This is not an official version.

POINT IN TIME

  February 1, 2007  to December 20, 2007
 

Repealed on December 21, 2007
Rep. by SNL2007 c24

RSNL1990 CHAPTER F-15

FISHERY PRODUCTS INTERNATIONAL
LIMITED ACT

Amended:

2002 c1; 2005 c32 (not included here - repealed by 2006 c27 s4);
2006 c27

CHAPTER F-15

AN ACT RESPECTING THE RETURN OF THE BUSINESS OF FISHERY PRODUCTS
INTERNATIONAL LIMITED TO PRIVATE
INVESTORS

Analysis



Short title

        1. This Act may be cited as the Fishery Products International Limited Act.

1987 c35 s1

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Definitions

        2. In this Act

             (a)  "FPI Limited" means the body corporate continued under the laws of the province on December 19, 1986 ; and

             (b)  "Fishery Products International Limited" means the body corporate formed by amalgamation under the laws of the province on December 31, 1984 .

1987 c35 s2

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Purpose

      2.1 (1) The purpose of this Act is

             (a)  to recognize the fundamental role that the fishing industry plays in Newfoundland and Labrador ;

             (b)  to continue the company as a widely held company that can act as a flagship for the industry whose objective is the growth and strengthening of the fishery of the province;

             (c)  to recognize the need for a company which operates on the basis of sound business and commercial decisions without undue disruption to the historical pattern of harvesting and processing in the province; and

             (d)  to ensure maximum employment stability and productivity through employee participation in the company.

             (2)  In this section, "the company" means FPI Limited and Fishery Products International Limited.

2002 c1 s1

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Agreement ratified

        3. The Agreement executed and delivered by and between the government of the province, the Government of Canada and Fishery Products International Limited and set out in Schedule A to this Act is ratified, confirmed and adopted from April 15, 1987, and has the full force and effect of law for all purposes as if expressly enacted in this Act.

1987 c35 s3

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Holding company ownership restricted

        4. The provisions set out in Schedule B to this Act shall form a part of the constating instruments of FPI Limited and shall not be amended or revoked by FPI Limited.

1987 c35 s4

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Operating company ownership restricted

        5. (1) The provisions set out in Schedule B to this Act shall form a part of the constating instruments of Fishery Products International Limited and shall not be amended or revoked by Fishery Products International Limited.

             (2)  The provisions set out in Schedule B to this Act as they form part of the constating instruments of Fishery Products International Limited shall not apply to FPI Limited.

1987 c35 s5

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Head office

      5.1 (1) The head office of FPI Limited and of Fishery Products International Limited shall be located in the province.

             (2)  In subsection (1), "head office" means the corporate and administrative head offices of FPI Limited and Fishery Products International Limited.

2002 c1 s2

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Foreign continuance prohibited

        6. Neither FPI Limited nor Fishery Products International Limited may apply to the appropriate official of a public body of another jurisdiction requesting continuance under the laws of that jurisdiction.

1987 c35 s6

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Sale of business restricted

        7. (1) Except with the prior approval of the Lieutenant-Governor in Council, neither FPI Limited nor Fishery Products International Limited shall sell, lease, exchange, mortgage, grant or assume a security interest on, or otherwise dispose of, or allow or direct a subsidiary of it to sell, lease, exchange, mortgage, grant or assume a security interest on, or otherwise dispose of, a substantial portion of an undertaking, property, assets or business operation which relates to or carries on, in whole or in part, the harvesting, processing or marketing of seafood.

             (2)  Notwithstanding subsection (1), except with the prior approval of the Lieutenant-Governor in Council, neither FPI Limited nor Fishery Products International Limited shall sell, lease, exchange, mortgage, grant or assume a security interest on, or otherwise dispose of, or allow or direct a subsidiary of it to sell, lease, exchange, mortgage, grant or assume a security interest on, or otherwise dispose of, a plant or other processing facility, wherever located, and machinery and equipment located in the plant or processing facility.

             (3)  In subsection (1), "property" and "assets" mean all property and assets, whether tangible or intangible, wherever located, and include

             (a)  vessels;

             (b)  quotas; and

             (c)  shares or interests in a subsidiary corporation,

but do not include

             (d)  "inventory" and "inventory" means inventory as defined in the Personal Property Security Act .

