Teleglobe Canada Reorganization and Divestiture Act (S.C. 1987, c. 12)

Short Title

Marginal note:Short title

1 This Act may be cited as the Teleglobe Canada Reorganization and Divestiture Act.

Interpretation and Application

Marginal note:Definitions

• 2 (1) In this Act,

  Commission

  Commission means the Canadian Radio-television and Telecommunications Commission; (Conseil)

  control

  control means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, an agreement, the ownership of any body corporate or otherwise; (contrôle)

  designated telecommunications common carrier

  designated telecommunications common carrier[Repealed, 1998, c. 8, s. 11]

  Minister

  Minister means the Minister of State (Privatization) or such other member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; (ministre)

  new corporation

  new corporation means the corporation incorporated pursuant to section 4; (nouvelle société)

  person

  person includes any individual, partnership, body corporate, unincorporated organization, government or agency thereof, trustee, executor, administrator or other legal representative; (personne)

  telecommunication

  telecommunication[Repealed, 1993, c. 38, s. 116]

  Teleglobe

  Teleglobe means the corporation established by the Teleglobe Canada Act; (Téléglobe)

  voting share

  voting share, in respect of a body corporate, means a share of the body corporate carrying voting rights under all circumstances or under some circumstances that have occurred and are continuing, and includes

  • (a) a security currently convertible into such a share, and

  • (b) currently exercisable options and rights to acquire such a share or such a convertible security. (action avec droit de vote)

• Marginal note:Same meaning

  (2) Unless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.

• Marginal note:Operation of Canada Business Corporations Act

  (3) In the event of any inconsistency between this Act and the Canada Business Corporations Act, or anything issued, made or established under that Act, this Act prevails.

• Marginal note:Operation of Competition Act

  (4) Nothing in or done under the authority of this Act affects the operation of the Competition Act in respect of the acquisition of any interest in the new corporation.

Marginal note:Binding on the Crown

3 This Act is binding on Her Majesty in right of Canada or a province.

Reorganization

Marginal note:Articles of incorporation

• 4 (1) The Minister may submit to the Governor in Council for approval articles of incorporation under the Canada Business Corporations Act prepared in accordance with section 5.

• Marginal note:Submission to Director

  (2) Within ten days after the Governor in Council approves articles of incorporation submitted pursuant to subsection (1), Teleglobe shall send to the Director the approved articles and such other documents as are required under the Canada Business Corporations Act to effect the incorporation.

• Marginal note:Issue of shares

  (3) Subject to such terms and conditions as are approved by the Governor in Council, Teleglobe shall subscribe for and be issued authorized shares of the new corporation and, in consideration for securities of the new corporation and the assumption by the new corporation of obligations and liabilities of Teleglobe, Teleglobe shall transfer its business, works and undertaking to the new corporation.

• Marginal note:Vesting of assets and liabilities in Teleglobe

  (4) For the purpose of effecting the transfer and assumption referred to in subsection (3),

  • (a) all property, rights and interests of Her Majesty in right of Canada held by Teleglobe on the coming into force of this subsection, and

  • (b) all obligations and liabilities of Her Majesty in right of Canada incurred by Teleglobe and existing on the coming into force of this subsection

  are hereby vested in Teleglobe.

• Marginal note:Cost of property

  (5) For the purposes of the Income Tax Act, the Income Tax Application Rules, 1971 and the Income Tax Regulations,

  • (a) the property vested in Teleglobe by subsection (4) is deemed to have been owned by Teleglobe throughout the period during which the property was property of Her Majesty held by Teleglobe;

  • (b) the cost amount to Teleglobe of that property, other than any such property that is depreciable property, immediately after the vesting thereof in Teleglobe is deemed to be the cost amount thereof to Her Majesty immediately prior to the vesting; and

  • (c) the adjusted cost base and cost amount to Teleglobe of any such property that is depreciable property, immediately after the vesting thereof in Teleglobe, are deemed to be the amounts that may reasonably be regarded as the adjusted cost base and cost amount to Her Majesty in respect of the property immediately prior to the vesting.

• Marginal note:Provisions not applicable

  (6) Section 45 and subsection 108(1) of the Financial Administration Act do not apply in respect of any property, rights, interests, obligations or liabilities vested in Teleglobe by subsection (4) and section 134 of that Act does not apply in respect of any securities issued by the new corporation to Teleglobe.

• Marginal note:Exemption

  (7) The Governor in Council may, by order, exempt any property, rights, interests, obligations or liabilities of Her Majesty from the application of subsection (4).

