The Securities Industry (Take-Over) By-Laws, 2005

SECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005 Arrangement of By-laws
PART I
PRELIMINARY
By-law

1. Citation
2. Interpretation
3. Forms
   PART II
   EXEMPTIONS
4. Exempt take-over bids
5. Exempt issuer bids
   PART III
   REQUIREMENTS FOR ACQUISITIONS OR SALES
6. Restrictions on acquisitions during take-over bid
7. Restrictions on acquisitions during issuer bid
8. Restrictions on pre-bid and post-bid acquisitions
9. Sales during bid prohibited
10. Exemptions to by-laws 6(2) to 9
    PART IV
    REQUIREMENTS FOR BIDS
11. General provisions
12. Financing of bid
13. Consideration in bids
    PART V
    BID CIRCULARS
14. OfferorÕs circular
15. DirectorsÕ circular
16. Filing with Commission and delivery to offeree issuer
17. Consent of expert to use of name
18. Valuation requirements

PART VI
SPECIAL REPORTING AND LIMITATIONS ON ACQUISITIONS
19. Reports of acquisitions
20. Acquisitions during bid by other offeror
21. No duplication of report or press release
PART VII
MISREPRESENTATION
22. Liability for misrepresentation
23. Limitation
PART VIII
SPECIAL APPLICATIONS
24. Applications to the Commission
25. Application to the Court
PART IX
MINORITY SECURITY HOLDERÕS RIGHTS AND DEFENSIVE TACTICS
26. Minority security holdersÕ right to be bought out by offeror
27. Defensive Tactics
PART X
PROCEDURAL REQUIREMENTS
28. Information required in press release
29. Content of notice of change or notice of variation
30. Definition for by-laws 31 and 32
31. Press release concerning acquisitions by offeror
32. Press release by persons other than the offeror under a formal bid
33. Disclosure
34. Alternate signing authority
35. Timely filing of circular or notice
36. Fees
SCHEDULE 1
SCHEDULE 2
ii

LEGAL NOTICE NO. 56
REPUBLIC OF TRINIDAD AND TOBAGO
THE SECURITIES INDUSTRY ACT, 1995
MADE BY THE MINISTER UNDER SECTION 131(2) OF THE SECURITIES INDUSTRY ACT THE SECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005
PART I
PRELIMINARY

1. These By-Laws may be cited as the Securities Industry (Take￾Over) By-Laws, 2005.
2. (1) In these By-Laws, unless otherwise definedÑ
   Òthe ActÓ means the Securities Industry Act, 1995; ÒaffiliateÓ means an affiliated body corporate or affiliated person within the meaning of paragraph (2); ÒassociateÓ has the same meaning as found in section 3(1) of the Act; Òbusiness dayÓ means a day other than a Saturday, a Sunday or a public holiday; Òclass of securitiesÓ includes a series of a class of securities; ÒCommissionÓ means the Trinidad and Tobago Securities and Exchange Commission established under the Act; ÒdirectorÓ, where used in relation to a person, includes a person acting in a capacity similar to that of a director of a company; Òequity securityÓ means any security of an issuer that carries a residual right to participate in the earnings of the issuer and, upon the liquidation or winding up of the issuer, in its assets; Òformal bidÓ meansÑ (a) a take-over bid or an issuer bid to which by-law 11 applies; or (b) a take-over bid that is exempted from by-laws 11 to 16 or an issuer bid that is exempted from by-laws 11, 12, 13, 14 and 16 by reason of an exemption under by-law 4(1)(b) or 5(f), if the offeror is required to deliver disclosure material relating to the bid to holders of the class of securities subject to the bid; Legal Supplement Part BÑVol. 44, No. 44Ñ17th March, 2005 163 Citation Interpretation No. 32 of 1995

ÒformÓ or ÒformsÓ means the form or forms contained in
Schedule 1;
Òinterested personÓ means, for the purposes of by-laws 24 and 25Ñ (a) an offeree issuer; (b) a security holder, director or officer of an offeree issuer; (c) an offeror; (d) the Commission; and (e) any person not referred to in subparagraphs (a) to (d) who in the opinion of the Commission or the Court, as the case may be, is a proper person to make an application under by-law 24 or 25, as the case may be; Òissuer bidÓ means an offer to acquire or redeem securities of an offeree issuer made by the offeree issuer to any security holder of the offeree issuer and includes a purchase, redemption or other acquisition of securities of the offeree issuer by the offeree issuer from any such person, but does not include an offer to acquire or redeem debt securities that are not convertible into securities other than debt securities; Òoffer to acquireÓ includesÑ (a) an offer to purchase, or a solicitation of an offer to sell securities; or (b) an acceptance of an offer to sell securities, whether or not such offer to sell has been solicited, or any combination thereof, and the person accepting an offer to sell shall be deemed to be making an offer to acquire from the person that made the offer to sell; Òofferee issuerÓ means an issuerÑ (a) whose securities are the subject of a take-over bid, an issuer bid or an offer to acquire; and (b) who has at least one security holder resident in Trinidad and Tobago, whether or not the take-over bid, issuer bid or offer to acquire is made to a security holder resident in Trinidad and Tobago; ÒofferorÓ means a person who makes a take-over bid, an issuer bid or an offer to acquire and, for the purposes of by-law 19, includes a person who acquires a security, whether or not by way of a take-over bid, issuer bid or offer to acquire; 164 Securities Industry (Take-Over) By-Laws, 2005

ÒofferorÕs securitiesÓ means securities of an offeree issuer beneficially owned, or over which control or direction is exercised, on the date of an offer to acquire, by an offeror or any person acting jointly or in concert with the offeror; Òpublished marketÓ means, as to any class of securities, any market on which such securities are traded if the prices at which they have been traded on that market are regularly published in a newspaper or business or financial publication of general and regular paid circulation; Òtake-over bidÓ means an offer to acquire outstanding voting or equity securities of a class made to any security holder of the offeree issuer where the securities subject to the offer to acquire, together with the offerorÕs securities, constitute in the aggregate thirty per cent or more of the outstanding securities of that class of securities at the date of the offer to acquire. (2) For the purposes of these By-LawsÑ (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other, or both are subsidiaries of the same body corporate, or each of them is controlled by the same person; (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are affiliated with each other; (c) a body corporate is the holding body corporate of another if that other body corporate is its subsidiary; (d) a body corporate is a subsidiary of another body corporate if it is controlled by that other body corporate; (e) a person that is not a body corporate or an individual is considered to be an affiliated person of another person, including a body corporate, if it is controlled by that other, provided that a person is controlled by another person ifÑ (i) in the case of a partnership, other than a limited partnership, the second-mentioned person who owns or holds more than fifty per cent of the interest in the partnership; (ii) in the case of a limited partnership, the general partner is the second-mentioned person; or Securities Industry (Take-Over) By-Laws, 2005 165

(iii) in the case of the first-mentioned person other than a body corporate, an individual, a partnership, or a limited partnership, securities of the first-mentioned person carrying more than fifty per cent of the interests in such person, are held or owned, by or for the benefit of the second￾mentioned person; (f) a period of days is to be computed asÑÑ (i) beginning on the day next following the event that began the period; and (ii) ending at midnight on the last day of the period, except that if the last day of the period does not fall on a business day, the period ends at midnight on the next business day; and (g) a take-over bid or an issuer bid expires at the later ofÑ (i) the end of the period, including any extension, during which securities may be deposited pursuant to the bid; and (ii) the time at which the offeror becomes obligated by the terms of the bid to take up or reject securities deposited under the bid; (h) a security is deemed to be convertible into a security of another class ifÑ (i) whether or not on conditions, it is or may be convertible into or exchangeable for a security of the other class, whether of the same or another issuer; or (ii) it carries the right or obligation to acquire a security of the other class, whether of the same or another issuer; (i) a security that is convertible into a security of another class is deemed to be convertible into a security of securities of each class into which the second-mentioned security may be converted, either directly or through securities of one or more other classes of securities that are themselves convertible; (j) in determining the beneficial ownership of securities of an offeror or of any person acting jointly or in concert with the offeror at any given date, the offeror or the person is deemed to have acquired and be the beneficial owner of a security, including an unissued security, if the offeror or the personÑ (i) is the beneficial owner of any security convertible within sixty days following such date into the security; or 166 Securities Industry (Take-Over) By-Laws, 2005

(ii) has the right or obligation, whether or not on conditions, to acquire within sixty days following such date beneficial ownership of the security, whether through the exercise of an option, warrant, right or subscription privilege or otherwise; (k) if two or more offerors acting jointly or in concert make one or more offers to acquire securities of a class, the securities subject to any such offer or offers to acquire are deemed to be securities subject to the offer to acquire of each such offeror for the purpose of determining whether any such offeror is making a take-over bid; (l) if an offeror or any person acting jointly or in concert with the offeror is deemed by subparagraph (i) to be the beneficial owner of unissued securities, the securities are deemed to be outstanding for the purpose of calculating the number of outstanding securities of that class in respect of that offerorÕs offer to acquire:
(m) it is a question of fact as to whether a person is acting jointly or in concert with an offeror and, without limiting the generality of the foregoing, the following are presumed to be acting jointly or in concert with an offeror:
(i) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, acquires or offers to acquire securities of the issuer of the same class as those subject to the offer to acquire; (ii) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, intends to exercise jointly or in concert with the offeror or with any other person acting jointly or in concert with the offeror any voting rights attaching to any securities of the offeree issuer; and (iii) every associate or affiliate of the offeror; Securities Industry (Take-Over) By-Laws, 2005 167

(n) notwithstanding subparagraph (m), a registered market actor, acting solely in an agency capacity for the offeror in connection with a take-over bid or an issuer bid and not executing principal transactions for the account of the registered market actor in the class of securities subject to the offer to acquire or performing services beyond the customary market actorÕs functions, is not to be presumed solely by reason of such agency relationship to be acting jointly or in concert with the offeror in connection with the bid; (o) a reference to an offer to acquire or to the acquisition or ownership of securities or to control or direction over securities is to be construed to include a direct or indirect offer to acquire or the direct or indirect acquisition or ownership of securities, or the direct or indirect control or direction over securities, as the case may be; (p) the market price of securities for which there is a published market, shall be determined as follows:
(i) the market price of a class of securities for which there is a published market, at any date, is an amount equal to the simple average of the closing price of securities of that class for each of the business days on which there was a closing price during the twenty business days immediately preceding that date; or (ii) if a published market does not provide a closing price, but provides only the highest and lowest prices of securities traded on a particular day, the market price of the securities, at any date, is an amount equal to the average of the simple averages of the highest and lowest prices for each of the business days on which there were highest and lowest prices during the twenty business days immediately preceding that date; (q) if there is more than one published market for a security, the market price for the purposes of subparagraph (p) shall be dertermined as follows:
(i) if only one of the published markets is in Trinidad and Tobago, the market price shall be determined solely by reference to that market; 168 Securities Industry (Take-Over) By-Laws, 2005