             (4)  Notwithstanding subsection (1), FPI Limited, Fishery Products International Limited and a subsidiary of either of them may mortgage, pledge, charge, grant or assume a security interest on, or otherwise encumber, their undertakings, property or other assets to secure their obligations.

2006 c27 s1

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Regulations

      7.1 The Lieutenant-Governor in Council may make regulations

             (a)  prescribing a type of undertaking, property, asset or business operation to which subsection 7(1) does not apply; and

             (b)  prescribing a transaction or type of transaction to which subsection 7(1) does not apply.

2006 c27 s1

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Effect of amalgamation, etc.

        8. The provisions of this Act which apply to FPI Limited or Fishery Products International Limited shall also apply to a successor corporation of FPI Limited or Fishery Products International Limited whether formed by way of amalgamation, arrangement or otherwise.

1987 c35 s8

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Restrictions on directors

        9. (1) FPI Limited and Fishery Products International Limited shall each have not fewer than 13 directors.

             (2)  A majority of the directors of each of FPI Limited and Fishery Products International Limited shall be residents of the province.

             (3)  A majority of the directors of each of FPI Limited and Fishery Products International Limited shall be independent of a significant shareholder or an associate of a significant shareholder of either corporation.

             (4)  In subsection (3), a director is independent if a reasonable person with knowledge of all the relevant circumstances would conclude that the director is independent of a significant shareholder or an associate of a significant shareholder of either corporation.

             (5)  In this section

             (a)  "associate" means an associate as defined by article 13(p) of Schedule B, with the necessary changes required by its use in this section;

             (b)  "resident" has the meaning given it under the Income Tax Act (Canada ); and

             (c)  "significant shareholder" means, in relation to FPI Limited or Fishery Products International Limited, a shareholder who is the registered or beneficial owner, in total, of at least 8% of the then issued and outstanding securities of a class of securities of either corporation.

             (6)  Where the directors of either FPI Limited or Fishery Products International Limited appoint a committee of directors, a majority of the members of the committee shall be residents of the province.

             (7)  A majority of the members of a committee of directors of each of FPI Limited and Fishery Products International Limited shall be independent of a significant shareholder or an associate of a significant shareholder of either corporation.

2006 c27 s2

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Management director

      10. Only 1 member of the management of FPI Limited or Fishery Products International Limited shall be a director of either FPI Limited or Fishery Products International Limited.

1987 c35 s10

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Act prevails

      11. Where there is a conflict between this Act and

             (a)  The Companies Act ;

             (b)  the Corporations Act ;

             (c)  the constating instruments of FPI Limited; or

             (d)  the constating instruments of Fishery Products International Limited,

this Act prevails.

1987 c35 s11

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Rep. by 2006 c27 s3

   11.1 [Rep. by 2006 c27 s3]

2006 c27 s3

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No liability

      12. (1) An action or proceeding does not lie or shall not be instituted or continued against the Crown or a minister, employee or agent of the Crown based on a cause of action arising from, resulting from or incidental to the enactment or application of a provision of this Act.

             (2)  A cause of action against the Crown or a minister, employee or agent of the Crown arising from, resulting from or incidental to anything mentioned in subsection (1) is extinguished.

2006 c27 s3

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No compensation

      13. A person is not entitled to compensation or damages from the Crown or a minister, employee or agent of the Crown arising from, resulting from or incidental to the enactment or application of a provision of this Act.

2006 c27 s3

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Rights of the minister

      14. (1) With respect to each of FPI Limited and Fishery Products International Limited the minister is a complainant under section 378 of the Corporations Act .

             (2)  The minister has the same rights with respect to this Act in respect of either FPI Limited or Fishery Products International Limited that a complainant referred to in section 378 of the Corporations Act has under that section with respect to a corporation incorporated or continued under that Act.

             (3)  FPI Limited and Fishery Products International Limited shall each provide information in the form and detail and at the times that the minister may require respecting the operation of each corporation.

