Bill 37 (Legislature 22, Session 2)

L22 S2 2712

Alberta — Bills

1990 Bn.L 37 Second Session, 22nd Legislature, 39 Elizabetii II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 37 ALBERTA GOVERNMENT TELEPHONES REORGANIZATION ACT THE MUSflSTER OF TECHNOLOGY, RESEARCH AND TELECOMMUNICATIONS Fkst Reading Second Reading Committee of tiie Whole Thkd Readmg Royal Assent

BiU 37 BILL 37 1990 ALBERTA GOVERNMENT TELEPHONES REORGANIZATION ACT (Assented to , 1990) Table of Contents

Definitions 1

Part 1 The Corporation Division 1 Corporate Affaks Share capital 2 Board of dkectors 3 Head office 4 Fundamental changes 5 Sale of voting shares by Corporation 6 Division 2 Restrictions on Voting Shares

Definitions 7 Beneficial owner 8 Affiliation and control 9 Associated persons 10 Limitation on holding by non-residents of Canada 11 Limitation on holding of voting shares 12 Underwriters 13 Pro rata representation 14 Prohibition re dividends on voting shares 15 Resttictions on voting rights 16 Refusal to register 17 Validity of actions 18 Redemption of votmg shares 19 Request for kiformation 20 Judicial remedies 21 Reliance by tiie Corporation 22 Rulmg by Board 23

Part 2 ACT Limited Share capital 24 Board of dkectors 25 Head office 26 Fundamental changes 27

Part 3 Gaieral Act prevails 28 Not Crown agents 29 Regulations 30

Part 4 Disposition of Alberta Govemment Telephones Property

Definitions 31 Crown property 32 Transactions 33 Affected interests 34 Application of other Acts 35 Substimtion of name 36 Commission employees 37 Pension and death benefrt plan 38 Sale of Crown held shares 39 Crown shareholding and related matters 40 Temporary additional powers 41 Telecommunications Act amendments 42 Consequential amendments 43 Repeals 44 Coming into force 45 HER MAJESTY, by and with tiie advice and consent of die Legislative Assembly of Alberta, enacts as foUows:

Definitions 1(1) Jn Ulis Act, (a) "Board" means the board of dkectors of the Corporation; (b) "Corporation" means that body corporate incorporated or continued ki Alberta, (

i) all of whose issued voting shares of every class are, on the date of the order referred to in subclause (U), owned by the Crown or held in tiust for die Crown or partly owned by the Crown and partly held m trust for die Crown, and

(ii) the identity and name of which are as prescribed by order of the Minister; (c) "Crown" means Her Majesty in right of Alberta; (d) "Minister" means die Minister of Technology, Research and Telecommunications; (e) "Telephone Company" means diat body corporate incorporated or continued ki Alberta, die identity of which is as prescribed by order of die Minister, havkig die name "ACT Lknited"; (f) "voting share" means a share diat, subject to tiiis Act, carries the right under aU ckcumstances to vote on a resolution electkig dkectors of die Corporation.

(2) Unless odierwise defmed in this Act or die regulations under this Act, words and expressions used ki this Act and die regulations have tiie same meaning as ki ±& Business Corporations Act. PARTI THE CORPORATION Division 1 Corporate Affairs Share capital 2(1) The articles of tiie Corporation shall provide tiiat it is authorized to issue shares of at least the foUowmg classes: (

a) a class of voting shares of unUmited number; (b) 2 classes of preferred shares of unUmited number, issuable in series, neither of which has any votmg rights other than voting rights described in subsection (3) or (4); (

c) a class of shares consisting of a single share issuable to the Crown, to be known as the "special share", with special rights, privileges, restrictions and conditions, approved by the Lieutenant Govemor in Council, that are referable to the corporate actions enumerated in

section 5(1).

(2) The Corporation may not, widiout the approval of the Lieutenant Govemor m Council, create or issue any class of shares not mentioned m subsection (l)(a), (

b) or (

c) that has voting rights, other dian die votmg rights described ki subsection (3) or (4).

(3) Subsections (1) and (2) do not derogate from voting rights provided for under die Business Corporations Act tiiat apply tt) a class or series of a class of preferred shares that do not otherwise carry voting rights or tiiat only carry voting rights described in subsection (4). (4) Subsections (1) and (2) do not derogate from die rights of holders of any class of preferred shares that (

a) arise on die failme of die Corporation tt) pay 8 quarterly dividends, whether consecutive or not, and continue only for so long as those dividends remain in arrears, and (

b) give die right (

i) to receive notice of and to attend meetings of shareholders of die Corporation at which dkecttirs are to be elected, and (ii) to vote for the election of 2 dkectt)rs, but if dividends on 2 or more of those classes of preferred shares are in arrears as described in this subsection, only 2 dkectt)rs may be elected by die holders of all those classes of preferred shares in arrears as so described.

(5) The Corporation shaU print (

a) on each share certificate issued in respect of voting shares, and (

b) on any other securities of the Corporation that are exchangeable for or convertible into voting shares a legible statement that this Act appUes to voting shares. j!f 1?^ 3(1) The number of dkectors on and the composition of the Board shall be determined subject to this section.

(2) The articles of die Corporation shaU provide for a minimum of 12 dkectors and a maximum of 20 dkectors.

(3) At least 2/3 of tiie dkectors of die Corporation must be ordmarUy resident ki Alberta.

(4) The Lieutenant Govemor in CouncU may appoint 4 dkectors of die Corporation, who must be ordinarily resident ki Alberta, tt) hold office for the respective terms specified by die Lieutenant Govemor m Council. directors

(5) Subsection (4) applies whetiier or not tiie Crown owns voting shares, but so long as it owns votmg shares the Crown's right of appointtnent under subsection (4), if exercised, is in Ueu of and not in addition to the exercise of voting rights held by k on any resolution to elect dkectors. Head office Fundamental changes

(6) Any act of the Board or a committee of tiie Board is valid notwithstanding non-compUance with this section. 4 The registered and head office of the Corporation must be in the City of Edmonton. 5(1) The Corporation may not (

a) change its name, (

b) amalgamate with one or more other bodies corporate, (

c) apply under

section 186 of the Business Corporations Act for an order of the Court of Queen's Bench approvmg an arrangement, (

d) seU or otherwise dispose of any shares of the Telephone Company that carry the right to vote under aU ckcumstances, (

e) sell, lease or exchange all or substantially aU of its property, (

f) cease to carry on busmess, (

g) be dissolved or Uquidated and dissolved under die Business Corporations Act, (

h) voluntarUy take the benefit of any law diat may result ki the liquidation or the termination of existence of the Corporation, (

i) make, alter, amend or modify its articles or by-laws in any manner that is inconsistent with or tiiat derogates from the special rights, privileges, restiictions or conditions attachkig tt) its special share, or (

j) create or issue any shares havkig or purporting tt) have any rights, privUeges, resttictions or conditions comparable to, or which negate or attempt to negate, any of tiie special rights, privileges, resttictions or conditions attaching to its special share, widiout die consent of die Lieutenant Govemor m Council and tiien only on die terms and conditions, if any, tiiat he prescribes.

(2) The Corporation may not be continued in another jurisdiction.