(ii) if there is more than one published market in Trinidad and Tobago, the market price shall be determined solely by reference to the published market in Trinidad and Tobago on which the greatest volume of trading in the particular class of securities occurred, during the twenty business days immediately preceding the date as of which the market price is being determined; and (iii) if there is no published market in Trinidad and Tobago, the market price shall be determined solely by reference to the published market on which the greatest volume of trading in the particular class of securities occurred, during the twenty business days immediately preceding the date as of which the market price is being determined; and (r) if there has been trading of securities in a published market for fewer than ten of the twenty business days immediately preceding the date as of which the market price of the securities is being determined, the market price is the average of the following prices established for each day of the twenty business days immediately preceding that date:
(i) the average of the bid and offer prices for each day on which there was no trading; (ii) the closing price of securities of the class for each day that there has been trading, if the published market provides a closing price; and (iii) the average of the highest and lowest prices of securities of that class for each day that there has been trading, if the published market provides only the highest and lowest prices of securities traded on a particular day.
3. The forms referred to in these By-Laws shall be used in all
cases, to which they are applicable and may be modified by the Commission in a manner that it considers necessary.
PART I
EXEMPTIONS
4. (1) Subject to these By-Laws, a take-over bid is exempt from
by-laws 11 to 16 if any of the following apply:
(a) the bid meets all the following conditions:
(i) the offeree issuer is not a reporting issuer; (ii) there is not a published market in respect of the securities that are the subject of the bid; and Securities Industry (Take-Over) By-Laws, 2005 169 Exempt take￾over bids Forms

(iii) the number of holders of securities of that class is fewer than fifty exclusive of holders whoÑ (A) are in the employment of the offeree issuer or an affiliate of the offeree issuer; or (B) were formerly in the employment of the offeree issuer or an affiliate of the offeree issuer and who while in that employment were, and have continued after that employment to be, security holders of the offeree issuer; (b) the bid meets all of the following conditions:
(i) the number of holders, whose last address as shown on the books of the offeree issuer is in Trinidad and Tobago, of securities of the class subject to the bid is fewer than fifty; (ii) the securities held by such holders constitute, in the aggregate, less than ten per cent of the outstanding securities of that class; (iii) the bid is made in compliance with the laws of a jurisdiction that is recognized for the purposes of subparagraph (b) by the Commission; and (iv) all material relating to the bid that is sent by the offeror to holders of securities of the class that is subject to the bid is concurrently sent to all holders of such securities whose last address as shown on the books of the offeree issuer is in Trinidad and Tobago and is filed with the Commission; or (c) the bid is otherwise exempted by these By-Laws or any amendment to them.
5. Subject to these By-Laws, an issuer bid is exempt from by-laws
11, 12, 13, 14 and 16 if any of the following apply:
(a) the securities are purchased, redeemed or otherwise acquired in accordance with terms and conditions attaching to them that permit the purchase, redemption or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or if the securities are acquired to meet sinking fund or purchase fund requirements; 170 Securities Industry (Take-Over) By-Laws, 2005 Exempt issuer bids

(b) the purchase, redemption or other acquisition is required by the instrument creating or governing the class of securities or by the statute under which the issuer was incorporated, organized or continued; (c) the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to redeem or repurchase the securities and the securities are acquired pursuant to the exercise of the right; (d) the securities are acquired from a current or former employee of the issuer or of an affiliate of the issuer, and if there is a published market in respect of the securitiesÑ (i) the value of the consideration paid for any of the securities acquired is not greater than the market price of the securities at the date of the acquisition, determined in accordance with these By-Laws; and (ii) the aggregate number or, in the case of convertible debt securities, the aggregate principal amount of securities acquired by the issuer within a period of twelve months in reliance on the exemption provided by paragraph (d) is not greater than five per cent of the securities of that class issued and outstanding at the beginning of the period; (e) the bid meets all the following conditions:
(i) the issuer is not a reporting issuer; (ii) there is not a published market in respect of the securities that are the subject of the bid; and (iii) the number of holders of securities of the issuer is fewer than fifty exclusive of holders who are in the employment of the issuer or an affiliate of the issuer, or were formerly in the employment of the issuer or an affiliate of the issuer and who while in that employment were, and have continued after the employment to be, security holders of the issuer; (f) the bid meets all of the following conditions:
(i) the number of holders, whose last address as shown on the books of the issuer is in Trinidad and Tobago, of securities of the class subject to the bid is fewer than fifty; (ii) the securities held by such holders constitute, in aggregate, less than ten per cent of the outstanding securities of that class; Securities Industry (Take-Over) By-Laws, 2005 171

(iii) the bid is made in compliance with the laws of a jurisdiction that is recognized for the purposes of this paragraph by the Commission; (iv) all material relating to the bid that is sent by the offeror to holders of securities of the class that is subject to the bid is concurrently sent to all holders of such securities whose last address as shown on the books of the issuer is in Trinidad and Tobago and is filed with the Commission; (g) the bid is otherwise exempted by these By-Laws or any amendment to them.
PART III
REQUIREMENTS FOR ACQUISITIONS OR SALES
6. (1) In this by-law, ÒofferorÓ meansÑ
(a) an offeror making a formal bid other than a bid referred to in by-law 4(1)(b) or 5(f); (b) a person acting jointly or in concert with an offeror referred to in paragraph (a); or (c) a security holder of an offeror referred to in subparagraph (a) who, as regards the offeror, is a person or one of a prescribed group of persons referred to in subparagraph (c) of the definition of ÒdistributionÓ in section 3(1) of the Act or an associate or affiliate of such security holder. (2) An offeror shall not offer to acquire or make, or enter into, an agreement, commitment or understanding to acquire beneficial ownership of any securities of the class that are subject to a take-over bid otherwise than pursuant to the bid on and from the day of the announcement of the offerorÕs intention to make the bid until its expiry. (3) Notwithstanding paragraph (2), an offeror making a take￾over bid may purchase, through the facilities of a securities exchange recognized by the Commission, securities of the class that are subject to the bid and securities convertible into securities of that class beginning on the third business day following the date of the bid until the expiry of the bid ifÑ (a) the intention to make such purchases is stated in the take-over bid circular ; (b) the aggregate number of securities acquired under paragraph (3) does not constitute in excess of five per cent of the outstanding securities of that class as at the date of the bid; and 172 Securities Industry (Take-Over) By-Laws, 2005 Restrictions on acquisitions during take-over bid

(c) the offeror issues and files with the Commission a press release immediately after the close of business of the securities exchange on each day on which securities have been purchased disclosing the information prescribed by by-law 28. (4) Paragraph (2) does not apply to an offeror in respect of an agreement between a security holder and the offeror to the effect that the security holder, in accordance with the terms and conditions of a take-over bid that is a formal bid made by the offeror, will deposit his securities pursuant to the bid.
7. An offeror making an issuer bid shall not offer to acquire, or
make or enter into any agreement, commitment or understanding to acquire, beneficial ownership of any securities of the class that are subject to the bid otherwise than pursuant to the bid on and from the day of the announcement of the offerorÕs intention to make the bid until the expiration of the bid, but this by-law does not apply so as to prevent the offeror from purchasing, redeeming or otherwise acquiring any such securities during such period in reliance on an exemption under by-law 5(a), (b), or (c).
8. (1) If a take-over bid that is a formal bid is made by an offeror
and, within the period of ninety days immediately preceding the bid, the offeror acquired beneficial ownership of securities of the class subject to the bid pursuant to a transaction not generally available on identical terms to holders of that class of securitiesÑ (a) the offeror shall offerÑ (i) consideration for securities deposited under the bid at least equal to and in the same form as the highest consideration that was paid on a per security basis under any of such prior transactions; or (ii) at least the cash equivalent of such consideration; and (b) the offeror shall offer to acquire under the bid that percentage of securities of the class subject to the bid that is at least equal to the highest percentage that the number of securities acquired from a seller in such a prior transaction was of the total number of securities of that class beneficially owned by such seller at the time of the prior transaction. Securities Industry (Take-Over) By-Laws, 2005 173 Restrictions on acquisitions during issuer bid Restrictions on pre-bid and post-bid acquisitions

(2) Paragraph (1) does not apply to an offeror under a take-over bid if the transaction that occurred within ninety days immediately preceding the bid wasÑ (a) a trade in a security of the issuer that had not been previously issued; or (b) a trade by or on behalf of the issuer in a previously issued security of that issuer that had been redeemed or purchased by or donated to that issuer. (3) During the period beginning with the expiry of a take-over bid that is a formal bid and ending at the end of the twentieth business day after that, whether or not any securities are taken up under the bid, an offeror shall not acquire beneficial ownership of securities of the class that was subject to the bid except by way of a transaction that is generally available to holders of that class of securities on terms identical to those under the bid.
9. (1) Except pursuant to a bid, an offeror shall not sell or make or
enter into any agreement, commitment or understanding to sell any securities of the class subject to the bid on and from the day of the announcement of the offerorÕs intention to make the bid until its expiry. (2) Notwithstanding paragraph (1), an offeror may, before the expiry of a bid, make or enter into an arrangement, commitment or understanding to sell securities that may be taken up by the offeror pursuant to the bid, after the expiry of the bid, if the intention to sell is disclosed in the take-over bid circular or issuer bid circular, as the case may be. (3) Paragraph (1) does not apply to an offeror under an issuer bid in respect of the issue by the offeror of securities pursuant to a dividend plan, dividend reinvestment plan, purchase plan or another similar plan.
10. By-laws 6(2) to 9 inclusive do not apply to an associate of a
person referred to in by-law 6(1)(c) that is not acting jointly or in concert with such person, in respect of the formal bid referred to in by-law 6(1)(a).
PART IV
REQUIREMENTS FOR BIDS
11. Subject to these By-Laws, the following requirements apply to
every take-over bid and issuer bid:
(a) the bid shall be made to all holders of securities of the class that is subject to the bid who are in Trinidad and Tobago, and delivered by the offeror to all holders, whose last address as shown on the books of the offeree issuer is in Trinidad and Tobago, of securities of that class and of securities that, before the expiry of the bid, are convertible into securities of that class; 174 Securities Industry (Take-Over) By-Laws, 2005 Sales during bid prohibited Exemptions to by-laws 6(2) to 9 General provisions

