Law:Bank of British Columbia Business Continuation Act

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S.c. 1986, c. 47

Assented to 1986-11-27

An Act to facilitate the continuation of the business of the Bank of British Columbia

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 Bank of British Columbia Business Continuation Act.


Interpretation

Definitions

2. (1) In this Act,

“Bank”

« Banque »

“Bank” means the Bank of British Columbia;

“Corporation”

« Société »

“Corporation” means the Canada Deposit Insurance Corporation;

“Minister”

« ministre »

“Minister” means the Minister of Finance;

“purchasing bank”

« banque acheteuse »

“purchasing bank” means a bank purchasing the whole or part of the assets of the Bank as referred to in this Act;

“sale agreement”

« contrat de vente »

“sale agreement” means an agreement referred to in subsection 5(2);

“trust amount”

« montant en fiducie »

“trust amount” means the amount of money paid into the trust account under section 7.

Other words and expressions

(2) Unless otherwise provided, words and expressions used in this Act have the same meaning as in the Bank Act.


Conflict Of Provisions

Act prevails

3. In the event of a conflict between the provisions of this Act and any other Act or law, the provisions of this Act shall prevail.


Application

In lieu of Bank Act provisions

4. Sections 5 to 9 apply in respect of the sale of assets of the Bank and all matters related thereto in lieu of and notwithstanding anything in the Bank Act but nothing in this Act shall be construed as modifying the application of that Act in respect of a purchasing bank except that, in respect of a purchasing bank, paragraph 275(2)(c) of that Act shall not apply.


Sale Of Assets

Sale of assets authorized

5. (1) The Bank may sell the whole or part of the assets of the Bank to a purchasing bank.

Sale agreement

(2) The terms of purchase and sale of assets under this section shall be specified in a sale agreement entered into between the Bank and the purchasing bank.

Effect of Governor in Council approval

(3) The approval pursuant to section 6 by the Governor in Council of a sale agreement vests in the purchasing bank the assets of the Bank that under the agreement are purchased by the purchasing bank and, subject to the agreement, the Bank shall thereafter, if requested by the purchasing bank, execute such formal and separate conveyances, assignments and assurances as are reasonably required to confirm or evidence the vesting in the purchasing bank of the full title and ownership of the assets.

Idem

(4) On the approval of a sale agreement by the Governor in Council

(a) the purchasing bank becomes liable instead of the Bank to discharge all obligations of the Bank that have been assumed by the purchasing bank under the agreement; and

(b) the agreement is in full force and effect notwithstanding any winding up of the business of the Bank or any order of a court.

Activities of Bank restricted

(5) When the Governor in Council has approved a sale agreement, the Bank may thereafter carry on business only to the extent necessary to enable the directors to carry out the sale agreement and wind up the business of the Bank.

Approval of Governor in Council required

6. (1) A sale agreement has no force or effect until it has been approved by the Governor in Council.

Condition

(2) The Governor in Council shall not approve a sale agreement unless the Minister recommends that the agreement be approved.

Evidence of approval

(3) The approval by the Governor in Council of a sale agreement shall be evidenced by an order of the Governor in Council and a copy of the order purporting to have annexed thereto a true copy of the agreement, certified by the Clerk or Assistant Clerk of the Privy Council for Canada, is in all courts and for all purposes, evidence of the agreement, of the due execution thereof, of its approval by the Governor in Council and of the regularity of all proceedings in connection therewith.

Trust amount payment

7. On the approval by the Governor in Council of a sale agreement, the purchasing bank shall forthwith pay into a trust account designated by the Bank and the Corporation the amount of money payable to the Bank under the sale agreement by the purchasing bank.

Special meeting

8. (1) The sale agreement shall be submitted to the shareholders of the Bank at a special meeting duly called for the purpose only of determining whether the shareholders approve the consideration obtained by the Bank for the assets sold to the purchasing bank.