(3) Subsection (l)(

b) does not operate so as to prevent die Corporation and one or more of its whoUy-owned subsidiaries from amalgamating and continuing as one corporation without the consent of the Lieutenant Govemor in CouncU if (

a) none of those whoUy-owned subsidiaries (

i) was acquked by the Corporation in a tiansaction tiiat was material in relation to the business of the Corporation and its subsidiaries on a consoUdated basis, (ii) has amalgamated widi a body corporate that is not a wholly-owned subsidiary of the Corporation, (iU) has applied under

section 186 of die Business Corporations Act for an order of die Court of Queen's Bench approving an arrangement, or (iv) has acquked, du-ough the acquisition of assets or shares, any business in a tiansaction that was material in relation to the business of tiiat subsidiary and its subsidiaries on a consoUdated basis, since the coming kito force of this subsection, (

b) tiie amalgamation wUl not result ki an amalgamation of the Corporation and tiie Telephone Company, and (

c) the articles of amalgamation will be the same as the articles of the Corporation.

(4) In subsection (3), "subsidiary" means a subsidiary within the meaning of the Business Corporations Act.

(5) Subsection (l)(

e) does not operate so as to resttict the power of the Corporation to grant security for the payment of money borrowed by it or any other person in the ordinary comse of business. Sale of voting 6(1) When making an offering of voting shares to die pubUc at ?*^* ^ large, die Corporation shall offer tiie shares to residents of Alberta Corporation ,*'. '^ ., ., /..„ alone or in common with non-residents of Alberta.

(2) In this section, (a) "non-resident of Alberta" means (

i) an mdividual who is not ordinarily resident in Alberta,

(ii) a corporation havmg its head office outside Alberta, (iU) a govemment or its agent, but does not include die Crown, (iv) a corporation that is contioUed dkectiy or indkectiy by a non-resident of Alberta described in subclause (i), (ii) or m), (

v) a tiust ki which non-residents of Alberta described ki any of subclauses (

i) to (iv) have more tiian 50% of die beneficial mterest, (vi) a corporation of which die majority of (

A) the dkectors, (

B) persons occupykig the position of dkector by whatever name called, or (

C) persons acting in a capacity similar to that of a corporate dkector, are non-residents of Alberta described in subclause (i), or (vii) a corporation tiiat is contix)lled dkectiy or kidkectiy by a tmst described ki subclause (v); (b) "resident of Alberta" means a person who is not a non resident of Alberta; and words and expressions defined in Division 2 have the same meaning in this section. Division 2 Restrictions on Voting Shares

Definitions 7 Jn tiiis Divisiou, (a) "agent", in relation tt) a govemment, means an agent of tiiat govemment and includes a corporation contioUed by tiiat govemment, but does not include (

i) a pubUc tmstee or other person performing a function or duty ki connection witii the administiation or management of an estate or property of an individual, or (ii) a corporation diat is die goveming body of a university or other educational institution or of a hospital;

(b) "corporation" means a body corporate and mcludes an association, partnership or odier unincorporated organization; (c) "foreign govemment" means tiie govemment of a foreign state or of a political subdivision of a foreign state; (d) "govemment" means (

i) a govemment in Canada, or (ii) a foreign govemment; (e) "govemment ki Canada" means Her Majesty in right of Canada or of a province; (f) "non-resident of Canada" means (

i) an individual, odier than a Canadian citizen, who is not ordinarily resident ki Canada, (ii) a corporation incorporated, formed or otherwise organized elsewhere than in Canada, (iU) a foreign govemment or its agent, (iv) a corporation that is controlled dkectiy or indkectiy by a non-resident of Canada described in subclause (i), (ii) or (iii). (

v) a trust in which non-residents of Canada described in any of subclauses (

i) to (iv) have more than 50% of tiie beneficial interest, (vi) a corporation of which tiie majority of (

A) the dkectors, (

B) persons occupying the position of dkector by whatever name called, or (

C) persons acting in a capacity similar to tiiat of a corporate dkector, are non-residents of Canada described in subclause (i), or (vii) a corporation that is controlled dkectiy or indkectiy by a tmst described in subclause (v); (g) "person" mcludes an individual, a corporation, a ttust of any kind or natme, mcludmg a votmg tmst, and a govemment or its agent; 8

Beneficial owner (h) "registered holder" means a person who is registered on the securities register of the Corporation as the owner of voting shares. 8(1) For die purposes of this Act, a person is die beneficial owner of voting shares if (

a) that person is die registered holder of the shares and (

i) also beneficially owns the shares, or (ii) does not beneficially own the shares but has the power, whether or not exercised, tt) seU or dkect the sale of the beneficial ownership in the shares without being under an obUgation to obtain consent or dkections from any other person respecting the sale, or (

b) that person is not die registered holder of the shares but has the power, whether or not exercised, to seU or dkect the sale of the beneficial ownership in the shares without being under an obUgation ttj obtain consent or dkections from any other person respecting the sale, whether or not that person beneficiaUy owns the shares.

(2) Notwithstanding subsection (1), if voting shares are held by a person by way of security only pmsuant tt3 a contiact or arrangement under which that person has the right to sell or to dkect the sale of the shares without being under an obUgation to obtain consent or dkections in respect of the sale of the shares from die person who ki the absence of die contiact or arrangement would be the beneficial owner of the shares, then, for the purposes of this Act, (

a) the beneficial owner of the shares does not cease to be thek beneficial owner by reason only of the contract or arrangement, and (

b) the person holding the shares by way of security only does not become die beneficial owner of the shares by reason only of the conti^act or arrangement.

(3) Notwithstanding subsection (1), a person does not cease to be the beneficial owner of voting shares by reason only tiiat die shares cannot be sold without obtaining consent or dkections from a court or public body or pubUc official ki respect of die sale. Affiliation and control 9 For the purposes of this Act,

(

a) a corporation is affiliated with anotiier corporation if one is die subsidiary of die other or if each of them is controlled by the same person; (

b) a corporation with share capital is contioUed by a person if shares of die corporation carrying more than 50% of the votes diat may be cast to elect dkectt)rs of the corporation are held, other tiian by way of security only, by or for the benefit of tfiat person and the votes carried by those shares are sufficient, if exercised, tt) elect a majority of the dkectors of the corporation; (

c) a corporation without share capital is contioUed by a govemment in Canada if aU or a majority of its members or dkectt)rs are appomted or designated, eidier by tiiek personal names or by thek names of office, by (

i) a statute or regulations under a statute, (ii) the Govemor in Council or the lieutenant govemor in councU of a province, as the case may be, or (iU) a minister of the Crown in right of Canada or of a provmce, as the case may be, or by any combination of diem; (

d) a corporation without share capital is contioUed by a foreign govemment if all or a majority of its members or dkectors are appointed or designated, either by thek personal names or by thek names of office, by (

i) a statute or regulations under a statute, (ii) the head of state or the executive of that foreign govemment, or (iu) a member of the executive of that foreign govemment, or by any combination of diem; (

e) an association, partnership or other unmcorporated organization is contiX)lled by a person if an ownership mterest in it representkig more dian 50% of the assets of the association, partnership or organization is held, odier ttian by way of security only, by or for die benefit of diat person; (

f) a corporation is conttoUed by a person if the corporation is, in the opinion of the Board as evidenced by a resolution of the Board, dien ki fact effectively conttoUed by that person dkectiy or indkectiy du-ough 10