(b) solely for the purpose of complying with paragraph (a) an offeror has the right to require an offeree issuer to deliver to the offeror in writing a complete list of all of the holders of securities of the class subject to the bid as shown on the books of the offeree issuer and the offeree issuer shall deliver such list to the offeror no later than ten days following the written request of the offeror; (c) the offeror shall allow securities to be deposited pursuant to the bid for at least thirty-five days from the date of the bid; (d) securities deposited pursuant to the bid shall not be taken up by the offeror until the expiration of thirty-five days from the date of the bid; (e) securities deposited pursuant to the bid may be withdrawn by or on behalf of a depositing security holderÑ (i) at any time, where the securities have not been taken up by the offeror; (ii) at any time before the expiration of fifteen days from the date of a notice of change or variation under by-law 14; and (iii) if the securities have not been taken up and paid for by the offeror, after the expiration of forty-five days from the date of the bid; (f) the right of withdrawal conferred by subparagraph (4)(e)(ii) does not applyÑ (i) if the securities have been taken up by the offeror at the date of the notice; (ii) if a variation in the terms of a bid consists solely of an increase in the consideration offered for the securities subject to the bid and the time for deposit is not extended for a period greater than that required by by-law 14(5); or (iii) in the circumstances described in by-law 14(6); (g) notice of withdrawal of any securities under paragraph (e) shall be made by or on behalf of the depositing security holder by a method that provides the depository designated under the bid with a written or printed copy and, to be effective, the notice shall be actually received by the depository and, if notice is given in accordance with this paragraph the offeror shall return the securities to the depositing security holder; Securities Industry (Take-Over) By-Laws, 2005 175

(h) if the bid is made for less than all of the class of securities subject to the bid and if a greater number of securities is deposited pursuant to the bid than the offeror is bound or willing to acquire under the bid, the securities shall be taken up and paid for by the offeror, as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositing security holder; (i) if an offeror purchases securities as permitted by by-law 6(3), the securities so purchased shall be counted in the determination of whether a condition as to the minimum number of securities to be deposited in the bid has been fulfilled, but shall not reduce the number of securities the offeror is bound under the bid to take up; (j) subject to paragraphs (k) and (l), the offeror shall take up and pay for securities deposited under the bid, if all the terms and conditions of the bid have been complied with or waived, not later than ten days after the expiry of the bid; (k) any securities that are taken up by the offeror under the bid shall be paid for by the offeror as soon as possible, and in any event not more than three business days, after the taking up of the securities; (l) any securities deposited pursuant to the bid subsequent to the date on which the offeror first takes up securities deposited under the bid shall be taken up and paid for by the offeror within ten days of the deposit of the securities; (m) a bid may not be extended by the offeror, if all the terms and conditions of the bid have been complied with except those waived by the offeror, unless the offeror first takes up and pays for all securities deposited under the bid and not withdrawn; (n) notwithstanding paragraph (m), if the offeror waives any terms or conditions of a bid and extends the bid in circumstances where the rights of withdrawal conferred by subparagraph (e)(ii) are applicable, the bid shall be extended without the offeror first taking up the securities which are subject to such rights of withdrawal; (o) if all the terms and conditions of the bid have been complied with or waived, the offeror shall immediately issue a notice by press release statingÑ (i) that all of the terms and conditions of the bid have been complied with or waived; 176 Securities Industry (Take-Over) By-Laws, 2005

(ii) the approximate number of securities deposited and the approximate number that have been, or that will be, taken up; and (iii) the amount and nature of the consideration paid, or to be paid, for the securities taken up; (p) if an offeror withdraws a bid, or if a bid expires or lapses due to failure of a condition, the offeror shall immediately issue a notice by press release statingÑ (i) that the bid has been withdrawn, or has expired or lapsed due to failure of a condition; (ii) the number of securities deposited pursuant to the bid, but not taken up; (iii) the arrangements made by the offeror for the return of the securities deposited; (iv) where the bid is withdrawn, the reasons of the offeror for withdrawing the bid; and (v) where the bid expires or lapses due to a failure of a condition, which condition of the bid has failed; and (q) a notice issued by press release under paragraph (o) or (p) shall be concurrently filed with the Commission.
12. If a take-over bid or issuer bid provides that the consideration
for the securities deposited pursuant to the bid is to be paid in cash or partly in cash, the offeror shall make adequate arrangements before the bid is made to ensure that the required funds are available to make full payment for all securities that the offeror has offered to acquire.
13. (1) Subject to these By-Laws, if a take-over bid or issuer bid is
made, all holders of the same class of securities shall be offered identical consideration. (2) If an offeror makes or intends to make a take-over bid or issuer bid, the offeror or any person acting jointly or in concert with the offeror shall not enter into any collateral agreement, commitment or understanding with any holder or beneficial owner of securities of the offeree issuer that has the effect of providing to the holder or owner a consideration of greater value than that offered to the other holders of the same class of securities. (3) If a variation in the terms of the take-over bid or issuer bid before the expiry of the bid increases the value of the consideration offered for the securities subject to the bid, the offeror shall pay that increased consideration to each person whose securities are taken up pursuant to the bid, whether or not the securities were taken up by the offeror before the variation. Securities Industry (Take-Over) By-Laws, 2005 177 Financing of bid Consideration in bids

PART V
BID CIRCULARS
14. (1) An offeror shall deliver, with or as part of a take-over bid or
issuer bid, a take-over bid circular or issuer bid circular, as the case may be. (2) If, before the expiry of a take-over bid or issuer bid or after the expiry of the bid but before the expiry of all rights to withdraw the relevant securities, a change has occurred in the information contained in a take-over bid circular or issuer bid circular or in any notice of change or notice of variation that would reasonably be expected to affect the decision of the holders of the securities of the offeree issuer to accept or reject the bid, a notice of the change shall be delivered to every person to whom the circular was required to be delivered and whose securities were not taken up at the date of the occurrence of the change. (3) Paragraph (2) does not apply to a change that is not within the control of the offeror or of an affiliate of the offeror unless it is a change in a material fact relating to the securities being offered in exchange for securities of the offeree issuer. (4) If there is a variation in the terms of a take-over bid or issuer bid, including any extension of the period during which securities may be deposited under the bid, and whether or not the variation results from the exercise of any right contained in the bid, a notice of the variation shall be delivered to every person to whom the take-over bid circular or issuer bid circular was required to be delivered and whose securities were not taken up at the date of the variation. (5) Subject to paragraph (6), if there is a variation in the terms of a take-over bid or issuer bid, the period during which securities may be deposited pursuant to the bid shall not expire before fifteen days after the notice of variation has been delivered. (6) Paragraph (5) does not apply to a variation in the terms of a bid consisting solely of the waiver of a condition in the bid where the consideration offered for the securities that are subject to the bid consists solely of cash. (7) A variation in the terms of a take-over bid or issuer bid, other than a variation that is the waiver by the offeror of a condition that is specifically stated in the bid as being waivable at the sole option of the offeror, shall not be made after the expiry of the period, including any extension of the period, during which securities may be deposited pursuant to the bid. 178 Securities Industry (Take-Over) By-Laws, 2005 OfferorÕs circular

(8) If there is a variation in the terms of a take-over bid or issuer bid by the offeror in accordance with paragraph (7), the provisions of paragraph (4) do not apply in respect of that bid ifÑ (a) the waiver occurs, and the offeror has issued a press release announcing the waiver, during the five days immediately following the expiration of the period, including any extension of the period, during which securities may be deposited pursuant to the bid; and (b) the consideration offered for the securities consists solely of cash. (9) A take-over bid circular and an issuer bid circular shall contain the information prescribed by Forms 1 and 2 respectively, as set out in Schedule 1. (10) A notice of change and a notice of variation shall contain the information required by by-law 29.
15. (1) If a take-over bid has been made, a directorsÕ circular shall
be prepared and delivered by the board of directors of an offeree issuer to every person to whom a take-over bid shall be delivered under by-law 11(a) not later than twenty-one days after the date of the bid. (2) The board of directors shall include in a directorsÕ circular eitherÑ (a) a recommendation to accept or to reject a take-over bid and the reasons for their recommendation; or (b) a statement that they are unable to make or will not make a recommendation and, if no recommendation is made, the reasons for not making a recommendation. (3) An individual director or officer may recommend acceptance or rejection of a take-over bid if the director or officer delivers with the recommendation, a circular prepared in accordance with paragraph (8). (4) If a board of directors is considering recommending acceptance or rejection of a take-over bid, itÑ (a) shall, at the time of sending or delivering a directorsÕ circular, advise the security holders of this fact; and (b) may advise them not to tender their securities until further communication is received from the directors. (5) If paragraph (4) applies, the board of directors shall deliver the recommendation or the decision not to make a recommendation at least seven days before the scheduled expiry of the period during which securities may be deposited under the bid. Securities Industry (Take-Over) By-Laws, 2005 179 DirectorsÕ circular
Schedule 1

180 Securities Industry (Take-Over) By-Laws, 2005 (6) If, before the expiry of a take-over bid or after the expiration of the bid but before the expiry of all rights to withdraw the securities that have been deposited under the bidÑ (a) a change has occurred in the information contained in a directorsÕ circular or in any notice of change to a directorsÕ circular that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, the board of directors of the offeree issuer shall immediately deliver a notice of the change to every person to whom the circular was required to be sent disclosing the nature and substance of the change; or (b) a change has occurred in the information contained in an individual directorÕs or officerÕs circular or any notice of change to it that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, other than a change that is not within the control of the individual director or officer, as the case may be, that individual director or officer shall immediately deliver a notice of change in relation to it to the board of directors. (7) If an individual director or officer submits a circular under paragraph (3) or a notice of change under subparagraph (6)(b) to the board of directors, the board, at the offeree issuerÕs expense, shall deliver a copy of the circular or notice to the persons referred to in paragraph (1). (8) A directorsÕ circular and a directorÕs or officerÕs circular shall contain the information prescribed in Forms 3 and 4 respectively, as set out in Schedule 1.
16. (1) A take-over bid and any notice of change or variation shall
be filed with the Commission and shall be delivered to the offeree issuer at the registered office of the offeree issuer and an issuer bid and any notice of change or variation shall be filed with the Commission on the day such bid or notice is delivered to holders of securities of the offeree issuer, or as soon as practicable thereafter. (2) Every directorsÕ circular and every individual directorÕs or officerÕs circular or any notice of change in relation to it that is delivered to security holders of an offeree issuer shall be filed with the Commission and shall be delivered to the offeror at the registered office of the offeror on the day the directorsÕ circular or individual directorÕs or officerÕs circular or the notice of change is delivered to the holders of securities of the offeree issuer, or as soon as practicable thereafter. Filing with Commission and delivery to offeree issuer
Schedule 1

