SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16
or 15d-16 under
the Securities Exchange Act of 1934
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Bell
Canada
(Translation of Registrant’s name into English)
1000, rue de La Gauchetière Ouest
Bureau 3700
Montréal, Québec, Canada H3B 4Y7
(514) 870-1511
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F | Form 40-F | X
|
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No | X
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Notwithstanding any reference to Bell Canada’s Web site on the World Wide Web in the documents attached hereto, the information contained in Bell Canada’s site or any other site on the World Wide Web referred to in Bell Canada’s site is not a part of this Form 6-K and, therefore, is not filed with the Securities and Exchange Commission.
 |
Industry Canada | Industrie Canada |
| Certificate | Certificat | ||
| of Amendment | de modification | ||
| Canada Business | Loi canadienne sur | ||
| Corporations Act | les sociétés par actions |
| Industry Canada | Industrie Canada | FORM
4 |
FORMULE
4 |
| ARTICLES
OF AMENDMENT |
CLAUSES
MODIFICATRICES |
||
| Canada Business | Loi canadienne sur les | (SECTIONS
27 OR 177) |
(ARTICLE
27 OU 177) |
| Corporations Act | sociétés par actions |
| 1. Name of the Corporation | 2. Corporation No. |
| The Bell Telephone Company of Canada or Bell Canada | 428531-0 |
| 2. The articles of the above-named corporation are amended as follows: | |
| Schedule 1 to the articles of the corporation is repealed and replaced by the Schedule 1 attached hereto and forming an integral part hereof. | |
SCHEDULE 1
| 1.
|
CLASSES AND NUMBER OF SHARES |
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| The classes and any maximum number of shares that the Corporation is authorized to issue are as follows: | |||
(a) |
an unlimited number of common shares (herein referred to as the "Common
Shares"); and |
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(b)
|
an
unlimited number of Class A preferred shares (herein referred to as
the "Class A Preferred Shares") issuable in series of which
|
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(i) |
24,000,000 are designated as Cumulative Redeemable Class A Preferred
Shares Series 15 (the "Series 15 Preferred Shares”); |
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(ii)
|
24,000,000
are designated as Cumulative Redeemable Class A Preferred Shares Series
16 (the "Series 16 Preferred Shares”); |
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(iii) |
22,000,000 are designated as Cumulative Redeemable Class A Preferred
Shares Series 17 (the "Series 17 Preferred Shares”); |
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(iv) |
22,000,000 are designated as Cumulative Redeemable Class A preferred
Shares Series 18 (the ‘‘Series 18 Preferred Shares”); |
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(v) |
22,000,000 are designated as Cumulative Redeemable Class A Preferred
Shares Series 19 (the "Series 19 Preferred Shares”); and |
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(vi) |
22,000,000
are designated as Cumulative Redeemable Class A Preferred Shares Series
20 (the "Series 20 Preferred Shares”). |
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| 2.
|
COMMON SHARES |
| 2.1 |
The holders thereof are entitled to one vote for each share held of
record on all matters voted on by shareholders except matters on which
only the holders of another specified class or series of shares are
entitled to vote. |
| 2.2 |
Subject to the rights, privileges, restrictions and conditions attaching
to shares of any other class or series of the Corporation, the holders
of Common Shares are entitled to receive such dividends payable in money,
property, or by the issue of fully paid shares of the Corporation, as
may be declared by the Board of Directors and to receive the remaining
property of the Corporation upon the liquidation, dissolution or winding
up thereof. |
| 2.3 |
The Directors of the Corporation may determine at any time and from
time to time, with respect to all or a portion of any dividend on the
Common Shares of the Corporation that such dividend shall be payable
in money or, in the case of electing holders whose addresses on the
securities register of the Corporation are in Canada, and in jurisdictions
specified by the Directors outside Canada, by the issue of fully paid
Common Shares of the Corporation having a value, as determined by the
Directors, that is substantially equivalent, as of a date or period
of days determined by the Directors, to the cash amount of such dividend,
provided that the Directors may (but need not) value the Common Shares
to be issued in payment of the dividend at a discount from or premium
to the relevant market value thereof of up to 5%, in either case. |
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| 2.4 | With
respect to fraction of share interests that may result from any such
stock dividend the Corporation shall issue to an agent for shareholders
appointed by the Corporation a number of
whole shares representing in the aggregate the fraction of share interests
of all electing shareholders unless the Directors of the Corporation
otherwise determine, for instance by the payment of cash in lieu of
fraction of share interests that may result from any such dividend.
In any event, no certificates representing fraction of share interests
will be issued by the Corporation. |
| 3. |
CLASS A PREFERRED SHARES |
The
rights, privileges, restrictions and conditions attaching to the Class
A Preferred Shares as a class are as follows: |
| 3.1 | The
Class A Preferred Shares shall be issuable in series and the Directors
of the Corporation shall have the right from time to time, exercisable
in accordance with the provisions of the Canada Business Corporations
Act (the "CBCA”), to fix the number of, and to determine
the designation, rights, privileges, restrictions and conditions attaching
to, the Class A Preferred Shares of each series. |
| 3.2 | The
holders of any series of the Class A Preferred Shares shall be entitled
to receive in priority to the holders of Common Shares and of shares
of any other class of the Corporation ranking junior to the Class A
Preferred Shares, as and when declared by the Directors of the Corporation,
dividends in the amounts specified or determinable in accordance with
the rights, privileges, restrictions and conditions attaching to any
such series. |
| 3.3 | Upon
any liquidation, dissolution or winding up of the Corporation or other
distribution of the assets of the Corporation among shareholders for
the purpose of winding up its affairs, before any amount shall be paid
to or any assets distributed among the holders of Common Shares or of
shares of any other class of the Corporation ranking junior to the Class
A Preferred Shares, the holders of the Class A Preferred Shares shall
be entitled to receive with respect to the shares of each series thereof
all amounts which may be provided in the Articles of the Corporation
to be payable thereon in respect of return of capital, premium and dividends.
Unless the Articles of the Corporation otherwise provide with respect
to any series of the Class A Preferred Shares, after payment to the
holders of the Class A Preferred Shares of the amounts provided in the
Articles of the Corporation to be payable to them, such holders shall
not be entitled to share in any further distribution of the assets of
the Corporation. |
| 3.4 |
The Class A Preferred Shares of all series shall rank on a parity with
each other with respect to payment of dividends and with respect to
distribution of assets in the event of liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or any other
distribution of assets for the purpose of winding up its affairs. |
| 3.5 | The
holders of the Class A Preferred Shares shall not be entitled to receive
any notice of, or to attend any meeting of shareholders of the Corporation
and shall not be entitled to vote at any such meeting, except to the
extent otherwise provided in the Articles of the Corporation with respect
to any series of the Class A Preferred Shares or, subject to section
3.8 hereof, when the holders of Class A Preferred Shares are entitled
to vote separately as a class or series as provided in the CBCA. |
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|
| 3.6 |
The provisions attaching to Class A Preferred Shares as a class may
be repealed or modified from time to time with such approval as may
then be required by the CBCA to be given by the holders of Class A Preferred
Shares as a class, any such approval to be given in accordance with
section 3.9. |
| 3.7 |
In connection with any matter requiring the approval of the Class A
Preferred Shares as a class, every holder of Class A Preferred Shares
shall be entitled to one vote in respect of each Class A Preferred Share
held unless otherwise provided in the Articles of the Corporation with
respect to any series of Class A Preferred Shares. |
| 3.8 |
The holders of the Class A Preferred Shares shall not be entitled to
vote separately as a class upon a proposal to amend the Articles of
the Corporation to increase or decrease any maximum number of authorized
Class A Preferred Shares, or increase any maximum number of authorized
shares of a class having rights or privileges equal or superior to the
Class A Preferred Shares, to effect an exchange, reclassification or
cancellation of all or part of the Class A Preferred Shares or to create
a new class of shares ranking equal to the Class
A Preferred Shares, the whole as set forth in subsection 176(1) of the
CBCA as now existing. |
| 3.9 |
The approval of the holders of the Class A Preferred Shares with respect
to any matters which may be required to be approved by them may be given
at a general meeting of the holders of the Class A Preferred Shares
duly called and held upon not less than 21 days’ notice at which
the holders of at least a majority of the outstanding Class A Preferred
Shares are present or are represented by proxy; if at any such meeting
the holders of a majority of the outstanding Class A Preferred Shares
are not present or represented by proxy within one-half hour after the
time appointed for such meeting then the meeting shall be adjourned
to such date not less than 21 days thereafter and to such time and place
as may be designated by the chairman, and not less than 15 days’
written notice shall be given of such adjourned meeting; at such adjourned
meeting the holders of Class A Preferred Shares present or represented
by proxy may transact the business for which the meeting was originally
called; subject to the foregoing, the formalities to be observed in
respect of the giving of notice of any such meeting or adjourned meeting
and the conduct thereof shall be those from time to time prescribed
in the by-laws of the Corporation with respect to meetings of shareholders. |
| 4. | SERIES 15 PREFERRED SHARES |
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The
Series 15 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
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| 4.1 | Dividend | ||||
| 4.1.1 | Definitions | ||||
For the purposes hereof, the following capitalized terms shall have the following meanings, unless the context otherwise requires: |
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(a) |
"Adjustment
Factor" for any Month means the percentage per annum, positive
or negative, based on the Calculated Trading Price of the Series 15
Preferred |
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Shares
for the preceding Month, determined in accordance with the following
table: |
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The
Adjustment Factor as a Percentage of Prime Shall Be |
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$25.50 or more ..................................................................... $25.375 and less than $25.50 ................................................ $25.25 and less than $25.375 ................................................ $25.125 and less than $25.25 ................................................ Greater than $24.875 and less than $25.125............................ Greater than $24.75 to $24.875 ............................................. Greater than $24.625 to $24.75.............................................. Greater than $24.50 to $24.625 ............................................. $24.50 or less ...................................................................... |
-4.00% -3.00% -2.00% -1.00% nil 1.00% 2.00% 3.00% 4.00% |
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| The maximum Adjustment Factor for any Month will be + 4.00% | |||||
If
in any Month there is no trade on the Exchange of Series 15 Preferred
Shares of a board lot or more, the Adjustment Factor for the following
Month shall be nil; |
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| (b) | "Annual
Dividend Rate" means the Annual Fixed Dividend Rate or the Annual
Floating Dividend Rate, whichever is provided by this section 4.1 to
be applicable at the relevant time; |
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| (c) | "Annual Fixed Dividend Rate" means 5.50% per annum; | ||||
| (d) | "Annual
Floating Dividend Rate” means for any Month the rate of interest
expressed as a percentage per annum (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) which is equal to Prime multiplied
by the Designated Percentage for such Month; |
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| (e) | "Banks”
means any two of Royal Bank of Canada, Bank of Montreal, The Bank of
Nova Scotia, The Toronto-Dominion Bank and Canadian Imperial Bank of
Commerce and any successor of any of them as may be designated from
time to time by the Board of Directors by notice given to the transfer
agent for the Series 15 Preferred Shares, such notice to take effect
on, and to be given at least two (2) business days prior to, the commencement
of a particular Dividend Period and, until such notice is first given,
means Royal Bank of Canada and The Toronto- Dominion Bank; |
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| (f) | "Calculated
Trading Price” for any Month means: |
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| (i) | the aggregate of the Daily Adjusted Trading Value for all Trading Days in such Month; | ||||
| divided by | |||||
| (ii) | the aggregate of the Daily Trading Volume for all Trading Days in such Month; | ||||
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| (g) | "Daily Accrued Dividend Deduction” for any Trading Day means: | ||||
| (i) | the
product obtained by multiplying the dividend accrued on a Series 15
Preferred Share in respect of the Month in which the Trading Day falls
by the number of days elapsed from but excluding the day prior to the
Ex-Dividend Date immediately preceding such Trading Day to and including
such Trading Day (or if such Trading Day is an Ex-Dividend Date by one
(1) day); |
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| divided by | |||||
| (ii) | the
number of days from and including the Ex-Dividend Date to but excluding
the following Ex-Dividend Date; |
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| (h) | "Daily Adjusted Trading Value” for any Trading Day means: | ||||
| (i) | the
aggregate dollar value of all transactions of Series 15 Preferred Shares
on the Exchange (made on the basis of the normal settlement period in
effect on the Exchange) occurring during such Trading Day; |
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| less | |||||
| (ii) | the Daily Trading Volume for such Trading Day multiplied by the Daily Accrued Dividend Deduction for such Trading Day; | ||||
| (i) | "Daily
Trading Volume” for any Trading Day means the aggregate number
of Series 15 Preferred Shares traded in all transactions (made on the
basis of the normal settlement period in effect on the Exchange) occurring
during such Trading Day on the Exchange; |
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| (j) | "Deemed
Record Date” means the last Trading Day of a Month with respect
to which no dividend is declared by the Board of Directors; |
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| (k) | "Designated
Percentage” for the Month of February 2005 means 80 percent (80%)
and for each Month thereafter means the Adjustment Factor for such Month
plus the Designated Percentage for the preceding Month, provided that
the Annual Floating Dividend Rate for any Month shall in no event be
less than 50% of Prime for such Month or more than 100% of Prime for
such Month; |
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| (l) | "Dividend Payment Date” means: | ||||
| (i) | during
the Fixed Rate Period, the first day of each of February, May, August
and November in each year; and |
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| (ii) | during
the Floating Rate Period, the twelfth day of each Month commencing with
the Month of March 2005; |
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| and the first Dividend Payment Date shall be May 1, 2000; | |||||
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| (m) | "Dividend Period” means: | ||||
| (i) | during
the Fixed Rate Period, the period from and including a Dividend Payment
Date to but not including the next succeeding Dividend Payment Date;
and |
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| (ii) | during the Floating Rate Period, a Month; | ||||
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(n) |
"Ex-Dividend Date” means: | |||
(i)
|
the
Trading Day which, under the rules or normal practices of the Exchange,
is designated or recognized as the ex-dividend date relative to any
dividend record date for the Series 15 Preferred Shares; or |
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(ii) |
if
the Board of Directors fails to declare a dividend in respect of a Month,
the Trading Day which, under the rules or normal practices of the Exchange,
would be recognized as the Ex-Dividend Date relative to any Deemed Record
Date for the Series 15 Preferred Shares; |
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(o) |
"Exchange”
means the Toronto Stock Exchange or such other exchange or trading market
in Canada as may be determined from to time by the Corporation as being
the principal trading market for the Series 15 Preferred Shares; |
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(p) |
"Fixed
Rate Period” means the period commencing with the date of issue
of the Series 15 Preferred Shares and ending on and including January
31, 2005; |
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(q) |
"Floating
Rate Period” means the period commencing immediately after the
end of the Fixed Rate Period and continuing for so long as any of the
Series 15 Preferred Shares shall be outstanding; |
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| (r) | "Month” means a calendar month; | ||||
(s) |
"Prime”
for a Month means the average (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) of the Prime Rate in effect on each
day of such Month; |
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(t) |
"Prime
Rate” for any day means the average (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) of the annual rates of interest announced
from time to time by the Banks as the reference rates then in effect
for such day for determining interest rates on Canadian dollar commercial
loans made to prime commercial borrowers in Canada. If one of the Banks
does not have such an interest rate in effect on a day, the Prime Rate
for such day shall be such interest rate in effect for that day of the
other Bank; if both Banks do not have such an interest rate in effect
on a day, the Prime Rate for that day shall be equal to one and a half
percent (1.5%) per annum plus the average yield expressed as a percentage
per annum on 91-day Government of Canada Treasury Bills, as reported
by the Bank of Canada, for the weekly tender for the week immediately
preceding that day; and if both of such Banks do not have such an interest
rate in effect on a day and the Bank of Canada does not report such
average yield per annum, the Prime Rate for that day shall be equal
to the Prime Rate for the next preceding day. The Prime Rate and Prime
shall be determined from time to time by an officer of the Corporation
from quotations |
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supplied
by the Banks or otherwise publicly available. Such determination shall,
in the absence of manifest error, be final and binding upon the Corporation
and upon all holders of Series 15 Preferred Shares; |
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(u) |
"Trading
Day” means, if the Exchange is a stock exchange in Canada, a day
on which the Exchange is open for trading or, in any other case, a business
day. |
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| 4.1.2 | General | ||||
The
holders of the Series 15 Preferred Shares shall be entitled to receive
cumulative preferred cash dividends, as and when declared by the Board
of Directors, out of moneys of the Corporation properly applicable to
the payment of dividends, at the rates and times herein provided. Dividends
on the Series 15 Preferred Shares shall accrue on a daily basis from
and including the date of issue thereof, and shall be payable quarterly
during the Fixed Rate Period and monthly during the Floating Rate Period.
Payment of the dividend on the Series 15 Preferred Shares payable on
any Dividend Payment Date (less any tax required to be deducted) shall
be made by cheque at par in lawful money of Canada payable at any branch
in Canada of the Corporation’s bankers. |
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Dividends
declared on the Series 15 Preferred Shares shall (except in case of
redemption in which case payment of dividends shall be made on surrender
of the certificate representing the Series 15 Preferred Shares to be
redeemed) be paid by posting in a postage paid envelope addressed to
each holder of the Series 15 Preferred Shares at the last address of
such holder as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation, or, in
the case of joint holders, to the address of that one whose name appears
first in the securities register of the Corporation as one of such joint
holders, a cheque for such dividends (less any tax required to be deducted)
payable to the order of such holder or, in the case of joint holders,
to the order of all such holders failing written instructions from them
to the contrary. Notwithstanding the foregoing, any dividend cheque
may be delivered by the Corporation to a holder of Series 15 Preferred
Shares at his address as aforesaid. The posting or delivery of such
cheque shall be deemed to be payment and shall satisfy and discharge
all liabilities for the payment of such dividends to the extent of the
sum represented thereby (plus the amount of any tax required to be deducted
as aforesaid) unless such cheque is not paid on due presentation. |
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| 4.1.3 | Fixed
Rate Period |
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During
the Fixed Rate Period, the dividends in respect of the Series 15 Preferred
Shares shall be payable quarterly at the Annual Fixed Dividend Rate.
Accordingly, on each Dividend Payment Date during the Fixed Rate Period,
other than May 1, 2000, but including February 1, 2005, the dividend
payable shall be $0.34375 per Series 15 Preferred Share. The amount
of the first quarterly dividend payable on each Series 15 Preferred
Share on May 1, 2000, shall be in the amount of $1.375 multiplied by
a fraction of which the numerator is the number of days from and including
the original date of issue of the Series 15 Preferred Shares to but
excluding the first Dividend Payment Date and the denominator is 365.