(

i) die holding of shares, units or interests of whatever nattire of the corporation or any otiier corporation, (ii) the holding of a significant portion of the outstanding debt of die corporation, or (iU) any other means, whetiier of a similar or different natme; (

g) a subsidiary is a corporation diat is conttoUed by anotiier corporation; (

h) a person is deemed tt) beneficiaUy own votmg shares if (

i) the voting shares are beneficiaUy owned by a corporation contixiUed by that person or by an affiliate of that corporation, or (ii) the voting shares are beneficiaUy owned by that person through a tmstee, a legal representative, an agent or another intermediary; (

i) a corporation is deemed to beneficiaUy own voting shares if those shares are beneficially owned by its affUiate. Associated 10(1) For the piuposcs of this Act, a person is associated with P"'^"' anotiier person if (

a) one of them is a corporation of which the otiier is an officer or dkector, (

b) one of them is a corporation that is conttoUed by the other, (

c) one of them is a partnership of which the other is a partner, (

d) both are corporations that are conttoUed by the same person, (

e) botii are parties to a voting tmst or a voting arrangement that relates to voting shares, (

f) one of them is a govemment and the other is an agent of diat govemment, (

g) bodi are agents of die same govemment, (

h) both are beneficial owners of the same votmg shares, or (

i) both are associated within the meaning of any of clauses (

a) to (

h) witii the same person. 11

(2) Notwitiistanding subsection (1), for die piuposes of this Act, (

a) tiie Crown is not associated widi its agents; (b) 2 corporations are not associated with each other by virtue of subsection (l)(

i) by reason only that each is associated witii the same person under subsection (l)(a); (

c) if a person is die beneficial owner or appears to the Corporation to be the beneficial owner of not more tiian 0.2% of the total number of issued and outstanding voting shares, tiiat person is not associated widi any odier person and no otiier person is associated with hun in relation to those voting shares; (

d) if a person submits to the Corporation a stattitory declaration (

i) stating that none of the voting shares held by him or tt) be held by him as registered holder are or wUl be, to his knowledge, held as beneficial owner by him or any person with whom he is associated under subsection (1), or (

U) specifykig the number of voting shares of which he is the registered holder that are not and wUl not, to his knowledge, be held as beneficial owner by him or any person with whom he is associated under subsection (1), then that person is not associated with any odier person and no other person is associated with him in relation to those shares so long as the shares from time to tkne held by the person who made die declaration are not held conttary to the statements made in the declaration.

(3) Notwitiistanding subsections (1) and (2)(b), (

c) and (d), die Board may by resolution declare that 2 or more persons are associated for the purposes of this Act if the Board is satisfied tiiat (

a) those persons are parties to an agreement or arrangement under which diey act in concert with respect to diek interests in the Corporation, or (

b) those persons have been and are continuing tt) act in concert widi respect to thek kiterests in the Corporation.

(4) A proxy respecting voting shares is not a voting tiust or voting arrangement for the purposes of subsection (l)(

e) or an agreement or arrangement for the purposes of subsection (3)(a). 12

Limitation on holding by non-residents of Canada Limitation oa holding of voting shares Undmvriters 11(1) The number of voting shares that may be held by non residents of Canada as beneficial owners shaU not exceed in the aggregate 10% of the total number of issued and outstanding voting shares.

(2) For die purposes of this Act, if (

a) votmg shares are held jomtiy by 2 or more persons as beneficial owners, and (

b) one or more of die joint holders is a non-resident of Canada, the voting shares are deemed to be held by a non-resident of Canada as the beneficial owner of the shares. 12(1) The total number of voting shares diat may be held (

a) by any one person as beneficial owner, or (

b) by the members of any one group of associated persons as beneficial owners, shaU not exceed 5% of the total number of issued and outstanding voting shares.

(2) If 2 or more persons hold the same voting shares as beneficial owners, each of those persons is deemed to be tiie sole holder of those voting shares for the purposes of subsection (1). (3) Subsection (1) does not apply to the Crown in respect of voting shares held by the Crown but does apply to agents of the Crown in respect of voting shares respectively held by them.

(4) In the case of the subscription for shares of the Corporation pmsuant to an offer of voting shares by way of (

a) rights granted by the Corporation to registered holders to pmchase additional voting shares, or (

b) a distribution of voting shares to the pubUc, the Corporation may, for die purposes of tiiis

section and

section 11, count all of die unissued voting shares included in the offer as voting shares issued and outstanding untU die offer has termmated. 13(1) Sections 11(1) and 12(1) do not apply to a person acting as an underwriter in connection witii a disttibution of voting shares during a period beginning on the date of sale of die voting shares by tiie Corporation or tiie Crown, as tiie case may be, to tiie 13

Prorata rqjresentation Prohibition re dividends on voting shares underwriter and ending 150 days after that date or at a later date that the Minister prescribes prior to the expkation of the 150-day period.

(2) A person referred to in subsection (1) shall not exercise the voting rights attached tt) the voting shares so held by him during the period mentioned in that subsection.

(3) In diis section, "distiibution" and "underwriter" have die meanings given tt) them in die Securities Act. 14(1) When, at a meeting of shareholders of die Corporation, more dian 10% of die voting shares represented at the meeting are held by non-residents of Canada as beneficial owners, the voting rights attached to the voting shares so represented shaU be restiicted on a pro rata basis to the extent necessary to ensme tiiat the total number of votes that may be cast by or on behalf of non residents of Canada at the meeting on any matter is not greater than 10% of the total number of voting shares represented at the meeting.

(2) For the purposes of subsection (1), when a non-resident of Canada (

a) holds voting shares by way of security only, and (

b) eidier has die right to vote the shares without obtaming voting instmctions or the right to give voting instiiictions in respect of the shares, the shares are deemed to be held by the non-resident as die beneficial owner of the shares. 15(1) When voting shares are held by any one person or die members of any one group of associated persons in contiavention of

section 12, no dividend shall be paid in respect of any of die voting shares held by (

a) that person as beneficial owner, or (

b) any of tiie members of that group as beneficial owners, as the case may be.

(2) Notwithstanding subsection (1), the Board may autiiorize the payment of a dividend in respect of any voting shares to a registered holder who would otherwise be disentitied to k under diat subsection if the Board is of die opinion diat 14

(

a) the conttavention was inadvertent or is of a technical natme, or (

b) it would be kiequitable not to pay the dividend to the registered holder.

(3) If dividends are paid by the Corporation in respect of voting shares otherwise than in accordance with this section, the Corporation may by action recover the amount of the dividends so paid from die registered holders to whom diey were paid whether or not the Corporation had knowledge of the contravention of this

section when die dividends were paid. Restrictions on 16(1) When votiug sharcs are held by any one person or the voting nghts members of any one group of associated persons in conttavention of

section 12, no voting rights may be exercised ki respect of (

a) any of the voting shares held by that person as beneficial owner or by any of the members of that group as beneficial owners, as the case may be, or (

b) any other voting shares held by way of security ordy by tiiat person or by any of the members of that group, if that person or member either has the right to vote tiie shares without obtaining voting instmctions or has the right to give voting insttiictions ki respect of tiie shares.

