An Act to amend the Eldorado Nuclear Limited Reorganization and Divestiture Act and the Petro-Canada Public Participation Act

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An Act to amend the Eldorado Nuclear Limited Reorganization and Divestiture Act and the Petro-Canada Public Participation Act

S.C. 2001, c. 18

Assented to 2001-06-14

An Act to amend the Eldorado Nuclear Limited Reorganization and Divestiture Act and the Petro-Canada Public Participation Act

SUMMARY

This enactment relates to the mandatory provisions in the articles of Cameco Corporation (formerly Eldorado Nuclear Limited) and Petro-Canada.

The enactment provides that the articles of Cameco Corporation will have to contain a 15 % individual non-resident share ownership limit for voting shares as well as a cap on aggregate non-resident share ownership voting rights of 25 %.

The enactment also provides that the articles of Petro-Canada will have to be amended to allow for a 20 % individual share ownership limit, while the aggregate non-resident share ownership limits will be eliminated. In addition, the prohibition on the sale, transfer or disposal of all or substantially all of Petro-Canada’s upstream and downstream assets will be replaced with a similar prohibition on the sale, transfer or disposal of all or substantially all of its assets, without distinguishing between the upstream and downstream sectors of activity.

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

1988, c. 41 ELDORADO NUCLEAR LIMITED REORGANIZATION AND DIVESTITURE ACT

1. (1) Subparagraph 5(1)(b)(ii) of the Eldorado Nuclear Limited Reorganization and Divestiture Act is replaced by the following:

(ii) to prevent any one non-resident, together with the associates thereof, from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, voting securities to which are attached more than fifteen per cent of the votes that may ordinarily be cast to elect directors of the new corporation;

(2) Paragraph 5(1)(c) of the Act is replaced by the following:

(c) provisions respecting the counting or prorating of votes cast at any meeting of shareholders of the new corporation and attached to voting securities of the new corporation that are held, beneficially owned or controlled, directly or indirectly, by non-residents so as to limit the counting of those votes to not more than twenty-five per cent of the total number of votes cast by shareholders at that meeting;

1991, c. 10 PETRO-CANADA PUBLIC PARTICIPATION ACT

2. (1) Paragraphs 9(1)(a) to (c) of the Petro-Canada Public Participation Act are replaced by the following:

(a) provisions imposing constraints on the issue, transfer and ownership, including joint ownership, of voting shares of Petro-Canada to prevent any one person, together with the associates of that person, from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, in the aggregate voting shares to which are attached more than twenty per cent of the votes that may ordinarily be cast to elect directors of Petro-Canada, other than votes that may be so cast by or on behalf of the Minister;

(2) Paragraph 9(1)(d) of the Act is replaced by the following:

(d) provisions preventing Petro-Canada from selling, transferring or otherwise disposing of, whether by one transaction or event or several related transactions or events, all or substantially all of its assets to any one person or group of associated persons or to non-residents, otherwise than by way of security only in connection with the financing of Petro-Canada;

(3) Paragraph 9(1)(f) of the Act is replaced by the following:

(f) provisions respecting the enforcement of the constraints imposed pursuant to paragraph (a); and

(4) The portion of subsection 9(4) of the Act before paragraph (a) is replaced by the following:

Marginal note:Exceptions

(4) No provision imposing constraints pursuant to paragraph (1)(a) applies in respect of voting shares of Petro-Canada that are held
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