Notice of meeting

(2) The directors of the Bank shall cause a copy of the sale agreement to be sent by registered mail to every shareholder of the Bank at his recorded address at least two weeks prior to the date of the meeting referred to in subsection (1), together with a notice of the time and place of the holding of the meeting and a management proxy circular.

Resolution to be placed before shareholders

(3) At the meeting of the shareholders a resolution shall be placed before the shareholders to approve the consideration obtained by the Bank.

Where resolution carried

9. (1) If, at the meeting of the shareholders, the resolution referred to in subsection 8(3) is carried by a majority of the votes cast by the shareholders present in person or represented by proxy at the meeting, the trust amount shall forthwith be released to the Bank.

Where resolution not carried

(2) If the resolution is not carried as described in subsection (1), the Governor in Council shall, as soon as practicable after the meeting of the shareholders, appoint an assessor.

Assessor’s duties

(a) as of the day immediately before this Act comes into force, the net realizable value, if any, of the assets less the obligations of the Bank, hereinafter in this section referred to as the “net value”; and

(b) any net realizable value of the assets and obligations retained by the Bank under the sale agreement, hereinafter in this section referred to as the “net retained value”.

Determination factors

(4) In making the determination under subsection (3), the assessor shall take account of all such facts as the assessor deems relevant relating to the circumstances of the Bank including, without limiting the generality of the foregoing, the likelihood, in the absence of the sale agreement,

(a) of profitability and continuing viability of the Bank as an independent bank;

(b) of sale of the assets of the Bank other than to the purchasing bank; and

(c) of the appointment of a curator or the winding up of the business of the Bank.

Report of assessor

(5) As soon as practicable after making a determination under this section, the assessor shall make a report to the Governor in Council, the Bank and the Corporation setting out therein the amount, if any, of the net value and the net retained value so determined.

Determination, etc., is final

(6) The determination and report of the assessor are for all purposes final and conclusive and shall not be questioned or reviewed in any court.

Powers of assessor

(7) For the purposes of making a determination under this section, the assessor has and may exercise all the powers of a person appointed as a commissioner under Part I of the Inquiries Act.

Effect of determination

(8) Where the assessor determines that the net value is an amount equal to or greater than the aggregate of the trust amount plus the net retained value,

(a) the trust amount shall forthwith be released to the Bank; and

(b) to the extent that it is greater than that aggregate, the Corporation shall forthwith pay to the Bank the difference between the greater amount and that aggregate.

Idem

(9) Where the assessor determines that the net value is an amount less than the aggregate of the trust amount plus the net retained value, there shall forthwith be released

(a) to the Bank such portion of the trust amount as was determined to be the net value less the net retained value; and

(b) to the Corporation the remainder of the trust amount

Release conditions

(10) Notwithstanding subsections (8) and (9), the trust amount or any portion thereof that is to be released to the Bank under this section shall be released subject to the provisions of the sale agreement including any rights, remedies and protections provided in the agreement in favour of the purchasing bank.


Dissolution

Application for dissolution of Bank

10. (1) For the purposes of carrying out a sale agreement, the directors of the Bank may resolve to liquidate and dissolve the Bank and, on behalf of the Bank, make an application to the Minister for letters patent dissolving the Bank, and in such case the application shall, subject to subsection (2), be deemed to have been made under section 287 of the Bank Act.

Interpretation of section 287 of Bank Act

(2) For the purposes of subsection (1), section 287 of the Bank Act shall be read and construed as if

(a) subsections (2) and (3) thereof were not applicable to the Bank; and

(b) a reference in that section to subsection (3) of that section were a reference to subsection (1) of this section.


General

Change of name

11. On application therefor by the Bank without a special resolution, the Minister may, with the approval of the Governor in Council, approve a proposal to change the name of the Bank.

Liability limited

12. Neither Her Majesty in right of Canada nor the Corporation nor any person acting on behalf of Her Majesty or the Corporation is liable to any person for anything in good faith done or omitted to be done under this Act.


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