Public Offering, Manitoba Preference and Employee Offering Regulation

Public Offering, Manitoba Preference and Employee Offering Regulation , M.R. 234/96 The Manitoba Telephone System Reorganization and Consequential Amendments Act , S.M. 1996, c. 79 Regulation 234/96 Registered November 29, 1996 bilingual version (HTML) Definitions 1(1) In this regulation, "Act" means The Manitoba Telephone System Reorganization and Consequential Amendments Act ; (« loi ») "aggregate subscription cost" means the cost of common shares purchased by an eligible employee under the employee plan without taking into account the value of the interest-free loan offered by the corporation in connection with the purchase of such common shares; (« coût de souscription global ») "applicant" means: (a) an individual who is ordinarily resident in Manitoba, (b) a body corporate registered under The Corporations Act to carry on business in the province, acting as trustee for a Manitoba resident that is a self-directed registered retirement savings plan or self-directed registered retirement income fund referred to in clause 16(3)⁠(b) of the Act and authorized by the beneficiary or annuitant thereof to execute an application for the purchase of common shares under the instalment plan, and (c) a registered representative authorized by a Manitoba resident to execute an application for the purchase of common shares under the instalment plan; (« souscripteur ») "common shares" means the common shares referred to in subsection 16(1) of the Act and offered to the public under the preliminary prospectus; (« action ordinaire ») "custodian" means a trust corporation appointed in connection with the instalment plan and the employee plan; (« dépositaire ») "dealer" means a company registered under The Securities Act as an underwriter, broker-dealer or investment dealer whose registration allows the sale of any offering qualified in Manitoba by way of prospectus or whose registration specifically permits the sale of the instalment receipts; (« agent ») "eligible employee" means: (a) an individual who on the date of the preliminary prospectus is a regular full-time, regular part-time, casual part-time or term employee of the corporation or an affiliate of the corporation, (b) an individual described in clause (a) who on the date of the preliminary prospectus is on authorized leave or lay-off, and (c) an individual who on the date of the preliminary prospectus is eligible to receive benefits from a disability plan sponsored by the corporation or an affiliate of the corporation; (« employé admissible ») "employee plan" means an arrangement described in the preliminary prospectus under which: (a) an eligible employee may purchase common shares, (b) the corporation provides a loan to the eligible employee, in an amount not to exceed $5,000., for the full purchase price of the common shares purchased, and (c) the common shares so purchased are pledged to the custodian on behalf of the corporation until the loan is repaid; (« régime d'actionnariat ») "instalment plan" means an arrangement described in the preliminary prospectus under which: (a) a Manitoba resident may purchase common shares and pay the purchase price in two instalments, (b) after the first instalment is paid: (i) an instalment receipt is issued to the Manitoba resident in respect of the underlying shares, (ii) the Manitoba resident is the registered owner of the instalment receipt, subject to the terms and conditions of the instalment receipt agreement and the pledge agreement, (iii) the Manitoba resident beneficially owns the underlying shares, subject to the terms and conditions of the instalment receipt agreement and the pledge agreement, and the underlying shares are pledged to the custodian on behalf of the Crown until the final instalment is paid and any other applicable requirements under the instalment receipt agreement and the pledge agreement are satisfied, and (c) after the final instalment is paid and any other applicable requirements under the instalment receipt agreement and the pledge agreement are satisfied, the underlying shares are delivered in accordance with the instalment receipt agreement and the pledge agreement; (« système de versements échelonnés ») "instalment receipt" means the receipt issued by the custodian evidencing payment of the first instalment of the purchase price of the common shares purchased by a Manitoba resident under the instalment plan and evidencing entitlement to become the registered holder of the underlying shares, subject to payment of the final instalment, compliance with the Act, and satisfaction of any other applicable requirements under the instalment receipt agreement and the pledge agreement; (« reçu de versement échelonné ») "instalment receipt agreement" means an agreement among the Crown, the corporation and the custodian relating to the instalment plan; (« accord de reçu de versement échelonné ») "Manitoba priority order" means: (a) an application for the purchase of common shares under the instalment plan, and (b) an application for the purchase of common shares under the employee plan; (« ordre de priorité manitobaine ») "Manitoba priority period" means the period commencing on the date of issuance by The Manitoba Securities Commission of a receipt for the preliminary prospectus and ending at 6:00 p.m. central standard time on December 14, 1996; (« période de priorité manitobaine ») "Manitoba priority shares" means 51 percent of the common shares, or such greater number of common shares as is determined by the minister under subsection 3(3); (« actions de priorité manitobaine ») "Manitoba resident" means a resident of the province as defined in the Act; (« résident du Manitoba ») "pledge agreement" means an agreement among the Crown, the underwriters and the custodian relating to the hypothecation and pledge of the underlying shares; (« accord de garantie ») "preliminary prospectus" means the preliminary prospectus in respect of the primary distribution to the public of the common shares, in respect of which The Manitoba Securities Commission has issued a receipt; (« prospectus préliminaire ») "prospectus" means the prospectus in respect of the primary distribution to the public of the common shares; (« prospectus ») "purchase" means purchase to beneficially own; (« souscription ») "registered representative" means an individual registered under The Securities Act as a salesman of a dealer, other than an individual registered as a salesman restricted to selling mutual fund securities; (« représentant inscrit ») "underlying shares" means the common shares purchased under the instalment plan and in respect of which an instalment receipt has been issued; (« action souscrite ») "underwriters" means the dealers which sign a certification in the preliminary prospectus as to