2006 c27 s3

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SCHEDULE "A"

AGREEMENT AMONG THE GOVERNMENT OF CANADA AND THE GOVERNMENT OF NEWFOUNDLAND AND
LABRADOR AND FISHERY PRODUCTS INTERNATIONAL LIMITED CONCERNING FISHERY PRODUCTS
INTERNATIONAL LIMITED

February 12, 1987

WHEREAS:

             (a)  the governments entered into an Agreement (the "Newfoundland Fishery Restructuring Agreement") dated September 26, 1983 to carry out certain common objectives with respect to the restructuring of the fishing industry in the Province of Newfoundland and for this purpose to create a company whose primary objective was to strengthen the Newfoundland fishery and that was economically viable, efficient and modernized so that it would be highly competitive especially in international markets;

             (b)  one of the objectives of the restructuring was to pursue divestiture to the private sector of both governments' ownership in the company as soon as possible;

             (c)  Fishery Products International Limited ("FPIL") is the operating company referred to in the Newfoundland Fishery Restructuring Agreement formed to meet the foregoing objectives;

             (d)  FPIL has met the foregoing objectives for the company set forth in the Newfoundland Fishery Restructuring Agreement;

             (e)  the governments and FPIL have discussed and agreed upon a corporate reorganization and public share offering which will have the effect of returning the business of FPIL to the private sector and will give the employees of FPIL a significant interest in FPIL through a profit sharing plan and a grant of treasury shares from FPIL's holding company, FPI Limited; and

              (f)  the continued application of a number of provisions of the Newfoundland Fishery Restructuring Agreement to FPIL and FPI Limited and FPI Limited's shareholders would be inconsistent with FPIL being owned by the private sector.

NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants and agreements hereinafter contained and all other consideration herein mentioned:

1. The parties hereto covenant and agree that from and after the date upon which FPI Limited first issues shares to the public the provisions contained in Clauses 2, 3, 4, 5, 7, 8, 9 and 11 of the Newfoundland Fishery Restructuring Agreement shall not in any way apply to or bind FPIL or FPI Limited or FPI Limited's shareholders, and the words "the plant at St. Anthony and" shall be deleted from paragraph 15(b) of the Newfoundland Fishery Restructuring Agreement.

2. This Agreement may be executed in one or more counterparts each of which shall be considered an original and all of which together shall be treated as one document.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day and year first above written.

SIGNED, on behalf of Newfoundland )
by-                                                                                   )
                                                                                         )
                                                                                         )
                                                                                         )
                                                                                         )                     ___________________________
                                                                                         )

SIGNED, on behalf of Canada               )
by -                                                                                  )
                                                                                         )
                                                                                         )
                                                                                         )
                                                                                         )                     ___________________________
                                                                                         )

FISHERY PRODUCTS
INTERNATIONAL LIMITED

By:               _________________

                     _________________

  1987 c35 Sch A

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SCHEDULE "B"

ARTICLE 13 OF FPI LIMITED AND FISHERY PRODUCTS INTERNATIONAL LIMITED

       13. (a)  Except for any underwriter holding Securities in the course of a distribution to the public or for market making activities coincident with such distribution, and nominees or bare trustees holding Securities, no person shall, together with the associates of such person, beneficially own, in the aggregate, in excess of 15% of the total number of the issued and outstanding Securities of any class of Securities of the Company.

             (b)  The Company shall (A) refuse any subscription for Securities of any class, and (B) refuse to register in the register of holders of securities, or otherwise recognize, any transfer of Securities of any class, if

                      (i)  the subscriber and associates thereof, or the transferee and associates thereof, as the case may be, would after such subscription or transfer, beneficially own, in the aggregate, in excess of 15% of the total number of the issued and outstanding Securities of any class of Securities of the Company; or

                     (ii)  the subscriber, at the time of subscription, or the transferee, when requesting registration, fails to provide a duly completed and executed declaration of such subscriber or transferee, as the case may be, in the form prescribed from time to time by the Company, establishing, to the satisfaction of the Company, that such subscriber and associates thereof or such transferee and associates thereof, as the case may be, would not, after such subscription or transfer, beneficially own, in the aggregate, in excess of 15% of the total number of the issued and outstanding Securities of any class of Securities of the Company.