(2) Subject to subsection (1), when (

a) any one person or one or more of the members of any one group of associated persons (

i) hold votmg shares by way of security only, and (ii) eitiier have the right tt) vote the shares witiiout obtaining voting kisttiictions or tiie right tt) give voting insttiictions ki respect of tiie shares, witii or witiiout also holdmg voting shares as die beneficial owner or beneficial owners, and (

b) die total number of votmg shares so held by hun or them exceeds in the aggregate 5% of die total number of voting shares issued and outstandmg, the voting rights attached tt) the voting shares so held shall be restiicted tt) die extent necessary to ensme diat die total number of votes that may be cast in respect of those voting shares at a meeting of the shareholders of die Corporation on any matter shall not exceed 5% of die total number of votes attached to aU voting shares then issued and outstandmg. 15

Refusal to registo* Validity of actions Redemption of voting shares (3) Subsection (2) does not apply to the Crown m respect of voting shares held by die Crown but does apply tt) agents of the Crown in respect of voting shares respectively held by them. 17 The Corporation shall not (

a) issue any of its voting shares, or (

b) register or otherwise recognize the ttansfer of any of its voting shares, when the Corporation determines that a conttavention of diis Act would result. 18 The vaUdity of (

a) a meeting of shareholders of die Corporation or any action taken at it, (

b) a ttansfer of voting shares tiiat has been made or recorded in the securities register of tiie Corporation, or (

c) the issuance of voting shares, is not affected by a conti:avention of

section 11,12,13,14,16,17 or 20(6). 19(1) If voting shares are held in conttavention of

section 11 or 12, the Corporation may, by notice to the registered holder of those shares, requke the voting shares in excess of the percentage Umit in

section 11 or 12, as tiie case may be, to be disposed of within the period stated in the notice.

(2) A notice under subsection (1) (

a) may be given by personal service or by courier delivery or mail addressed to the registered holder at his last known address according to the records of the Corporation or its registtar and ttansfer agent, and (

b) shall prescribe a period of not less than 60 days from the time the notice is given as the period widiin which the voting shares must be disposed of.

(3) A notice sent by courier delivery or maU in accordance witii subsection (2) is deemed to be given at die time k is delivered tt) the courier or deposited ki the maU, as the case may be, unless (

a) tiiere are reasonable grounds for believkig that die registered holder did not receive the notice, and 16

(

b) kiformation as to the cmrent address of the registered holder comes to the attention of the Corporation prior to the expkation of the notice period referred to in subsection (2)(b).

(4) If the excess votmg shares referred to in subsection (1) have not been disposed of withm tiie tune set out in tiie notice given under diat subsection, die Corporation may, at any time whUe those shares contkiue tt) be held in conttavention of

section 11 or 12, as tiie case may be, redeem them for canceUation on (

a) die deposit by the Corporation of the amount of tiie redemption price of the shares in a special account with a bank or ti-easury branch, and (

b) die givkig of a notice of redemption to tiie registered holder of those shares in the manner prescribed by the by-laws of die Corporation, mcluding notice of tiie deposk referred to in clause (a). and thereupon the voting shares are redeemed for canceUation and the rights of the registered holder and any beneficial owners of them cease except the right of a registered holder to receive out of the amount so deposited, without interest, the redemption price payable with respect to the shares on presentation and smrender of the certificate representing the shares.

(5) The Corporation shall redeem voting shares for canceUation under subsection (4) according tt) the length of tkne they have been held by the registered holders as evidenced by the securities register of die Corporation, with tiie votmg shares held for die shortest period of tune being redeemed for canceUation before others held for a longer time.

(6) Any mterest payable by the bank or tteasury branch on the deposit made pursuant to subsection (4)(

a) shall be paid to the Corporation.

(7) The Corporation is not bound to see to die application of tiie amount deposited or to the execution of any tmst, whetiier express, implied or constmctive, in respect of voting shares redeemed for cancellation under this section, nor is the Corporation estopped by any certificates outstanding in respect of voting shares redeemed for canceUation.

(8) The redemption price of voting shares for tiie purposes of this

section is the lesser of (

a) die offer price per share on the first distiibution of voting shares to the public after the coming kito force of this section, and 17

(

b) die lowest closkig price per share of the voting shares on the principal stock exchange occurring in the 12-month period preceding die date of die givkig of die notice of redemption.

(9) In subsection (8)(b), "principal stock exchange" means die stock exchange in Canada designated by the Board as the principal stock exchange for the Corporation. Request for 20(1) At tiic rcqucst of tiie Corporation, a person who information (

a) is or proposes to be a registered holder, (

b) holds or proposes to hold or is believed by the Corporation to hold voting shares on behalf of another person, other than as a registered holder, (

c) is or proposes to be or is beUeved by the Corporation to be a beneficial owner of voting shares, (

d) subscribes for voting shares, (

e) requests registration of a transfer of voting shares, (

f) requests a change ki the registtation of voting shares, or (

g) elects to convert or exchange any securities of the Corporation into or for voting shares, shaU fUe a shareholder's declaration with the Corporation or its registtar and ttansfer agent.

(2) A person to whom a request is made pursuant to subsection (1) shaU fUe die shareholder's declaration in a form authorized by die Board, and the shareholder's declaration must contain the information requested by the Corporation to enable die Corporation to determine whether this Act is being or may be contravened.

(3) Widiout restiicting die Corporation's right to request information, the information mentioned in subsection (2) may include (

a) die name and address of die person, (

b) tiie name and address of any person on whose behalf tiiat person holds voting shares, (

c) the names and addresses of that person's associates, (

d) the names and addresses of any persons with whom that person acts ki concert widi respect tt) interests in die Corporation, 18

(

e) whetiier tiiat person is a non-resident of Canada, (

f) the number of voting shares diat are or are to be held by that person and by diat person's associates, as beneficial owner, and die date or dates on which that person or diat person's associates acquked his or diek interests, (

g) whetiier any voting shares are held by way of security only, and (

h) a

summary of die residency or citizenship of die holders of shares, units or interests of whatever nature of a person diat is a corporation.

(4) When (

a) a shareholder's declaration is requested in respect of votmg shares under tiiis

section by tiie Corporation from a registered holder or a beneficial owner or another person for whom the registered holder or odier kitermediary has indicated he holds die voting shares, and (

b) the registered holder, beneficial owner or odier person does not submk tt) the Corporation a declaration satisfactt)ry tt) tiie Corporation within the time, being not less dian 30 days, prescribed in the request, then, untU a declaration satisfactory tt) the Corporation has been submitted to k, sections 15, 16(1), 19 and 21(4) apply to diose voting shares as though they were votmg shares held by tiiat person as beneficial owner in contravention of

section 12.

(5) It is a condition of every transfer of voting shares to be made or recorded in the securities register of the Corporation and of the issue of voting shares that the ttansferee or pmchaser must submit to the Corporation a declaration if requested pmsuant to subsection (1).

(6) When the Corporation has requested a declaration from a person pursuant tt) subsection (1), the Corporation shall not (

a) accept any offer to pmchase voting shares from diat person, or (

b) allow any ttansfer of voting shares to be made or recorded in tiie name of tiiat person ki the securities register of the Corporation unless the declaration has been submitted to die Corporation and it appears from the declaration that the proposed beneficial owner of those shares would not, by the acceptance of the offer tt) 19

purchase die shares being pmchased or the entiy in die securities register of the shares being tiansferted, hold those shares ki conttavention of this Act Judicial ronedies 21

(1) A registered holder or beneficial owner of voting shares may apply to the Court of Queen's Bench for an order under diis section. Reliance by the Corporation

(2) If, on an appUcation under this section, the Court is satisfied that aU or a majority of the dkectors then holdmg office, other tiian those appointed by the Lieutenant Govemor in CouncU, consist of individuals who were (

a) elected at an election at which voting shares were voted in conttavention of

section 13, 14 or 16, or (

b) appointed to replace dkectors elected at an election at which votmg shares were voted in conttavention of

section 13, 14 or 16, the Court may, subject tt)

section 18, make an order to rectify die conttavention complained of.

