Amendments to MI 61-101 Protection of Minority Security Holders in Special Transactions

AMENDMENTS TO
MULTILATERAL INSTRUMENT 61-101
PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS

1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions is amended by this Instrument.

2. Section 1.1 is amended

(a) by replacing "Multilateral" with "National" and deleting ", and in Ontario, a formal take-over bid or formal issuer bid as defined in section 89(1) of the Securities Act" in the definition of "bid",

(b) by replacing "Multilateral" with "National" and deleting ", and in Ontario, section 89(1) of the Securities Act" in the definition of "issuer bid",

(c) by replacing "Multilateral" with "National" and deleting "and in Ontario, section 91 of the Securities Act," in the definition of "joint actors",

(d) by replacing "Multilateral" with "National" wherever the expression occurs, deleting "and in Ontario, subsections 1.3 (1), (2) and (3) of Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids," and deleting "and in Ontario, subsections 1.3 (1), (2) and (3) of OSC Rule 62-504 Take-Over Bids and Issuer Bids," in the definition of "market capitalization",

(e) by replacing "Multilateral" with "National" and deleting ", and in Ontario, section 89(1) of the Securities Act" in the definition of "offeree issuer",

(f) by replacing "Multilateral" with "National" and deleting ", and in Ontario, section 89(1) of the Securities Act" in the definition of "offeror", and

(g) by replacing "Multilateral" with "National" and deleting ", and in Ontario, section 89(1) of the Securities Act" in the definition of "take-over bid".

3. Subsection 1.6(2) is amended

(a) by replacing "the following provisions apply:" with "the provisions of section 1.8 of National Instrument 62-104 Take-Over Bids and Issuer Bids apply.",

(b) by repealing paragraph 1.6(2)(a), and

(c) by repealing paragraph 1.6(2)(b).

4. Paragraph 2.2(1)(d) is amended

(a) by replacing "Multilateral" with "National", and

(b) by deleting "and in Ontario, Form 62-504F2 Issuer Bid Circular of OSC Rule 62-504 Take-Over Bids and Issuer Bids,".

5. Paragraph 4.2(3)(a) is amended

(a) by replacing "Multilateral" with "National", and

(b) by deleting "and in Ontario, Form 62-504F2 Issuer Bid Circular of OSC Rule 62-504 Take-Over Bids and Issuer Bids,".

6. Paragraph 5.3(3)(a) is amended

(a) by replacing "Multilateral" with "National", and

(b) by deleting "and in Ontario, Form 62-504F2 Issuer Bid Circular of OSC Rule 62-504 Take-Over Bids and Issuer Bids,".

7. Section 6.10 is amended

(a) by replacing "Multilateral" with "National", and

(b) by deleting "and in Ontario, sections 94.7 and 96.1 of the Securities Act,".

8. Except in Ontario, this Instrument comes into force on May 9, 2016. In Ontario, this Instrument comes into force on the later of the following:

(a) May 9, 2016;

(b) the day on which sections 1, 2 and 3, subsections 4 (2) and (3), and sections 5, 7, 8 and 10 of Schedule 18 of the Budget Measures Act, 2015 (Ontario) are proclaimed into force.