disclosure of material facts therein. (« preneur ferme ») M.R. 2/97 1(2) For the purposes of the definitions "instalment plan" and "instalment receipt" in subsection (1), "Manitoba resident" includes each of the underwriters. M.R. 2/97 1(3) For the purpose of subclause (b)⁠(ii) of the definition "instalment plan" in subsection (1), an intermediary may be the registered owner of an instalment receipt, and for this purpose, "intermediary" means (a) a person registered for trading in securities; (b) a financial institution (bank or trust company); (c) a securities dealer, trust company, bank or other person including another clearing agency, on whose behalf a clearing agency or its nominee holds securities of an issuer; (d) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada); or (e) a nominee of a person referred to in any of clauses (a) to (d); that holds an instalment receipt on behalf of another person, but does not include a person (other than a trustee or administrator referred to in clause (d)) that has discretionary voting powers in respect of the instalment receipt or the underlying shares. M.R. 2/97 Public offering 2(1) The minister on behalf of the Crown may enter into an agreement with the underwriters which prescribes the terms and conditions upon which the common shares may be offered to the public. M.R. 2/97 2(2) The minister on behalf of the Crown may enter into a debt conversion and repayment agreement with the corporation in respect of (a) the issuance to the minister on behalf of the Crown of the special share of the corporation and voting common shares of the corporation in consideration and satisfaction of part of the indebtedness to the Crown; (b) the terms, conditions and provisions relating to repayment and prepayment by the corporation of the remaining indebtedness to the Crown; and (c) the security for the repayment of the remaining indebtedness to the Crown. M.R. 2/97 Offering of Manitoba priority shares 3(1) Common shares under the instalment plan shall be offered exclusively to Manitoba residents in the province. 3(2) Common shares under the employee plan shall be offered exclusively to eligible employees in the province. 3(3) Prior to the filing of the prospectus with The Manitoba Securities Commission, the minister may determine the number of common shares for the purposes of the definition of "Manitoba priority shares" in section 1. 3(4) There shall be allocated for purposes of the instalment plan and the employee plan a number of common shares equal to the lesser of: (a) the number of Manitoba priority shares; and (b) the number of common shares in respect of which Manitoba priority orders are received. Instalment plan 4(1) Manitoba residents may place Manitoba priority orders to purchase common shares under the instalment plan during the Manitoba priority period. 4(2) The minimum number of common shares which may be purchased by a Manitoba resident under the instalment plan is 25 common shares. 4(3) Subject to subsection (4), no common shares may be purchased by a Manitoba resident under the instalment plan if as a result the Manitoba resident would beneficially own in excess of 4,000 common shares purchased under the instalment plan. 4(4) In the event the total number of common shares in respect of which there are Manitoba priority orders exceeds the number of Manitoba priority shares, the maximum number of common shares referred to in subsection (3) shall be reduced by the minister to the extent necessary so that the total number of common shares required to be delivered to meet Manitoba priority orders does not exceed the number of Manitoba priority shares. 4(5) For the purposes of this section, (a) if two or more Manitoba residents place a Manitoba priority order for the same common shares, each of them shall be deemed to beneficially own a number of common shares equal to the quotient resulting from dividing the number of such common shares by the number of such Manitoba residents; and (b) a person referred to in clause 16(3)⁠(a) of the Act who is a beneficiary or an annuitant of a self-directed registered retirement savings plan or self-directed registered retirement income fund referred to in clause 16(3)⁠(b) of the Act shall be deemed to beneficially own the number of common shares in respect of which a Manitoba priority order has been placed on behalf of the registered retirement savings plan or registered retirement income fund. 4(6) A Manitoba priority order under the instalment plan shall be signed by an applicant who is: (a) the Manitoba resident purchasing common shares thereunder; or (b) signing on behalf of the Manitoba resident purchasing common shares thereunder. Application of Act to underlying shares 5(1) Subject to subsection (2), the Act applies to underlying shares as though they were voting shares. M.R. 2/97 5(2) Clause 21(3)⁠(b) and subsections 21(4), (5), (6) and (7) of the Act do not apply to underlying shares while they are pledged pursuant to a pledge agreement referred to in section 7. M.R. 2/97 Instalment receipt agreement 6 The minister on behalf of the Crown may enter into an instalment receipt agreement which prescribes (a) the terms and conditions upon which instalment receipts may be issued under the instalment plan; (b) the terms and conditions of the instalment receipts, including the obligations and rights of owners of instalment receipts; and (c) the terms and conditions upon which the underlying shares will be pledged as security for all unpaid amounts in respect of such underlying shares. Pledge agreement 7 The minister on behalf of the Crown may enter into a pledge agreement pursuant to which the underlying shares will be pledged until (a) the custodian has received payment of the final instalment and any other applicable requirements under the instalment receipt agreement and the pledge agreement are satisfied; or (b) the custodian has sold the underlying shares and has paid the proceeds of sale pursuant to the pledge agreement. Employee plan 8(1) Eligible employees may place Manitoba priority orders to purchase common shares under the employee plan during the Manitoba priority period. 8(2) The minimum number of common shares which may be purchased by an eligible employee under the employee plan is that whole number of common shares, the aggregate subscription cost of which is nearest to and more than $250. 8(3) No common shares may be purchased by an eligible employee under the employee plan if as a result the eligible employee would beneficially own common shares purchased under the employee plan having an aggregate subscription cost in excess of $5,000. 8(4) A Manitoba priority order under the employee plan shall be signed by the eligible employee purchasing common shares thereunder. Application of Act 9 The Act applies to common shares purchased under the employee plan.