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| 4.1.4 | Floating Rate Period | ||||
During
the Floating Rate Period, the dividends in respect of the Series 15
Preferred Shares shall be payable monthly at the Annual Floating Dividend
Rate as calculated from time to time. Accordingly, on each Dividend
Payment Date during the Floating Rate Period, the dividend payable on
the Series 15 Preferred Shares shall be that amount (rounded to the
nearest one-thousandth (1/1000) of one cent) obtained by multiplying
$25.00 by the Annual Floating Dividend Rate applicable to the Month
preceding such Dividend Payment Date and by dividing the product by
twelve. The record date for the purpose of determining holders of Series
15 Preferred Shares entitled to receive dividends on each Dividend Payment
Date during the Floating Rate Period shall be the last Trading Day of
the next preceding Month. In the event of the redemption or purchase
of Series 15 Preferred Shares during the Floating Rate Period or the
distribution of the assets of the Corporation during the Floating Rate
Period as contemplated by section 4.2 hereof, the amount of the dividend
which has accrued during the Month in which such redemption, purchase
or distribution occurs shall be
the amount (rounded to the nearest one-thousandth (1/1000) of one cent)
calculated by multiplying: |
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| (i) | the
amount obtained by multiplying $25.00 by one-twelfth (1/12) of the Annual
Floating Dividend Rate applicable to the preceding Month; by |
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| (ii) | a
fraction of which the numerator is the number of days elapsed in the
Month in which such redemption, purchase or distribution occurs up to
but not including the date of such event and the denominator of which
is the number of days in that Month. |
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| 4.1.5 | Calculation of Designated Percentage | ||||
The
Corporation shall as promptly as practicable calculate the Designated
Percentage for each Month and give notice thereof to all stock exchanges
in Canada on which the Series 15 Preferred Shares are listed for trading
or if the Series 15 Preferred Shares are not listed on a stock exchange
in Canada to the Investment Dealers Association of Canada. |
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|
4.2 |
Rights on Liquidation | ||||
In
the event of the liquidation, dissolution or winding up of the corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 15 Preferred Shares
shall be entitled to receive $25.00 per Series 15 Preferred Share together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 15
Preferred Shares. Upon payment of such amounts, the holders of the Series
15 Preferred Shares shall not be entitled to share in any further distribution
of the property or assets of the Corporation. |
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| 4.3 | Redemption at the Option of the Corporation | ||||
The
Corporation may not redeem any of the Series 15 Preferred Shares prior
to February 1, 2005. Subject to applicable law and section 4.1.5 hereof,
upon giving notice as hereinafter provided, the Corporation may, i)
on February 1, 2005, redeem all, but |
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not
less than all, of the outstanding Series 15 Preferred Shares, on payment
of $25.00 for each such share to be redeemed; and ii) subsequent to
February 1, 2005 redeem at any time all, but not less than all, of the
outstanding Series 15 Preferred Shares, on payment of $25.50 for each
such share to be redeemed, in each case, together with accrued and unpaid
dividends up to but excluding the date fixed for redemption, the whole
constituting the redemption price. |
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The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 15 Preferred Shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given by posting the same
in a postage paid envelope addressed to each holder of Series 15 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation, provided that the accidental failure
or omission to give any such notices as aforesaid to one or more of
such holders shall not affect the validity of the redemption as to the
other holders of the Series 15 Preferred Shares to be redeemed. Such
notice shall set out the number of such Series 15 Preferred Shares held
by the person to whom it is addressed which are to be redeemed and the
redemption price and shall also set out the date on which the redemption
is to take place, and on and after the date so specified for redemption
the Corporation shall pay or cause to be paid to the holders of such
Series 15 Preferred shares to be redeemed the redemption price on presentation
and surrender at any place or places within Canada designated by such
notice, of the certificate or certificates for such Series 15 Preferred
Shares so called for redemption; such payment shall be made by cheque
payable at par at any branch in Canada of the Corporation’s bankers;
from and after the date specified in any such notice, the Series 15
Preferred Shares called for redemption shall cease to be entitled to
dividends and the holders thereof shall not be entitled to exercise
any of the rights of shareholders in respect thereof unless payment
of the redemption price shall not be duly made by the Corporation; at
any time after notice of redemption is given as aforesaid, the Corporation
shall have the right to deposit the redemption price of any or all Series
15 Preferred Shares called for redemption with any chartered bank or
banks or with any trust company or trust companies in Canada named in
the notice of redemption to the credit of a special account or accounts
in trust for the respective holders of such shares, to be paid to them
respectively upon surrender to such bank or banks or trust company or
trust companies of the certificate or certificates representing the
same, and upon such deposit or deposits being made, such shares shall
be redeemed on the redemption date specified in the notice of redemption;
after the Corporation has made a deposit as aforesaid with respect to
any shares, the holders thereof shall not, from and after the redemption
date, be entitled to exercise any of the rights of the shareholders
in respect thereof and the rights of the holders thereof shall be limited
to receiving the proportion of the amounts so deposited applicable to
such shares, without interest; any interest allowed on such deposit
shall belong to the Corporation. |
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| 4.4 | Conversion of Series 15 Preferred Shares | ||||
| 4.4.1 | Conversion at the Option of the Holder | ||||
Holders
of Series 15 Preferred Shares shall have the right, at their option,
on February 1, 2005 and on February 1 in every fifth year thereafter
(a "Conversion Date”), to convert, subject to the terms and
conditions hereof, all or any Series 15 Preferred |
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Shares
registered in their name into Series 16 Preferred Shares of the Corporation
on the basis of one (1) Series 16 Preferred Share for each Series 15
Preferred Share. The Corporation shall give notice in writing to the
then holders of the Series 15 Preferred Shares of the Selected Percentage
Rate (as defined in section 5.1.1 of the articles of the Corporation
relating to the Series 16 Preferred Shares) determined by the Board
of Directors to be applicable for the next succeeding Fixed Dividend
Rate Period (as defined in section 5.1.1 of the articles of the Corporation
relating to the Series 16 Preferred Shares) and of the conversion right
provided for herein; such notice shall be given by posting the same
in a postage paid envelope addressed to each holder of the Series 15
Preferred Shares at the last address of such holders as it appears on
the securities register of the Corporation or, in the event of the address
of any holder not so appearing, then to the address of such holder last
known to the Corporation. Such notice shall set out the Conversion Date
and shall be given not less than 45 days nor more than 60 days prior
to the applicable Conversion Date. |
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If
the Corporation gives notice as provided in section 4.3 to the holders
of the Series 15 Preferred Shares of the redemption of all the Series
15 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 4.4.1 to the holders of the Series 15 Preferred
Shares of a Selected Percentage Rate (as defined in section 5.1.1 of
the articles of the Corporation relating to the Series 16 Preferred
Shares) for the Series 16 Preferred Shares or of the conversion right
and the right of any holder of Series 15 Preferred
Shares to convert such Series 15 Preferred Shares as herein provided
shall cease and terminate in that event. |
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Holders
of Series 15 Preferred Shares shall not be entitled to convert their
shares into Series 16 Preferred Shares if, following the close of business
on the 14th day preceding a Conversion Date, the Corporation
determines that there would remain outstanding on the Conversion Date
less than 1,000,000 Series 16 Preferred Shares, after taking into account
all Series 15 Preferred Shares tendered for conversion into Series 16
Preferred Shares and all Series 16 Preferred Shares tendered for conversion
into Series 15 Preferred Shares. The Corporation shall give notice in
writing thereof, in accordance with the provisions of the first paragraph
of this section 4.4.1, to all affected holders of Series 15 Preferred
Shares at least seven (7) days prior to the applicable Conversion Date
and will issue and deliver, or cause to be delivered, prior to such
Conversion Date, at the expense of the Corporation, to such holders
of Series 15 Preferred Shares, who have surrendered for conversion any
certificate or certificates representing Series 15 Preferred Shares,
new certificates representing the Series 15 Preferred Shares represented
by any certificate or certificates surrendered as aforesaid.
|
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| 4.4.2 | Automatic Conversion | ||||
If
following the close of business on the 14th day preceding
a Conversion Date the Corporation determines that there would remain
outstanding on the Conversion Date less than 1,000,000 Series 15 Preferred
Shares after taking into account all Series 15 Preferred Shares tendered
for conversion into Series 16 Preferred Shares and all Series 16 Preferred
Shares tendered for conversion into Series 15 Preferred shares, then,
all, but not part, of the remaining outstanding Series 15 Preferred
Shares shall automatically be converted into Series 16 Preferred Shares
on the basis of one (1) Series 16 Preferred Share for each Series 15
Preferred Share on the applicable Conversion Date and the Corporation
shall give notice in writing thereof, in accordance with the provisions
of section 4.4.1, to the holders of such remaining Series 15 Preferred
Shares at least seven (7) days prior to the Conversion Date.
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| 4.4.3 | Manner of Exercise of Conversion Privilege | ||||
The
conversion of Series 15 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a Conversion Date but not later than the close
of business on the 14th day preceding a Conversion Date during
usual business hours at any office of any transfer agent of the Corporation
at which the Series 15 Preferred Shares are transferable accompanied
by: i) payment or evidence of payment of the tax (if any) payable as
provided in this section 4.4.3; and ii) a written instrument of surrender
in form satisfactory to the Corporation duly executed by the holder,
or his attorney duly authorized in writing, in which instrument such
holder may also elect to convert part only of the Series 15 Preferred
Shares represented by such certificate or certificates not theretofore
called for redemption in which event the Corporation shall issue and
deliver or cause to be delivered to such holder, at the expense of the
Corporation, a new certificate representing the Series 15 Preferred
Shares represented by such certificate or certificates which have not
been converted. |
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In
the event the Corporation is required to convert all remaining outstanding
Series 15 Preferred Shares into Series 16 Preferred Shares on the applicable
Conversion Date as provided for in section 4.4.2, the Series 15 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 16
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 16 Preferred Shares at the close of business on the Conversion
Date and shall be entitled, upon surrender during usual business hours
at any office of any transfer agent of the Corporation at which the
Series 15 Preferred Shares were transferable of the certificate or certificates
representing Series 15 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 16 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 4.4.3. |
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As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 15 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 16 Preferred Shares and the number of remaining
Series 15 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
15 Preferred Shares as the holder thereof shall cease at such time and
the person or persons entitled to receive Series 16 Preferred Shares
upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Series 16 Preferred Shares at
such time. |
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The
holder of any Series 15 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 16 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
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The
issuance of certificates for the Series 16 Preferred Shares upon the
conversion of Series 15 Preferred Shares shall be made without charge
to the converting holders of Series 15 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
16 Preferred Shares represented thereby; provided, however, |
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that
the Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 16 Preferred Shares are
issued in respect of the issuance of such Series 16 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 15 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
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| 4.4.4 | Status of Converted Series 15 Preferred Shares | ||||
All
Series 15 Preferred Shares converted into Series 16 Preferred Shares
on a Conversion Date shall not be cancelled but shall be restored to
the status of authorized but unissued shares of the Corporation as at
the close of business on the Conversion Date. |
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| 4.5 | Restrictions on Dividends and Retirement of Shares | ||||
| Without the approval of the holders of outstanding Series 15 Preferred Shares: | |||||
| (a) | the
Corporation shall not declare, pay or set apart for payment any dividends
(other than stock dividends payable in shares of the Corporation ranking
junior to the Series 15 Preferred Shares) on the Common Shares of the
Corporation or any other shares of the Corporation ranking junior to
the Series 15 Preferred Shares; |
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| (b) | the
Corporation shall not redeem, purchase or otherwise retire or make any
capital distribution on or in respect of the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
15 Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares of the Corporation ranking junior to the
Series 15 Preferred Shares); |
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| (c) | the
Corporation shall not purchase or otherwise retire less than all of
the Series 15 Preferred Shares then outstanding; or |
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| (d) | the
Corporation shall not redeem, purchase or otherwise retire (except in
connection with the exercise of any retraction privilege or any mandatory
redemption obligation attaching thereto) any shares of any class or
series ranking on a parity with the Series 15 Preferred Shares provided
that, for greater certainty, the covenant in this clause (d) shall not
limit or affect any such action in respect of any class of shares ranking
in priority to the Series 15 Preferred Shares; |
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unless,
in each case, all cumulative dividends on outstanding Series 15 Preferred
Shares accrued up to and including the dividend payable for the last
completed period for which dividends were payable shall have been declared
and paid. |
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Any
approval of the holders of Series 15 Preferred Shares required to be
given pursuant to this section 4.5 may be given in accordance with the
second paragraph of section 4.7 and section 4.10. Notwithstanding the
provisions of section 4.10 hereof, any approval required to be given
pursuant to this section 4.5 shall be required to be given only by the
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affirmative
vote of the holders of the majority of the Series 15 Preferred Shares
present or represented at a meeting, or adjourned meeting, of the holders
of Series 15 Preferred Shares duly called for the purpose and at which
a quorum is present. |
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| 4.6 | Purchase for Cancellation | ||||
The
Corporation may at any time purchase for cancellation the whole or any
part of the Series 15 Preferred Shares outstanding from time to time,
in the open market through or from an investment dealer or any firm
holding membership on a recognized stock exchange, or by private agreement
or otherwise, at the lowest price or prices at which in the opinion
of the Board of Directors such shares are obtainable. |
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| 4.7 | Voting Rights | ||||
If the Corporation fails to pay eight (8) dividends on the Series 15
Preferred Shares, whether or not consecutive, the holders of the Series
15 Preferred Shares shall have the right to receive notice of, and to
attend, each meeting of shareholders of the Corporation which takes
place more than 60 days after the date on which the failure first occurs
(other than a separate meeting of the holders of another series or class
of shares) and such holders shall also have the right, at any such meeting,
to one (1) vote for each Series 15 Preferred Share held, until all such
arrears of dividends on the Series 15 Preferred Shares shall have been
paid whereupon such rights shall cease unless and until the same default
shall again arise under the provisions of this section 4.7. |
|||||
In
connection with any actions to be taken by the Corporation which require
the approval of the holders of the Series 15 Preferred Shares voting
as a series or as part of a class, each Series 15 Preferred Share shall
entitle the holder thereof to one (1) vote for such purpose. |
|||||
| 4.8 | Issue of Additional Preferred Shares | ||||
The
Corporation may issue additional series of Class A Preferred Shares
ranking on a parity with the Series 15 Preferred Shares without the
authorization of the holders of the Series 15 Preferred Shares. |
|||||
| 4.9 | Modifications | ||||
The
provisions attaching to the Series 15 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 4.10. |
|||||
None
of the series provisions of the articles of the Corporation relating
to the Series 15 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 16 Preferred Shares are, to the extent deemed
required by the Corporation, amended or otherwise changed in the same
proportion and in the same manner. |
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| 4.10 | Approval of Holders of Series 15 Preferred Shares | ||||
Any
approval given by the holders of the Series 15 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 15 |
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14 - |
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Preferred
Shares as provided in the provisions attaching to the Class A Preferred
Shares as a class, which provisions shall apply mutatis mutandis.
|
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| 4.11 | Tax Election | ||||
The
Corporation shall elect, in the manner and within the time provided
under the Income Tax Act (Canada) (the "ITA"), under
subsection 191.2(1) of the said Act, or any successor or replacement
provision of similar effect, and take all other necessary action under
such Act, to pay tax at a rate such that no holder of the Series 15
Preferred Shares will be required to pay tax on dividends received on
the Series 15 Preferred Shares under section 187.2 of Part IV.I of such
Act or any successor or replacement provision of similar effect. |
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| 4.12 | Mail Service Interruption | ||||
| If the Corporation determines that mail service is, or is threatened to be, interrupted at the time when the Corporation is required or elects to give any notice hereunder by mail, or is required to send any cheque or any share certificate to the holder of any Series 15 Preferred Shares, whether in connection with the redemption or conversion of such share or otherwise, the Corporation may, notwithstanding the provisions hereof: | |||||
| (a) |
give such notice by telex, telecopier or telegraph communication or
by means of publication once in each of two successive weeks in a newspaper
of general circulation published or distributed in Montreal and Toronto
and such notice shall be deemed to have been given on the date on which
such telex, telecopier or telegraph communication was given or on the
date on which the first publication has taken place; and |
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| (b) | fulfill
the requirement to send such cheque or such share certificate by arranging
for delivery thereof to the principal office of the Corporation in Montreal,
and such cheque and/or certificate shall be deemed to have been sent
on the date on which notice of such arrangement shall have been given
as provided in (a) above, provided that as soon as the Corporation determines
that mail service is no longer interrupted
or threatened to be interrupted such cheque or share certificate, if
not theretofore delivered to such holder, shall be sent by ordinary
unregistered first class prepaid mail to the registered address of each
person who at the date of mailing is a registered holder and who is
entitled to receive such cheque or share certificate, or in the event
of the address of any such holder not appearing on the securities register
of the Corporation, then at the last address of such holder known to
the Corporation. |
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| 4.13 | Notice of Annual Dividend Rate Applicable to the Series 16 Preferred Shares | ||||
Within
three (3) business days of the determination of the Annual Dividend
Rate (as defined in section 5.1.1 of the articles of the Corporation
relating to the Series 16 Preferred Shares) the Corporation shall give
notice thereof to the holders of the Series 15 Preferred Shares by publication
once in the national edition of The Globe and Mail in the English language
and once in the City of Montreal in both the French and English languages
in a daily newspaper of general circulation in Montreal; provided that
if any such newspaper is not being generally circulated at that time,
such notice shall be published in another equivalent publication.