(3) A take-over bid or issuer bid, a take-over bid circular, an issuer bid circular, a directorsÕ circular, an individual directorÕs or officerÕs circular and every notice of change or variation in any such bid or circular shall beÑ (a) mailed by prepaid post to the intended recipient; (b) delivered to the intended recipient by personal delivery; (c) published in one or more daily newspapers circulated widely in Trinidad and Tobago over a period of not less than five consecutive days; or (d) delivered in such other manner as the Commission may approve. (4) Any bid, circular or notice mailed or delivered in accordance with subparagraph (3)(a), (b) or (d) is deemed to have been delivered and is deemed conclusively for the purposes of by-laws 11, 14 and 15 and this by-law to have been dated as of the date on which it was mailed or delivered in accordance with subparagraph (3)(a), (b) or (d) to all or substantially all of the persons entitled to receive it. (5) Any bid, circular or notice published in accordance with subparagraph (3)(c) is deemed to have been delivered and is deemed conclusively for the purposes of by-laws 11, 14 and 15 and this by-law to have been dated as of the first day of publishing in accordance with subparagraph (3)(c) to all or substantially all of the persons entitled to receive it.
17. If a report, formal valuation, appraisal or statement of an
expert is included in or accompaniesÑ
(a) a take-over bid circular, issuer bid circular, directorsÕ circular or directorÕs or officerÕs circular; or (b) a notice of change or notice of variation in respect of a take￾over bid or issuer bid, the written consent of the expert to the use of the report, formal valuation, appraisal or statement shall be filed with the Commission concurrently with the circular or notice.
18. (1) In this by-lawÑ
Òformal valuationÓ means a valuation of participating securities thatÑ (a) is prepared by a qualified and independent valuer; (b) is based on appropriate techniques and on relevant assumptions including going concern and liquidation assumptions if both types of assumptions are relevant or including whichever of those two types of assumptions are relevant if only one of them is relevant; and Securities Industry (Take-Over) By-Laws, 2005 181 Consent of expert to use of name Valuation requirements

(c) contains the valuerÕs opinion as to a value or range of values for the participating securities, without any downward adjustments in value on account of any of the participating securities not being part of a controlling interest; Ògoing private transactionÓ means an amalgamation, arrangement, consolidation or other transactionÑ (a) proposed to be carried out by an issuer of a participating security; and (b) of which one consequence is that a holderÕs interest in that participating security may be terminated without the holderÕs consent but does not includeÑ (i) the acquisition of participating securities pursuant to a statutory right of acquisition; or (ii) a transaction (other than an insider bid) in which a holder of a participating security is entitled to receive, directly or indirectly, consequent upon the transaction a consideration per security that is identical in amount and type to that paid to all other holders of the participating security of the same class; Òinsider bidÓ means a take-over bid madeÑ (a) by an insider of the offeree issuer whose securities are the subject of the bid; or (b) by any associate or affiliate of an insider of that offeree issuer; Òparticipating securityÓ means an equity security and includes a security that is convertible within the meaning of by-law 2(2)(h) into an equity security; Òprior valuationÓ meansÑ (a) an existing independent appraisal or valuation; or (b) any material non-independent appraisal or valuation prepared with the participation of, or for, or on behalf of, the directors of an issuer, in respect of an issuer, its material assets or its securities. 182 Securities Industry (Take-Over) By-Laws, 2005

(2) Every take-over bid circular and issuer bid circular to which this by-law applies shall contain, except where the offeror establishes to the CommissionÕs satisfaction that the offeror lacks access to information enabling the offeror to comply with this paragraph, and subject to any waiver or variation consented to in writing by the CommissionÑ (a) a summary of a formal valuation of the offeree issuer; and (b) an outline of every prior valuation of the offeree issuer made within twenty-four months preceding the date of the take-over or issuer bid including a description of the source and circumstances under which it was made. (3) This by-law applies only toÑ (a) a take-over bid circular that is required by these By-Laws in respect of an insider bid; (b) a take-over bid circular that is required by these By-Laws where it is anticipated by the offeror that a going private transaction will follow the take-over bid; or (c) an issuer bid circular that is required by these By-Laws. (4) Subject to paragraph (5), a formal valuation referred to in subparagraph (2)(a) shall be as of a date that is not more than one hundred and twenty days before the date of the take-over bid or issuer bid and shall contain appropriate adjustments for material intervening events. (5) A formal valuation referred to in subparagraph (2)(a) may be as of a date that is more than one hundred and twenty days before the date of the take-over bid or issuer bid if it is accompanied by a letter addressed to the directors of the issuer confirming that the valuer has no reasonable ground to believe that any intervening event has materially affected the value or range of values determined in such valuation or, if there has been such an event, describing it and stating the resultant change in the value or range of values in the valuation. (6) Where the Commission is of the opinion that disclosure of information required by paragraph (2) to be furnished to the holders of securities would cause a detriment to the offeree issuer or the security holders of the offeree issuer that would outweigh the benefit of the information to the prospective recipients, the Commission may permit the omission of the information. (7) A formal valuation referred to in subparagraph 2(a) and a letter of confirmation, if any, referred to in paragraph (5), shall be filed with the Commission concurrently with the filing of the circular in which reference to the valuation is made except where the Commission otherwise permits. Securities Industry (Take-Over) By-Laws, 2005 183

PART VI
SPECIAL REPORTING AND LIMITATIONS ON ACQUISITIONS
19. (1) Every offeror that, except pursuant to a formal bid,
acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, voting or equity securities of any class of a reporting issuer that, together with such offerorÕs securities of that class, would constitute ten per cent or more of the outstanding securities of that classÑ (a) shall immediately issue and file with the Commission a press release containing the information prescribed by by-law 31; and (b) shall, within two business days, file with the Commission a report containing the same information as is contained in the press release issued under subparagraph (a). (2) If an offeror is required to file a report under paragraph (1) or a further report under this paragraph and the offeror or any person acting jointly or in concert with the offeror acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, an additional two per cent or more of the outstanding securities of the class or there is a change in any other material fact in such a report, the offerorÑ (a) shall immediately issue and file a press release containing the information prescribed by by-law 31; and (b) shall, within two business days, file with the Commission a report containing the same information as is contained in the press release issued under subparagraph (a). (3) During the period beginning on the occurrence of an event in respect of which a report or further report is required to be filed with the Commission under this by-law and ending on the expiry of one business day after the date that the report or further report is filed, the offeror or any person acting jointly or in concert with the offeror shall not acquire or offer to acquire beneficial ownership of any securities of the class in respect of which the report or further report is required to be filed or any securities convertible into securities of that class. (4) Paragraph (3) does not apply to an offeror that is the beneficial owner of, or has the power to exercise control or direction over, securities that, together with such offerorÕs securities of that class, constitute thirty per cent or more of the outstanding securities of that class. 184 Securities Industry (Take-Over) By-Laws, 2005 Reports of acquisitions

20. (1) If, after a formal bid has been made for voting or equity
    securities of an offeree issuer that is a reporting issuer and before the expiry of the bid, an offeror, other than the person making the bid, acquires beneficial ownership of, or the power to exercise control or direction over, securities of the class subject to the bid which, when added to such offerorÕs securities of that class, constitute five per cent or more of the outstanding securities of that class, the offeror shallÑ (a) not later than the opening of trading on the next business day, issue a press release containing the information prescribed by by-law 32; and (b) immediately file with the Commission a copy of the press release. (2) If an offeror that has filed with the Commission or is required to file with the Commission a press release under paragraph (1) or a further press release under this paragraph or any person acting jointly or in concert with the offeror acquires beneficial ownership of, or control or direction over, securities of the class subject to the bid which, when added to the securities of that class acquired after the filing of the press release by the offeror and any person acting jointly or in concert with the offeror, aggregates an additional two per cent or more of the class of outstanding securities, the offeror shallÑ (a) not later than the opening of trading on the next business day, issue a further press release containing the information prescribed by by-law 32; and (b) immediately file with the Commission a copy of the press release.
21. (1) If the facts required to be reported or in respect of which a
    press release is required to be filed with the Commission under by-laws 19 and 20 are identical, a report or press release is required only under the provision requiring the earlier report or press release, as the case may be. (2) IfÑ (a) an offeror and one or more persons acting jointly or in concert with the offeror are required to issue and file with the Commission a press release or report under by-law 19 or a press release or further press release under by-law 20; and (b) a press release, report or further press release issued and filed with the Commission by the offeror discloses the information required by by-law 31 or 32 as to a person acting jointly or in concert with the offeror, that person need not issue and file with the Commission a separate press release, report or further press release, as the case may be. Securities Industry (Take-Over) By-Laws, 2005 185 Acquisitions during bid by other offeror No duplication of report or press release

PART VII
MISREPRESENTATION
22. (1) If a take-over bid circular sent to the security holders of an
offeree issuer as required by these By-Laws or any notice of change or variation in respect thereof contains a misrepresentation, every such security holder shall be deemed to have relied on the misrepresentation and may elect to exercise a right of action for rescission or damages against the offeror and or alternatively a right of action for damages againstÑ (a) every person who at the time the circular or notice, as the case may be, was signed was a director of the offeror; (b) every person whose consent in respect of the circular or notice, as the case may be, has been filed with the Commission pursuant to a requirement of these By-Laws but only with respect to reports, opinions or statements that have been made by the person; and (c) each person who signed a certificate in the circular or notice, as the case may be, other than the persons included in subparagraph (a). (2) If a directorsÕ circular or a directorÕs or officerÕs circular delivered to the security holders of an offeree issuer as required by these By-Laws or any notice of change or variation in respect thereof contains a misrepresentation, every such security holder shall be deemed to have relied on the misrepresentation and has a right of action for damages against every director or officer who signed the circular or notice that contained the misrepresentation. (3) Paragraph (1) applies with necessary modifications where an issuer bid circular or any notice of change or variation in respect thereof contains a misrepresentation. (4) No person is liable under paragraph (1), (2) or (3) if the person proves that the security holder had knowledge of the misrepresentation. (5) No person, other than the offeror, is liable under paragraph (1), (2) or (3) if that person proves thatÑ (a) the take-over bid circular, issuer bid circular, directorsÕ circular or directorÕs or officerÕs circular, as the case may be, was sent without knowledge or consent and that, on becoming aware of it, he forthwith gave reasonable general notice that it was so sent; 186 Securities Industry (Take-Over) By-Laws, 2005 Liability for misrepresen￾tation