Notwithstanding the foregoing, no declaration need be provided in respect of any subscription for or transfer of a number of Securities of any class that is less than might reasonably be expected to give rise to a contravention of the provisions of this Article, such number to be determined by the board of directors from time to time as to any particular class of Securities; and until such a determination, the number as to common shares shall be 5,000 shares or less.

             (c)  The Company shall (A) sell or cause to be sold, for and on behalf of the registered holder and the beneficial owner thereof, all or a portion of the Securities of any class beneficially owned by a person, or (B) repurchase or redeem, in accordance with any applicable laws now or hereafter in effect, all or a portion of the Securities of any class beneficially owned by a person, as the case may be, if the total number of Securities of any class beneficially owned by such person and any associates thereof exceed 15% of the total number of the issued and outstanding Securities of that class in order to reduce the aggregate number of Securities of that class beneficially owned by such person and any associates thereof to a number equal to no more than 15% of the total number of the issued and outstanding Securities of that class.

Before selling or causing to be sold or repurchasing or redeeming Securities of any class in accordance with this paragraph, the Company shall give notice to the registered holder of such Securities of its intention to sell, repurchase or redeem such Securities and notwithstanding the previous provisions of this paragraph, in the event that the registered holder establishes to the satisfaction of the Company within 30 days of the giving of such notice that the person referred to in the previous provisions of this paragraph and any associates thereof have sold or caused to be sold (to a person or persons who after such sale would not hold Securities of any class in contravention of this Article) sufficient Securities of any class so that the aggregate number of Securities of that class then held by such person and any associates thereof does not exceed 15% of the total number of the issued and outstanding Securities of that class, the Company shall not be required to sell, repurchase or redeem Securities.

             (d)  The Company shall (A) sell or cause to be sold for and on behalf of the holder and the beneficial owner thereof, all or a portion of the Securities of any class beneficially owned by a person, or (B) repurchase or redeem, in accordance with any applicable laws now or hereafter in effect, all or a portion of the Securities of any class beneficially owned by a person, as the case may be, if the Company has mailed, by prepaid first class mail to the address of the registered holder of the Securities shown on the register of holders of securities for such Securities, the form of declaration then prescribed by the Company and has not received (with respect to such Securities) on or before the 45th day after the date of mailing thereof (or such later date as the Company may prescribe in the declaration) such declaration duly completed and executed by such registered holder or the beneficial owner, as the case may be, establishing, to the satisfaction of the Company, that the total number of Securities of any class held by such beneficial owner and associates thereof does not exceed 15% of the total number of the issued and outstanding Securities of that class.

Notwithstanding the provisions of this paragraph, in the event that, prior to the Company initiating the sale, repurchase or redemption of Securities of any class pursuant to this paragraph, a registered holder establishes to the satisfaction of the Company that the failure to provide the declaration referred to duly completed and executed was due to inadvertence or any other cause reasonably beyond the control of the registered holder, the Company may grant such registered holder an additional 15 days from the date when such information is provided to the Company to permit the registered holder to file the prescribed declaration.

             (e)  The Directors of the Company shall have the power to determine, which determination shall be final and binding upon all holders of Securities of any class,

                      (i)  whether a subscriber and associates thereof or a transferee and any associates thereof would, after a subscription or transfer, beneficially own in the aggregate in excess of 15% of the total number of the issued and outstanding Securities of that class; and

                     (ii)  whether any person and any associates thereof beneficially own in the aggregate in excess of 15% of the total number of the issued and outstanding Securities of that class.

              (f)  Upon the sale, repurchase or redemption of any Securities of any class pursuant to the provisions of this Article, the rights of the former registered holder or beneficial owner of such Securities shall be limited to the right to receive the sale, repurchase or redemption proceeds, as the case may be, upon presentation and surrender of the certificate representing the Securities sold, repurchased or redeemed, and any purchaser of Securities sold, repurchased or redeemed pursuant to the provisions of this Article shall acquire such Securities free of any claims of such former registered holder or beneficial owner in respect of such sale, repurchase or redemption. Such proceeds will be deposited by the Company in an account with a chartered bank or trust company for such former registered holder and beneficial owner and any interest earned on such funds so held will accrue to the benefit of such former registered holder and beneficial owner.