|
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|
4.14
|
Definitions | ||||
| In the provisions herein contained attaching to the Series 15 Preferred Shares: | |||||
| (a) | "accrued
and unpaid dividend” means: i) during the Fixed Rate Period, the
aggregate of (A) all unpaid dividends on the Series 15 Preferred shares
for any Dividend Period and (B) the amount calculated as though dividends
on each Series 15 Preferred Share had been accruing on a day-to-day
basis from and including the date on which the last quarterly dividend
was payable to but excluding the date to which the computation of accrued
dividends is to be made; and (ii) during the Floating Rate Period, the
aggregate of (A) all unpaid dividends on the Series 15 Preferred Shares
for any Dividend Period and (B) the amount calculated as though dividends
on each Series 15 Preferred Share had been accruing on a day-to-day
basis from and including the first day of the Month immediately following
the Dividend Period with respect to which the last monthly dividend
will be or was, as the case may be, payable to but excluding the date
to which the computation of accrued dividends is to be made; and |
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| (b) | "in
priority to”, "on a parity with” and "junior to”
have reference to the order of priority in payment of dividends and
in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
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| 4.15 | Interpretation | ||||
In
the event that any date on which any dividend on the Series 15 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 15 Preferred shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day” shall be a day other than a Saturday, a Sunday
or any other day that is treated as a holiday at the Corporation’s
principal office in Canada. |
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| 5. | SERIES 16 PREFERRED SHARES | ||||
The
Series 16 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
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| 5.1 | Dividend | ||||
| 5.1.1 | Definitions | ||||
For
the purposes hereof, the following capitalized terms shall have the
following meanings, unless the context otherwise requires: |
|||||
| (a) | "Annual
Dividend Rate” means for any Fixed Dividend Rate Period the rate
of interest expressed as a percentage per annum (rounded to the nearest
onethousandth of one percent (0.001%)) which is equal to the Government
of |
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|
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Canada
Yield multiplied by the Selected Percentage Rate for such Fixed Dividend
Rate Period; |
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| (b) | "Dividend Payment Date” means the first day of each of February, May, August and November in each year; | ||||
| (c) | "Fixed
Dividend Rate Period” means for the initial Fixed Dividend Rate
Period, the period commencing on February 1, 2005 and ending on and
including January 31, 2010 and for each succeeding Fixed Dividend Rate
Period, the period commencing on the day immediately following the end
of the immediately preceding Fixed Dividend Rate Period and ending on
and including January 31 in the fifth year immediately thereafter; |
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| (d) | "Government
of Canada Yield” on any date shall mean the average of the yields
determined by two registered Canadian investment dealers, selected by
the Board of Directors, as being the yield to maturity on such date
compounded semi-annually and calculated in accordance with generally
accepted financial practice, which a non-callable Government of Canada
Bond would carry if issued in Canadian dollars in Canada at 100% of
its principal amount on such date with a term to maturity of five years;
and |
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| (e) | "Selected
Percentage Rate” for each Fixed Dividend Rate Period means the
rate of interested, expressed as a percentage of the Government of Canada
Yield, determined by the Board of Directors as set forth in the notice
to the holders of the Series 16 Preferred Shares given in accordance
with the provisions of section 5.4.1, which rate of interest shall be
not less than 80% of the Government of Canada Yield. |
||||
| 5.1.2 | General | ||||
The holders of the Series 16 Preferred Shares shall be entitled to receive
fixed, cumulative, preferred cash dividends, as and when declared by
the Board of Directors, out of moneys of the Corporation properly applicable
to the payment of dividends, in the amount per share per annum determined
by multiplying the Annual Dividend Rate by $25.00 payable quarterly
in respect of each 12 month period on the first day of February, May,
August and November by cheque at par in lawful money of Canada at any
branch in Canada of the Corporation’s bankers. |
|||||
Dividends
declared on the Series 16 Preferred Shares shall (except in case of
redemption in which case payment of dividends shall be made on surrender
of the certificate representing the Series 16 Preferred Shares to be
redeemed) be paid by posting in a postage paid envelope addressed to
each holder of the Series 16 Preferred Shares at the last address of
such holder as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation, or, in
the case of joint holders, to the address of that one whose name appears
first in the securities register of the Corporation as one of such joint
holders, a cheque for such dividends (less any tax required to be deducted)
payable to the order of such holder or, in the case of joint holders,
to the order of all such holders failing written instructions from them
to the contrary. Notwithstanding the foregoing, any dividend cheque
may be delivered by the Corporation to a holder of Series 16 Preferred
Shares at his address as aforesaid. The posting or delivery of such
cheque shall be deemed to be payment and shall satisfy and |
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discharge
all liabilities for the payment of such dividends to the extent of the
sum represented thereby (plus the amount of any tax required to be deducted
as aforesaid) unless such cheque is not paid on due presentation. |
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| 5.1.3 | Calculation of Annual Dividend Rate | ||||
The Corporation shall calculate on the 21st day prior to the first day
of each Fixed Dividend Rate Period the Annual Dividend Rate for each
Fixed Dividend Rate Period based upon the Selected Percentage Rate and
the Government of Canada Yield in effect at 10:00 A.M. (Montreal time)
on the said 21st day prior to the first day of each Fixed Dividend Rate
Period and give notice thereof: (i) within one (1) business day to all
stock exchanges in Canada on which the Series 16 Preferred Shares are
listed for trading or if the Series 16 Preferred Shares are not listed
on a stock exchange in Canada, to the Investment Dealers Association
of Canada; and (ii) within three (3) business days to, except in relation
to the initial Fixed Dividend Rate Period, the holders of the Series
16 Preferred Shares by publication once in the national edition of The
Globe and Mail in the English language and once in the City of Montreal
in both the French and English languages in a daily newspaper of general
circulation in Montreal; provided that if any such newspaper is not
being generally circulated at that time, such notice shall be published
in another equivalent publication. |
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| 5.2 | Rights on Liquidation | ||||
In
the event of the liquidation, dissolution or winding up of the corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 16 Preferred Shares
shall be entitled to receive $25.00 per Series 16 Preferred Shares together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 16
Preferred Shares. Upon payment of such amounts, the holders of the Series
16 Preferred Shares shall not be entitled to share in any further distribution
of the properly or assets of the Corporation. |
|||||
| 5.3 | Redemption at the Option of the Corporation | ||||
The Corporation may not redeem any of the Series 16 Preferred Shares
prior to February 1, 2010. Subject to applicable law and section 5.5
hereof, upon giving notice as hereinafter provided, the Corporation
may, on February 1, 2010 or on February 1 in every fifth year thereafter,
redeem all, but not less than all, of the outstanding Series 16 Preferred
Shares on payment of $25.00 for each such share to be redeemed together
with accrued and unpaid
dividends up to but excluding the date fixed for redemption, the whole
constituting the redemption price. |
|||||
The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 16 Preferred Shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given by posting the same
in a postage paid envelope addressed to each holder of Series 16 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation, provided that the accidental failure
or omission to give any such notices as aforesaid to one or |
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more
of such holders shall not affect the validity of the redemption as to
the other holders of the Series 16 Preferred Shares to be redeemed.
Such notice shall set out the number of such Series 16 Preferred Shares
held by the person to whom it is addressed which are to be redeemed
and the redemption price and shall also set out the date on which the
redemption is to take place, and on and after the date so specified
for redemption the Corporation shall pay or cause to be paid to the
holders of such Series 16 Preferred shares to be redeemed the redemption
price on presentation and surrender at any place or places within Canada
designated by such notice, of the certificate or certificates for such
Series 16 Preferred Shares so called for redemption; such payment shall
be made by cheque payable at par at any branch in Canada of the Corporation’s
bankers; from and after the date specified in any such notice, the Series
16 Preferred Shares called for redemption shall cease to be entitled
to dividends and the holders thereof shall not be entitled to exercise
any of the rights of shareholders in respect thereof unless payment
of the redemption price shall not be duly made by the Corporation; at
any time after notice of redemption is given as aforesaid, the Corporation
shall have the right to deposit the redemption price of any or all Series
16 Preferred Shares called for redemption with any chartered bank or
banks or with any trust company or trust companies in Canada named in
the notice of redemption to the credit of a special account or accounts
in trust for the respective holders of such shares, to be paid to them
respectively upon surrender to such bank or banks or trust company or
trust companies of the certificate or certificates representing the
same, and upon such deposit or deposits being made, such shares shall
be redeemed on the redemption date specified in the notice of redemption;
after the Corporation has made a deposit as aforesaid with respect to
any shares, the holders thereof shall not, from and after the redemption
date, be entitled to exercise any of the rights of the shareholders
in respect thereof and the rights of the holders thereof shall be limited
to receiving the proportion of the amounts so deposited applicable to
such shares, without interest; any interest allowed on such deposit
shall belong to the Corporation. |
|||||
| 5.4 | Conversion of Series 16 Preferred Shares | ||||
| 5.4.1 | Conversion at the Option of the Holder | ||||
Holders
of Series 16 Preferred Shares shall have the right, at their option,
on February 1, 2010 and on February 1 in every fifth year thereafter
(a "Conversion Date”), to convert, subject to the terms and
conditions hereof, all or any Series 16 Preferred Shares registered
in their name into Series 15 Preferred Shares of the Corporation on
the basis of one (1) Series 15 Preferred Share for each Series 16 Preferred
Share. The Corporation shall give notice in writing to the then holders
of the Series 16 Preferred Shares of the Selected Percentage Rate determined
by the Board of Directors to be applicable for the next succeeding Fixed
Dividend Rate Period and of the conversion right provided for herein;
such notice shall be given by posting the same in a postage paid envelope
addressed to each holder of the Series 16 Preferred Shares at the last
address of such holders as it appears on the securities register of
the Corporation or, in the event of the address of any holder not so
appearing, then to the address of such holder last known to the Corporation.
Such notice shall set out the Conversion Date and shall be given not
less than 45 days nor more than 60 days prior to the applicable Conversion
Date. |
|||||
If
the Corporation gives notice as provided in section 5.3 to the holders
of the Series 16 Preferred Shares of the redemption of all the Series
16 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 5.4.1 to the |
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|
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holders
of the Series 16 Preferred Shares of a Selected Percentage Rate or of
the conversion right and the right of any holder of Series 16 Preferred
Shares to convert such Series 16 Preferred Shares as herein provided
shall cease and terminate in that event. |
|||||
Holders of Series 16 Preferred Shares shall not be entitled to convert
their shares into Series 15 Preferred Shares if, following the close
of business on the 14th day preceding a Conversion Date,
the Corporation determines that there would remain outstanding on the
Conversion Date less than 1,000,000 Series 15 Preferred Shares, after
taking into account all Series 16 Preferred Shares tendered for conversion
into Series 15 Preferred Shares and all Series 15 Preferred Shares tendered
for conversion into Series 16 Preferred Shares. The Corporation shall
give notice in writing thereof, in accordance with the provisions of
the first paragraph of this section 5.4.1, to all affected holders of
Series 16 Preferred Shares at least seven (7) days prior to the applicable
Conversion Date and will issue and deliver, or cause to be delivered,
prior to such Conversion Date, at the expense of the Corporation, to
such holders of Series 16 Preferred Shares, who have surrendered for
conversion any certificate or certificates representing Series 16 Preferred
Shares, new certificates representing the Series 16 Preferred Shares
represented by any certificate or certificates surrendered as aforesaid. |
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| 5.4.2 | Automatic Conversion | ||||
If
following the close of business on the 14th day preceding
a Conversion Date the Corporation determines that there would remain
outstanding on the Conversion Date less than 1,000,000 Series 16 Preferred
Shares after taking into account all Series 16 Preferred Shares tendered
for conversion into Series 15 Preferred Shares and all Series 15 Preferred
Shares tendered for conversion into Series 16 Preferred shares, then,
all, but not part, of the remaining outstanding Series 16 Preferred
Shares shall automatically be converted into Series 15 Preferred Shares
on the basis of one (1) Series 15 Preferred Share for each Series 16
Preferred Share on the applicable Conversion Date and the Corporation
shall give notice in writing thereof, in accordance with the provisions
of section 5.4.1, to the holders of such remaining Series 16 Preferred
Shares at least seven (7) days prior to the Conversion Date. |
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| 5.4.3 | Manner of Exercise of Conversion Privilege | ||||
The conversion of Series 16 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a Conversion Date but not later than the close
of business on the 14th day preceding a Conversion Date during
usual business hours at any office of any transfer agent of the Corporation
at which the Series 16 Preferred Shares are transferable accompanied
by: (i) payment or evidence of payment of the tax (if any) payable as
provided in this section 5.4.3; and ii) a written instrument of surrender
in form satisfactory to the Corporation duly executed by the holder,
or his attorney duly authorized in writing, in which instrument such
holder may also elect
to convert part only of the Series 16 Preferred Shares represented by
such certificate or certificates not theretofore called for redemption
in which event the Corporation shall issue and deliver or cause to be
delivered to such holder, at the expense of the Corporation, a new certificate
representing the Series 16 Preferred Shares represented by such certificate
or certificates which have not been converted. |
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In the event the Corporation is required to convert all remaining outstanding
Series 16 Preferred Shares into Series 15 Preferred Shares on the applicable
Conversion Date as provided for in section 5.4.2, the Series 16 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 15
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 15 Preferred Shares at the close of business on the Conversion
Date and shall be entitled, upon surrender during usual business hours
at any office of any transfer agent of the Corporation at which the
Series 16 Preferred Shares were transferable of the certificate or certificates
representing Series 16 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 15 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 5.4.3. |
|||||
As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 16 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 15 Preferred Shares and the number of remaining
Series 16 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
16 Preferred Shares as the holder thereof shall cease at such time and
the person or persons entitled to receive Series 15 Preferred Shares
upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Series 15 Preferred Shares at
such time. |
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The
holder of any Series 16 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 15 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
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The
issuance of certificates for the Series 15 Preferred Shares upon the
conversion of Series 16 Preferred Shares shall be made without charge
to the converting holders of Series 16 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
15 Preferred Shares represented thereby; provided, however, that the
Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 15 Preferred Shares are
issued in respect of the issuance of such Series 15 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 16 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
|||||
| 5.4.4 | Status of Converted Series 16 Preferred Shares | ||||
All
Series 16 Preferred Shares converted into Series 15 Preferred Shares
on a Conversion Date shall not be cancelled but shall be restored to
the status of authorized but unissued shares of the Corporation as at
the close of business on the Conversion Date. |
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| 5.5 | Restrictions on Dividends and Retirement of Shares | ||||
| Without the approval of the holders of outstanding Series 16 Preferred Shares: | |||||
| (a) | the
Corporation shall not declare, pay or set apart for payment any dividends
(other than stock dividends payable in shares of the Corporation ranking
junior to the Series 16 Preferred Shares) on the Common Shares of the
Corporation or any other shares of the Corporation ranking junior to
the Series 16 Preferred Shares; |
||||
| (b) | the
Corporation shall not redeem, purchase or otherwise retire or make any
capital distribution on or in respect of the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
16 Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares of the Corporation ranking junior to the
Series 16 Preferred Shares); |
||||
| (c) | the
Corporation shall not purchase or otherwise retire less than all of
the Series 16 Preferred Shares then outstanding; or |
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| (d) | the
Corporation shall not redeem, purchase or otherwise retire (except in
connection with the exercise of any retraction privilege or any mandatory
redemption obligation attaching thereto) any shares of any class or
series ranking on a parity with the Series 16 Preferred Shares provided
that, for greater certainty, the covenant in this clause (d) shall not
limit or affect any such action in respect of any class of shares ranking
in priority to the Series 16 Preferred Shares; |
||||
unless,
in each case, all cumulative dividends on outstanding Series 16 Preferred
Shares accrued up to and including the dividend payable for the last
completed period for which dividends were payable shall have been declared
and paid. |
|||||
Any
approval of the holders of Series 16 Preferred Shares required to be
given pursuant to this section 5.5 may be given in accordance with the
second paragraph of section 5.7 and section 5.10. Notwithstanding the
provisions of section 5.10 hereof, any approval required to be given
pursuant to this section 5.5 shall be required to be given only by the
affirmative vote of the holders of the majority of the Series 16 Preferred
Shares present or represented at a meeting, or adjourned meeting, of
the holders of Series 16 Preferred Shares duly called for the purpose
and at which a quorum is present. |
|||||
| 5.6 | Purchase
for Cancellation |
||||
The
Corporation may at any time purchase for cancellation the whole or any
part of the Series 16 Preferred Shares outstanding from time to time,
in the open market through or from an investment dealer or any firm
holding membership on a recognized stock exchange, or by private agreement
or otherwise, at the lowest price or prices at which in the opinion
of the Board of Directors such shares are obtainable. |
|||||
| 5.7 | Voting Rights | ||||
If
the Corporation fails to pay eight (8) dividends on the Series 16 Preferred
Shares, whether or not consecutive, the holders of the Series 16 Preferred
Shares shall have the right to receive notice of, and to attend, each
meeting of shareholders of the Corporation |
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22 - |
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which
takes place more than 60 days after the date on which the failure first
occurs (other than a separate meeting of the holders of another series
or class of shares) and such holders shall also have the right, at any
such meeting, to one (1) vote for each Series 16 Preferred Share held,
until all such arrears of dividends on the Series 16 Preferred Shares
shall have been paid whereupon such rights shall cease unless and until
the same default shall again arise under the provisions of this section
5.7. |
|||||
| In connection with any actions to be taken by the Corporation which require the approval of the holders of the Series 16 Preferred Shares voting as a series or as part of a class, each Series 16 Preferred Share shall entitle the holder thereof to one (1) vote for such purpose. | |||||
| 5.8 | Issue of Additional Preferred Shares | ||||
The Corporation may issue additional series of Class A Preferred Shares
ranking on a parity with the Series 16 Preferred Shares without the
authorization of the holders of the Series 16 Preferred Shares.
|
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| 5.9 | Modifications | ||||
The
provisions attaching to the Series 16 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 5.10. |
|||||
None
of the series provisions of the articles of the Corporation relating
to the Series 16 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 16 Preferred Shares are, to the extent deemed
required by the Corporation, amended or otherwise changed in the same
proportion and in the same manner. |
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| 5.10 | Approval of Holders of Series 16 Preferred Shares | ||||
Any
approval given by the holders of the Series 16 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 16 Preferred Shares as provided in the provisions
attaching to the Class A Preferred Shares as a class, which provisions
shall apply mutatis mutandis. |
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| 5.11 | Tax Election | ||||
The
Corporation shall elect, in the manner and within the time provided
under the ITA, under subsection 191.2(1) of the said Act, or any successor
or replacement provision of similar effect, and take all other necessary
action under such Act, to pay tax at a rate such that no holder of the
Series 16 Preferred Shares will be required to pay tax on dividends
received on the Series 16 Preferred Shares under section 187.2 of Part
IV.I of such Act or any successor or replacement provision of similar
effect. |
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| 5.12 | Mail Service Interruption | ||||
If
the Corporation determines that mail service is, or is threatened to
be, interrupted at the time when the Corporation is required or elects
to give any notice hereunder by mail, or is required to send any cheque
or any share certificate to the holder of any Series 16 |
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|
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23 - |
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Preferred
Shares, whether in connection with the redemption or conversion of such
share or otherwise, the Corporation may, notwithstanding the provisions
hereof: |
|||||
| (a) | give
such notice by telex, telecopier or telegraph communication or by means
of publication once in each of two successive weeks in a newspaper of
general circulation published or distributed in Montreal and Toronto
and such notice shall be deemed to have been given on the date on which
such telex, telecopier or telegraph communication was given or on the
date on which the first publication has taken place; and |
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| (b) |
fulfill the requirement to send such cheque or such share certificate
by arranging for delivery thereof to the principal office of the Corporation
in Montreal, and such cheque and/or certificate shall be deemed to have
been sent on the date on which notice of such arrangement shall have
been given as provided in (a) above, provided that as soon as the Corporation
determines that mail service is no longer interrupted or threatened
to be interrupted such cheque or share certificate, if not theretofore
delivered to such holder, shall be sent by ordinary unregistered first
class prepaid mail to the registered address of each person who at the
date of mailing is a registered holder and who is entitled to receive
such cheque or share certificate, or in the event of the address of
any such holder not appearing on the securities register of the Corporation,
then at the last address of such holder known to the Corporation.