(3) In connection with an application under this section, the Court may make any interim or final order it thinks fit, including, witiiout luniting tiie generality of tfie foregokig, any or all of tiie following: (

a) an order restiaining the Board from exercising any powers specified in the order; (

b) an order removkig the dkectors then holding office, otiier than those appointed by the Lieutenant Govemor m Council; (

c) an order respecting an election of dkectors, other than those appointed by tiie Lieutenant Govemor in Council, and providing for tiiek terms of office.

(4) On an application under this section, the Court may make (

a) an order dkectmg the Corporation tt) commence and diUgentiy prosecute an action under

section 15(3), or (

b) an order dkecting the Corporation to commence and diUgentiy prosecute proceedings under

section 19 for die redemption of die voting shares specified m die order. 22(1) The Corporation is entitied to assume for die purposes of this Act tiiat tiie registered holder of any votmg shares is also tiie beneficial owner of the shares except to the extent tiiat tiie Corporation has evidence to die conttary by way of 20

(

a) a stamtory declaration submitted by the registered holder to the Corporation stating that some other person is die beneficial owner of the shares and naming that beneficial owner, (

b) statements made in any declaration submitted tt) the Corporation under

section 10(2)(

d) or 20, or (

c) any otiier information ki die possession of the Corporation, and if the Corporation has no reasonable grounds tt) believe tiiat the evidence is not then tme.

(2) In determinmg for die purposes of diis Act (

a) whetiier voting shares are held in contiavention of

section 11 or 12, (

b) whether voting rights were exercised in conttavention of

section 13, 14 or 16, (

c) whether a person is associated with any other person, or (

d) any other ckcumstances relevant to the performance of the duties of the Corporation and the Board under this Act, the Corporation and any dkector, officer, employee or agent of the Corporation may rely on statements made in any declaration submitted under

section 10(2)(

d) or 20 or subsection (l)(

a) of this

section or rely on the knowledge of any of the directors of the ckcumstances, and the Corporation and its dkectors, officers, employees or agents are not Uable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such statements or knowledge. Ruling by 23(1) The Board may, on appUcation, make a ruling on whether ^°"^ a person or tiie members of a group of associated persons hold voting shares m conttavention of

section 12 or whether

section 16 applies to a person or the members of a group of associated persons.

(2) The Board is bound by a mlkig made under subsection (1) unless tiie applicant did not disclose a fact material tt) the Board ki making its mUng or tiiere is a subsequent material change of ckcumstances. 21

PART 2 AGT Lil\1iTED Share capital 24(1) The articles of die Telephone Company shaU pK)vide diat it is authorized to issue shares of at least the foUowing classes: (

a) a class of shares of unlimited number, each of which carries the right under aU ckcumstances to vote on a resolution electkig dkectors of die Telephone Company; (b) 2 classes of preferred shares of unUmited number, issuable in series, neitiier of which has any voting rights other than voting rights described in subsection (3) or (4); (

c) a class of shares consisting of a single share issuable to the Crown, to be known as the "special share" of the Telephone Company, witii special rights, privileges, restiictions and conditions, approved by the Lieutenant Govemor in CouncU, that are referable to the corporate actions enumerated ki

section 27(1).

(2) The Telephone Company may not, without the approval of tiie Lieutenant Govemor in CouncU, create or issue any class of shares not mentioned in subsection (l)(a), (

b) or (

c) that hias voting rights, other than voting rights described in subsection (3) or (4). (3) Subsections (1) and (2) do not derogate from votmg rights provided for under the Business Corporations Act that apply to a class or series of a class of preferred shares diat do not otiierwise carry voting rights or that only carry voting rights described in subsection (4). (4) Subsections (1) and (2) do not derogate from die rights of holders of any class of preferred shares that (

a) arise on die failure of the Telephone Company to pay 8 quarterly dividends, whether consecutive or not, and contkiue only for so long as those dividends remain in arrears, and (

b) give die right (

i) tt) receive notice of and tt) attend meetings of shareholders of the Telephone Company at which dkecttirs are to be elected, and (ii) to vote for die election of 2 dkecttirs, but if dividends on 2 or more of those classes of preferred shares are in arrears as described in this subsection, only 2 dkectors may 22

Board of directors Head office Fundamental changes be elected by die holders of all those classes of preferted shares ki arrears as so described.

(5) No unanimous shareholder agreement shaU be entered into m respect of the Telephone Company without the consent of the Lieutenant Govemor in Council. 25(1) The number of dkectors on and die composition of the board of dkectors of the Telephone Company shaU be determined subject to tills section.

(2) The articles of the Telephone Company shall provide for a minimum of 12 dkectors and a maxknum of 20 dkectors.

(3) At least 2/3 of die dkectt)rs of tiie Telephone Company must be ordinarily resident ki Alberta.

(4) The Lieutenant Govemor in CouncU may appomt 4 dkecttirs of the Telephone Company, who must be ordinarily resident ki Alberta, to hold office for the respective terms specified by the Lieutenant Govemor in Council.

(5) Any act of the board of directors or a committee of die board of dkectors of the Telephone Company is vaUd notwithstanding non-compliance with this section. 26 The registered and head office of die Telephone Company must be ki the City of Edmonton. 27(1) The Telephone Company may not (

a) seU, issue or aUot shares carrying voting rights, otiier dian voting rights described in

section 24(3) or (4), to any person otiier dian die Corporation, (

b) change its name, (

c) amalgamate witii one or more other bodies corporate, (

d) apply under

section 186 of tiie Business Corporations Act for an order of die Court of Queen's Bench approvmg an arrangement, (

e) seU, lease or exchange all or substantially aU of its property, (

f) cease to carry on die telecommunications business, (

g) be dissolved or Uquidated and dissolved under the Business Corporations Act, 23

(

h) voluntarUy take die benefit of any law diat may result ki the Uquidation or the termination of existence of the Telephone Company, (

i) make, alter, amend or modify its articles or by-laws in any manner that is inconsistent with or that derogates from the special rights, privileges, restrictions or conditions attachkig tt) its special share, or (

j) create or issue any shares having or purportmg tt) have any rights, privUeges, restrictions or conditions comparable to, or which negate or attempt to negate, any of the special rights, privileges, restrictions or conditions attaching to its special share, widiout the consent of the Lieutenant Govemor ki Council and tiien only on the terms and conditions, if any, that he prescribes.

(2) The Telephone Company may not be continued in anotiier jurisdiction.

(3) Subsection (l)(

c) does not operate so as to prevent die Telephone Company and one or more wholly-owned subsidiaries of the Telephone Company or of die Corporation from amalgamating and continuing as one corporation without die consent of the Lieutenant Govemor in Council if (

a) none of those whoUy-owned subsidiaries (

i) was acquked by the Telephone Company or the Corporation in a ttansaction that was material in relation tt) the business of the Telephone Company and its subsidiaries or the Corporation and its subsidiaries, as the case may be, on a consoUdated basis, (ii) has amalgamated witii a body corporate that is not a wholly-owned subsidiary of the Telephone Company or the Corporation, (iU) has applied under

section 186 of die Business Corporations Act for an order of die Court of Queen's Bench approving an arrangement, or (iv) has acquked, tiirough the acquisition of assets or shares, any business in a ttansaction that was material in relation to the business of tiiat subsidiary and its subsidiaries on a consoUdated basis, since the comkig kito force of this subsection, and 24

(

b) die articles of amalgamation wiU be die same as the articles of tiie Telephone Company.

(4) In subsection (3), "subsidiary" means a subsidiary widiin die meaning of the Business Corporations Act.

(5) Subsection (l)(

e) does not operate so as tt) resttict die power of die Telephone Company tt) grant security for die payment of money borrowed by it or any otiier person in tiie ordkiary comse of business.