             (g)  The sale proceeds of Securities sold pursuant to the provisions of this Article shall be the net proceeds (after deductions permitted by this Article) received on the sale of such Securities on the stock exchange designated by the Directors of the Company or, if such Securities are not listed or are not trading on a stock exchange, the net proceeds which result from a sale made in such other manner as the Directors of the Company may determine.

             (h)  The repurchase or redemption price for each Security repurchased or redeemed pursuant to the provisions of this Article shall be the average of the closing prices per Security of such Securities on the stock exchange designated by the Directors of the Company over the last five trading days on which at least one board lot of such Securities traded on such exchange during the period of 6 months ending on the day immediately preceding the date of such repurchase or redemption or, if the Securities are not listed or have not so traded on a stock exchange, the repurchase or redemption price shall be that determined by the Directors of the Company.

              (i)  If and whenever the Company has determined to sell, repurchase or redeem any Securities pursuant to this Article, the number and selection of such Securities to be sold, repurchased or redeemed shall be determined in the manner provided from time to time by the Directors of the Company, acting fairly and in the best interests of the Company, who shall have the power to determine that any or all such Securities of any class of one registered holder or beneficial owner, and a different number or none of another registered holder or beneficial owner, be sold, repurchased or redeemed. The Directors shall also determine the procedure or procedures for, and the time or times of, any sale, repurchase or redemption of such Securities, provided that if the Directors of the Company determine to sell, repurchase or redeem a portion only of the Securities of one or more registered holders or beneficial owners such portion shall be sufficient so that after sale, repurchase or redemption the relevant share holding limit for Securities of any class set forth in paragraph (a) of this Article is not exceeded.

              (j)  The Company shall maintain a register of Securities sold, repurchased or redeemed pursuant to the provisions of this Article which register shall be open for inspection at the times and in the manner that the register of holders of Securities is open for inspection, and shall, as soon as is reasonably possible in the circumstances, after such sale, repurchase or redemption,

                      (i)  mail a written notice thereof to the former registered holder of such Securities  by prepaid first class mail to the address of such holder shown in the register of holders of Securities  specifying the number of Securities  sold, repurchased or redeemed, the sale, repurchase or redemption proceeds, as the case may be, of such Securities  and the particulars as to how such sale, repurchase or redemption proceeds may be claimed; and

                     (ii)  publish a notice for 2 consecutive days in the financial section of a general circulation daily newspaper in the Cities of Vancouver, Calgary, Edmonton, Regina, Winnipeg, Toronto, Ottawa, Montreal, Halifax and St. Johns specifying the number of the certificate or certificates representing any Securities which have been sold, repurchased or redeemed, and the costs of such publishing shall be paid from the proceeds of such sale, repurchase or redemption.

             (k)  If and whenever the Company sells, repurchases or redeems, pursuant to the provisions of this Article, less than all of the Securities represented by a certificate, the remaining Securities shall be transferred to the registrar and transfer agent of the Securities to be held by it as bare trustee for the registered holder thereof. Such registered holder shall be entitled to receive a certificate for such remaining Securities upon request and payment to the registrar and transfer agent of the appropriate fee.

              (l)  The Company shall have no duty or obligation to ensure that the address of the registered holder of Securities in the register of holders of Securities is complete or correct or to make any inquiries in that regard or take notice of any inaccuracies therein, except to ensure that such address corresponds to the address of such registered holder given to the Company at the time of the subscription for or transfer of Securities or to the last notice in writing received from such registered holder with the express stated purpose of notifying the registrar of such holders address.

            (m)  The Directors and officers of the Company shall not be liable to the Company nor shall any of them or the Company be liable to any holder or former holder or any beneficial owner or former beneficial owner of Securities for, or with respect to any matter arising from or related to, anything done or omitted pursuant to the provisions of this Article if done or omitted acting honestly and in good faith.