|
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| 5.13 | Definitions | ||||
| In the provisions herein contained attaching to the Series 16 Preferred Shares: | |||||
| (a) | "accrued
and unpaid dividends” means the aggregate of: (i) all unpaid dividends
on the Series 16 Preferred Shares for any quarterly period; and (ii)
the amount calculated as though dividends on each Series 16 Preferred
Share had been accruing on a day-to-day basis from and including the
date on which the last quarterly dividend was payable to but excluding
the date to which the computation of accrued dividends is to be made;
and |
||||
| (b) | "‘in
priority to”, ‘‘on a parity with” and ‘‘junior
to” have reference to the order of priority in payment of dividends
and in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
||||
| 5.14 | Interpretation | ||||
In
the event that any date on which any dividend on the Series 16 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 16 Preferred Shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day. A "business day” shall be a day other than
a Saturday, a Sunday or any other day that is treated as a holiday at
the Corporation’s principal office in Canada. |
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24 - |
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| 6. | SERIES 17 PREFERRED SHARES | ||||
The
Series 17 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
|||||
| 6.1 | Dividend | ||||
| 6.1.1 | Definitions | ||||
For
the purposes hereof, the following capitalized terms shall have the
following meanings, unless the context otherwise requires: |
|||||
| (a) | "Annual
Dividend Rate” means the Initial Fixed Dividend Rate or the Subsequent
Fixed Dividend Rate, whichever is provided by section 6.1 to be applicable
at the relevant time; |
||||
| (b) | "Dividend
Payment Date” means the first day of each of February, May, August
and November in each year and the first Dividend Payment Date shall
be May 1, 2001; |
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| (c) | "Government
of Canada Yield” on any date shall mean the average of the yields
determined by two registered Canadian investment dealers, selected by
the Corporation, as being the yield to maturity on such date compounded
semiannually and calculated in accordance with generally accepted financial
practice, which a non-callable Government of Canada Bond would carry
if issued in Canadian dollars in Canada at 100% of its principal amount
on such date with a term to maturity of five years; |
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| (d) | "Electronic
Delivery” means the delivery by telecopier, electronic mail, the
internet or other electronic means; |
||||
| (e) | "Initial Fixed Dividend Rate” means 5.25% per annum; | ||||
| (f) | "Initial
Fixed Rate Period” means the period commencing with the date of
issue of the Series 17 Preferred Shares and ending on and including
April 30, 2006; |
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| (g) | "Subsequent
Fixed Dividend Rate” means for any Subsequent Fixed Rate Period
the rate of interest expressed as a percentage per annum determined
in accordance with section 6.1.5 hereof; |
||||
| (h) | "Subsequent
Fixed Rate Period” means for the initial Subsequent Fixed Rate
Period, the period commencing on May 1, 2006 and ending on and including
April 30, 2011 and for each succeeding Subsequent Fixed Rate Period,
the period commencing on the day immediately following the end of the
immediately preceding Subsequent Fixed Rate Period and ending on and
including April 30 in the fifth year thereafter. |
||||
| 6.1.2 | General | ||||
The
holders of the Series 17 Preferred Shares shall be entitled to receive
fixed, cumulative, preferred cash dividends, as and when declared by
the Board of Directors, |
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25 - |
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out
of moneys of the Corporation properly applicable to the payment of dividends,
at the rates herein provided. Dividends on the Series 17 Preferred Shares
shall accrue on a daily basis from and including the date of issue thereof,
and shall be payable quarterly during the Initial Fixed Rate Period
and during any Subsequent Fixed Rate Period. Payment of the dividend
on the Series 17 Preferred Shares payable on any Dividend Payment Date
(less any tax required to be deducted) shall be made by cheque at par
in lawful money of Canada payable at any branch in Canada of the Corporation’s
bankers. |
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Dividends
declared on the Series 17 Preferred Shares shall (except in case of
redemption in which case payment of dividends shall be made on surrender
of the certificate representing the Series 17 Preferred Shares to be
redeemed) be paid by posting in a postage paid envelope addressed to
each holder of the Series 17 Preferred Shares at the last address of
such holder as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation, or, in
the case of joint holders, to the address of that one whose name appears
first in the securities register of the Corporation as one of such joint
holders, a cheque for such dividends (less any tax required to be deducted)
payable to the order of such holder or, in the case of joint holders,
to the order of all such holders failing written instructions from them
to the contrary. Notwithstanding the foregoing, any dividend cheque
may be delivered by the Corporation to a holder of Series 17 Preferred
Shares at his address as aforesaid. The posting or delivery of such
cheque shall be deemed to be payment and shall satisfy and discharge
all liabilities for the payment of such dividends to the extent of the
sum represented thereby (plus the amount of any tax required to be deducted
as aforesaid) unless such cheque is not paid on due presentation. |
|||||
| 6.1.3 | Initial Fixed Rate Period | ||||
During
the Initial Fixed Rate Period, the dividends in respect of the Series
17 Preferred Shares shall be payable quarterly at the Initial Fixed
Dividend Rate. Accordingly, on each Dividend Payment Date during the
Initial Fixed Rate Period, other than May 1, 2001, but including May
1, 2006, the dividend payable shall be $0.32813 per Series 17 Preferred
Share. The amount of the first quarterly dividend payable on each Series
17 Preferred Share on May 1, 2001, shall be in the amount of $1.3125
multiplied by a fraction of which the numerator is the number of days
from and including the original date of issue of the Series 17 Preferred
Shares to but excluding May 1, 2001 and the denominator is 365. |
|||||
| 6.1.4 | Subsequent Fixed Rate Period | ||||
During
any Subsequent Fixed Rate Period, the dividends in respect of the Series
17 Preferred Shares shall be payable quarterly at the Subsequent Fixed
Dividend Rate. Accordingly, on each Dividend Payment Date during any
Subsequent Fixed Rate Period, the dividend payable shall be in the amount
per share per annum (rounded to the nearest one-thousandth (1/1000 )
of one cent) determined by multiplying the Annual Dividend Rate by $25.00. |
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| 6.1.5 | Determination of Subsequent Fixed Dividend Rate | ||||
The Corporation shall determine on the 25th day prior to
the first day of each Subsequent Fixed Rate Period the Annual Dividend
Rate for each Subsequent Fixed Rate Period, which Annual Dividend Rate
shall not be less than 80% of the Government |
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|
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26 - |
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of Canada Yield in effect at 10:00 A.M. (Montreal time) on the said
25th day prior to the first day of each Subsequent Fixed
Rate Period, and give notice thereof: (i) within one (1) business day
to all stock exchanges in Canada on which the Series 17 Preferred Shares
are listed for trading or if the Series 17 Preferred Shares are not
listed on a stock exchange in Canada, to the Investment Dealers Association
of Canada; and (ii) within three (3) business days to the holders of
the Series 17 Preferred Shares by publication once in the national edition
of The Globe and Mail in the English language and once in the City of
Montreal in both the French
and English languages in a daily newspaper of general circulation in
Montreal; provided that if any such newspaper is not being generally
circulated at that time, such notice shall be published in another equivalent
publication. |
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| 6.2 | Rights on Liquidation | ||||
In
the event of the liquidation, dissolution or winding up of the corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 17 Preferred Shares
shall be entitled to receive $25.00 per Series 17 Preferred Share together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 17
Preferred Shares. Upon payment of such amounts, the holders of the Series
17 Preferred Shares shall not be entitled to share in any further distribution
of the properly or assets of the Corporation. |
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| 6.3 | Redemption at the Option of the Corporation | ||||
The Corporation may not redeem any of the Series 17 Preferred Shares
prior to May 1, 2006. Subject to applicable law and section 6.5 hereof,
upon giving notice as hereinafter provided, the Corporation may, on
May 1, 2006 or on May 1 in every fifth year thereafter, redeem all,
but not less than all, of the outstanding Series 17 Preferred Shares
on payment of $25.00 for each such share to be redeemed together with
accrued and unpaid dividends up to but excluding the date fixed for
redemption, the whole constituting the redemption price. |
|||||
The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 17 Preferred Shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given, at the opinion of
the Corporation, by courier or by posting the same in a postage paid
envelope, in either case, addressed to each holder of Series 17 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation or by Electronic Delivery addressed
to each holder of Series 17 Preferred Shares requesting Electronic Delivery
at the last electronic address as provided by the holder to the Corporation
or by Electronic Delivery addressed to each holder of Series 17 Preferred
Shares requesting Electronic Delivery at the last electronic address
as provided by the holer to the Corporation, provided that the accidental
failure or omission to give any such notices as aforesaid to one or
more of such holders shall not affect the validity of the redemption
as to the other holders of the Series 17 Preferred Shares to be redeemed.
Such notice shall set out the number of such Series 17 Preferred Shares
held by the person to whom it is addressed which are to be redeemed
and the redemption price and shall also set out the date on which the
redemption is to take place, and on and after the date so specified
for redemption the Corporation shall pay or cause to be paid to the
holders of such Series 17 Preferred |
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|
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27 - |
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shares
to be redeemed the redemption price on presentation and surrender at
any place or places within Canada designated by such notice, of the
certificate or certificates for such Series 17 Preferred Shares so called
for redemption; such payment shall be made by cheque payable at par
at any branch in Canada of the Corporation’s bankers; from and
after the date specified in any such notice, the Series 17 Preferred
Shares called for redemption shall cease to be entitled to dividends
and the holders thereof shall not be entitled to exercise any of the
rights of shareholders in respect thereof unless payment of the redemption
price shall not be duly made by the Corporation; at any time after notice
of the redemption price is given as aforesaid, the Corporation shall
have the right to deposit the redemption price of any or all Series
17 Preferred Shares called for redemption with any chartered bank or
banks or with any trust company or trust companies in Canada named in
the notice of redemption to the credit of a special account or accounts
in trust for the respective holders of such shares, to be paid to
them respectively
upon surrender to such bank or banks or trust company or trust companies
of the certificate or certificates representing the same, and upon such
deposit or deposits being made, such shares shall be redeemed on the
redemption date specified in the notice of redemption; after the Corporation
has made a deposit as aforesaid with respect to any shares, the holders
thereof shall not, from and after the redemption date, be entitled to
exercise any of the rights of the shareholders in respect thereof and
the rights of the holders thereof shall be limited to receiving the
proportion of the amounts so deposited applicable to such shares, without
interest; any interest allowed on such deposit shall belong to the Corporation.
|
|||||
| 6.4 | Conversion of Series 17 Preferred Shares | ||||
| 6.4.1 | Conversion at the Option of the Holder | ||||
Holders
of Series 17 Preferred Shares shall have the right, at their option,
on May 1, 2006 and on May 1 in every fifth year thereafter (a ‘‘Conversion
Date”), to convert, subject to the terms and conditions hereof,
all or any Series 17 Preferred Shares registered in their name into
Series 18 Preferred Shares of the Corporation on the basis of one (1)
Series 18 Preferred Share for each Series 17 Preferred Share. The Corporation
shall give notice in writing to the then holders of the Series 17 Preferred
Shares of the conversion right provided for herein; such notice shall
be given, at the option of the Corporation, by courier or by posting
the same in a postage paid envelope, in either case, addressed to each
holder of the Series 17 Preferred Shares at the last address of such
holders as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation or by Electronic
Delivery addressed to each holder of the Series 17 Preferred Shares
requesting Electronic Delivery at the last electronic address as provided
by the holder to the Corporation. Such notice shall set out the Conversion
Date and shall be given not less than 45 days nor more than 60 days
prior to the applicable Conversion Date. |
|||||
If
the Corporation gives notice as provided in section 6.3 to the holders
of the Series 17 Preferred Shares of the redemption of all the Series
17 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 6.4.1 to the holders of the Series 17 Preferred
Shares of the conversion right and the right of any holder of Series
17 Preferred Shares to convert such Series 17 Preferred Shares as herein
provided shall cease and terminate in that event. |
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|
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- 28 - |
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Holders
of Series 17 Preferred Shares shall not be entitled to convert their
shares into Series 18 Preferred Shares if, following the close of business
on the 10th day preceding a Conversion Date, the Corporation
determines that there would remain outstanding on the Conversion Date
less than 2,000,000 Series 18 Preferred Shares, after taking into account
all Series 17 Preferred Shares tendered for conversion into Series 18
Preferred Shares and all Series 18 Preferred Shares tendered for conversion
into Series 17 Preferred Shares. The Corporation shall give notice in
writing thereof, in accordance with the provisions of the first paragraph
of this section 6.4.1, to all affected holders of Series 17 Preferred
Shares prior to the applicable Conversion Date and will issue and deliver,
or cause to be delivered, prior to such Conversion Date, at the expense
of the Corporation, to such holders of Series 17 Preferred Shares, who
have surrendered for conversion any certificate or certificates representing
Series 17 Preferred Shares, new certificates representing the Series
17 Preferred Shares represented by any certificate or certificates surrendered
as aforesaid. |
|||||
| 6.4.2 | Automatic Conversion | ||||
If following the close of business on the 10th day preceding a Conversion Date the Corporation determines that there would remain outstanding on the Conversion Date less than 2,000,000 Series 17 Preferred Shares after taking into account all Series 17 Preferred Shares tendered for conversion into Series 18 Preferred Shares and all Series 18 Preferred Shares tendered for conversion into Series 17 Preferred shares, then, all, but not part, of the remaining outstanding Series 17 Preferred Shares shall automatically be converted into Series 18 Preferred Shares on the basis of one (1) Series 18 Preferred Share for each Series 17 Preferred Share on the applicable Conversion Date and the Corporation shall give notice in writing thereof, in accordance with the provisions of section 6.4.1, to the holders of such remaining Series 17 Preferred Shares prior to the Conversion Date. |
|||||
| 6.4.3 |
Manner of Exercise of Conversion Privilege |
||||
The
conversion of Series 17 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a Conversion Date but not later than the close
of business on the 10th day preceding a Conversion Date during
usual business hours at any office of any transfer agent of the Corporation
at which the Series 17 Preferred Shares are transferable accompanied
by: (i) payment or evidence of payment of the tax (if any) payable as
provided in this section 6.4.3; and ii) a written instrument of surrender
in form satisfactory to the Corporation duly executed by the holder,
or his attorney duly authorized in writing, in which instrument such
holder may also elect to convert part only of the Series 17 Preferred
Shares represented by such certificate or certificates not theretofore
called for redemption in which event the Corporation shall issue and
deliver or cause to be delivered to such holder, at the expense of the
Corporation, a new certificate representing the Series 17 Preferred
Shares represented by such certificate or certificates which have not
been converted. |
|||||
In
the event the Corporation is required to convert all remaining outstanding
Series 17 Preferred Shares into Series 18 Preferred Shares on the applicable
Conversion Date as provided for in section 6.4.2, the Series 17 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 18
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 18 Preferred Shares at the close of business on the Conversion
Date |
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and
shall be entitled, upon surrender during usual business hours at any
office of any transfer agent of the Corporation at which the Series
17 Preferred Shares were transferable of the certificate or certificates
representing Series 17 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 18 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 6.4.3. |
|||||
As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 17 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 18 Preferred Shares and the number of remaining
Series 17 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
17 Preferred Shares as the holder thereof shall cease at such time and
the person or persons entitled to receive Series 18 Preferred Shares
upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Series 18 Preferred Shares at
such time. |
|||||
The
holder of any Series 17 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 18 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
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The
issuance of certificates for the Series 18 Preferred Shares upon the
conversion of Series 17 Preferred Shares shall be made without charge
to the converting holders of Series 17 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
18 Preferred Shares represented thereby; provided, however, that the
Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 18 Preferred Shares are
issued in respect of the issuance of such Series 18 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 17 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
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| 6.4.4 | Status of Converted Series 17 Preferred Shares | ||||
All
Series 17 Preferred Shares converted into Series 18 Preferred Shares
on a Conversion Date shall not be cancelled but shall be restored to
the status of authorized but unissued shares of the Corporation as at
the close of business on the Conversion Date. |
|||||
| 6.5 | Restrictions on Dividends and Retirement of Shares | ||||
| Without the approval of the holders of outstanding Series 17 Preferred Shares: | |||||
| (a) | the
Corporation shall not declare, pay or set apart for payment any dividends
(other than stock dividends payable in shares of the Corporation ranking
junior |
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|
|
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30
- |
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to the Series 17 Preferred Shares) on the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
17 Preferred Shares; |
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| (b) | the
Corporation shall not redeem, purchase or otherwise retire or make any
capital distribution on or in respect of the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
17 Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares of the Corporation ranking junior to the
Series 17 Preferred Shares); |
||||
| (c) | the
Corporation shall not purchase or otherwise retire less than all of
the Series 17 Preferred Shares then outstanding; or |
||||
| (d) | the
Corporation shall not redeem, purchase or otherwise retire (except in
connection with the exercise of any retraction privilege or any mandatory
redemption obligation attaching thereto) any shares of any class or
series ranking on a parity with the Series 17 Preferred Shares provided
that, for greater certainty, the covenant in this clause (d) shall not
limit or affect any such action in respect of any class of shares ranking
in priority to the Series 17 Preferred Shares; |
||||
unless,
in each case, all cumulative dividends on outstanding Series 17 Preferred
Shares accrued up to and including the dividend payable for the last
completed period for which dividends were payable shall have been declared
and paid. |
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Any
approval of the holders of Series 17 Preferred Shares required to be
given pursuant to this section 6.5 may be given in accordance with the
second paragraph of section 6.7 and section 6.10. Notwithstanding the
provisions of section 6.10 hereof, any approval required to be given
pursuant to this section 6.5 shall be required to be given only by the
affirmative vote of the holders of the majority of the Series 17 Preferred
Shares present or represented at a meeting, or adjourned meeting, of
the holders of Series 17 Preferred Shares duly called for the purpose
and at which a quorum is present. |
|||||
| 6.6 | Purchase for Cancellation | ||||
The Corporation may at any time purchase for cancellation the whole
or any part of the Series 17 Preferred Shares outstanding from time
to time, in the open market through or from an investment dealer or
any firm holding membership on a recognized stock exchange, or by private
agreement or otherwise, at the lowest price or prices at which in the
opinion of the Board of Directors such shares are obtainable.
|
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| 6.7 | Voting Rights | ||||
If
the Corporation fails to pay eight (8) dividends on the Series 17 Preferred
Shares, whether or not consecutive, the holders of the Series 17 Preferred
Shares shall have the right to receive notice of, and to attend, each
meeting of shareholders of the Corporation which takes place more than
60 days after the date on which the failure first occurs (other than
a separate meeting of the holders of another series or class of shares)
and such holders shall also have the right, at any such meeting, to
one (1) vote for each Series 17 Preferred Share held, until all such
arrears of dividends on the Series 17 Preferred Shares shall have been
paid whereupon such rights shall cease unless and until the same default
shall again arise under the provisions of this section 6.7. |
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In
connection with any actions to be taken by the Corporation which require
the approval of the holders of the Series 17 Preferred Shares voting
as a series or as part of a class, each Series 17 Preferred Share shall
entitle the holder thereof to one (1) vote for such purpose. |
|||||
| 6.8 | Issue of Additional Preferred Shares | ||||
The
Corporation may issue additional series of Class A Preferred Shares
ranking on a parity with the Series 17 Preferred Shares without the
authorization of the holders of the Series 17 Preferred Shares.
|
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| 6.9 | Modifications | ||||
The
provisions attaching to the Series 17 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 6.10. |
|||||
None
of the series provisions of the articles of the Corporation relating
to the Series 17 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 18 Preferred Shares are, to the extent deemed
required by the Corporation, amended or otherwise changed in the same
proportion and in the same manner. |
|||||
| 6.10 | Approval of Holders of Series 17 Preferred Shares | ||||
Any
approval given by the holders of the Series 17 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 17 Preferred Shares as provided in the provisions
attaching to the Class A Preferred Shares as a class, which provisions
shall apply mutatis mutandis. |
|||||
| 6.11 | Tax Election | ||||
The
Corporation shall elect, in the manner and within the time provided
under the ITA, under subsection 191.2(1) of the said Act, or any successor
or replacement provision of similar effect, and take all other necessary
action under such Act, to pay tax at a rate such that no holder of the
Series 17 Preferred Shares will be required to pay tax on dividends
received on the Series 17 Preferred Shares under section 187.2 of Part
IV.I of such Act or any successor or replacement provision of similar
effect. |
|||||
| 6.12 | Mail Service Interruption | ||||
If
the Corporation determines that mail service is, or is threatened to
be, interrupted at the time when the Corporation is required or elects
to give any notice hereunder by mail, or is required to send any cheque
or any share certificate to the holder of any Series 17 Preferred Shares,
whether in connection with the redemption or conversion of such share
or otherwise, the Corporation may, notwithstanding the provisions hereof: |
|||||
| (a) | give
such notice by Electronic Delivery, telex or telegraph communication
or by means of publication once in each of two successive weeks in a
newspaper of general circulation published or distributed in Montreal
and Toronto and such notice shall be deemed to have been given on the
date on which such |
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|
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Electronic
Delivery, telex or telegraph communication was given or on the date
on which the first publication has taken place; and |
|||||
| (b) |
fulfill the requirement to send such cheque or such share certificate
by arranging for delivery thereof to the principal office of the Corporation
in Montreal, and such cheque and/or certificate shall be deemed to have
been sent on the date on which notice of such arrangement shall have
been given as provided in (a) above, provided that as soon as the Corporation
determines that mail service is no longer interrupted or threatened
to be interrupted such cheque or share certificate, if not theretofore
delivered to such holder, shall be sent by ordinary unregistered first
class prepaid mail to the registered address of each person who at the
date of mailing is a registered holder and who is entitled to receive
such cheque or share certificate, or in the event of the address of
any such holder not appearing on the securities register of the Corporation,
then at the last address of such holder known to the Corporation.
|
||||
| 6.13 | Definitions | ||||
| In the provisions herein contained attaching to the Series 17 Preferred Shares: | |||||
| (a) | "accrued
and unpaid dividend” means the aggregate of (A) all unpaid dividends
on the Series 17 Preferred Shares for any quarterly period and (B) the
amount calculated as though dividends on each Series 17 Preferred Share
had been accruing on a day-to-day basis from and including the date
on which the last quarterly dividend was payable to but excluding the
date to which the computation of accrued dividends is to be made; and
|
||||
| (b) | "in
priority to”, ‘‘on a parity with” and ‘‘junior
to” have reference to the order of priority in payment of dividends
and in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
||||
| 6.14 | Interpretation | ||||
In
the event that any date on which any dividend on the Series 17 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 17 Preferred Shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day. A "business day” shall be a day other than
a Saturday, a Sunday or any other day that is treated as a holiday at
the Corporation’s principal office in Canada. |
|||||
| 7. | SERIES 18 PREFERRED SHARES | ||||
The
Series 18 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
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|
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33 - |
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| 7.1 | Dividend | ||||
| 7.1.1 | Definitions | ||||
For
the purposes hereof, the following capitalized terms shall have the
following meanings, unless the context otherwise requires: |
|||||
| (a) | "Adjustment
Factor" for any Month means the percentage per annum, positive
or negative, based on the Calculated Trading Price of the Series 18
Preferred Shares for the preceding Month, determined in accordance with
the following table: |
||||
|
The
Adjustment Factor as a Percentage of Prime Shall Be |
||||
| $25.50
or more ................................................................