PART 3 GENERAL ActFevaiis 28(1) Subjcct to tiiis Act, tiic Business Corporations Act applies to tiie Corporation and the Telephone Company.

(2) If there is a conflict between this Act or die regulations under it and (

a) the Business Corporations Act or the regulations under it, (

b) tiie articles of tiie Corporation or tiie Telephone Company, (

c) the by-laws of tiie Corporation or the Telephone Company, or (

d) a unanimous shareholder agreement relating to the Telephone Company, this Act and the regulations prevail.

(3) The rights, privileges, restiictions and conditions (

a) attaching to the special share issued by the Corporation that are contained in the articles of die Corporation, and (

b) attaching to the special share issued by the Telephone Company that are contamed in the articles of die Telephone Company, apply notwithstanding anything in the Business Corporations Act.

(4) If the Minister approves tiie amendment before March 31, 1991, the articles of the Corporation may be amended so that the class of voting shares referred to in

section 2(l)(

a) is issuable in 2 series, but if the articles are so amended, none of tiie provisions of the Business Corporations Act entitikig tiie holders of a series of 25

Not Qown agents a class of shares to vote separately apply to the holders of a series of die class of votmg shares referred to in

section 2(l)(a). 29 Neitiier the Corporation nor tiie Telephone Company is an agent of the Crown. Regulations 30 The Lieutenant Govemor in CouncU may make regulations (

a) respecting the offering and sale of votmg shares held by die Crown mcludmg, for the purposes of

section 39, defining "Alberta residents" and determining the natme and extent of the priority to Alberta residents; (

b) respectmg the offering and sale of voting shares offered at die same time as voting shares held by the Crown; (

c) permitting the Corporation to include in its articles provisions imposing consttaints on the issue, ttansfer and ownership, including joint ownership, of securities of die Corporation tt) enable tiie Corporation to comply witii any law of Canada or qualify under any law of Canada to obtain or retain a licence or other similar approval to carry on any business, and provisions respecting the enforcement of die consttaints; (

d) delegating any or all of the powers of the Lieutenant Govemor in CouncU under

section 33 to the Minister, subject to any terms or conditions knposed by die regulations; (

e) respecting any other matter considered necessary or advisable tt) carry out die kitent and purpose of this Act.

PART 4 DISPOSITION OF ALBERTA GOVERNIVIENT TELEPHONES PROPERTY

Definitions 31 J^ this Part, (a) "Commission" means The Alberta Govemment Telephones Commission; (b) "pmchaser corporation" means die Corporation, die Telephone Company or a Subsidiary Company, or a subsidiary of any of tiiem; (c) "Subsidiary Company" means 28

(

i) any of the following: (

A) Alta Telecom Intemational Ltd., (

B) Alta Telecom, Inc., (

C) Alta-Can Telecom Inc., (

D) Alta Telecom Licensmg Corporation, and (E) 288922 Alberta Ltti., (ii) any other body corporate whose shares that carry voting rights sufficient tt) elect a majority of its dkectors are (

A) registered on tihe securities register of the body corporate ki the name of the Commission, or (

B) held, dkectiy or indkectiy, by or on behalf of the Commission, and (iU) a subsidiary of a body corporate referred to in subclause (

i) or (ii); (d) "telecommunication assets" means all of the property of whatever nature and kind held or possessed by or for the Commission, except assets of the Alberta Govemment Telephones Employees' Pension and Death Benefit Plan; (e) "transaction" means a tiansaction referred to in

section 33. Crown property 32 For greater certainty, it is confirmed that at aU relevant times prior to the closing of the ttansactions (

a) all property rights in or to the telecommunication assets were acquked by the Commission as agent for and on behalf of the Crown, and (

b) the telecommunication assets are the property of the Crown, whether titie tt) them is in die name of the Crown or ki the name of the Commission. TransactiOTis 33(1) The Crowu may enter mto ttansactions tiiat wiU, dkectiy or indirectiy, result in the vestkig of any or all of the telecommunication assets ki a purchaser corporation the Minister dkects, subject to die terms and conditions, if any, approved by the Lieutenant Govemor in Council. 27

(2) The Commission and the purchaser corporations shall enter into any ti:ansactions the Minister dkects that wiU, dkectiy or indkectiy, result in the vesting of any of the telecommunication assets, or any legal interest in diem, ki a purchaser corporation, subject to the terms and conditions, if any, approved by the Lieutenant Govemor in Council.

(3) Widi respect to any particular telecommunication assets tiiat are or will be vested in a pmchaser corporation pursuant to a ttansaction, a dkection under subsection (2) may (

a) dkect the concmrent or subsequent vesting of those telecommunication assets m another pmchaser corporation, and (

b) knpose any terms and conditions the Minister thinks appropriate on die dkection.

(4) A ttansaction may provide for (

a) the assumption by a pmchaser corporation of any indebtedness, Uability or obligation (

i) of the Commission, or (ii) originally incurred or assumed by the Commission, and (

b) any matter related dkectiy or kidkectiy tt) a ttansaction or an kidebtedness, liabUity or obligation associated with it.

Affected 34(1) If an indebtedness, UabiUty or obligation of tiie mterests Commissiou, or an indebtedness, UabiUty or obligation originally incurred or assumed by the Commission, is assumed by a pmchaser corporation pmsuant to a ttansaction, the pmchaser corporation is, unless a ttansaction otiierwise provides, dkectiy liable to die person to whom the kidebtedness, UabiUty or obUgation is due or by whom it is held as if the pmchaser corporation had incurred it on ks own behalf, and any liabUity of the Crown and die Commission widi respect to tiiat kidebtedness, liabUity or obligation is extinguished.

(2) A preferential or otiier right to acquke any telecommunication assets is waived with respect to a ttansaction as against die Crown, the Commission or a Subsidiary Company or a pmchaser corporation tt) whom a dkection referred to in

section 33(3)(

a) is made, as the case requkes, and the purchaser corporation that, pmsuant to die ttansactions, ultimately acqukes telecommunication assets with respect to which there are preferential or other rights shaU, in respect of any matter arising after the closing of die ttansactions, observe, fidfU and perform those preferential or other 28

rights as the person directiy Uable for thek observance, fulfUment or performance.

(3) A notice, consent or approval required pmsuant to an agreement or constating document that relates to telecommunication assets is waived widi respect to a ti-ansaction, and die pmchaser corporation tiiat, pursuant to the ttansactions, ultimately acqukes telecommunication assets with respect to which the notice, consent or approval applies shall, in respect of any matter arising after the closkig of the ttansactions, comply with all requkements for tiie givmg of the notice or procurement of the consent or approval as the person dkectiy responsible therefor.

(4) A default or breach of a covenant that occms under an instiument (

a) binding on the Crown or the Commission or a pmchaser corporation ttD whom a direction referred to in

section 33(3)(

a) is made, or (

b) relatmg to telecommunication assets, by reason of a vesting in a pmchaser corporation pmsuant ttj a ttansaction is waived, but the waiver made by this subsection is without prejudice to the rights of any person in respect of a default or breach arising after the closing of the ttansactions.

