Eldorado Nuclear Limited Reorganization and Divestiture Act (S.C. 1988, c. 41)

Marginal note:Restriction on amendment

6 The new corporation and its shareholders and directors shall not

• (a) apply for continuance of the new corporation in another jurisdiction; or

• (b) make any articles or by-laws that contain, or amend its articles or by-laws to contain, provisions that are inconsistent with the provisions included in its articles in compliance with section 5.

Marginal note:Canada Labour Code

7 For greater certainty, the transfer of the assets, business, works and undertakings of Eldorado or a subsidiary of Eldorado to the new corporation under section 4 is deemed to be

• (a) for the purposes of the Canada Labour Code, a transfer of a particular federal work, undertaking or business within the meaning of section 45 of that Act; and

• (b) for the purposes of section 144 of that Act, a sale of a business within the meaning of that section.

Divestiture and Dissolution

Marginal note:Sale or other disposal of securities

• 8 (1) The Minister may direct Eldorado or a subsidiary of Eldorado to sell or otherwise dispose of any or all securities of the new corporation on such terms and conditions as the Governor in Council may approve.

• Marginal note:Compliance with direction

  (2) Notwithstanding paragraph 101(3)(b) of the Financial Administration Act, on receiving a direction under subsection (1), Eldorado or a subsidiary of Eldorado is hereby authorized to sell or dispose of the securities of the new corporation in accordance with the direction and shall comply with the direction.

• Marginal note:Application of proceeds of disposition

  (3) Where Eldorado or a subsidiary of Eldorado receives a direction pursuant to subsection (1), it shall apply the proceeds of disposition of any securities sold or disposed of in accordance with the direction to the discharge of its obligations and liabilities and shall pay any surplus proceeds to the Receiver General.

Marginal note:Funding

• 9 (1) The Minister may, pursuant to the authority of an appropriation Act and with the approval of the Minister of Finance, pay to Eldorado or to a subsidiary of Eldorado such amounts as may be necessary to enable Eldorado or the subsidiary to pay or discharge any debt or liability, whether incurred before or after the completion of the transactions referred to in subsections 4(1) and (2).

• Marginal note:Debt

  (2) The Minister of Finance may, on behalf of Her Majesty, in accordance with such terms and conditions as the Governor in Council may approve, enter into agreements or other arrangements with any person in respect of obligations or liabilities of Eldorado or a subsidiary of Eldorado for which Her Majesty in right of Canada is liable and for that purpose may borrow money and issue and sell securities as defined in the Financial Administration Act.

Marginal note:Dissolution of Eldorado

• 10 (1) After Eldorado and each subsidiary of Eldorado have sold or otherwise disposed of all securities of the new corporation, the Minister may direct the Canada Development Investment Corporation to procure the dissolution of Eldorado.

• Marginal note:Compliance with direction

  (2) Notwithstanding paragraph 101(1)(e) of the Financial Administration Act, on receiving a direction under subsection (1), the Canada Development Investment Corporation is hereby authorized to procure the dissolution of Eldorado in accordance with the direction and shall comply with the direction.

Marginal note:Adjustment to accounts of Canada

11 The Minister, after consultation with the President of the Treasury Board, shall cause such adjustments to be made in the accounts of Canada as are required as a result of any transaction authorized or required by this Act.

Consequential Amendments

Federal-Provincial Fiscal Arrangements and Federal Post-Secondary Education and Health Contributions Act, 1977

12 and 13 [Amendments]

Municipal Grants Act, 1980

14 [Amendment]

R.S., c. G-7Government Companies Operation Act

15 [Repealed before coming into force, 2008, c. 20, s. 3]

Transitional Provisions

Marginal note:Shares qualified

• 16 (1) For the purpose of qualifying the shares of the new corporation

  • (a) as an authorized investment under paragraph 63(1)(m) of the Canadian and British Insurance Companies Act, paragraph 60(1)(e) of the Loan Companies Act or paragraph 68(1)(j) of the Trust Companies Act,

  • (b) as a permitted investment under paragraph 1(s) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

  • (c) as assets that may be vested in trust in Canada under paragraph 1(m) of Schedule II to the Canadian and British Insurance Companies Act or paragraph 1(m) of Schedule I to the Foreign Insurance Companies Act,

  the new corporation is deemed to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to each of the five years immediately preceding the privatization date.

• Marginal note:Debt obligations qualified

  (2) For the purpose of qualifying the bonds, debentures or other evidences of indebtedness of the new corporation

  • (a) as an authorized investment under subparagraph 63(1)(j)(i) of the Canadian and British Insurance Companies Act, subparagraph 60(1)(c)(i) of the Loan Companies Act or subparagraph 68(1)(g)(i) of the Trust Companies Act,

  • (b) as a permitted investment under paragraph 1(m) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

  • (c) as assets that may be vested in trust in Canada under subparagraph 1(j)(i) of Schedule II to the Canadian and British Insurance Companies Act or subparagraph 1(j)(i) of Schedule I to the Foreign Insurance Companies Act,

  the new corporation is deemed

  • (d) to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to each of the five years immediately preceding the privatization date, and

  • (e) to have had amounts of paid in capital, contributed surplus, retained earnings and total indebtedness at any relevant time prior to the privatization date sufficient to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to each of the five years immediately preceding the privatization date.

• Marginal note:Idem

  (3) For the purpose of qualifying

  • (a) the bonds, debentures or other evidences of indebtedness of or guaranteed by the new corporation as an authorized investment under subparagraph 63(1)(j)(ii) of the Canadian and British Insurance Companies Act, subparagraph 60(1)(c)(ii) of the Loan Companies Act or subparagraph 68(1)(g)(ii) of the Trust Companies Act,

  • (b) the bonds, debentures or other evidences of indebtedness of or guaranteed by the new corporation as a permitted investment under subparagraph 1(n)(i) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

  • (c) the bonds, debentures or other evidences of indebtedness of the new corporation as assets that may be vested in trust in Canada under subparagraph 1(j)(ii) of Schedule II to the Canadian and British Insurance Companies Act or subparagraph 1(j)(ii) of Schedule I to the Foreign Insurance Companies Act,

  the new corporation is deemed to have had earnings and annual interest requirements for any relevant period prior to the privatization date sufficient to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to each of the five years immediately preceding the privatization date.

• Marginal note:Definition of “privatization date”

  (4) In this section, privatization date means the date of the first sale or other disposal of securities of the new corporation by the new corporation.

Coming into Force

Marginal note:Coming into force

Footnote ^*17 Subsection 4(4), paragraph 5(1)(d), subsections 5(6) and (7) and sections 12 to 15 shall come into force on a day or days to be fixed by order of the Governor in Council.

• Return to footnote ^*[Note: Subsections 5(6) and (7) in force September 26, 1988, see SI/88-180; subsection 4(4) in force September 30, 1988, see SI/88-191; paragraph 5(1)(d) in force October 31, 1988, see SI/88-224; section 15 repealed before coming into force, see 2008, c. 20, s. 3.]