(b) after the sending of the take-over bid circular, issuer bid circular, directorsÕ circular or directorÕs or officerÕs circular, as the case may be, on becoming aware of any misrepresentation in the take-over bid circular, issuer bid circular, directorsÕ circular or directorÕs or officerÕs circular, he withdrew the consent thereto and gave reasonable general notice of the withdrawal and the reason therefor; (c) with respect to any part of the circular purporting to be made on the authority of an expert or purporting to be a copy of or an extract from a report, opinion or statement of an expert, he had no reasonable grounds to believe and did not believe that there had been a misrepresentation or that such part of the circular did not fairly represent the report, opinion or statement of the expert or was not a fair copy of or extract from the report, opinion or statement of the expert; (d) with respect to any part of the circular purporting to be made on his own authority as an expert or purporting to be a copy of or an extract from his own report, opinion or statement as an expert, but that contains a misrepresentation attributable to failure to represent fairly his opinion or statement as an expertÑ (i) the person had, after reasonable investigation, reasonable grounds to believe and did believe that such part of the circular fairly represented his report, opinion or statement as an expert; or (ii) on becoming aware that such part of the circular did not fairly represent his report, opinion or statement as an expert, the person forthwith advised the Commission and gave reasonable general notice that such use had been made and that he would not be responsible for that part of the circular; or (e) with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document and he had reasonable grounds to believe and did believe that the statement was true. Securities Industry (Take-Over) By-Laws, 2005 187

(6) No person, other than the offeror, is liable under paragraph (1), (2) or (3) with respect to any part of the circular purporting to be made on his own authority as an expert or purporting to be a copy of or an extract from that personÕs own report, opinion or statement as an expert unless heÑ (a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. (7) No person, other than the offeror, is liable under paragraph (1), (2) or (3) with respect to any part of the circular not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert unless that personÑ (a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation; or (b) believed there had been a misrepresentation. (8) All or any one or more of the persons specified in paragraph (1), (2) or (3) are jointly and severally liable, and every person who becomes liable to make any payment under this by-law may recover a contribution from any person who, if sued separately, would have been liable to make the same payment provided that the Court may deny the right to recover such contribution where, in all the circumstances of the case, it is satisfied that to permit recovery of such contribution would not be just and equitable. (9) In an action for damages pursuant to paragraph (1), (2) or (3) based on a misrepresentation affecting a security offered by the offeror in exchange for securities of the offeree issuer, the defendant is not liable for all or any portion of such damages that the defendant proves do not represent the depreciation in value of the security as a result of misrepresentation. (10) The right of action for rescission or damages conferred by this by-law is in addition to and without derogation from any other right the security holders of the offeree issuer may have at law. (11) In determining what constitutes reasonable investigation or reasonable grounds for belief for the purpose of this by-law, the standard of reasonableness shall be that required of a prudent person in the circumstances of the particular case. 188 Securities Industry (Take-Over) By-Laws, 2005

(12) An action shall not be commenced to enforce a right created by this by-law after the expiry ofÑ (a) in the case of an action for rescission, one hundred and eighty days after the date of the transaction that gave rise to the cause of action; or (b) in the case of an action for damagesÑ (i) one hundred and eighty days after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action, whichever is the earlier. (13) A take-over bid circular, issuer bid circular, directorsÕ circular, directorÕs or officerÕs circular, or any notice of change or notice of variation that is required under these By-Laws shall contain a statement of the rights provided by this by-law relating to that circular or notice. (14) If a take-over bid or issuer bid is made in Trinidad and Tobago inclusion in a circular or notice of the following statement shall be deemed to be in compliance with paragraph (13):
ÒSecurities legislation in Trinidad and Tobago provides security holders of the offeree issuer with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such security holders. However, such rights shall be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the Trinidad and Tobago securities legislation for particulars of those rights or consult with a lawyer.Ó
23. No proceedings under the Act relating to these By-Laws shall
be commenced more than six years after the date of the events that give rise to the proceedings.
PART VIII
SPECIAL APPLICATIONS
24. (1) If the Commission considers that a person has not complied
or is not complying with these By-Laws, the Commission may make an orderÑ (a) restraining the distribution of any record used or issued in connection with a take-over bid or issuer bid; (b) requiring an amendment to or variation of any record used or issued in connection with a take-over bid or issuer bid and requiring the distribution of any amended, varied or corrected record; and Securities Industry (Take-Over) By-Laws, 2005 189 Limitation Applications to the Commission

(c) directing the person to comply with these By-Laws or restraining that person from contravening these By-Laws and directing the directors and senior officers of such person to cause him to comply with or to cease contravening these By-Laws. (2) If the Commission considers that to do so would not be prejudicial to the public interest, the Commission mayÑ (a) decide for the purposes of by-law 13(2)Ñ (i) that an agreement, commitment or understanding with a selling security holder is made for reasons other than to increase the value of the consideration paid to the selling security holder for the securities of the selling security holder; and (ii) that the agreement, commitment or understanding may be entered into notwithstanding by-law 13(2); (b) vary any time period set out in these By-Laws; and (c) order that a person or class of persons be exempt from one or more of the requirements of these By-Laws. (3) An order under paragraph (1) or (2) may be made on application by an interested person or on the CommissionÕs own motion.
25. (1) An interested person may apply to the Court for an
order.
(2) On an application under paragraph (1), if the Court is satisfied that a person has not complied with these By-Laws, the Court may make such interim or final order as the Court thinks fit including, without limiting the generality of the foregoingÑ (a) an order compensating any interested person who is a party to the application for damages suffered as a result of a contravention of these By-Laws; (b) an order rescinding a transaction with any interested person, including the issue of a security or a purchase and sale of a security; (c) an order requiring any person to dispose of any securities acquired pursuant to or in connection with a take-over bid or an issuer bid; (d) an order prohibiting any person from exercising any or all of the voting rights attaching to any securities; and (e) an order requiring the trial of an issue. 190 Securities Industry (Take-Over) By-Laws, 2005 Application to the Court

PART IX
MINORITY SECURITY HOLDERSÕRIGHTS
AND DEFENSIVE TACTICS
26. (1) Where ninety per cent or more of a class of voting or equity
securities of the offeree issuer are acquired by or on behalf of the offeror, the offerorÕs affiliates and the offerorÕs associates, then the holder of any securities of that class not counted for the purposes of calculating such percentage shall be entitled in accordance with this
section to require the offeror to acquire the holderÕs securities of that
class.
(2) Every offeror, within thirty days after it becomes aware that security holders are entitled to require it to acquire their securities under paragraph (1), shall send a written notice to each such security holder that the security holder may within sixty days after the date of such notice require the offeror to acquire his, her or its securities. (3) The notice sent by the offeror under paragraph (2) shallÑ (a) set out a price that the offeror is willing to pay for the securities; (b) give the basis for arriving at the price; (c) state the location where any supporting material used for arriving at the price may be examined and extracts taken therefrom by the security holder or a duly authorized agent; and (d) state that if the security holder is not satisfied with the price offered by the offeror in the notice, the security holder is entitled to have the fair value of his, her or its securities fixed by the Court. (4) Where a security holder receives a notice under paragraph (2) and wishes the offeror to acquire his, her or its securities, the security holder may, within sixty days after the date of the noticeÑ (a) elect to accept the price offered by the offeror by giving notice of acceptance to the offeror and by forthwith sending his, her or its security certificates to the offeror; or (b) notify the offeror that the security holder wishes to have the fair value of his, her or its securities fixed by the Court. (5) Where a security holder wishes to have the fair value of his, her or its securities fixed by the Court, the offeror shall make an application to the Court within ninety days after the date of the notice under paragraph (2). Securities Industry (Take-Over) By-Laws, 2005 191 Minority security holderÕs right to be bought out by offeror

(6) If an offeror fails to send notice under paragraph (2), a security holder, after giving the offeror thirty days notice of intention so to do, may apply to the Court to have the fair value of his, her or its securities fixed. (7) If an offeror fails to make an application to the Court as required under paragraph (5), a security holder may make the application. (8) Upon an application to the Court under paragraph (5), (6) or (7)Ñ (a) all security holders who have notified the offeror under subparagraph (4)(b) may be joined as parties as the Court thinks fit and, if so joined, are bound by the decision of the Court; and (b) the offeror shall notify each security holder entitled to notice under paragraph (2) of the date, place and purpose of the application and of the security holderÕs right to appear and be heard in person or by attorney-at-law. (9) Upon an application to the Court under paragraph (5), (6) or (7), the Court may determine whether any security holders should properly be sent or have been sent notice and whether such security holders should be joined as parties. (10) The Court may appoint one or more appraisers to assist the Court in fixing a fair value for the securities. (11) The final order of the Court shall be made against the offeror in favour of each entitled security holder.
27. (1) Where an offeree issuer has received a take-over bid, or has
reason to believe that a bona fide bid is imminent, no action, which may result in a bid being frustrated, or in security holders of the offeree issuer being denied an opportunity to decide on the merits of the bid, shall be taken by the directors of the offeree issuer in relation to the affairs of the offeree issuer, unlessÑ (a) the offeree issuer has approved the action by resolution in general meeting; or (b) the action is takenÑ (i) pursuant to a contractual obligation entered into by the offeree issuer, or in the implementation of proposals approved by the directors of the offeree issuer, and the obligations were entered into, or the proposals were approved, prior to the offeree issuer receiving the take-over bid or becoming aware that the bid was imminent; or 192 Securities Industry (Take-Over) By-Laws, 2005 Defensive Tactics

