Clause 2
Amendment of section 4
Section 4 of the Companies Act is amended —
by inserting, immediately after the definition of “private company” in subsection (1), the following definition:“ “profile statement” means a profile statement referred to in section 45A;”;
by inserting, immediately after the definition of “repealed written laws” in subsection (1), the following definition:“ “replacement document” means a replacement prospectus or a replacement profile statement referred to in section 50A(1), as the case may be;”;
by inserting, immediately after the definition of “statutory report” in subsection (1), the following definition:“ “supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 50A(1), as the case may be;”; and
by deleting subsection (6) and substituting the following subsection:“(6) Any reference in this Act to offering shares or debentures, or units of shares or debentures, to the public or to issuing an invitation to the public in respect of shares or debentures, or units of shares or debentures, shall, unless the contrary intention appears, include a reference to offering shares or debentures, or units of shares or debentures, to any section of the public or to issuing an invitation to any section of the public, as the case may be, whether selected as clients of the person making the offer or issuing the invitation or in any other manner, but does not include the following:
an offer or invitation to enter into an underwriting agreement, whether or not relating to shares or debentures, or units of shares or debentures, that have been previously issued;
an offer or invitation made to existing members or debenture holders of a corporation which —
relates to shares in or debentures of that corporation, or to units of such shares or debentures; and
is not an offer or invitation to which section 47 applies; and
an offer made to existing members of a company under section 306 which relates to shares, or units of shares, in the company.”.