             (n)  Neither (i) the acceptance by the Company of a subscription for, or the registration by the Company of a transfer of, Securities under circumstances in which the Company is prohibited from accepting such subscription or registration, nor (ii) the failure of the Company to sell, cause to be sold, repurchase or redeem any Securities in circumstances under which the Company is required to do so pursuant to this Article, shall in any way constitute a waiver of, or preclude the Company from exercising its right to sell, cause to be sold, repurchase or redeem, at any time, any Securities pursuant to the provisions of this Article at any time thereafter.

             (o)  The Company shall, before the Securities of any class are voted, disqualify or disregard any and all votes cast by any person who, together with such persons associates, beneficially owns Securities of any class entitling the holders thereof to vote more than 15% of the total number of votes attached to the Securities of that class then issued and outstanding.

             (p)  The term "associate" shall for the purposes of this Article refer to a relationship between 2 persons where:

                      (i)  one person is a corporation that is controlled directly or through one or more subsidiaries of the other person;

                     (ii)  both persons are corporations and one of them is controlled directly or indirectly by the same government, individual or corporation that controls directly or indirectly the other person;

                    (iii)  one of them is a corporation in which the other person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares having more than 15% of the voting rights under any or all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or beneficially owns or controls a currently exercisable option or right to purchase such shares or convertible securities;

                    (iv)  one of them is a trust, other than pursuant to any employee share purchase plan established by the Company, or an estate in which the other has substantial beneficial interest or in respect of which the other serves as a trustee or in a similar capacity;

                     (v)  one of them is the spouse of the other or his or her relative if that relative has the same residence as the other;

                    (vi)  both persons are members of a voting trust, other than pursuant to any employee share purchase plan established by the Company, where the trust relates to Securities;

                   (vii)  both persons are agents of the same government; or

                  (viii)  both persons perform on behalf of the same government a function or duty in connection with the administration, management or investment of any fund or monies,

and 2 or more persons associated within the meaning of items (i) and (ii) and items (iv) to (viii) with the same person, shall be associates of each other.

For the purposes of this Article, "control" means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement or arrangement, the ownership of any body corporate or otherwise, and, without limiting the generality of the foregoing, a corporation is controlled by another person or by 2 or more persons if:

                      (i)  voting securities of the corporation carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or persons, and

                     (ii)  the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the corporation,

but the Directors of the Company acting fairly and in the best interests of the Company may determine that a corporation is controlled by another person or by 2 or more persons notwithstanding that the criteria set forth in clauses (i) and (ii) above are not met and, upon such determination being made by the Directors of the Company, the corporation shall be deemed for all purposes of this Article to be controlled by such other person or persons.

For the purposes of this Article, a corporation shall be deemed to be a subsidiary of another corporation if:

                      (i)  it is controlled by:

                             (a)  that other corporation; or

                             (b)  that other corporation and one or more corporations, each of which is controlled by that other corporation; or

                             (c)  2 or more corporations, each of which is controlled by that other corporation; or

                     (ii)  it is a subsidiary of a corporation that is that other corporations subsidiary.

The term "associate" also applies to the parties to a relationship between any persons, firms, associations, corporations, partnerships or others or between any combination of the foregoing who are, in the sole opinion of the Directors of the Company, acting in concert with respect to the Company or their Securities or other interest in the Company.

             (q)  The term "Securities" when used in this Article shall mean any securities in the capital of the Company and shall include without limitation securities of the Company convertible into, or any options, warrants or other rights to acquire, Securities.

              (r)  When used herein, the terms "subscriber" and "transferee" shall include all such persons that beneficially own, or would after the subscription or transfer beneficially own, a direct or indirect interest in Securities of any class except those that hold as bare trustees, nominees or underwriters holding Securities as provided in paragraph (a) of this Article.  A "registered holder" means the person in whose name Securities are registered on the relevant corporations securities register or on the books or records of the corporations transfer agent or registrar.  "Beneficial ownership" includes ownership through one or more trustees, legal representatives, agents or other intermediaries.

             (s)  To the extent that Securities of any class shall from time to time be issued in series, all calculations and determinations under this Article in respect of the limitations on the beneficial ownership of Securities shall be made on a series by series basis.

2002 c1 s4