$25.375 and less than $25.50 .......................................... $25.25 and less than $25.375 .......................................... $25.125 and less than $25.25 .......................................... Greater than $24.875 and less than $25.125..................... Greater than $24.75 to $24.875 ........................................ Greater than $24.625 to $24.75 ........................................ Greater than $24.50 to $24.625 ........................................ $24.50 or less ................................................................. |
-4.00% -3.00% -2.00% -1.00% nil 1.00% 2.00% 3.00% 4.00% |
||||
| The maximum Adjustment Factor for any Month will be + 4.00% | |||||
If
in any Month there is no trade on the Exchange of Series 18 Preferred
Shares of a board lot or more, the Adjustment Factor for the following
Month shall be nil; |
|||||
| (b) | "Annual
Floating Dividend Rate” means for any Month the rate of interest
expressed as a percentage per annum (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) which is equal to Prime multiplied
by the Designated Percentage for such Month; |
||||
| (c) | "Banks”
means any two of Royal Bank of Canada, Bank of Montreal, The Bank of
Nova Scotia, The Toronto-Dominion Bank and Canadian Imperial Bank of
Commerce and any successor of any of them as may be designated from
time to time by the Corporation by notice given to the transfer agent
for the Series 18 Preferred Shares, such notice to take effect on, and
to be given at least two (2) business days prior to, the commencement
of a particular Dividend Period and, until such notice is first given,
means Royal Bank of Canada and The Toronto- Dominion Bank; |
||||
| (d) | "Calculated Trading Price” for any Month means: | ||||
| (i) | the aggregate of the Daily Adjusted Trading Value for all Trading Days in such Month; | ||||
| divided by | |||||
|
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34 - |
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| (ii) | the
aggregate of the Daily Trading Volume for all Trading Days in such Month; |
||||
| (e) | "‘Daily Accrued Dividend Deduction” for any Trading Day means: | ||||
| (i) | the
product obtained by multiplying the dividend accrued on a Series 18
Preferred Share in respect of the Month in which the Trading Day falls
by the number of days elapsed from but excluding the day prior to the
Ex- Dividend Date immediately preceding such Trading Day to and including
such Trading Day (or if such Trading Day is an Ex-Dividend Date, by
one (1) day); |
||||
| divided by | |||||
| (ii) |
the number of days from and including such Ex-Dividend Date to but excluding
the following Ex-Dividend Date; |
||||
| (f) | "Daily
Adjusted Trading Value” for any Trading Day means: |
||||
| (i) |
the aggregate dollar value of all transactions of Series 18 Preferred
Shares on the Exchange (made on the basis of the normal settlement period
in effect on the Exchange) occurring during such Trading Day; |
||||
| less | |||||
| (ii) | the
Daily Trading Volume for such Trading Day multiplied by the Daily Accrued
Dividend Deduction for such Trading Day; |
||||
| (g) | "Daily
Trading Volume” for any Trading Day means the aggregate number
of Series 18 Preferred Shares traded in all transactions (made on the
basis of the normal settlement period in effect on the Exchange) occurring
during such Trading Day on the Exchange; |
||||
| (h) | "Deemed
Record Date” means the last Trading Day of a Month with respect
to which no dividend is declared by the Board of Directors; |
||||
| (i) | "Designated
Percentage” for the Month of May 2006 means 80 percent (80%) and
for each Month thereafter means the Adjustment Factor for such Month
plus the Designated Percentage for the preceding Month, provided that
the Annual Floating Dividend Rate for any Month shall in no event be
less than 50% of Prime for such Month or more than 100% of Prime for
such Month; |
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| (j) | "‘Dividend
Payment Date” means the twelfth day of each of month commencing
with the Month immediately following the date of issue of the Series
18 Preferred Shares; |
||||
| (k) | "Dividend Period” means a Month; | ||||
| (l) | "Electronic Delivery” means the delivery by telecopier, electronic mail, the internet or other electronic means; | ||||
|
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35 - |
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| (m) | "Ex-Dividend Date” means: | ||||
| (i) | the
Trading Day which, under the rules or normal practices of the Exchange,
is designated or recognized as the ex-dividend date relative to any
dividend record date for the Series 18 Preferred Shares; or |
||||
| (ii) | if
the Board of Directors fails to declare a dividend in respect of a Month,
the Trading Day which, under the rules or normal practices of the Exchange,
would be recognized as the Ex-Dividend Date relative to any Deemed Record
Date for the Series 18 Preferred Shares; |
||||
| (n) | "Exchange”
means the Toronto Stock Exchange or such other exchange or trading market
in Canada as may be determined from time to time by the Corporation
as being the principal trading market for the Series 18 Preferred Shares;
|
||||
(o) |
"Month” means a calendar month; | ||||
| (p) | "Prime” for a Month means the average (rounded to the nearest one-thousandth (1/1000) of one percent (0.001%)) of the Prime Rate in effect on each day of such Month; | ||||
| (q) | "Prime
Rate” for any day means the average (rounded to the nearest onethousandth
(1/1000) of one percent (0.001%)) of the annual rates of interest announced
from time to time by the Banks as the reference rates then in effect
for such day for determining interest rates on Canadian dollar commercial
loans made to prime commercial borrowers in Canada. If one of the Banks
does not have such an interest rate in effect on a day, the Prime Rate
for such day shall be such interest rate in effect for that day of the
other Bank; if both Banks do not have such an interest rate in effect
on a day, the Prime Rate for that day shall be equal to one and a half
percent (1.5%) per annum plus the average yield expressed as a percentage
per annum on 91-day Government of Canada Treasury Bills, as reported
by the Bank of Canada, for the weekly tender for the week immediately
preceding that day; and if both of such Banks do not have such an interest
rate in effect on a day and the Bank of Canada does not report such
average yield per annum, the Prime Rate for that day shall be equal
to the Prime Rate for the next preceding day. The Prime Rate and Prime
shall be determined from time to time by an officer of the Corporation
from quotations supplied by the Banks or otherwise publicly available.
Such determination shall, in the absence of manifest error, be final
and binding upon the Corporation and upon all holders of Series 18 Preferred
Shares; |
||||
| (r) | "Trading
Day” means, if the Exchange is a stock exchange in Canada, a day
on which the Exchange is open for trading or, in any other case, a business
day. |
||||
| 7.1.2 | General | ||||
The
holders of the Series 18 Preferred Shares shall be entitled to receive
cumulative, preferred cash dividends, as and when declared by the Board
of Directors, out of moneys of the Corporation properly applicable to
the payment of dividends at the rates and times herein provided. Dividends
on the Series 18 Preferred Shares shall accrue on a daily basis from
and including the date of issue thereof and shall be payable |
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|
|
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monthly.
Payment of the dividend on the Series 18 Preferred Shares payable on
any Dividend Payment Date (less any tax required to be deducted) shall
be made by cheque at par in lawful money of Canada at any branch in
Canada of the Corporation’s bankers. |
|||||
The
dividends in respect of the Series 18 Preferred Shares shall be payable
monthly at the Annual Floating Dividend Rate as calculated from time
to time. Accordingly, on each Dividend Payment Date, the dividend payable
on the Series 18 Preferred Shares shall be that amount (rounded to the
nearest one-thousandth (1/1000) of one cent) obtained by multiplying
$25.00 by the Annual Floating Dividend Rate applicable to the Month
preceding such Dividend Payment Date and by dividing the product by
twelve. The record date for the purpose of determining holders of Series
18 Preferred Shares entitled to receive dividends on each Dividend Payment
Date shall be the last Trading Day of the next preceding Month. In the
event of the redemption or purchase of the Series 18 Preferred Shares
or the distribution of the assets of the Corporation as contemplated
by section 7.2 hereof, the amount of the dividend which has accrued
during the Month in which such redemption, purchase or distribution
occurs shall be the amount (rounded to the nearest one-thousandth (1/1000)
of one cent) calculated by multiplying: |
|||||
| (i) | the
amount obtained by multiplying $25.00 by one-twelfth (1/12) of the Annual
Floating Dividend Rate applicable to the preceding Month; by |
||||
| (ii) |
a fraction of which the numerator is the number of days elapsed in the
Month in which such redemption, purchase or distribution occurs up to
but not including the day of such event and the denominator of which
is the number of days in that Month. |
||||
Dividends declared on the Series 18 Preferred Shares shall (except in
case of redemption in which case payment of dividends shall be made
on surrender of the certificate representing the Series 18 Preferred
Shares to be redeemed) be paid by posting in a postage paid envelope
addressed to each holder of the Series 18 Preferred Shares at the last
address of such holder as it appears on the securities register of the
Corporation or, in the event of the address of any holder not so appearing,
then to the address of such holder last known to the Corporation, or,
in the case of joint holders, to the address of that one whose name
appears first in the securities register of the Corporation as one of
such joint holders, a cheque for such dividends (less any tax required
to be deducted) payable to the order of such holder or, in the case
of joint holders, to the order of all such holders failing written instructions
from them to the contrary. Notwithstanding the foregoing, any dividend
cheque may be delivered by the Corporation to a holder of Series 18
Preferred Shares at his address as aforesaid. The posting or delivery
of such cheque shall be deemed to be payment and shall satisfy and discharge
all liabilities for the payment of such dividends to the
extent of the sum represented thereby (plus the amount of any tax required
to be deducted as aforesaid) unless such cheque is not paid on due presentation. |
|||||
| 7.1.3 | Calculation
of Designated Percentage |
||||
The
Corporation shall as promptly as practicable calculate the Designated
Percentage for each Month and give notice thereof to all stock exchanges
in Canada on which the Series 18 Preferred Shares are listed for trading
or if the Series 18 Preferred Shares are not listed on a stock exchange
in Canada to the Investment Dealers Association of Canada. |
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|
|
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| 7.2 | Rights on Liquidation | ||||
In
the event of the liquidation, dissolution or winding up of the Corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 18 Preferred Shares
shall be entitled to receive $25.00 per Series 18 Preferred Share together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 18
Preferred Shares. Upon payment of such amounts, the holders of the Series
18 Preferred Shares shall not be entitled to share in any further distribution
of the property or assets of the Corporation. |
|||||
| 7.3 | Redemption at the Option of the Corporation | ||||
Subject to applicable law and section 7.5 hereof, upon giving notice
as hereinafter provided, the Corporation may redeem at any time all,
but not less than all, the outstanding Series 18 Preferred Shares on
payment of $25.50 for each such share to be redeemed together with accrued
and unpaid dividends up to but excluding the date fixed for redemption
the whole constituting the redemption price. |
|||||
The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 18 Preferred shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given, at the option of
the Corporation, by courier or by posting the same in a postage paid
envelope, in either case, addressed to each holder of Series 18 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation or by Electronic Delivery addressed
to each holder of Series 18 Preferred shares requesting Electronic Delivery
at the last electronic address as provided by the holder to the Corporation,
provided that the accidental failure or omission to give any such notices
as aforesaid to one or more of such holders shall not affect the validity
of the redemption as to the other holders of the Series 18 Preferred
Shares to be redeemed. Such notice shall set out the number of such
Series 18 Preferred Shares held by the person to whom it is addressed
which are to be redeemed and the redemption price and shall also set
out the date on which the redemption is to take place, and on and after
the date so specified for redemption the Corporation shall pay or cause
to be paid to the holders of such Series 18 Preferred Shares to be redeemed
the redemption price on presentation and surrender at any place within
Canada designated by such notice, of the certificate or certificates
for such Series 18 Preferred Shares so called for redemption; such payment
shall be made by cheque payable at par at any branch in Canada of the
Corporation’s bankers; from and after the date specified in any
such notice, the Series 18 Preferred shares called for redemption shall
cease to be entitled to dividends and the holders thereof shall not
be entitled to exercise any of the rights of shareholders in respect
thereof unless payment of the redemption price shall not be duly made
by the Corporation; at any time after notice of redemption is given
as aforesaid, the Corporation shall have the right to deposit the redemption
price of any or all Series 18 Preferred Shares called for redemption
with any chartered bank or banks or with any trust company or trust
companies in Canada named in the notice of redemption to the credit
of a special account or accounts in trust for the respective holders
of such shares, to be paid to them respectively upon surrender to such
bank or banks or trust company or trust companies |
|||||
|
|
|||||
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38 - |
|||||
of
the certificate or certificates representing the same, and upon such
deposit or deposits being made, such shares shall be redeemed on the
redemption date specified in the notice of redemption; after the Corporation
has made a deposit as aforesaid with respect to any shares, the holders
thereof shall not, from and after the redemption date, be entitled to
exercise any of the rights of shareholders in respect thereof and the
rights of the holders thereof shall be limited to receiving the proportion
of the amounts so deposited applicable to such shares, without interest;
any interest allowed on such deposit shall belong to the Corporation. |
|||||
| 7.4 | Conversion of Series 18 Preferred Shares | ||||
| 7.4.1 | Conversion of the Option of the Holder | ||||
Holders
of Series 18 Preferred Shares shall have the right, at their option,
on May 1, 2011 and on May 1 in every fifth year thereafter (a ‘‘Conversion
Date”), to convert, subject to the terms and conditions hereof,
all or any Series 18 Preferred Shares registered in their name into
Series 17 Preferred Shares of the Corporation on the basis of one (1)
Series 17 Preferred Share for each Series 18 Preferred Share. The Corporation
shall give notice in writing to the then holders of the Series 18 Preferred
Shares of the conversion right provided for herein; such notice shall
be given, at the option of the Corporation, by courier or by posting
the same in a postage paid envelope, in either case, addressed to each
holder of the Series 18 Preferred Shares at the last address of such
holder as it appears on the securities register of the Corporation or,
in the event of the address of any holder not so appearing, then to
the address of such holder last known to the Corporation or by Electronic
Delivery addressed to each holder of Series 18 Preferred Shares requesting
Electronic Delivery at the last electronic address as provided by the
holder to the Corporation. Such notice shall set out the Conversion
Date and shall be given not less than 45 days nor more than 60 days
prior to the applicable Conversion Date. |
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If
the Corporation gives notice as provided in section 7.3 to the holders
of the Series 18 Preferred Shares of the redemption of all the Series
18 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 7.4.1 to the holders of the Series 18 Preferred
Shares of the conversion right and the right of any holder of Series
18 Preferred Shares to convert such Series 18 Preferred Shares as herein
provided shall cease and terminate in that event. |
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Holders of Series 18 Preferred Shares shall not be entitled to convert
their shares into Series 17 Preferred Shares if, following the close
of business on the 10th day preceding a Conversion Date,
the Corporation determines that there would remain outstanding on the
Conversion Date less than 2,000,000 Series 17 Preferred Shares, after
taking into account all Series 18 Preferred Shares tendered for conversion
into Series 17 Preferred Shares and all Series 17 Preferred Shares tendered
for conversion into Series 18 Preferred Shares. The Corporation shall
give notice in writing thereof, in accordance with the provisions of
the first paragraph of this section 7.4.1, to all affected holders of
Series 18 Preferred Shares prior to the applicable Conversion Date and
will issue and deliver, or cause to be delivered, prior to such Conversion
Date, at the expense of the Corporation, to such holders of Series 18
Preferred Shares, who have surrendered for conversion any certificate
or certificates representing Series 18 Preferred Shares, new certificates
representing the Series 18 Preferred Shares represented by any certificate
or certificates surrendered as aforesaid. |
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| 7.4.2 | Automatic Conversion | ||||
If
following the close of business on the 10th day preceding
a Conversion Date the Corporation determines that there would remain
outstanding on the Conversion Date less than 2,000,000 Series 18 Preferred
Shares after taking into account all Series 18 Preferred Shares tendered
for conversion into Series 17 Preferred Shares and all Series 17 Preferred
Shares tendered for conversion into Series 18 Preferred Shares, then,
all, but not part, of the remaining outstanding Series 18 Preferred
Shares shall automatically be converted into Series 17 Preferred Shares
on the basis of one (1) Series 17 Preferred Share for each Series 18
Preferred Share on the applicable Conversion Date and the Corporation
shall give notice in writing thereof, in accordance with the provisions
of section 7.4.1, to the holders of such remaining Series 18 Preferred
Shares prior to the Conversion Date. |
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| 7.4.3 | Manner of Exercise of Conversion Privilege | ||||
The
conversion of Series 18 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a Conversion Date but not later than the close
of business on the 10th day preceding a Conversion Date during
usual business hours at any office of any transfer agent of the Corporation
at which the Series 18 Preferred Shares are transferable accompanied
by: i) payment or evidence of payment of the tax (if any) payable as
provided in this section 7.4.3; and ii) a written instrument of surrender
in form satisfactory to the Corporation duly executed by the holder,
or his attorney duly authorized in writing, in which instrument such
holder may also elect to convert part only of the Series 18 Preferred
Shares represented by such certificate or certificates not theretofore
called for redemption in which event the Corporation shall issue and
deliver or cause to be delivered to such holder, at the expense of the
Corporation, a new certificate representing the Series 18 Preferred
Shares represented by such certificate or certificates which have not
been converted. |
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In
the event the Corporation is required to convert all remaining outstanding
Series 18 Preferred Shares into Series 17 Preferred Shares on the applicable
Conversion Date as provided for in section 7.4.2, the Series 18 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 17
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 17 Preferred Shares at the close of business on the Conversion
Date and shall be entitled, upon surrender during usual business hours
at any office of any transfer agent of the Corporation at which the
Series 18 Preferred Shares were transferable of the certificate or certificates
representing Series 18 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 17 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 7.4.3. |
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As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 18 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 17 Preferred Shares and the number of remaining
Series 18 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
18 Preferred Shares as |
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the
holder thereof shall cease at such time and the person or persons entitled
to receive Series 17 Preferred Shares upon such conversion shall be
treated for all purposes as having become the holder or holders of record
of such Series 17 Preferred Shares at such time. |
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The
holder of any Series 18 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 17 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
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The
issuance of certificates for the Series 17 Preferred Shares upon the
conversion of Series 18 Preferred Shares shall be made without charge
to the converting holders of Series 18 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
17 Preferred Shares represented thereby; provided, however, that the
Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 17 Preferred Shares are
issued in respect of the issuance of such Series 17 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 18 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
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| 7.4.4 | Status of Converted Series 18 Preferred Shares | ||||
|
All Series 18 Preferred Shares converted into Series 17 Preferred Shares on a Conversion Date shall not be cancelled but shall be restored to the status of authorized but unissued shares of the Corporation as at the close of business on the Conversion Date. |
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| 7.5 | Restrictions on Dividends and Retirement of Shares | ||||
| Without the approval of the holders of outstanding Series 18 Preferred Shares: | |||||
| (a) | the
Corporation shall not declare, pay or set apart for payment any dividends
(other than stock dividends payable in shares of the Corporation ranking
junior to the Series 18 Preferred Shares) on the Common Shares of the
Corporation or any other shares of the Corporation ranking junior to
the Series 18 Preferred Shares; |
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| (b) | the
Corporation shall not redeem, purchase or otherwise retire or make any
capital distribution on or in respect of the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
18 Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares of the Corporation ranking junior to the
Series 18 Preferred Shares); |
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| (c) | the
Corporation shall not purchase or otherwise retire less than all of
the Series 18 Preferred Shares then outstanding; or |
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| (d) | the
Corporation shall not redeem, purchase or otherwise retire (except in
connection with the exercise of any retraction privilege or any mandatory
|
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|
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redemption
obligation attaching thereto) any shares of any class or series ranking
on a parity with the Series 18 Preferred Shares provided that, for greater
certainty, the covenant in this clause (d) shall not limit or affect
any such action in respect of any class of shares ranking in priority
to the Series 18 Preferred Shares; |
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unless, in each case, all cumulative dividends on outstanding Series
18 Preferred Shares accrued up to and including the dividend payable
for the last completed period for which dividends were payable shall
have been declared and paid. |
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Any
approval of the holders of Series 18 Preferred Shares required to be
given pursuant to this section 7.5 may be given in accordance with the
second paragraph of section 7.7 and section 7.10. Notwithstanding the
provisions of section 7.10 hereof, any approval required to be given
pursuant to this section 7.5 shall be required to be given only by the
affirmative vote of the holders of the majority of the Series 18 Preferred
Shares present or represented at a meeting, or adjourned meeting, of
the holders of Series 18 Preferred Shares duly called for the purpose
and at which a quorum is present. |
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| 7.6 | Purchase for Cancellation | ||||
The
Corporation may at any time purchase for cancellation the whole or any
part of the Series 18 Preferred Shares outstanding from time to time,
in the open market through or from an investment dealer or any firm
holding membership on a recognized stock exchange, or by private agreement
or otherwise, at the lowest price or prices at which in the opinion
of the Board of Directors such shares are obtainable. |
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| 7.7 | Voting Rights | ||||
If
the Corporation fails to pay eight (8) dividends on the Series 18 Preferred
Shares, whether or not consecutive, the holders of the Series 18 Preferred
Shares shall have the right to receive notice of, and to attend, each
meeting of shareholders of the Corporation which takes place more than
60 days after the date on which the failure first occurs (other than
a separate meeting of the holders of another series or class of shares)
and such holders shall also have the right, at any such meeting, to
one (1) vote for each Series 18 Preferred Share held, until all such
arrears of dividends on the Series 18 Preferred Shares shall have been
paid whereupon such rights shall cease unless and until the same default
shall again arise under the provisions of this section 7.7. |
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In
connection with any actions to be taken by the Corporation which require
the approval of the holders of the Series 18 Preferred Shares voting
as a series or as part of a class, each Series 18 Preferred Share shall
entitle the holder thereof to one (1) vote for such purpose. |
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| 7.8 | Issue of Additional Preferred Shares | ||||
| The Corporation may issue additional series of Class A Preferred Shares ranking on a parity with the Series 18 Preferred Shares without the authorization of the holders of the Series 18 Preferred Shares. | |||||
|
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| 7.9 | Modifications | ||||
The
provisions attaching to the Series 18 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 7.10. |
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None
of the series provisions of the articles of the Corporation relating
to the Series 18 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 17 Preferred Shares are, to the extent deemed
required by the Corporation, amended or otherwise changed in the same
proportion and in the same manner. |
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| 7.10 | Approval of Holders of Series 18 Preferred Shares | ||||
|
Any
approval given by the holders of the Series 18 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 18 Preferred Shares as provided in the provisions
attaching to the Class A Preferred Shares as a class, which provisions
shall apply mutatis mutandis. |
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7.11 |
Tax Election |
||||
The
Corporation shall elect, in the manner and within the time provided
under the ITA, under subsection 191.2(1) of the said Act, or any successor
or replacement provision of similar effect, and take all other necessary
action under such Act, to pay tax at a rate such that no holder of the
Series 18 Preferred Shares will be required to pay tax on dividends
received on the Series 18 Preferred Shares under section 187.2 of Part
IV.I of such Act or any successor or replacement provision of similar
effect. |
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| 7.12 | Mail
Service Interruption |
||||
If
the Corporation determines that mail service is, or is threatened to
be, interrupted at the time when the Corporation is required or elects
to give any notice hereunder by mail, or is required to send any cheque
or any share certificate to the holder of any Series 18 Preferred Shares,
whether in connection with the redemption or conversion of such share
or otherwise, the Corporation may, notwithstanding the provisions hereof:
|
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| (a) | give
such notice by Electronic Delivery, telex, or telegraph communication
or by means of publication once in each of two successive weeks in a
newspaper of general circulation published or distributed in Montreal
and Toronto and such notice shall be deemed to have been given on the
date on which such Electronic Delivery, telex, or telegraph communication
was given or on the date on which the first publication has taken place;
and |
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| (b) |
fulfill the requirement to send such cheque or such share certificate
by arranging for delivery thereof to the principal office of the Corporation
in Montreal, and such cheque and/or certificate shall be deemed to have
been sent on the date on which notice of such arrangement shall have
been given as provided in (a) above, provided that as soon as the Corporation
determines that mail service is no longer interrupted or threatened
to be interrupted such cheque or share certificate, if not theretofore
delivered to such holder, shall be sent by ordinary unregistered first
class prepaid mail to the registered address of each person who at the
date of mailing is a registered holder and who is entitled to receive
|
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such
cheque or share certificate, or in the event of the address of any such
holder not appearing on the securities register of the Corporation,
then at the last address of such holder known to the Corporation.