(5) No person has a right tt) compensation by reason only of the operation of this section. Application of 35 The foUowiug cnacttnents do not apply to a ttansaction: other Acts (

a) the Bulk Sales Act; (

b) section 128 of the Workers' Compensation Act; (c)

section 6(4.1) and (4.2) of die Alberta Heritage Savings Trust Fund Act; (

d) die Public Utilities Board Act; (

e) th& Bills of Sale Act. Substitution of 36(1) In tills section, name (a) "insttument" includes (

i) a caveat or an instiument witiiin the meanmg of the Land Titles Act, 29

(ii) an agreement, ttansfer, assignment, Ucence to use property, mortgage, encumbrance, charge, certificate of titie or certificate of registtation, (iU) a judgment, order, dkection, appointment, approval or determination of a court, judge or odier constituted autiiority, (iv) a pleading, notice or document in an action or otiier proceeding in a court, and (

v) a document issued, registered, filed, lodged or deposited by or widi a registtar; (b) "mmisterial order" means an order of die Minister consequential to a dkection under

section 33; (c) "registiar" means (

i) a Registi-ar of Land Tities, (ii) the Registiiar of Personal Property under die Chattel Security Registries Act or under the Persoruil Property Security Act, (iU) a mmister of die Crown, (iv) a clerk of the court or a sheriff, or (

v) die chief officer of a registiy or records office estabUshed by or pursuant to

an Act.

(2) Subject tt) tills section, a reference tt) die Commission ki an insttument made or executed before the comkig into force of this subsection, other than (

a) a debentme of the Commission, (

b) a note or odier instmment of indebtedness issued by tiie Commission relatkig to the Alberta Provincial Corporation Loan Fund, (

c) an kistinment relating to assets in the sinking fund of the Commission, (

d) an instiiiment relating to the assets or UabiUties of die Alberta Govemment Telephones Employees' Pension and Deatii Benefit Plan, or (

e) an kistrument entered mto by die Commission widi a purchaser corporation as part of a transaction, 30

is deemed to be a reference tt) the Telephone Company, and the Telephone Company has the same rights, obligations and status tiiat the Commission had in respect of that kistmment.

(3) A reference to the Commission, a Subsidiary Company or the Crown in an instiument or class of kistinment identified ki a ministerial order is deemed to be a reference to the pmchaser corporation named in the order with respect to diat kisttiiment or class of insttument, and the pmchaser corporation has the same rights, obligations and status that the Commission, Subsidiary Company or Crown had ki respect of the kistmment or class of insttument

(4) If, at any time, it is determined that the actual effect of a ttansaction is that the Commission or a purchaser corporation other than the Telephone Company should be referred to in an instiument or class of insttument to which subsection (2) appUes, the Minister may make a ministerial order naming the Commission or that other purchaser corporation with respect to that instmment or class, but the order does not affect the validity of any action taken in relation to the instmment or class before the effective date of the order and, if the order names the Commission, subsection (3) applies as if the Commission were a pmchaser corporation.

(5) If an instmment or class of instmment identified in a mmisterial order is registered, fUed, lodged or deposited with a registtar, die Minister shaU file a copy of die order widi tiiat registtar.

(6) A registtar is not requked to make any entries in his records witii respect to a mmisterial order filed with him, except ki the case of a fee simple estate ki land, in which case the Registtar of Land Tities shaU, on die written request of the pmchaser corporation, issue a new certificate of tide in the name of the purchaser corporation.

(7) A registiar may rely on tiie execution of a document by a pmchaser corporation (

a) when tiie Telephone Company is tiie pmchaser corporation, if tiie document contakis a statement tiiat die deemed reference in subsection (2) is applicable, or (

b) m the case of any other purchaser corporation, if the document contains a reference to die ministerial order relevant to die matter to which the document pertakis.

(8) No fees are payable to a registiar as a resuU of the fUing of a mmisterial order or the issue of a certificate of titie pmsuant to tiiis section, but a pmchaser corporation shall pay to tiie Crown a special charge, in an amount determined by die Lieutenant 31

Commission onployees Pension and death benefit plan Govemor m Council, ki Ueu of registtar's fees avoided by reason of this section.

(9) The Minister shaU pubUsh a copy of each ministerial order in The Alberta Gazette as soon as reasonably possible after it is made. 37(1) In this section, "Commission employee" means an individual in the employment of the Commission immediately before the closing of die ttansactions.

(2) On the closing of the ttansactions, every Commission employee (

a) becomes an employee of the Telephone Company, and (

b) is employed by the Telephone Company on terms and conditions as to salary and benefits that are no less advantageous dian those under which he was employed by die Commission immediately before the closing of the ttansactions. (3) Subsection (2) does not apply to a Commission employee who accepts an offer of employment from a purchaser corporation other than the Telephone Company.

(4) Every employee referted to in subsection (2) or (3) is deemed to have been employed by the Telephone Company or die purchaser corporation, as the case may be, for the same period of time that he was in the employment of the Commission before the closing of the ttansactions. 38(1) In diis section, (a) "former plan" means tiie Alberta Govemment Telephones Employees' Pension and Deadi Benefit Plan; (b) "new plan" means a plan established by a purchaser corporation designated by the Minister; and words and expressions defined ki die former plan have die same meaning in tfiis section.

(2) AU of tiie assets and UabiUties of and aU agreements relating to the former plan, except a tiust agreement relating to k, are assigned and transferred to die tmstees of the new plan.

(3) Witfi respect to tfie assignment and ttansfer under subsection (2), (

a) a notice, consent or approval requked pursuant to 32

(

i) an agreement or constating document that relates to any of the assets or UabiUties of the former plan, or (ii) an agreement that relates to die former plan, is waived with respect to die assignment and ttansfer, (

b) a default or breach of covenant that occms under an agreement referred tt) in clause (

a) by reason of die assignment and ttansfer is waived, and (

c) a preferential or otiier right to acquke any of tiiose assets is waived with respect to the assignment and tiansfer.

(4) Subject to the law goveming die plans, die new plan shall contain provisions ensuring that all employees referred to in

section 37 are entitied to benefits under the new plan based on thek employment with the Commission tiiat are no less advantageous than those to which die employees were entitied under the former plan.

(5) Individuals within the following classes, namely, (

a) individuals who are (

i) former Commission employees who are receiving benefits under the former plan, or (ii) former Commission employees who elected to be entitied to deferred benefits under the former plan, and (

b) spouses, dependent children, dependent famUy members or beneficiaries of individuals described in clause (a), shaU receive thek benefits through the new plan in accordance with the benefits fixed for them under the former plan, subject to the law goveming the plans.

(6) The new plan is Uable for die benefits referred to m subsections (4) and (5).

(7) Employees referred to in

section 37 and individuals referred to in subsection (5) are deemed to consent (

a) to the termination of the former plan, (

b) tt) die assignment and ttansfer of assets, liabUities and agreements from the former plan to the new plan, and 33

(

c) tt) die determmation of all rights pursuant tt) die new plan widiout reference, in any way, to the former plan or any trust or tiust agreement relatkig tt) it

(8) On the coming mto force of subsection (2), (

a) the former plan, togetiier with any ttust or tiust agreement relating to the former plan, is termmated in its entkety, and (

b) the UabiUty of the Crown, the Commission and the tiustees of the former plan is extinguished with respect to the former plan and any tmst or tmst agreement relating to it.

(9) Notwithstanding subsections (1) to (7), the Minister, if it is necessary to do so before the coming intt) force of subsection (2), may dkect that the new plan shall consist of a new pension and death benefit plan and a new disabUity plan, and in tiiat event the Minister shall also determkie die division between the 2 new plans of the assets, liabUities and agreements referred to in subsection (2) and the liabUities referred to in subsection (6).