(ii) in other circumstances, for reasons unrelated to the bid, and the prior written consent of the Commission has been obtained to the action taken. (2) The notice of meeting containing the proposed resolution for the purposes of paragraph (1)(a) shall contain, or be accompanied by, full particulars of the proposed action, the reasons for it, and the significance and effect of the resolution under these By-Laws.
PART X
PROCEDURAL REQUIREMENTS
28. A press release required under by-law 6(3)(c) shall disclose, in
respect of the class of securities subject to the take-over bid and of each class of securities convertible within the meaning of by-law 2(2)(f) and (g) into securities of that class purchased through the facilities of a securities exchangeÑ (a) the name of the purchaser; (b) if the purchaser is a person referred to in by-law 6(1)(b) or (c), the relationship of the purchaser and the offeror; (c) the number of securities purchased by the purchaser on the day for which the press release is required; (d) the highest price paid for the securities by the purchaser on the day for which the press release is required; (e) the aggregate number of securities purchased through the facilities of the securities exchange by the purchaser during the currency of the bid; (f) the average price paid for the securities that were purchased by the purchaser through the facilities of the securities exchange during the currency of the bid; and (g) the total number of securities owned by the purchaser as of the close of business of the securities exchange on the day for which the press release is required.
29. (1) A notice of change required under by-law 14(2) shall
containÑ
(a) a description of the change in the information contained inÑ (i) the take-over bid circular; (ii) the issuer bid circular; (iii) any notice of change previously delivered under by-law 14 (2); or (iv) any notice of variation previously delivered under by-law 14(4); Securities Industry (Take-Over) By-Laws, 2005 193 Information required in press release Content of notice of change or notice of variation

(b) the date of the change;
(c) the date up to which securities may be deposited; (d) the date by which securities deposited shall be taken up by the offeror; (e) a description of the rights of withdrawal that are available to security holders; and (f) a signed certificate in the same form as is required to be contained in a take-over bid circular or issuer bid circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation. (2) A notice of variation required under by-law 14(4) shall containÑ (a) a description of the variation in the terms of the take-over bid or issuer bid; (b) the date of the variation; (c) the date up to which securities may be deposited; (d) the date by which securities deposited shall be taken up by the offeror; (e) a description of the rights of withdrawal that are available to security holders; and (f) a signed certificate in the same form as is required to be contained in a take-over bid circular or issuer bid circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation. (3) A notice of change required under by-law 15(6)(a) or (b) shall containÑ (a) a description of the change in the information contained inÑ (i) the directorsÕ circular; (ii) any notice of change previously delivered under by-law 15(6)(a); (iii) the directorÕs or officerÕs circular; or (iv) any notice of change previously delivered under by-law 15(6)(b); and (b) a signed certificate in the same form as is required to be contained in a directorsÕ circular or directorÕs or officerÕs circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation. 194 Securities Industry (Take-Over) By-Laws, 2005

30. In by-laws 31 and 32 Òsecurities of the offeree issuerÓ meansÑ
    (a) voting or equity securities issued by the offeree issuer that are of the class of securities acquired in an acquisition described in by-law 19(1) or (2); and (b) securities of each class of voting or equity securities that are convertible within the meaning of by-law 2(2)(h) into securities of the class described in paragraph (a).
31. (1) A press release required under by-law 19 shall be
    authorized by a senior officer of the offeror and shall set outÑ (a) the name of the offeror; (b) the number of securities of the offeree issuer that were acquired in the acquisition that gave rise to the requirement under by-law 19(1)(a) or (2)(a) to issue the press release; (c) the beneficial ownership of, and the control and direction over, any of the securities of the offeree issuer, by the offeror and all persons acting jointly or in concert with the offeror, immediately after the acquisition described in subparagraph (b); (d) the name of the market in which the acquisition described in subparagraph (b) took place; (e) the purpose of the offeror and all persons acting jointly or in concert with the offeror in making the acquisition described in subparagraph (b), including any intention of the offeror and all persons acting jointly or in concert with the offeror to increase the beneficial ownership of, or control or direction over, any of the securities of the offeree issuer; (f) if applicable, a description of any change in a material fact set out in a previous press release issued under by-law 19(1)(a) or (2)(a); and (g) the names of all persons acting jointly or in concert with the offeror in connection with the securities of the offeree issuer. (2) A report required under by-law 19(1)(b) or (2)(b) shall be signed by the offeror and shall include the information required by paragraph (1).
32. (1) In this by-law ÒofferorÓ means the offeror referred to in
    by-law 20 that makes the acquisition giving rise to the requirement under by-law 20 to issue a press release or further press release. Securities Industry (Take-Over) By-Laws, 2005 195 Definition for by-laws 31 and 32 Press release concerning acquisitions by offeror Press release by persons other than the offeror under a formal bid

(2) A press release or further press release required under by￾law 20 shall be authorized by a senior officer of the offeror and shall set outÑ (a) the name of the offeror; (b) the number of securities of the offeree issuer that were acquired in the acquisition that gave rise to the requirement under by-law 20 to issue the press release or further press release; (c) the beneficial ownership of, and the control and direction over, any of the securities of the offeree issuer, by the offeror and all persons acting jointly or in concert with the offeror, immediately after the acquisition described in subparagraph (b); (d) the name of the market in which the acquisition described in subparagraph (b) took place; and (e) the purpose of the offeror and all persons acting jointly or in concert with the offeror in making the acquisition described in subparagraph (b), including any intention of the offeror and all persons acting jointly or in concert with the offeror to increase the beneficial ownership of, or control or direction over, any of the securities of the offeree issuer.
33. (1) The information contained in a circular or notice required
by these By-Laws shall be clearly presented and the statements made in the circular or notice shall be divided into groups according to subject matter and the various groups of statements shall be preceded by appropriate headings. (2) The order of items in the appropriate form need not be followed. (3) If practical and appropriate, information in a circular or notice shall be presented in tabular form. (4) All amounts required in a circular or notice shall be stated in both words and figures. (5) Information required by more than one applicable item in the appropriate form need not be repeated. (6) No statement need be made in response to any item in the appropriate form that is inapplicable and negative answers to any item may be omitted except if expressly required by the applicable form. 196 Securities Industry (Take-Over) By-Laws, 2005 Disclosure

34. If the Commission is satisfied on evidence or submissions made
    to the Commission that a chief executive officer or chief financial officer is, for adequate cause, not available to sign a certificate or notice required under these By-Laws, the Commission may permit the certificate or notice to be signed by another responsible officer or director.
35. A circular or notice required under these By-Laws shall be filed
    with the Commission on the same date that it is first sent to security holders of the offeree issuer.
36. The fees payable under these By-Laws are those set out in
    Schedule 2.
    SCHEDULE 1 [By-law 14(9)]
    FORM 1
    TAKE-OVER BID CIRCULAR
    Item 1Ñ Name of Offeror:
    Item 2Ñ Name of Offeree Issuer:
    Item 3Ñ Securities Subject to Bid:
    State the class of securities that are the subject of the bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer. Item 4Ñ Ownership of Securities of Offeree Issuer:
    State the number, designation and percentage of outstanding securities of any class of securities of the offeree issuer owned or over which control or direction is exercised by the offeror and by each director and senior officer of the offeror, and, where known after reasonable enquiry, byÑ (a) each associate of a director or senior officer of the offeror; (b) any person holding more than ten per cent of any class of voting or equity securities of the offeror; and (c) any person acting jointly or in concert with the offeror, or, in each case where no securities are so owned, directed or controlled, a statement to that effect. Item 5Ñ Trading in Securities of Offeree Issuer:
    State, where known after reasonable inquiry has been made, the number and designation of any securities of the offeree issuer traded by the persons referred to in Item 4 during the six-month period preceding the date of the take-over bid, including the purchase or sale price and the date of each such transaction. If no such securities were traded, so state. Item 6Ñ Commitments to Acquire Securities of Offeree Issuer:
    Disclose all arrangements, agreements, commitments or understandings made by the offeror, and, where known after reasonable enquiry, by the persons referred to in Item 4 to acquire voting or equity securities of the offeree issuer, and the terms and conditions of any such arrangements, agreements, commitments or understandings. Securities Industry (Take-Over) By-Laws, 2005 197 Alternate signing authority Timely filing of circular or notice Fees
    Schedule 2

Item 7ÑTerms and Conditions of the Bid:
State the terms of the take-over bid. State, where the obligation of the offeror to take up and pay for securities under the take-over bid is conditional, the particulars of each condition. Item 8ÑPayment for Deposited Securities:
State the particulars of the method and time of payment of the cash or other consideration to be paid for the securities of the offeree issuer. Item 9ÑRight to Withdraw Deposited Securities:
Describe the withdrawal rights of the security holders of the offeree issuer under the bid. State that notice of withdrawal of securities deposited shall be given in a manner that provides the depository designated under the bid with a written or printed copy and shall be actually received by the depository. Item 10ÑArrangements to Pay for Deposited Securities:
State the source of any funds to be used for payment and, if such funds are to be borrowed, the terms of the loan, the circumstances under which it shall be repaid and the proposed method of repayment. Item 11ÑTrading in the Securities to be Acquired:
State the principal market or markets for the securities of the offeree issuer sought to be acquired pursuant to the take-over bid and indicate any change in a principal market that is planned following the bid, including but not limited to listing or de-listing on a securities exchange. Furnish, where reasonably ascertainable, a summary showing in reasonable detail the volume of trading and price range of the securities in the six-month period preceding the date of the take-over bid. State the date that the take-over bid to which this circular relates was announced to the public and the market price of the securities immediately before such announcement. Item 12ÑArrangements Between the Offeror and the Directors and Officers of Offeree Issuer:
State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or senior officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office, if the take-over bid is successful. Item 13ÑMaterial Changes in Affairs of Offeree Issuer:
State the particulars of any information known to the offeror that indicates any material change in the affairs of the offeree issuer since the date of the last published interim or annual financial statement of the offeree issuer. Item 14ÑValuation:
Where a valuation is provided pursuant to a legal requirement or otherwiseÑ (a) include a summary of the valuation disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based; and (b) advise where copies of the valuation are available for inspection and state that a copy of the valuation will be sent to any registered holder of securities of the offeree issuer sought to be acquired upon payment of a charge sufficient to cover copying and postage. 198 Securities Industry (Take-Over) By-Laws, 2005