|
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| 7.13 | Notice of Subsequent Fixed Dividend Rate Applicable to the Series 17 Preferred Shares | ||||
Within three (3) business days of the determination of the Subsequent
Fixed Dividend Rate (as defined in section 6.1.1 of the articles of
the Corporation relating to the Series 17 Preferred Shares) the Corporation
shall give notice thereof, except in relation to the initial Subsequent
Fixed Rate Period, to the holders of the Series 18 Preferred Shares
by publication once in the national edition of The Globe and Mail in
the English language and once in the City of Montreal in both the French
and English languages in a daily newspaper of general circulation in
Montreal; provided that if any such newspaper is not being generally
circulated at that time, such notice shall be published in another equivalent
publication. |
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| 7.14 | Definitions | ||||
| In the provisions herein contained attaching to the Series 18 Preferred Shares: | |||||
| (a) | "accrued
and unpaid dividends” means the aggregate of: i) all unpaid dividends
on the Series 18 Preferred Shares for any Dividend Period; and (ii)
the amount calculated as though dividends on each Series 18 Preferred
Share had been accruing on a day-to-day basis from and including the
first day of the Month immediately following the Dividend Period with
respect to which the last monthly dividend will be or was, as the case
may be, payable to but excluding the date to which the computation of
accrued dividends is to be made; and |
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| (b) | "in
priority to”, "on a parity with” and "junior to”
have reference to the order of priority in payment of dividends and
in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
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| 7.15 | Interpretation | ||||
In
the event that any date on which any dividend on the Series 18 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 18 Preferred Shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day. A "business day” shall be a day other than
a Saturday, a Sunday or any other day that is treated as a holiday at
the Corporation’s principal office in Canada. |
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| 8. | SERIES 19 PREFERRED SHARES | ||||
The
Series 19 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
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| 8.1 | Dividend | ||||
| 8.1.1 | Definitions | ||||
For
the purposes hereof, the following capitalized terms shall have the
following meanings, unless the context otherwise requires: |
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| (a) | "Annual
Dividend Rate” means the Initial Fixed Dividend Rate or the Subsequent
Fixed Dividend Rate, whichever is provided by this section 8.1 to be
applicable at the relevant time; |
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| (b) | "Dividend
Payment Date” means the first day of each of February, May, August
and November in each year and the first Dividend Payment Date shall
be November 1, 2001; |
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| (c) |
"Government of Canada Yield” on any date shall mean the average
of the yields determined by two registered Canadian investment dealers,
selected by the Corporation, as being the yield to maturity on such
date compounded semiannually and calculated in accordance with generally
accepted financial practice, which a non-callable Government of Canada
Bond would carry if issued in Canadian dollars in Canada at 100% of
its principal amount on such date with a term to maturity of five years; |
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| (d) | "Electronic
Delivery” means the delivery by telecopier, electronic mail, the
internet or other electronic means; |
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| (e) | "Initial Fixed Dividend Rate” means 5.55% per annum; | ||||
| (f) | "Initial
Fixed Rate Period” means the period commencing with the date of
issue of the Series 19 Preferred Shares and ending on and including
July 31, 2006; |
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| (g) | "Subsequent
Fixed Dividend Rate” means for any Subsequent Fixed Rate Period
the rate of interest expressed as a percentage per annum determined
in accordance with section 8.1.5 hereof; |
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| (h) | "Subsequent
Fixed Rate Period” means for the initial Subsequent Fixed Rate
Period, the period commencing on August 1, 2006 and ending on and including
July 31, 2011 and for each succeeding Subsequent Fixed Rate Period,
the period commencing on the day immediately following the end of the
immediately preceding Subsequent Fixed Rate Period and ending on and
including July 31 in the fifth year thereafter. |
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| 8.1.2 | General | ||||
The
holders of the Series 19 Preferred Shares shall be entitled to receive
fixed, cumulative, preferred cash dividends, as and when declared by
the Board of Directors, out of moneys of the Corporation properly applicable
to the payment of dividends, at the rates herein provided. Dividends
on the Series 19 Preferred Shares shall accrue on a daily basis from
and including the date of issue thereof, and shall be payable quarterly
during the Initial Fixed Rate Period and during any Subsequent Fixed
Rate Period. Payment of the dividend on the Series 19 Preferred Shares
payable on any Dividend |
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Payment
Date (less any tax required to be deducted) shall be made by cheque
at par in lawful money of Canada payable at any branch in Canada of
the Corporation’s bankers. |
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Dividends declared on the Series 19 Preferred Shares shall (except in
case of redemption in which case payment of dividends shall be made
on surrender of the certificate representing the Series 19 Preferred
Shares to be redeemed) be paid by posting in a postage paid envelope
addressed to each holder of the Series 19 Preferred Shares at the last
address of such holder as it appears on the securities register of the
Corporation or, in the event of the address of any holder not so appearing,
then to the address of such holder last known to the Corporation, or,
in the case of joint holders, to the address of that one whose name
appears first in the securities register of the Corporation as one of
such joint holders, a cheque for such dividends (less any tax required
to be deducted) payable to the order of such holder or, in the case
of joint holders, to the order of all such holders failing written instructions
from them to the contrary. Notwithstanding the foregoing, any dividend
cheque may be delivered by the Corporation to a holder of Series 19
Preferred Shares at his address as aforesaid. The posting or delivery
of such cheque shall be deemed to be payment and shall satisfy and discharge
all liabilities for the payment of such dividends to the extent of the
sum represented thereby (plus the amount of any tax required to be deducted
as aforesaid) unless such cheque is not paid on due presentation. |
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| 8.1.3 | Initial Fixed Rate Period | ||||
|
During the Initial Fixed Rate Period, the dividends in respect of the
Series 19 Preferred Shares shall be payable quarterly at the Initial
Fixed Dividend Rate. Accordingly, on each Dividend Payment Date during
the Initial Fixed Rate Period, other than November 1, 2001, but including
August 1, 2006, the dividend payable shall be $0.34688 per Series 19
Preferred Share. The amount of the first quarterly dividend payable
on each Series 19 Preferred Share on November 1, 2001, shall be in the
amount of $1.3875 multiplied by a fraction of which the numerator is
the number of days from and including the original date of issue of
the Series 19 Preferred Shares to but excluding November 1, 2001 and
the denominator is 365. |
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|
8.1.4 |
Subsequent Fixed Rate Period |
||||
During
any Subsequent Fixed Rate Period, the dividends in respect of the Series
19 Preferred Shares shall be payable quarterly at the Subsequent Fixed
Dividend Rate. Accordingly, on each Dividend Payment Date during any
Subsequent Fixed Rate Period, the dividend payable shall be in the amount
per share per annum (rounded to the nearest one-thousandth (1/1000 )
of one cent) determined by multiplying the Annual Dividend Rate by $25.00.
|
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| 8.1.5 | Determination of Subsequent Fixed Dividend Rate | ||||
The
Corporation shall determine on the 25th day prior to the
first day of each Subsequent Fixed Rate Period the Annual Dividend Rate
for each Subsequent Fixed Rate Period, which Annual Dividend Rate shall
not be less than 80% of the Government of Canada Yield in effect at
10:00 A.M. (Montreal time) on the said 25th day prior to
the first day of each Subsequent Fixed Rate Period, and give notice
thereof: (i) within one (1) business day to all stock exchanges in Canada
on which the Series 19 Preferred Shares are listed for trading or if
the Series 19 Preferred Shares are not listed on a stock exchange in
Canada, to the Investment Dealers Association of Canada; and (ii) within
|
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three
(3) business days to the holders of the Series 19 Preferred Shares by
publication once in the national edition of The Globe and Mail in the
English language and once in the City of Montreal in both the French
and English languages in a daily newspaper of general circulation in
Montreal; provided that if any such newspaper is not being generally
circulated at that time, such notice shall be published in another equivalent
publication. |
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| 8.2 | Rights on Liquidation | ||||
In
the event of the liquidation, dissolution or winding up of the corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 19 Preferred Shares
shall be entitled to receive $25.00 per Series 19 Preferred Share together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 19
Preferred Shares. Upon payment of such amounts, the holders of the Series
19 Preferred Shares shall not be entitled to share in any further distribution
of the property or assets of the Corporation. |
|||||
| 8.3 | Redemption at the Option of the Corporation | ||||
The
Corporation may not redeem any of the Series 19 Preferred Shares prior
to August 1, 2006. Subject to applicable law and section 8.5 hereof,
upon giving notice as hereinafter provided, the Corporation may, on
August 1, 2006 or on August 1 in every fifth year thereafter, redeem
all, but not less than all, of the outstanding Series 19 Preferred Shares
on payment of $25.00 for each such share to be redeemed together with
accrued and unpaid dividends up to but excluding the date fixed for
redemption, the whole constituting the redemption price. |
|||||
The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 19 Preferred Shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given, at the option of
the Corporation, by courier or by posting the same in a postage paid
envelope, in either case, addressed to each holder of Series 19 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation, or by Electronic Delivery addressed
to each holder of Series 19 Preferred Shares requesting Electronic Delivery
at the last electronic address as provided by the holder to the Corporation,
provided that the accidental failure or omission to give any such notices
as aforesaid to one or more of such holders shall not affect the validity
of the redemption as to the other holders of the Series 19 Preferred
Shares to be redeemed. Such notice shall set out the number of such
Series 19 Preferred Shares held by the person to whom it is addressed
which are to be redeemed and the redemption price and shall also set
out the date on which the redemption is to take place, and on and after
the date so specified for redemption the Corporation shall pay or cause
to be paid to the holders of such Series 19 Preferred Shares to be redeemed
the redemption price on presentation and surrender at any place or places
within Canada designated by such notice, of the certificate or certificates
for such Series 19 Preferred Shares so called for redemption; such payment
shall be made by cheque payable at par at any branch in Canada of the
Corporation’s bankers; from and after the date specified in any
such notice, the Series 19 Preferred Shares |
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47 - |
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called
for redemption shall cease to be entitled to dividends and the holders
thereof shall not be entitled to exercise any of the rights of shareholders
in respect thereof unless payment of the redemption price shall not
be duly made by the Corporation; at any time after notice of redemption
is given as aforesaid, the Corporation shall have the right to deposit
the redemption price of any or all Series 19 Preferred Shares called
for redemption with any chartered bank or banks or with any trust company
or trust companies in Canada named in the notice of redemption to the
credit of a special account or accounts in trust for the respective
holders of such shares, to be paid to them respectively upon surrender
to such bank or banks or trust company or trust companies of the certificate
or certificates representing the same, and upon such deposit or deposits
being made, such shares shall be redeemed on the redemption date specified
in the notice of redemption; after the Corporation has made a deposit
as aforesaid with respect to any shares, the holders thereof shall not,
from and after the redemption date, be entitled to exercise any of the
rights of the shareholders in respect thereof and the rights of the
holders thereof shall be limited to receiving the proportion of the
amounts so deposited applicable to such shares, without interest; any
interest allowed on such deposit shall belong to the Corporation. |
|||||
| 8.4 |
Conversion of Series 19 Preferred Shares |
||||
| 8.4.1 | Conversion at the Option of the Holder | ||||
Holders
of Series 19 Preferred Shares shall have the right, at their option,
on August 1, 2006 and on August 1 in every fifth year thereafter (a
"Conversion Date”), to convert, subject to the terms and conditions
hereof, all or any Series 19 Preferred Shares registered in their name
into Series 20 Preferred Shares of the Corporation on the basis of one
(1) Series 20 Preferred Share for each Series 19 Preferred Share. The
Corporation shall give notice in writing to the then holders of the
Series 19 Preferred Shares of the conversion right provided for herein;
such notice shall be given, at the option of the Corporation, by courier
or by posting the same in a postage paid envelope, in either case, addressed
to each holder of the Series 19 Preferred Shares at the last address
of such holders as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation or by Electronic
Delivery addressed to each holder of Series 19 Preferred Shares requesting
Electronic Delivery at the last electronic address as provided by the
holder to the Corporation. Such notice shall set out the Conversion
Date and shall be given not less than 45 days nor more than 60 days
prior to the applicable Conversion Date. |
|||||
If
the Corporation gives notice as provided in section 8.3 to the holders
of the Series 19 Preferred Shares of the redemption of all the Series
19 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 8.4.1 to the holders of the Series 19 Preferred
Shares of the conversion right and the right of any holder of Series
19 Preferred Shares to convert such Series 19 Preferred Shares as herein
provided shall cease and terminate in that event. |
|||||
Holders
of Series 19 Preferred Shares shall not be entitled to convert their
shares into Series 20 Preferred Shares if, following the close of business
on the 10th day preceding a Conversion Date, the Corporation
determines that there would remain outstanding on the Conversion Date
less than 2,000,000 Series 20 Preferred Shares, after taking into account
all Series 19 Preferred Shares tendered for conversion into Series 20
Preferred Shares and all Series 20 Preferred Shares tendered for conversion
into Series 19 |
|||||
|
|
|||||
-
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|||||
Preferred
Shares. The Corporation shall give notice in writing thereof, in accordance
with the provisions of the first paragraph of this section 8.4.1, to
all affected holders of Series 19 Preferred Shares prior to the applicable
Conversion Date and will issue and deliver, or cause to be delivered,
prior to such Conversion Date, at the expense of the Corporation, to
such holders of Series 19 Preferred Shares, who have surrendered for
conversion any certificate or certificates representing Series 19 Preferred
Shares, new certificates representing the Series 19 Preferred Shares
represented by any certificate or certificates surrendered as aforesaid.
