Law:Canadian Arsenals Limited Divestiture Authorization Act

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S.c. 1986, c. 20

Assented to 1986-05-01

An Act to authorize the divestiture of Canadian Arsenals Limited and to amend other Acts in consequence thereof

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:


Contents

Short Title

Short title

1. This Act may be cited as the Canadian Arsenals Limited Divestiture Authorization Act.


Interpretation

Definitions

2. (1) In this Act,

“amalgamated corporation”

« société issue d’une fusion »

“amalgamated corporation” means a corporation that is formed by the amalgamation of the Corporation with another corporation;

“Corporation”

« Société »

“Corporation” means Canadian Arsenals Limited, a corporation continued under the Canada Business Corporations Act;

“Minister”

« ministre »

“Minister” means the Minister of Public Works and Government Services.

Same meaning

(2) Except as otherwise provided, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.

1986, c. 20, s. 2; 1996, c. 16, s. 60.


Authorization Of Divestiture

Sale of shares

3. (1) The Minister is hereby authorized to sell, on such terms and conditions as are approved by the Governor in Council, any or all of the shares of the Corporation held by the Minister in trust for Her Majesty.

Transfer

(2) For the purposes of effecting a sale authorized by subsection (1), all property, whether real or personal, rights and interests of Her Majesty used in the business of the Corporation immediately prior to the coming into force of this subsection are transferred from Her Majesty to the Corporation.

Exemptions

(3) The Governor in Council may, by order, exempt any property, rights or interests of Her Majesty from the application of subsection (2) and transfer the control, management and administration thereof from the Corporation to any Minister or department of the Government of Canada or to any other person or body.

Sale or other disposal of assets

4. (1) The Minister may, at any time prior to a sale of shares authorized by section 3, direct the Corporation to sell or otherwise dispose of any or all of the assets of the Corporation, including shares of any other corporation held by the Corporation, on such terms and conditions as are approved by the Governor in Council.

Compliance with direction

(2) On receiving a direction under subsection (1), the Corporation is hereby authorized to sell or dispose of the assets of the Corporation in accordance with the direction and shall comply with the direction.

Provisions not applicable

(3) Subsections 183(2) to (8) of the Canada Business Corporations Act and subsections 108(2) to (5) of the Financial Administration Act do not apply in respect of any sale or other disposal of assets of the Corporation authorized by subsection (2).


Articles Of Amendment

Articles of amendment

5. (1) The directors of the Corporation or any amalgamated corporation shall prepare in accordance with section 6 and submit to the Minister for approval proposed articles of amendment of the Corporation or amalgamated corporation within four months after this section comes into force.

Submission to Director

(2) Notwithstanding any other Act of Parliament, within two weeks after the Minister approves any articles of amendment submitted to him pursuant to subsection (1), the directors of the Corporation or the amalgamated corporation, as the case may be, shall send the approved articles of amendment to the Director.

Presumption

(3) Articles of amendment sent to the Director in compliance with this section are, subject to this Act, deemed for all purposes to have been sent under section 171 of the Canada Business Corporations Act.

Provisions included in articles of amendment

6. (1) Notwithstanding the Canada Business Corporations Act, the articles of amendment referred to in section 5 shall contain

(a) provisions imposing constraints on the issue, transfer and ownership of securities of the Corporation or amalgamated corporation to prevent non-residents from holding or beneficially owning, otherwise than by way of security only, in the aggregate securities to which are attached more than twenty-five per cent of the votes that may ordinarily be cast to elect directors of the Corporation or amalgamated corporation; and

(b) provisions respecting the enforcement of the constraints imposed pursuant to paragraph (a).

Enforcement provisions

(2) Without limiting the generality of paragraph (1)(b), the provisions therein referred to may provide for the filing of declarations, the suspension of voting rights, the forfeiture of dividends or the refusal of registration of securities.

Securities held or beneficially owned jointly

(3) For the purposes of this section, where a security of the Corporation or an amalgamated corporation is held or beneficially owned jointly and one or more of the joint holders or beneficial owners is a non-resident, the security is deemed to be held by a non-resident.

Definitions

(4) In this section,

“corporation”

« société »

“corporation” includes a body corporate, association, partnership or other organization;

“non-resident”

« non-résident »

“non-resident” means

(a) an individual, other than a Canadian citizen, who is not ordinarily resident in Canada,

(b) a corporation incorporated, formed or otherwise organized outside Canada,

(c) the government of a foreign state or any political subdivision thereof, or a person empowered to perform a function or duty on behalf of such a government,

(d) a corporation that is controlled directly or indirectly by non-residents as defined in any of paragraphs (a) to (c),

(e) a trust

(i) established by a non-resident as defined in any of paragraphs (b) to (d), other than a trust for the administration of a pension fund for the benefit of individuals a majority of whom are residents, or

(ii) in which non-residents as defined in any of paragraphs (a) to (d) have more than fifty per cent of the beneficial interest, or

(f) a corporation that is controlled directly or indirectly by a trust described in paragraph (e);

“resident”

« résident »

“resident” means an individual, corporation, government or trust that is not a non-resident.

Amendment not precluded

7. (1) Subject to subsection (2), nothing in section 6 shall be construed to prevent or in any way restrict the Corporation or amalgamated corporation or its shareholders or directors from amending its articles under and in accordance with the Canada Business Corporations Act after the amendment of the articles in accordance with this Act.

Restriction

(2) Notwithstanding the Canada Business Corporations Act, the Corporation, or any amalgamated corporation, and its shareholders and directors shall not, without the prior approval of the Minister,

(a) amend any provisions included in articles of amendment in compliance with section 6;

(b) make any articles or by-laws inconsistent with the provisions referred to in paragraph (a);

(c) apply for continuance of the Corporation or amalgamated corporation in another jurisdiction;

(d) amalgamate the Corporation or amalgamated corporation with another corporation;

(e) sell, lease or exchange all or substantially all of the property of the Corporation or amalgamated corporation; or

(f) voluntarily dissolve, or voluntarily liquidate and dissolve, the Corporation or amalgamated corporation.


Adjustment Of Accounts

Adjustment to accounts of Canada

8. 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 a sale of shares, or a sale or other disposal of assets, of the Corporation authorized by this Act.


Consequential

Agency status revoked

9. The Government Companies Operation Act ceases to apply to the Corporation and the Corporation ceases to be an agent of Her Majesty.

10. (Repealed, 1988, c. 38, s. 100)

11. (Amendments to other Acts)


Pension Rights

Pensions

12. (1) 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 continue to apply to a person who meets all the following criteria:

(a) immediately before the coming into force of this section, the person was employed by the Corporation and was a contributor under the Public Service Superannuation Act;

(b) the person is employed by the Corporation or an amalgamated corporation during the whole of the period between the coming into force of this section and the making of the election referred to in paragraph (e);

(c) the President of the Treasury Board has not made a payment to the Corporation or to an amalgamated corporation pursuant to section 30 of the Public Service Superannuation Act in respect of that person;

(d) 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 that he has to his credit under that Act immediately before the coming into force of this section; and

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

Election irrevocable

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

Regulations

(3) The Governor in Council may, in relation to persons who make the election referred to in paragraph (1)(e), make regulations

(a) specifying which provisions of the Acts and regulations mentioned in subsection (1) apply, and to what extent they apply;

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

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

Application of regulations

(4) Regulations made under subsection (3) may be made applicable on and after a day before their publication if they so provide.


Commencement

Commencement

Schedule

(Amendments to other Acts)


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