Item 15ÑSecurities of an Offeror or Other Issuer to be Exchanged for Securities of Offeree Issuer:
(1) Where a take-over bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of an offeror or other issuer, include the information required by the Commission to be contained in a prospectus in respect of the offeror or issuer whose securities are being offered in exchange for the securities of the offeree issuer. (2) Where required by the Commission or under the Act or by-laws to be contained in a prospectus, include the financial statements of the offeror or other issuer required to be included in such prospectus, including, where the consideration is securities of the offerorÑ (a) a pro forma balance sheet and income statement of the offeror giving effect to the exchange of securities as at the date of the most recent balance sheet of the offeror that is included in the circular based on the information in the most recent audited financial statements of the offeree issuer; (b) a description of the basis of preparation of the pro forma financial statements; and (c) the basic and fully diluted earnings per share based on the pro forma financial statements. (3) State the particulars of any information known to the offeror that indicates any material change in the affairs of the offeror or other issuer since the date of the last published interim or annual financial statement of the offeror or other issuer. Item 16ÑRight of Appraisal and Acquisition:
State any rights of appraisal the security holders of the offeree issuer have under the laws governing the offeree issuer and state whether or not the offeror intends to exercise any right of acquisition the offeror may have. Item 17ÑMarket Purchases of Securities:
State whether or not the offeror intends to purchase in the market securities that are the subject of the take-over bid. Item 18ÑMaterial Changes in the Affairs of Offeree Issuer:
Disclose the particulars of any plans or proposals of the offeror for material changes in the affairs of the offeree issuer, including for example, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it with any other business organization or to make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 19ÑOther Material Facts:
DescribeÑ
(a) material facts concerning the securities of the offeree issuer; and (b) any other matter that has not previously been generally disclosed and is known to the offeror but which would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 20ÑJudicial Developments:
Where the take-over bid is an insider bid or where the offeror anticipates that a going private transaction will follow the take-over bid, include reference to recent legal developments, if any, relating to the type of transaction or proposed transaction. Securities Industry (Take-Over) By-Laws, 2005 199

Item 21ÑDisclosure in Accordance with Form 3:
In the case of a take-over bid to which item 20 applies, include the disclosure required by Form 3, appropriately modified. Item 22ÑApproval of Take-Over Bid Circular:
Where the take-over bid is made by or on behalf of an offeror that has directors as defined in these By-Laws, state whether the contents of the take-over bid circular have been approved by its board of directors and whether the sending of the take-over bid circular to the security holders of the offeree issuer has been authorized by its board of directors. Item 23ÑSolicitations:
Disclose any person retained by or on behalf of the offeror to make solicitations in respect of the bid and the particulars of the compensation arrangements. Item 24ÑCertificate:
Include a certificate in the following form signed, where the take-over bid is made by or on behalf of a person, other than an individual, by the chief executive officer, the chief financial officer and on behalf of the board of directors, by any two directors of the person other than the foregoing, all duly authorized to sign* and, where the take-over bid is made by or on behalf of an individual, by the individual:
ÒThe foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was madeÓ. Item 25ÑDate of Take-Over Bid Circular:
FORM 2 [By-law 14(9)]
ISSUER BID CIRCULAR
Item 1ÑName of Issuer:
Item 2ÑSecurities Sought:
State the class and number of securities or principal amount of debt securities sought. Item 3ÑTime Period:
State the dates on which the issuer bid will commence and close. Item 4ÑMethod of Acquisition:
State the method by which the securities will be acquired.
Item 5ÑConsideration Offered:
State the consideration to be offered.
Item 6ÑPayment for Deposited Securities:
State the particulars of the method and time of payment of the consideration. 200 Securities Industry (Take-Over) By-Laws, 2005 ÑÑÑÑ*Where the person or company has fewer than four directors and senior officers, the certificate shall be signed by all of them.

Item 7ÑRight to Withdraw Deposited Securities:
Describe the right to withdraw securities deposited pursuant to the bid. State whether notice of withdrawal of securities deposited has been given in a manner requiring actual receipt of such notice by the depository designated under the bid with a written or printed copy. Item 8ÑSource of Funds:
State the source of any funds to be used for payment and, if such funds are to be borrowed, the terms of the loan, the circumstances under which it shall be repaid and the proposed method of repayment. Item 9ÑParticipation:
Where the issuer bid is for less than all of the outstanding securities of that class, state that if a greater number or principal amount of the securities are tendered than the issuer is bound or willing to take up and pay for, the issuer will take up proportionately, disregarding fractions, according to the number or principal amount of the securities tendered. Item 10ÑReasons for Bid:
State the purpose and business reasons for the issuer bid, and if it is anticipated that the issuer bid will be followed by a going private transaction, describe the proposed transaction. Item 11ÑTrading in Securities to be Acquired:
Furnish, where reasonably ascertainable, a summary showingÑ (a) the name of each securities exchange or other principal market on which the securities sought are traded; (b) in reasonable detail for the twelve months preceding the date of the issuer bid, the volume of trading and price range of the class of the securities sought, or in the case of debt securities the prices quoted, on each principal market; and (c) the date that the issuer bid to which the circular relates was announced to the public and the market price of the securities of the issuer immediately before such announcement. Indicate any change in a principal market or markets that is planned following the bid. Item 12ÑOwnership of Securities of Issuer:
State the number, designation and the percentage of outstanding securities of any class of securities of the issuer owned or over which control or direction is exercised by each director and senior officer of the issuer, and, where known after reasonable enquiry, byÑ (a) each associate of a director or senior officer of the issuer; (b) any person holding more than ten per cent of any class of voting or equity securities of the issuer; and (c) any person acting jointly or in concert with the issuer, or, in each case where none are so owned, directed or controlled, a statement to that effect. Item 13ÑCommitments to Acquire Securities of Issuer:
Disclose all arrangements, agreements, commitments or understandings made by the issuer and, where known after reasonable enquiry, by the persons referred to in Item 12, to acquire voting or equity securities of the issuer, and the terms and conditions of any such arrangements, agreements, commitments or understandings. Securities Industry (Take-Over) By-Laws, 2005 201

Item 14ÑAcceptance of Bid:
Where known after reasonable inquiry, state the name of every person named in Item 12 who proposes to tender or accept the issuer bid and the number of securities in respect of which the person proposes to accept the bid. Item 15ÑBenefits from Bid:
State the direct or indirect benefits to any of the persons named in Item 12 of accepting or refusing to accept the issuer bid. Item 16ÑMaterial Changes in the Affairs of Issuer:
Disclose the particulars of any plans or proposals for material changes in the affairs of the issuer, including, for example, any contract or agreement under negotiation, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it with any other business organization or to make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 17ÑOther Benefits to Insiders, Affiliates and Associates:
If any material changes or subsequent transactions are contemplated, as described in Item 10 or 16, state if known, any specific benefit, direct or indirect, as a result of such changes or transactions to any of the persons named in Item 12. Item 18ÑArrangements Between Issuer and Security Holder:
Provide the details of any contract, arrangement or understanding, formal or informal, between the issuer andÑ (a) any security holder of the issuer with respect to the issuer bid; and (b) any person with respect to any securities of the issuer in relation to the issuer bid. Item 19ÑPrevious Purchases and Sales:
State the number and designation of any securities of the issuer purchased or sold by the issuer, excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights during the twelve months preceding the date of the issuer bid, including the purchase or sale price, the date and purpose of each transaction. Item 20ÑFinancial Statements:
(1) If the most recently available interim financial statements have not been delivered to security holders of the issuer, include the interim financial statements. If interim financial statements are not included, include a statement that the most recent interim financial statements will be sent without charge to anyone requesting them. (2) Where interim financial statements are included, include a report of the chief financial officer of the offeree issuer, stating whether in the opinion of the chief financial officer, the financial statements present fairly the financial position of the offeree issuer and the results of its operations for the period under review. Item 21ÑValuation:
Where a valuation is provided pursuant to a legal requirement or otherwiseÑ (a) include a summary of the valuation, disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based; and (b) advise where copies of the valuation are available for inspection and state that a copy of the valuation will be sent to any registered security holder upon payment of a nominal charge sufficient to cover printing and postage. 202 Securities Industry (Take-Over) By-Laws, 2005

Item 22ÑSecurities of Issuer to be Exchanged for Others:
Where an issuer bid provides that the consideration for the securities of the issuer is to be, in whole or in part, different securities of an issuer, include the information required by the Commission to be contained in a prospectus in respect of the issuer. Item 23ÑApproval of Bid:
State whether the issuer bid circular has been approved by the issuerÕs board of directors, disclosing the name of any director of the issuer who has informed the board of directors in writing of his or her opposition to the issuer bid and whether the delivery of the issuer bid circular to the security holders of the issuer has been authorized by the issuerÕs board of directors. Where the issuer bid is part of a transaction or to be followed by a transaction required to be approved by minority security holders, state the nature of the approval required. Item 24ÑPrevious Distribution:
If the securities of the class subject to the issuer bid were distributed during the five years preceding the bid, state the distribution price per share and the aggregate proceeds received by the issuer or selling security holder. Item 25ÑDividend Policy:
State the frequency and amount of dividends with respect to shares of the issuer during the two years preceding the date of the issuer bid, any restrictions on the issuerÕs ability to pay dividends and any plan or intention to declare a dividend or to alter the dividend policy of the issuer. Item 26ÑTax Consequences:
Provide a general description of the tax consequences of the issuer bid under the Income Tax Act or any other taxing legislation to the issuer and to the security holders of any class affected. Item 27ÑExpenses of Bid:
Provide a statement of the expenses incurred or to be incurred in connection with the issuer bid. Item 28ÑJudicial Developments:
Include reference to recent legal developments if any, relating to the type of transaction or proposed transaction. Item 29ÑOther Material Facts:
Describe anyÑ
(a) material facts concerning the securities of the issuer; and (b) any other matter not disclosed in the foregoing that has not previously been generally disclosed and is known to the issuer but which would reasonably be expected to affect the decision of the security holders of the issuer to accept or reject the offer. Item 30ÑSolicitations:
Disclose any person retained by or on behalf of the issuer to make solicitations in respect of the bid and the particulars of the compensation arrangements. Securities Industry (Take-Over) By-Laws, 2005 203

Item 31ÑCertificate:
Include a certificate in the following form signed by the chief executive officer and the chief financial officer of the issuer, and on behalf of the board of directors, by any two directors of the issuer other than the foregoing, all duly authorized to sign:* ÒThe foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.Ó Item 32ÑDate of Issuer Bid Circular:
FORM 3 [By-law 15(8)]
DIRECTORSÕ CIRCULAR
Item 1ÑName of Offeror:
Item 2ÑName of Offeree Issuer:
Item 3 ÑNames of Directors of the Offeree Issuer:
Item 4ÑOwnership of Securities of Offeree Issuer:
State the number, designation and the percentage of outstanding securities of any class of securities of the offeree issuer owned or over which control or direction is exercised by each director or senior officer of the offeree issuer, and, where known after reasonable enquiry, byÑ (a) each associate of a director or senior officer of the offeree issuer; (b) any person holding more than ten per cent of any class of voting or equity securities of the offeree issuer; and (c) any person acting jointly or in concert with the offeree issuer, or, in each case where none are so owned, directed or controlled, a statement to that effect. Item 5ÑAcceptance of Take-Over Bid:
Where known after reasonable enquiry, state the name of every person named in Item 4 who has accepted or intends to accept the offer and the number of securities in respect of which such person has accepted or intends to accept the offer. Item 6ÑOwnership of Securities of Offeror:
Where a take-over bid is made by or on behalf of an offeror that is an issuer, state the number, designation and percentage of outstanding securities of any class of securities of the offeror owned or over which control or direction is exercised by the offeree issuer, by each director and senior officer of the offeree issuer, and, where known after reasonable enquiry, byÑ (a) each associate of a director or senior officer of the offeree issuer; (b) any person holding more than ten per cent of any class of voting or equity securities of the offeree issuer; and (c) any person acting jointly or in concert with the offeree issuer, or, in each case where none are so owned, directed or controlled, a statement to that effect. 204 Securities Industry (Take-Over) By-Laws, 2005 ÑÑÑÑ *Where the issuer has fewer than four directors and senior officers, the certificates shall be signed by all of them.