(10) If the Minister makes a dkection under subsection (9), (

a) references to the new plan in subsections (1) to (7) shaU be read as references tt) the new pension and death benefit plan or the new disabUity plan, as the case requkes, (b) subsection (2) shall be constiued so as to reflect the division of the assets, liabUities and agreements made by the Minister under subsection (9), and (c) subsection (6) shaU be constmed so as to reflect the division of the UabiUties made by the Mmister under subsection (9). ?ff! ?i2°*° ^^(1) ^^®" voting shares of die Corporation acquked by die Crown pmsuant to die ttansactions are offered to die public at large, die Crown shaU offer voting shares ki priority tt) Alberta residents in accordance widi the regulations.

(2) Where votmg shares are offered to Alberta residents in accordance with subsection (1) under arrangements providing for die payment of die price of the voting shares in 2 or more instalments and for the issuance of kistahnent receipts in respect of diose shares, die regulations may make provision respecting tiie applicability of aU or any of tiie provisions of Division 2 of

Part 1 to kistalment receipts. held shares 34

Crown shareholding and related matters 40(1) Securities, mcluding votmg shares of die Corporation, acquked by the Crown pursuant to die ttansactions, other tiian under the Alberta Heritage Savings Trust Fund Act, are deemed to have been acquked pmsuant to

section 50.1(1) of the Financial Administi'ation Act. Tonporary additional powers

(2) With respect to a ttansaction or pubUc offering of voting shares of tiie Corporation held by the Crown or related instruments, the expenses that are for the account of die Crown and related to (

a) services of legal and securities or other financial advisers, (

b) qualification of voting shares or related insttiiments for sale to die public, (

c) preparation, ttanslation, printing and delivery of any prospecms or preUminary prospectus requked under securities law, (

d) certificates or insttiiments representing or relating to voting shares, (

e) Usting of the voting shares or related mstinments on any stock exchange, and (

f) underwritkig and agency fees, commissions and related expenses, shaU be paid out of the General Revenue Fund. (3) Subsection (2) does not apply to expenses atttibutable tt) voting shares held by die Alberta Heritage Savings Tmst Fund, tt) which

section 11(1) of the Alberta Heritage Savings Trust Fund Act shall apply. 41(1) Notwithstandmg the Telecommunications Act, the Commission has capacity to enter intt) ttansactions and do anytiiing requked of k under

section 33 or under a ttansaction.

(2) Notwitiistanding sections 5(1) and 27(1), die Corporation and the Telephone Company may make any fundamental changes of die nattu-e speckled m tiiose sections that are requked to properly give effect tt) the ttansactions.

(3) When tiie Mmister prescribes tiie identity and name of die Corporation and die identity of tiie Telephone Company, tiiek names are changed accordkigly, and die Registtar of Corporations shaU change his records as necessary tt) indicate the new names. 35

(4) The Corporation shall allot and issue its special share tt) the Crown for a nominal consideration approved by the Minister.

(5) The Telephone Company shaU aUot and issue its special share to the Crown for a nominal consideration approved by the Minister. Teiecommuni- 42(7) The Telecommunications Act is amended by this section. cations Act ammdments

(2) Section 1(1) is amended by adding the following after clause (f): (g) "ttansaction" means a ttansaction under die Alberta Government Telephones Reorganization Act.

(3) Section 2 is ameruied (

a) in subsection (1) by striking out ", with die same name"; (

b) by repealing subsection (2).

(4) Sections 3 to 9 are repealed and the following is substituted: 3(1) The Commission shaU consist of a chairman and any odier persons appointed as members by the Lieutenant Govemor in CouncU.

(2) The chairman and other members shall receive the remuneration prescribed by the Lieutenant Govemor in CouncU. 4 The Commission may (

a) make by-laws regulating its proceedings and generally for the conduct, management and operations of the Commission, and (

b) unless die Lieutenant Govemor m CouncU dkects tiiat the work of the Commission be done by employees of die Govemment, hke employees, specify thek duties and determine and pay thek remuneration. 5 The purposes of the Commission are (

a) to fulfU any ttansactions in which the Commission is involved, (

b) tt) pay or perform the debts, liabUities or obUgations of the Commission remaining or arising foUowing the closing of the ttansactions and to enter into or administer arrangements with purchaser corporations with respect to the fundmg of those payments. 36

(

c) tt) exercise any rights and remedies and to otherwise deal in any manner in respect of any indebtedness or otiier obUgation of a pmchaser corporation, (

d) tt) acquke, invest and dispose of smking fund assets of the Commission, (

e) tt) conclude its business and affaks and distiibute money and odier assets tt) the Govemment and (

f) tt) do all odier dungs dkected by die Lieutenant Govemor ki Council. 6 To carry out its purposes, die Commission has die capacity and die rights, powers and privileges of a natmal person. 7 After the closing of die ttansactions, the Lieutenant Govemor in CouncU may, by order, change die name of die Commission.

(5) Sections 12,14, 17 and 18 are repealed.

(6) Sections 24 to 45 are amended by striking out "the Commission" wherever it occurs and substituting "AGT Lunited". mSSu^ 43(

i) The Crown Property Municipal Grants Act is amended in amen ents

section 4(

g) by Striking out", tiie Alberta Govemment Telephones Commission".

(2) The Electric Power and Pipe Line Assessment Act is amended in

section 1(

g) by striking out "and" at the end of subclause (i), by adding "and" at the end of subclause (ii) and by adding the following after subclause (ii): (iU) the kistallations, materials, devices, fittings, apparatus, appliances, equipment, machinery, ways and easements and stmctures used in the tiansmission or sale of telecommunications services,

(3) The Hydro and Electric Energy Act is amended in

section 36(1)(

a) and (

b) by striking out "The Alberta Govemment Telephones Commission" wherever it occurs and substituting "AGT Lknited".

(4) The Murucipal and Provincial Properties Valuation Act is amended (

a) by repealing

section 3(i); 37

(

b) in

section 4(1) by adding "and" at the end of clause (

b) and by repealing clause (d); (

c) by repealing sections 5 and 6(2); (

d) in

section 9 (

i) by striking out "3, 4 or 5" and substitiiting "3 or 4"; (ii) by striking out ",

Part 1 of the Telecommunications Act".

(5) The School Act is amended in

section 144(1 )(

c) by striking out ", the Alberta GovernmerU Telephones Act".

(6) The Water, Gas and Electric Companies Act is ameruied in

section 8 (

a) by striking out "The Alberta Govemment Telephones Commission" wherever it occurs and substituting "AGT Limited"; (

b) by striking out "the Commission" and substituting "AGT Lunited". Repeals 44 Unlcss repealed at an earlier date by Proclamation, (

a) sections 33 and 41 are repealed on March 31,1991, (

b) sections 2(1 )(

c) and 5(1 )(

i) and (

j) are repealed 5 years after the issue of the special share referred to in

section 2(1 )(c), and (

c) sections 24(1 )(

c) and 27(1 )(

i) and (

j) are repealed 5 years after the issue of the special share referred to in

section 24(l)(c). Coming into 45 Sections 3, 5(3) and (4), 25, 27(3) and (4). 36,38,42 and 43 force come into force on Proclamation. 38 Title: 1990 (22nd 2nd) Bill 37, Alberta Government Telephones Reorganization Act

Document details

Collection	Alberta — Bills
Citation	L22 S2 2712
Type	bill
Volume / chapter	L22 S2 2712
Language	en
Format	json
Source	PROVINCIAL
Identifier	eb30ef42b10a0db7feef9580fcad263186216ad9

Source file is stored in the law ingest library (json).