5 [Repealed, 1998, c. 8, s. 12]

6 [Repealed, 1998, c. 8, s. 13]

Corporate Affairs and Status

7 [Repealed, 1998, c. 8, s. 14]

8 [Repealed, 1998, c. 8, s. 15]

Marginal note:Declaration of works for general advantage

9 The works of the new corporation are hereby declared to be works for the general advantage of Canada.

10 [Repealed, 1998, c. 8, s. 16]

Marginal note:Head office

11 The head office of the new corporation shall be in the Montreal Urban Community.

12 [Repealed, 1998, c. 8, s. 17]

Regulation

13 [Repealed, 1998, c. 8, s. 18]

14 to 16 [Repealed, 1993, c. 38, s. 117]

17 [Repealed, 1998, c. 8, s. 19]

18 [Repealed, 1998, c. 8, s. 20]

Divestiture and Dissolution

Marginal note:Sale or other disposal of securities

• Footnote ^*19 (1) The Minister may direct Teleglobe to sell or otherwise dispose of any or all securities of the new corporation held by Teleglobe on such terms and conditions as are approved by the Governor in Council.

• Marginal note:Compliance with direction

  (2) On receiving a direction under subsection (1), Teleglobe is hereby authorized to sell or dispose of the securities of the new corporation held by Teleglobe in accordance with the direction and shall comply with the direction.

• Marginal note:Acquisition of new corporation shares

  (3) The Minister is hereby authorized to acquire shares of the new corporation from Teleglobe on such terms and conditions as are approved by the Governor in Council.

• Marginal note:Shares held in trust for Her Majesty

  (4) Shares acquired pursuant to subsection (3) shall be held by the Minister in trust for Her Majesty in right of Canada.

  • Return to footnote ^*[Note: Pursuant to paragraph 20(2)(a), the references to “Teleglobe” in this section shall be construed as including references to “TH(1987)”.]

Marginal note:Change of name

• 20 (1) The name of Teleglobe is hereby changed to TH(1987).

• Marginal note:Consequential changes

  (2) On the coming into force of this section,

  • (a) the references to “Teleglobe” in sections 19 and 26 shall be construed as including references to “TH(1987)”.

  • (b) to (d) [Amendments to other Acts]

Marginal note:Dissolution

21 TH(1987) is hereby dissolved.

Marginal note:Ministerial powers

22 The Minister may do and perform all acts and things necessary for or incidental to the dissolution of TH(1987).

Marginal note:Adjustment to accounts of Canada

23 The Minister, after consultation with the President of the Treasury Board, shall cause such adjustments to be made in the accounts of Canada as are required as a result of any transaction authorized or required by this Act.

Schedule

24 [Repealed, 1998, c. 8, s. 21]

Transitional and Consequential

Marginal note:Pension rights

• 25 (1) In the manner and to the extent provided by the regulations made under subsection (3), the Public Service Superannuation Act, the Supplementary Retirement Benefits Act and the regulations made under those Acts apply to a person who meets all of the following criteria:

  • (a) immediately prior to the coming into force of this section, the person was employed by Teleglobe or the new corporation and was a contributor under the Public Service Superannuation Act;

  • (b) the President of the Treasury Board has not made a payment to the new corporation pursuant to section 30 of the Public Service Superannuation Act in respect of that person;

  • (c) the person has not received or opted to receive any annuity or other benefit under section 11 or 12 of the Public Service Superannuation Act in respect of the pensionable service to that person’s credit under that Act immediately prior to the coming into force of this section; and

  • (d) the person elects, within one year after the coming into force of this section and in such form and manner as the President of the Treasury Board directs, to have the Public Service Superannuation Act, the Supplementary Retirement Benefits Act and the regulations made under those Acts apply to that person in the manner and to the extent provided by the regulations made under subsection (3).

• Marginal note:Election irrevocable

  (2) An election referred to in paragraph (1)(d) is irrevocable.

• Marginal note:Regulations

  (3) The Governor in Council may, in relation to persons referred to in paragraph (1)(d), make regulations

  • (a) respecting the manner in which and extent to which provisions, as amended, of the Acts and regulations mentioned in subsection (1) apply;

  • (b) adapting provisions of those Acts and regulations for the purposes of this section; and

  • (c) generally for carrying out the purposes and provisions of this section.

• Marginal note:Retroactive application of regulations

  (4) Regulations made under subsection (3) may, if they so provide, be retroactive and have effect with respect to any period before they are made.