|
|||||
| 8.4.2 | Automatic Conversion | ||||
If
following the close of business on the 10th day preceding
a Conversion Date the Corporation determines that there would remain
outstanding on the Conversion Date less than 2,000,000 Series 19 Preferred
Shares after taking into account all Series 19 Preferred Shares tendered
for conversion into Series 20 Preferred Shares and all Series 20 Preferred
Shares tendered for conversion into Series 19 Preferred Shares, then,
all, but not part, of the remaining outstanding Series 19 Preferred
Shares shall automatically be converted into Series 20 Preferred Shares
on the basis of one (1) Series 20 Preferred Share for each Series 19
Preferred Share on the applicable Conversion Date and the Corporation
shall give notice in writing thereof, in accordance with the provisions
of section 8.4.1, to the holders of such remaining Series 19 Preferred
Shares prior to the Conversion Date. |
|||||
| 8.4.3 |
Manner of Exercise of Conversion Privilege |
||||
The
conversion of Series 19 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a Conversion Date but not later than the close
of business on the 10th day preceding a Conversion Date during
usual business hours at any office of any transfer agent of the Corporation
at which the Series 19 Preferred Shares are transferable accompanied
by: (i) payment or evidence of payment of the tax (if any) payable as
provided in this section 8.4.3; and ii) a written instrument of surrender
in form satisfactory to the Corporation duly executed by the holder,
or his attorney duly authorized in writing, in which instrument such
holder may also elect to convert part only of the Series 19 Preferred
Shares represented by such certificate or certificates not theretofore
called for redemption in which event the Corporation
shall issue and deliver or cause to be delivered to such holder, at
the expense of the Corporation, a new certificate representing the Series
19 Preferred Shares represented by such certificate or certificates
which have not been converted. |
|||||
In
the event the Corporation is required to convert all remaining outstanding
Series 19 Preferred Shares into Series 20 Preferred Shares on the applicable
Conversion Date as provided for in section 8.4.2, the Series 19 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 20
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 20 Preferred Shares at the close of business on the Conversion
Date and shall be entitled, upon surrender during usual business hours
at any office of any transfer agent of the Corporation at which the
Series 19 Preferred Shares were transferable of the certificate or certificates
representing Series 19 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 20 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 8.4.3. |
|||||
|
|
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-
49 - |
|||||
As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 19 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 20 Preferred Shares and the number of remaining
Series 19 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
19 Preferred Shares as the holder thereof shall cease at such time and
the person or persons entitled to receive Series 20 Preferred Shares
upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Series 20 Preferred Shares at
such time. |
|||||
The
holder of any Series 19 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 20 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
|||||
The
issuance of certificates for the Series 20 Preferred Shares upon the
conversion of Series 19 Preferred Shares shall be made without charge
to the converting holders of Series 19 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
20 Preferred Shares represented thereby; provided, however, that the
Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 20 Preferred Shares are
issued in respect of the issuance of such Series 20 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 19 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
|||||
| 8.4.4 | Status of Converted Series 19 Preferred Shares | ||||
All
Series 19 Preferred Shares converted into Series 20 Preferred Shares
on a Conversion Date shall not be cancelled but shall be restored to
the status of authorized but unissued shares of the Corporation as at
the close of business on the Conversion Date. |
|||||
| 8.5 | Restrictions
on Dividends and Retirement of Shares |
||||
| Without the approval of the holders of outstanding Series 19 Preferred Shares: | |||||
| (a) | the
Corporation shall not declare, pay or set apart for payment any dividends
(other than stock dividends payable in shares of the Corporation ranking
junior to the Series 19 Preferred Shares) on the Common Shares of the
Corporation or any other shares of the Corporation ranking junior to
the Series 19 Preferred Shares; |
||||
| (b) | the
Corporation shall not redeem, purchase or otherwise retire or make any
capital distribution on or in respect of the Common Shares of the Corporation
or any other shares of the Corporation ranking junior to the Series
19 Preferred |
||||
|
|
|||||
-
50
- |
|||||
Shares
(except out of the net cash proceeds of a substantially concurrent issue
of shares of the Corporation ranking junior to the Series 19 Preferred
Shares); |
|||||
| (c) | the
Corporation shall not purchase or otherwise retire less than all of
the Series 19 Preferred Shares then outstanding; or |
||||
| (d) | the
Corporation shall not redeem, purchase or otherwise retire (except in
connection with the exercise of any retraction privilege or any mandatory
redemption obligation attaching thereto) any shares of any class or
series ranking on a parity with the Series 19 Preferred Shares provided
that, for greater certainty, the covenant in this clause (d) shall not
limit or affect any such action in respect of any class of shares ranking
in priority to the Series 19 Preferred Shares; |
||||
| unless, in each case, all cumulative dividends on outstanding Series 19 Preferred Shares accrued up to and including the dividend payable for the last completed period for which dividends were payable shall have been declared and paid. | |||||
Any
approval of the holders of Series 19 Preferred Shares required to be
given pursuant to this section 8.5 may be given in accordance with the
second paragraph of section 8.7 and section 8.10. Notwithstanding the
provisions of section 8.10 hereof, any approval required to be given
pursuant to this section 8.5 shall be required to be given only by the
affirmative vote of the holders of the majority of the Series 19 Preferred
Shares present or represented at a meeting, or adjourned meeting, of
the holders of Series 19 Preferred Shares duly called for the purpose
and at which a quorum is present. |
|||||
| 8.6 | Purchase for Cancellation | ||||
The
Corporation may at any time purchase for cancellation the whole or any
part of the Series 19 Preferred Shares outstanding from time to time,
in the open market through or from an investment dealer or any firm
holding membership on a recognized stock exchange, or by private agreement
or otherwise, at the lowest price or prices at which in the opinion
of the Board of Directors such shares are obtainable. |
|||||
| 8.7 | Voting Rights | ||||
If the Corporation fails to pay eight (8) dividends on the Series 19
Preferred Shares, whether or not consecutive, the holders of the Series
19 Preferred Shares shall have the right to receive notice of, and to
attend, each meeting of shareholders of the Corporation which takes
place more than 60 days after the date on which the failure first occurs
(other than a separate meeting of the holders of another series or class
of shares) and such holders shall also have the right, at any such meeting,
to one (1) vote for each Series 19 Preferred Share held, until all such
arrears of dividends on the Series 19 Preferred Shares shall
have been paid whereupon such rights shall cease unless and until the
same default shall again arise under the provisions of this section
8.7. |
|||||
In
connection with any actions to be taken by the Corporation which require
the approval of the holders of the Series 19 Preferred Shares voting
as a series or as part of a class, each Series 19 Preferred Share shall
entitle the holder thereof to one (1) vote for such purpose. |
|||||
|
|
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-
51 - |
|||||
| 8.8 | Issue of Additional Preferred Shares | ||||
The
Corporation may issue additional series of Class A Preferred Shares
ranking on a parity with the Series 19 Preferred Shares without the
authorization of the holders of the Series 19 Preferred Shares.
|
|||||
| 8.9 | Modifications | ||||
The
provisions attaching to the Series 19 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 8.10. |
|||||
None
of the series provisions of the articles of the Corporation relating
to the Series 19 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 20 Preferred Shares are, to the extent deemed
required by the Corporation, amended or otherwise changed in the same
proportion and in the same manner. |
|||||
| 8.10 | Approval of Holders of Series 19 Preferred Shares | ||||
Any
approval given by the holders of the Series 19 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 19 Preferred Shares as provided in the provisions
attaching to the Class A Preferred Shares as a class, which provisions
shall apply mutatis mutandis. |
|||||
| 8.11 | Tax Election | ||||
The
Corporation shall elect, in the manner and within the time provided
under the ITA, under subsection 191.2(1) of the said Act, or any successor
or replacement provision of similar effect, and take all other necessary
action under such Act, to pay tax at a rate such that no holder of the
Series 19 Preferred Shares will be required to pay tax on dividends
received on the Series 19 Preferred Shares under section 187.2 of Part
IV.I of such Act or any successor or replacement provision of similar
effect. |
|||||
| 8.12 | Mail
Service Interruption |
||||
If
the Corporation determines that mail service is, or is threatened to
be, interrupted at the time when the Corporation is required or elects
to give any notice hereunder by mail, or is required to send any cheque
or any share certificate to the holder of any Series 19 Preferred Shares,
whether in connection with the redemption or conversion of such share
or otherwise, the Corporation may, notwithstanding the provisions hereof:
|
|||||
| (a) |
give such notice by Electronic Delivery, telex or telegraph communication
or by means of publication once in each of two successive weeks in a
newspaper of general circulation published or distributed in Montreal
and Toronto and such notice shall
be deemed to have been given on the date on which such Electronic Delivery,
telex or telegraph communication was given or on the date on which the
first publication has taken place; and |
||||
| (b) |
fulfill the requirement to send such cheque or such share certificate
by arranging for delivery thereof to the principal office of the Corporation
in Montreal, and such cheque and/or certificate shall be deemed to have
been sent on the date |
||||
|
|
|||||
-
52 - |
|||||
on
which notice of such arrangement shall have been given as provided in
(a) above, provided that as soon as the Corporation determines that
mail service is no longer interrupted or threatened to be interrupted
such cheque or share certificate, if not theretofore delivered to such
holder, shall be sent by ordinary unregistered first class prepaid mail
to the registered address of each person who at the date of mailing
is a registered holder and who is entitled to receive such cheque or
share certificate, or in the event of the address of any such holder
not appearing on the securities register of the Corporation, then at
the last address of such holder known to the Corporation. |
|||||
| 8.13 | Definitions | ||||
| In the provisions herein contained attaching to the Series 19 Preferred Shares: | |||||
| (a) | "accrued and unpaid dividend” means the aggregate of (A) all unpaid dividends on the Series 19 Preferred Shares for any quarterly period and (B) the amount calculated as though dividends on each Series 19 Preferred Share had been accruing on a day-to-day basis from and including the date on which the last quarterly dividend was payable to but excluding the date to which the computation of accrued dividends is to be made; and |
||||
| (b) | "in
priority to”, "on a parity with” and "junior to”
have reference to the order of priority in payment of dividends and
in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
||||
| 8.14 | Interpretation | ||||
In
the event that any date on which any dividend on the Series 19 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 19 Preferred Shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day. A "business day” shall be a day other than
a Saturday, a Sunday or any other day that is treated as a holiday at
the Corporation’s principal office in Canada. |
|||||
| 9. | SERIES 20 PREFERRED SHARES | ||||
The
Series 20 Preferred Shares shall, in addition to the rights, privileges,
restrictions and conditions attaching to the Class A Preferred Shares
as a class, carry and be subject to the following rights, privileges,
restrictions and conditions: |
|||||
| 9.1 | Dividend | ||||
| 9.1.1 | Definitions | ||||
For
the purposes hereof, the following capitalized terms shall have the
following meanings, unless the context otherwise requires: |
|||||
|
|
|||||
-
53 - |
|||||
| (a) | "Adjustment
Factor" for any Month means the percentage per annum, positive
or negative, based on the Calculated Trading Price of the Series 20
Preferred Shares for the preceding Month, determined in accordance with
the following table: |
||||
|
The
Adjustment Factor as a Percentage of Prime Shall Be |
||||
| $25.50
or more .................................................................... $25.375 and less than $25.50 ............................................... $25.25 and less than $25.375 ............................................... $25.125 and less than $25.25 ............................................... Greater than $24.875 and less than $25.125............................ Greater than $24.75 to $24.875 ............................................. Greater than $24.625 to $24.75.............................................. Greater than $24.50 to $24.625 ............................................. $24.50 or less ...................................................................... |
-4.00% -3.00% -2.00% -1.00% nil 1.00% 2.00% 3.00% 4.00% |
||||
| The maximum Adjustment Factor for any Month will be + 4.00% | |||||
If
in any Month there is no trade on the Exchange of Series 20 Preferred
Shares of a board lot or more, the Adjustment Factor for the following
Month shall be nil; |
|||||
| (b) | "Annual
Floating Dividend Rate” means for any Month the rate of interest
expressed as a percentage per annum (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) which is equal to Prime multiplied
by the Designated Percentage for such Month; |
||||
| (c) | "Banks” means any two of Royal Bank of Canada, Bank of Montreal, The Bank of Nova Scotia, The Toronto-Dominion Bank and Canadian Imperial Bank of Commerce and any successor of any of them as may be designated from time to time by the Corporation by notice given to the transfer agent for the Series 20 Preferred Shares, such notice to take effect on, and to be given at least two (2) business days prior to, the commencement of a particular Dividend Period and, until such notice is first given, means Royal Bank of Canada and The Toronto- Dominion Bank; |
||||
| (d) | "Calculated Trading Price” for any Month means: | ||||
| (i) | the
aggregate of the Daily Adjusted Trading Value for all Trading Days in
such Month; |
||||
| divided by | |||||
| (ii) | the
aggregate of the Daily Trading Volume for all Trading Days in such Month;
|
||||
| (e) | "Daily Accrued Dividend Deduction” for any Trading Day means: | ||||
| (i) | the
product obtained by multiplying the dividend accrued on a Series 20
Preferred Share in respect of the Month in which the Trading Day falls
by the number of days elapsed from but excluding the day prior to the
|
||||
|
|
|||||
-
54 - |
|||||
Ex-
Dividend Date immediately preceding such Trading Day to and including
such Trading Day (or if such Trading Day is an Ex-Dividend Date, by
one (1) day); |
|||||
| divided by | |||||
| (ii) |
the number of days from and including such Ex-Dividend Date to but excluding
the following Ex-Dividend Date; |
||||
| (f) | "Daily Adjusted Trading Value” for any Trading Day means: | ||||
| (i) | the
aggregate dollar value of all transactions of Series 20 Preferred Shares
on the Exchange (made on the basis of the normal settlement period in
effect on the Exchange) occurring during such Trading Day; |
||||
| less | |||||
| (ii) | the
Daily Trading Volume for such Trading Day multiplied by the Daily Accrued
Dividend Deduction for such Trading Day; |
||||
| (g) | "Daily
Trading Volume” for any Trading Day means the aggregate number
of Series 20 Preferred Shares traded in all transactions (made on the
basis of the normal settlement period in effect on the Exchange) occurring
during such Trading Day on the Exchange; |
||||
| (h) | "Deemed
Record Date” means the last Trading Day of a Month with respect
to which no dividend is declared by the Board of Directors; |
||||
| (i) | "Designated
Percentage” for the Month of August 2006 means 80 percent (80%)
and for each Month thereafter means the Adjustment Factor for such Month
plus the Designated Percentage for the preceding Month, provided that
the Annual Floating Dividend Rate for any Month shall in no event be
less than 50% of Prime for such Month or more than 100% of Prime for
such Month; |
||||
| (j) | "Dividend
Payment Date” means the twelfth day of each of month commencing
with the Month immediately following the date of issue of the Series
20 Preferred Shares; |
||||
| (k) | "Dividend Period” means a Month; | ||||
| (l) | "Electronic
Delivery” means the delivery by telecopier, electronic mail, the
internet or other electronic means; |
||||
| (m) | "Ex-Dividend Date” means: | ||||
| (i) | the
Trading Day which, under the rules or normal practices of the Exchange,
is designated or recognized as the ex-dividend date relative to any
dividend record date for the Series 20 Preferred Shares; or |
||||
| (ii) | if
the Board of Directors fails to declare a dividend in respect of a Month,
the Trading Day which, under the rules or normal practices of the |
||||
|
|
|||||
-
55 - |
|||||
Exchange,
would be recognized as the Ex-Dividend Date relative to any Deemed Record
Date for the Series 20 Preferred Shares; |
|||||
| (n) | "Exchange”
means the Toronto Stock Exchange or such other exchange or trading market
in Canada as may be determined from time to time by the Corporation
as being the principal trading market for the Series 20 Preferred Shares; |
||||
| (o) | "Month” means a calendar month; | ||||
| (p) | "Prime”
for a Month means the average (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) of the Prime Rate in effect on each
day of such Month; |
||||
| (q) | "Prime
Rate” for any day means the average (rounded to the nearest one-thousandth
(1/1000) of one percent (0.001%)) of the annual rates of interest announced
from time to time by the Banks as the reference rates then in effect
for such day for determining interest rates on Canadian dollar commercial
loans made to prime commercial borrowers in Canada. If one of the Banks
does not have such an interest rate in effect on a day, the Prime Rate
for such day shall be such interest rate in effect for that day of the
other Bank; if both Banks do not have such an interest rate in effect
on a day, the Prime Rate for that day shall be equal to one and a half
percent (1.5%) per annum plus the average yield expressed as a percentage
per annum on 91-day Government of Canada Treasury Bills, as reported
by the Bank of Canada, for the weekly tender for the week immediately
preceding that day; and if both of such Banks do not have such an interest
rate in effect on a day and the Bank of Canada does not report such
average yield per annum, the Prime Rate for that day shall be equal
to the Prime Rate for the next preceding day. The Prime Rate and Prime
shall be determined from time to time by an officer of the Corporation
from quotations supplied by the Banks or otherwise publicly available.