Item 7ÑRelationship Between the Offeror and the Directors and Senior Officers of the Offeree Issuer:
State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or senior officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office if the take-over bid is successful. State also, whether any directors or senior officers of the offeree issuer are also directors or senior officers of the offeror or any subsidiary of the offeror and identify such persons. Item 8ÑAgreement Between Offeree Issuer and Officers and Directors:
State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeree issuer and any of the directors or senior officers of the offeree issuer pursuant to which a payment or other benefit is to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office if the take-over bid is successful. Item 9ÑInterests of Directors and Senior Officers of the Offeree Issuer in Material Contracts of the Offeror:
State whether any director or senior officer of the offeree issuer and their associates and, where known to the directors or senior officers after reasonable inquiry, whether any person who owns more than ten per cent of any class of voting or equity securities of the offeree issuer for the time being outstanding, has any interest in any material contract to which the offeror is a party, and if so, state particulars of the nature and extent of such interest. Item 10ÑTrading by Directors and Officers:
(1) State the number of securities of the offeree issuer traded, the purchase or sale price and the date of each transaction during the six-month period preceding the date of the directorsÕ circular by the offeree issuer and each director and senior officer of the offeree issuer, and, where known after reasonable enquiry, byÑ (a) each associate of a director or senior officer of the offeree issuer; (b) any person holding more than ten per cent of a class of voting or equity securities of the offeree issuer; and (c) any person acting jointly or in concert with the offeree issuer. (2) Disclose the number and price of securities of the offeree issuer of the class of securities subject to the bid or convertible into securities of that class that have been issued to the directors and senior officers of the issuer during the two-year period preceding the date of the circular. Item 11ÑAdditional Information:
If any information required to be disclosed by the take-over bid circular prepared by the offeror has been presented incorrectly or is misleading, supply any additional information within the knowledge of the offeree issuer which would make the information in the circular correct or not misleading. Item 12ÑMaterial Changes in the Affairs of Offeree Issuer:
State the particulars of any information known to any of the directors or senior officers of the offeree issuer that indicate any material change in the affairs of the offeree issuer since the date of the last published interim or annual financial statement of the offeree issuer. Securities Industry (Take-Over) By-Laws, 2005 205

Item 13ÑValuation:
For each prior valuation completed within the twenty-four months preceding the date of the bid, and for each formal valuation made after the date of the bid, that the offeree issuer has access to, or is in the possession or control of the offeree issuer, to the extent such valuations are not disclosed in a take-over bid circularÑ (a) include a summary of the valuation, disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based; and (b) advise where copies of the valuation are available for inspection and state that a copy of the valuation will be sent to any registered security holder upon payment of a nominal charge sufficient to cover copying and postage. Item 14ÑOther Information:
State the particulars of any other information not disclosed in the foregoing but known to the directors which would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 15ÑRecommending Acceptance or Rejection of Bid:
Include either a recommendation to accept or reject the take-over bid and the reasons for such recommendation, including the extent to which the board of directors relied on any formal valuation or prior valuation, or a statement that the board of directors is unable to make or is not making a recommendation and if no recommendation is made, the reasons for not making a recommendation. Where a board of directors of an offeree issuer is considering recommending acceptance or rejection of a take-over bid at the time of sending a directorsÕ circular, state that fact and, if desired, advise the security holders of the offeree issuer not to tender their securities until a further communication is received from the directors. Item 16ÑResponse of Offeree Issuer:
(1) Describe any transaction, board resolution, agreement in principle or signed contract of the offeree issuer in response to the bid. (2) Disclose whether there are any negotiations underway in response to the bid which relate to or would result inÑ (a) an extraordinary transaction such as a merger or reorganization involving the offeree issuer or a subsidiary; (b) the purchase, sale or transfer of a material amount of assets by the offeree issuer or a subsidiary; (c) an issuer bid for or other acquisition of securities by or of the offeree issuer; or (d) any material change in the present capitalization or dividend policy of the offeree issuer. If there is an agreement in principle, give full particulars. Item 17ÑApproval of DirectorsÕ Circular:
State that the contents of the directorsÕ circular have been approved by the directors of the offeree issuer and that the delivery of the directorsÕ circular has been authorized by the directors of the offeree issuer. Item 18ÑFinancial Statements:
Where unaudited financial statements of the offeree issuer are included in a directorsÕ circular, include a report of the chief financial officer of the offeree issuer, stating whether in the opinion of the chief financial officer the financial statements present fairly the financial position of the offeree issuer and the results of its operations for the period under review. 206 Securities Industry (Take-Over) By-Laws, 2005

Item 19ÑCertificate:
Include a certificate in the following form signed by two directors of the issuer, duly authorized to sign on behalf of the board:
ÒThe foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.Ó. Item 20ÑDate of DirectorsÕ Circular:
FORM 4 [By-law 15(8)]
DIRECTORS OR OFFICERS CIRCULAR
Item 1ÑName of Offeror:
Item 2ÑName of Offeree Issuer:
Item 3ÑName of Director or Officer of Offeree Issuer:
State the name of each director or officer delivering the circular. Item 4ÑOwnership of Securities of Offeree Issuer:
State the number, designation and percentage of outstanding securities of any securities of the offeree issuer owned or over which control or direction is exercised by the director or officer and, where known after reasonable enquiry, by the associates of the director or officer or, in each case where none is so owned, a statement to that effect. Item 5ÑAcceptance of Bid by Director or Officer:
State whether the director or officer of the offeree issuer and whether any associate of such director or officer whose acceptance is known to the director or officer, after reasonable inquiry, has accepted or intends to accept the offer in respect of any securities of the offeree issuer sought to be acquired, and state the number of the securities in respect of which the director or officer, or where known, any associate, has accepted or intends to accept the offer. Item 6Ñ Securities of Offeror Owned by Director or Officer:
Where a take-over bid is made by or on behalf of an issuer, state the number, designation and percentage of outstanding securities of any securities of the offeror owned or over which control or direction is exercised by the director or officer, or, where known after reasonable inquiry, by the associates of such director or officer. Item 7ÑArrangements between Offeror and Director or Officer:
State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeror and the director or officer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or as to the directorÕs or officerÕs remaining in or retiring from office if the take-over bid is successful. State whether the director or officer is also a director or senior officer of the offeror or any subsidiary of the offeror. Item 8ÑArrangements between Offeree Issuer and Director or Officer:
State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeree issuer and the director or officer pursuant to which a payment or other benefit is to be made or given by way of compensation for loss of office or as to his remaining in or retiring from office if the take￾over bid is successful. Securities Industry (Take-Over) By-Laws, 2005 207

Item 9ÑInterests of Director or Officer in Material Contracts of Offeror:
State whether or not the director or officer or the associates of the director or officer have any interest in any material contract to which the offeror is a party, and if so, state particulars of the nature and extent of such interest. Item 10ÑValuation:
For each prior valuation completed within the twenty-four months preceding the date of the bid, and for each formal valuation made after the date of the bid, that the director or officer has access to, or is in the possession or control of the director or officer, to the extent such valuations are not disclosed in a take-over bid circular or directorsÕ circularÑ (a) include a summary of the valuation, disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based; and (b) advise where copies of the valuation are available for inspection and state that a copy of the valuation will be sent to a registered security holder upon payment of a nominal charge sufficient to cover copying and postage. Item 11ÑAdditional Information:
If any information required to be disclosed by the take-over bid circular prepared by the offeror has been presented incorrectly or is misleading, supply any additional information within the knowledge of the director or officer which would make the information in the circular correct or not misleading. Item 12ÑMaterial Changes in the Affairs of Offeree Issuer:
State the particulars of any information known to the director or officer that indicates any material change in the affairs of the offeree issuer since the date of the last published interim or annual financial statement of the offeree issuer and not previously generally publicly disclosed or in the opinion of the director or officer not adequately disclosed in the take-over bid circular or directorsÕ circular. Item 13ÑOther Information:
State the particulars of any other information not disclosed in the foregoing but known to the director or officer which would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 14ÑRecommendation:
State the recommendation of the director or officer and the reasons for the recommendation including the extent to which the director or officer relied on any formal valuation or prior valuation. Item 15ÑCertificate:
Include a certificate in the following form signed by or on behalf of each director or officer sending the circular:
ÒThe foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.Ó Item 16ÑDate of DirectorÕs or OfficerÕs Circular:
208 Securities Industry (Take-Over) By-Laws, 2005

(By-law 36)
SCHEDULE 2
FEES
(1) Filing of a take-over bid or issuer bid circular under by-law 14 $15,000.00 (2) Filing of a notice of change or variation under by-law 14(2) $ 1,000.00 or by-law 14 (4) Dated this 7th day of February, 2005. P. MANNING Minister of Finance Laid in the House of Representatives this day of , 2005. Clerk of the House Laid in the Senate this day of , 2005. Clerk of the Senate Securities Industry (Take-Over) By-Laws, 2005 209 PRINTED BY THE GOVERNMENT PRINTER, PORT-OF-SPAIN REPUBLIC OF TRINIDAD AND TOBAGOÑ2005