Such determination shall, in the absence of manifest error, be final
and binding upon the Corporation and upon all holders of Series 20 Preferred
Shares; |
||||
| (r) | "Trading
Day” means, if the Exchange is a stock exchange in Canada, a day
on which the Exchange is open for trading or, in any other case, a business
day. |
||||
| 9.1.2 | General | ||||
The holders of the Series 20 Preferred Shares shall be entitled to receive cumulative, preferred cash dividends, as and when declared by the Board of Directors, out of moneys of the Corporation properly applicable to the payment of dividends at the rates and times herein provided. Dividends on the Series 20 Preferred Shares shall accrue on a daily basis from and including the date of issue thereof and shall be payable monthly. Payment of the dividend on the Series 20 Preferred Shares payable on any Dividend Payment Date (less any tax required to be deducted) shall be made by cheque at par in lawful money of Canada at any branch in Canada of the Corporation’s bankers. |
|||||
The
dividends in respect of the Series 20 Preferred Shares shall be payable
monthly at the Annual Floating Dividend Rate as calculated from time
to time. Accordingly, on each Dividend Payment Date, the dividend payable
on the Series 20 Preferred Shares shall be that amount (rounded to the
nearest one-thousandth (1/1000) of one cent) obtained |
|||||
|
|
|||||
-
56 - |
|||||
by
multiplying $25.00 by the Annual Floating Dividend Rate applicable to
the Month preceding such Dividend Payment Date and by dividing the product
by twelve. The record date for the purpose
of determining holders of Series 20 Preferred Shares entitled to receive
dividends on each Dividend Payment Date shall be the last Trading Day
of the next preceding Month. In the event of the redemption or purchase
of the Series 20 Preferred Shares or the distribution of the assets
of the Corporation as contemplated by section 9.2 hereof, the amount
of the dividend which has accrued during the Month in which such redemption,
purchase or distribution occurs shall be the amount (rounded to the
nearest one-thousandth (1/1000) of one cent) calculated by multiplying:
|
|||||
| (i) | the
amount obtained by multiplying $25.00 by one-twelfth (1/12) of the Annual
Floating Dividend Rate applicable to the preceding Month; by |
||||
| (ii) | a
fraction of which the numerator is the number of days elapsed in the
Month in which such redemption, purchase or distribution occurs up to
but not including the day of such event and the denominator of which
is the number of days in that Month. |
||||
Dividends
declared on the Series 20 Preferred Shares shall (except in case of
redemption in which case payment of dividends shall be made on surrender
of the certificate representing the Series 20 Preferred Shares to be
redeemed) be paid by posting in a postage paid envelope addressed to
each holder of the Series 20 Preferred Shares at the last address of
such holder as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation, or, in
the case of joint holders, to the address to that one whose name appears
first in the securities register of the Corporation as one of such joint
holders, a cheque for such dividends (less any tax required to be deducted)
payable to the order of such holder or, in the case of joint holders,
to the order of all such holders failing written instructions from them
to the contrary. Notwithstanding the foregoing, any dividend cheque
may be delivered by the Corporation to a holder of Series 20 Preferred
Shares at his address as aforesaid. The posting or delivery of such
cheque shall be deemed to be payment and shall satisfy and discharge
all liabilities for the payment of such dividends to the extent of the
sum represented thereby (plus the amount of any tax required to be deducted
as aforesaid) unless such cheque is not paid on due presentation. |
|||||
| 9.1.3 | Calculation of Designated Percentage | ||||
The
Corporation shall as promptly as practicable calculate the Designated
Percentage for each Month and give notice thereof to all stock exchanges
in Canada on which the Series 20 Preferred Shares are listed for trading
or if the Series 20 Preferred Shares are not listed on a stock exchange
in Canada to the Investment Dealers Association of Canada. |
|||||
| 9.2 | Rights on Liquidation | ||||
In the event of the liquidation, dissolution or winding up of the Corporation
or any other distribution of assets of the Corporation for the purpose
of winding up its affairs, the holders of the Series 20 Preferred Shares
shall be entitled to receive $25.00 per Series 20 Preferred Share together
with all dividends accrued and unpaid up to but excluding the date of
payment or distribution, before any amounts shall be paid or any |
|||||
|
|
|||||
-
57 - |
|||||
assets
of the Corporation distributed to the holders of the Common Shares of
the Corporation or any other shares ranking junior to the Series 20
Preferred Shares. Upon payment of such amounts, the holders of the Series
20 Preferred Shares shall not be entitled to share in any further distribution
of the property or assets of the Corporation. |
|||||
| 9.3 | Redemption at the Option of the Corporation | ||||
Subject
to applicable law and section 9.5 hereof, upon giving notice as hereinafter
provided, the Corporation may redeem at anytime all, but not less than
all, the outstanding Series 20 Preferred Shares on payment of $25.50
for each such share to be redeemed together with accrued and unpaid
dividends up to but excluding the date fixed for redemption the whole
constituting the redemption price. |
|||||
The
Corporation shall give notice in writing not less than 45 days nor more
than 60 days prior to the date on which the redemption is to take place
to each person who at the date of giving such notice is the holder of
Series 20 Preferred Shares to be redeemed of the intention of the Corporation
to redeem such shares; such notice shall be given, at the option of
the Corporation, by courier or by posting the same in a postage paid
envelope, in either case, addressed to each holder of Series 20 Preferred
Shares to be redeemed at the last address of such holder as it appears
on the securities register of the Corporation or, in the event of the
address of any holder not so appearing, then to the address of such
holder last known to the Corporation, or by Electronic Delivery addressed
to each holder of Series 20 Preferred Shares requesting Electronic Delivery
at the last electronic address as provided by the holder to the Corporation,
provided that the accidental failure or omission to give any such notices
as aforesaid to one or more of such holders shall not affect the validity
of the redemption as to the other holders of the Series 20 Preferred
Shares to be redeemed. Such notice shall set out the number of such
Series 20 Preferred Shares held by the person to whom it is addressed
which are to be redeemed and the redemption price and shall also set
out the date on which the redemption is to take place, and one and after
the date so specified for redemption the Corporation shall pay or cause
to be paid to the holders of such Series 20 Preferred Shares to be redeemed
the redemption price on presentation and surrender at any place within
Canada designated by such notice, of the certificate or certificates
for such Series 20 Preferred Shares so called for redemption; such payment
shall be made by cheque payable at par at any branch in Canada of the
Corporation’s bankers; from and after the date specified in any
such notice, the Series 20 Preferred Shares called for redemption shall
cease to be entitled to dividends and the holders thereof shall not
be entitled to exercise any of the rights of shareholders in respect
thereof unless payment of the redemption price shall not be duly made
by the Corporation; at any time after notice of redemption is given
as aforesaid, the Corporation shall have the right to deposit the redemption
price of any or all Series 20 Preferred Shares called for redemption
with any chartered bank or banks or with any trust company or trust
companies in Canada named in the notice of redemption to the credit
of a special account or accounts in trust for the respective holders
of such shares, to be paid to them respectively upon surrender to such
bank or banks or trust company or trust companies of the certificate
or certificates representing the same, and upon such deposit or deposits
being made, such shares shall be redeemed on the redemption date specified
in the notice of redemption; after the Corporation has made a deposit
as aforesaid with respect to any shares, the holders thereof shall not,
from and after the redemption date, be entitled to exercise any of the
rights of shareholders in respect thereof and the rights of the holders
thereof shall be limited to receiving the proportion of the amounts
so |
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deposited
applicable to such shares, without interest; any interest allowed on
such deposit shall belong to the Corporation. |
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| 9.4 | Conversion
of Series 20 Preferred Shares |
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| 9.4.1 | Conversion of the Option of the Holder | ||||
Holders
of Series 20 Preferred Shares shall have the right, at their option,
on August 1, 2011 and on August 1 in every fifth year thereafter (a
‘‘Conversion Date”), to convert, subject
to the terms and conditions hereof, all or any Series 20 Preferred Shares
registered in their name into Series 19 Preferred Shares of the Corporation
on the basis of one (1) Series 19 Preferred Share for each Series 20
Preferred Share. The Corporation shall give notice in writing to the
then holders of the Series 20 Preferred Shares of the conversion right
provided for herein; such notice shall be given, at the option of the
Corporation, by courier
or by posting the same in a postage paid envelope, in either case, addressed
to each holder of the Series 20 Preferred Shares at the last address
of such holder as it appears on the securities register of the Corporation
or, in the event of the address of any holder not so appearing, then
to the address of such holder last known to the Corporation or by Electronic
Delivery addressed to each holder of Series 20 Preferred Shares requesting
Electronic Delivery at the last electronic address as provided by the
holder to the Corporation. Such notice shall set out the Conversion
Date and shall be given not less than 45 days nor more than 60 days
prior to the applicable Conversion Date. |
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|
If
the Corporation gives notice as provided in section 9.3 to the holders
of the Series 20 Preferred Shares of the redemption of all the Series
20 Preferred Shares, the Corporation shall not be required to give notice
as provided in this section 9.4.1 to the holders of the Series 20 Preferred
Shares of the conversion right and the right of any holder of Series
20 Preferred Shares to convert such Series 20 Preferred Shares as herein
provided shall cease and terminate in that event. |
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Holders
of Series 20 Preferred Shares shall not be entitled to convert their
shares into Series 19 Preferred Shares if, following the close of business
on the 10th day preceding a Conversion Date, the Corporation
determines that there would remain outstanding on the Conversion Date
less than 2,000,000 Series 19 Preferred Shares, after taking into account
all Series 20 Preferred Shares tendered for conversion into Series 19
Preferred Shares and all Series 19 Preferred Shares tendered for conversion
into Series 20 Preferred Shares. The Corporation shall give notice in
writing thereof, in accordance with the provisions of the first paragraph
of this section 9.4.1, to all affected holders of Series 20 Preferred
Shares prior to the applicable Conversion Date and will issue and deliver,
or cause to be delivered, prior to such Conversion Date, at the expense
of the Corporation, to such holders of Series 20 Preferred Shares, who
have surrendered for conversion any certificate or certificates representing
Series 20 Preferred Shares, new certificates representing the Series
20 Preferred Shares represented by any certificate or certificates surrendered
as aforesaid. |
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| 9.4.2 | Automatic Conversion | ||||
If
following the close of business on the 10th day preceding
a Conversion Date the Corporation determines that there would remain
outstanding on the Conversion Date less than 2,000,000 Series 20 Preferred
Shares after taking into account all Series 20 Preferred Shares tendered
for conversion into Series 19 Preferred Shares and all |
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Series
19 Preferred Shares tendered for conversion into Series 20 Preferred
Shares, then, all, but not part, of the remaining outstanding Series
20 Preferred Shares shall automatically be converted into Series 19
Preferred Shares on the basis of one (1) Series 19 Preferred Share for
each Series 20 Preferred Share on the applicable Conversion Date and
the Corporation shall give notice in writing thereof, in accordance
with the provisions of section 9.4.1, to the holders of such remaining
Series 20 Preferred Shares prior to the Conversion Date. |
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| 9.4.3 | Manner of Exercise of Conversion Privilege | ||||
The conversion of Series 20 Preferred Shares may be effected by surrender
of the certificate or certificates representing the same not earlier
than 45 days prior to a
Conversion
Date but not later than the close of business on the 10th
day preceding a Conversion Date during usual business hours at any office
of any transfer agent of the Corporation at which the Series 20 Preferred
Shares are transferable accompanied by: i) payment or evidence of payment
of the tax (if any) payable as provided in this section 9.4.3; and ii)
a written instrument of surrender in form satisfactory to the Corporation
duly executed by the holder, or his attorney duly authorized in writing,
in which instrument such holder may also elect to convert part only
of the Series 20 Preferred Shares represented by such
certificate or certificates not theretofore called for redemption in
which event the Corporation shall issue and deliver or cause to be delivered
to such holder, at the expense of the Corporation, a new certificate
representing the Series 20 Preferred Shares represented by such certificate
or certificates which have not been converted.
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In the event the Corporation is required to convert all remaining outstanding
Series 20 Preferred Shares into Series 19 Preferred Shares on the applicable
Conversion Date as provided for in section 9.4.2, the Series 20 Preferred
Shares, in respect of which the holders have not previously elected
to convert, shall be converted on the Conversion Date into Series 19
Preferred Shares and the holders thereof shall be deemed to be holders
of Series 19 Preferred Shares at the close of business on the Conversion
Date and shall be entitled, upon surrender during usual business hours
at any office of any transfer agent of the Corporation at which the
Series 20 Preferred Shares were transferable of the certificate or certificates
representing Series 20 Preferred Shares not previously surrendered for
conversion, to receive a certificate or certificates representing the
same number of Series 19 Preferred Shares in the manner subject to the
terms and provisions as provided in this section 9.4.3. |
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As
promptly as practicable after the Conversion Date, the Corporation shall
issue and deliver, or cause to be delivered to or upon the written order
of the holder of the Series 20 Preferred Shares so surrendered, a certificate
or certificates, issued in the name of, or in such name or names as
may be directed by, such holder representing the number of fully-paid
and non-assessable Series 19 Preferred Shares and the number of remaining
Series 20 Preferred Shares, if any, to which such holder is entitled.
Such conversion shall be deemed to have been made at the close of business
on the Conversion Date, so that the rights of the holder of such Series
20 Preferred Shares as the holder thereof shall cease at such time and
the person or persons entitled to receive Series 19 Preferred Shares
upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Series 19 Preferred Shares at
such time. |
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The
holder of any Series 20 Preferred Share on the record date for any dividend
declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted into a Series 19 Preferred Share after
such record date and on or before the date of the payment of such dividend.
|
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The
issuance of certificates for the Series 19 Preferred Shares upon the
conversion of Series 20 Preferred Shares shall be made without charge
to the converting holders of Series 20 Preferred Shares for any fee
or tax in respect of the issuance of such certificates or the Series
19 Preferred Shares represented thereby; provided, however, that the
Corporation shall not be required to pay any tax which may be imposed
upon the person or persons to whom such Series 19 Preferred Shares are
issued in respect of the issuance of such Series 19 Preferred Shares
or the certificate therefor or which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate
in a name or names other than that of the holder of the Series 20 Preferred
Shares converted, and the Corporation shall not be required to issue
or deliver such certificate unless the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. |
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| 9.4.4 | Status of Converted Series 20 Preferred Shares | ||||
All
Series 20 Preferred Shares converted into Series 19 Preferred Shares
on a Conversion Date shall not be cancelled but shall be restored to
the status of authorized but unissued shares of the Corporation as at
the close of business on the Conversion Date. |
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| 9.5 | Restrictions on Dividends and Retirement of Shares | ||||
| Without the approval of the holders of outstanding Series 20 Preferred Shares: | |||||
| (a) |
the Corporation shall not declare, pay or set apart for payment any
dividends (other than stock dividends payable in shares of the Corporation
ranking junior to the Series 20 Preferred Shares) on the Common Shares
of the Corporation or any other shares of the Corporation ranking junior
to the Series 20 Preferred Shares; |
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| (b) |
the Corporation shall not redeem, purchase or otherwise retire or make
any capital distribution on or in respect of the Common Shares of the
Corporation or any other shares of the Corporation ranking junior to
the Series 20 Preferred Shares (except out of the net cash proceeds
of a substantially concurrent issue of shares of the Corporation ranking
junior to the Series 20 Preferred Shares); |
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| (c) |
the Corporation shall not purchase or otherwise retire less than all
of the Series 20 Preferred Shares then outstanding; or |
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| (d) |
the Corporation shall not redeem, purchase or otherwise retire (except
in connection with the exercise of any retraction privilege or any mandatory
redemption obligation attaching thereto) any shares of any class or
series ranking on a parity with the Series 20 Preferred Shares provided
that, for greater certainty, the covenant in this clause (d) shall not
limit or affect any such action in respect of any class of shares ranking
in priority to the Series 20 Preferred Shares; |
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unless,
in each case, all cumulative dividends on outstanding Series 20 Preferred
Shares accrued up to and including the dividend payable for the last
completed period for which dividends were payable shall have been declared
and paid. |
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Any
approval of the holders of Series 20 Preferred Shares required to be
given pursuant to this section 9.5 may be given in accordance with the
second paragraph of section 9.7 and section 9.10. Notwithstanding the
provisions of section 9.10 hereof, any approval required to be given
pursuant to this section 9.5 shall be required to be given only by the
affirmative vote of the holders of the majority of the Series 20 Preferred
Shares present or represented at a meeting, or adjourned meeting, of
the holders of Series 20 Preferred Shares duly called for the purpose
and at which a quorum is present. |
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| 9.6 | Purchase for Cancellation | ||||
The
Corporation may at any time purchase for cancellation the whole or any
part of the Series 20 Preferred Shares outstanding from time to time,
in the open market through or from an investment dealer or any firm
holding membership on a recognized stock exchange, or by private agreement
or otherwise, at the lowest price or prices at which in the opinion
of the Board of Directors such shares are obtainable. |
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| 9.7 | Voting Rights | ||||
If the Corporation fails to pay eight (8) dividends on the Series 20
Preferred Shares, whether or not consecutive, the holders of the Series
20 Preferred Shares shall have the right to receive notice of, and to
attend, each meeting of shareholders of the Corporation which takes
place more than 60 days after the date on which the failure first occurs
(other than a separate meeting of the holders of another series or class
of shares) and such holders shall also have the right, at any such meeting,
to one (1) vote for each Series 20 Preferred
Share held, until all such arrears of dividends on the Series 20 Preferred
Shares shall have been paid whereupon such rights shall cease unless
and until the same default shall again arise under the provisions of
this section 9.7. |
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In
connection with any actions to be taken by the Corporation which require
the approval of the holders of the Series 20 Preferred Shares voting
as a series or as part of a class, each Series 20 Preferred Share shall
entitle the holder thereof to one (1) vote for such purpose. |
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| 9.8 | Issue of Additional Preferred Shares | ||||
The
Corporation may issue additional series of Class A Preferred Shares
ranking on a parity with the Series 20 Preferred Shares without the
authorization of the holders of the Series 20 Preferred Shares. |
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| 9.9 |
Modifications |
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The
provisions attaching to the Series 20 Preferred Shares as a series may
be repealed, altered, modified or amended from time to time with such
approval as may then be required by the CBCA, any such approval to be
given in accordance with section 9.10. |
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None
of the series provisions of the articles of the Corporation relating
to the Series 20 Preferred Shares shall be amended or otherwise changed
unless, contemporaneously therewith, the series provisions, if any,
relating to the Series 19 Preferred Shares are, to |
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the
extent deemed required by the Corporation, amended or otherwise changed
in the same proportion and in the same manner. |
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| 9.10 | Approval of Holders of Series 20 Preferred Shares | ||||
Any
approval given by the holders of the Series 20 Preferred Shares shall
be deemed to have been sufficiently given if it shall have been given
by the holders of Series 20 Preferred Shares as provided in the provisions
attaching to the Class A Preferred Shares as a class, which provisions
shall apply mutatis mutandis. |
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| 9.11 | Tax
Election |
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The
Corporation shall elect, in the manner and within the time provided
under the ITA, under subsection 191.2(1) of the said Act, or any successor
or replacement provision of similar effect, and take all other necessary
action under such Act, to pay tax at a rate such that no holder of the
Series 20 Preferred Shares will be required to pay tax on dividends
received on the Series 20 Preferred Shares under section 187.2 of Part
IV.I of such Act or any successor or replacement provision of similar
effect. |
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| 9.12 |
Mail Service Interruption |
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If
the Corporation determines that mail service is, or is threatened to
be, interrupted at the time when the Corporation is required or elects
to give any notice hereunder by mail, or is required to send any cheque
or any share certificate to the holder of any Series 20 Preferred Shares,
whether in connection with the redemption or conversion of such share
or otherwise, the Corporation may, notwithstanding the provisions hereof:
|
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| (a) | give
such notice by Electronic Delivery, telex, or telegraph communication
or by means of publication once in each of two successive weeks in a
newspaper of general
circulation published or distributed in Montreal and Toronto and such
notice shall be deemed to have been given on the date on which such
Electronic Delivery, telex, or telegraph communication was given or
on the date on which the first publication has taken place; and |
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| (b) |
fulfill the
requirement to send such cheque or such share certificate by arranging
for delivery thereof to the principal office of the Corporation in Montreal,
and such cheque and/or certificate shall be deemed to have been sent
on the date on which notice of such arrangement shall have been given
as provided in (a) above, provided that as soon as the Corporation determines
that mail service is no longer interrupted or threatened to be interrupted
such cheque or share certificate, if not theretofore delivered to such
holder, shall be sent by ordinary unregistered first class prepaid mail
to the registered address of each person who at the date of mailing
is a registered holder and who is entitled to receive such cheque or
share certificate, or in the event of the address of any such holder
not appearing on the securities register of the Corporation, then at
the last address of such holder known to the Corporation. |
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| 9.13 |
Notice of Subsequent Fixed Dividend Rate Applicable to the Series
19 Preferred Shares |
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Within three (3) business days of the determination of the Subsequent
Fixed Dividend Rate (as defined in section 8.1.1 of the articles of
the Corporation relating to the Series 19 Preferred Shares) the Corporation
shall give notice thereof, except in relation |
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to
the initial Subsequent Fixed Rate Period, to the holders of the Series
20 Preferred Shares by publication once in the national edition of The
Globe and Mail in the English language and once in the City of Montreal
in both the French and English languages in a daily newspaper of general
circulation in Montreal; provided that if any such newspaper is not
being generally circulated at that time, such notice shall be published
in another equivalent publication. |
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| 9.14 | Definitions | ||||
| In the provisions herein contained attaching to the Series 20 Preferred Shares: | |||||
| (a) | "accrued
and unpaid dividends” means the aggregate of: (i) all unpaid dividends
on the Series 20 Preferred Shares for any Dividend Period; and (ii)
the amount calculated as though dividends on each Series 20 Preferred
Share had been accruing on a day-to-day basis from and including the
first day of the Month immediately following the Dividend Period with
respect to which the last monthly dividend will be or was, as the case
may be, payable to but excluding the date to which the computation of
accrued dividends is to be made; and |
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| (b) | "in
priority to”, "on a parity with” and "junior to”
have reference to the order of priority in payment of dividends and
in the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary,
or other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs. |
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9.15 |
Interpretation |
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In
the event that any date on which any dividend on the Series 20 Preferred
Shares is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the holders
of Series 20 Preferred Shares hereunder, is not a business day (as hereinafter
defined), then such dividend shall be payable, or such other action
shall be required to be taken, on or by the next succeeding day that
is a business day.
A ‘‘business day” shall be a day other than a Saturday,
a Sunday or any other day that is treated as a holiday at the Corporation’s
principal office in Canada. |
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| 9.16 | Issue of Series 20 Preferred Shares | ||||
| The Corporation may not issue any Series 20 Preferred Shares prior to August 1, 2006. | |||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bell Canada | ||
|
|
(signed)
Patricia A. Olah |
|
| Patricia
A. Olah Corporate Secretary |
||
| Date: March 11, 2005 |