Karrin Ann Powys-Lybbe

This application sought court approval for a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act, involving Noranda Income Fund, 1884699 Ontario Inc., and Glencore Canada Corporation.

The arrangement facilitated Glencore's acquisition of all issued and outstanding priority units of the Fund for $1.98 per unit.

The court addressed the jurisdictional question regarding arrangements involving trusts, concluding it had jurisdiction under section 60 of the Trustee Act, applying an analogous test to corporate arrangements.

The court found the arrangement met the three requirements for approval: compliance with statutory and court-ordered requirements, good faith, and fairness and reasonableness, supported by independent advice, strong unitholder approval, and no dissent.

The application was granted.

The applicant sought a temporary cease trade order against an insider bid made by the respondent, alleging the respondent failed to obtain a formal valuation as required by MI 61-101.

The applicant argued the respondent possessed undisclosed material information, specifically confidential power purchase agreement pricing and wind speed data.

The Commission found the applicant failed to provide prima facie evidence that the information was material, noting the applicant's own Directors' Circular stated there was no undisclosed material information.

The Commission dismissed the request for a temporary cease trade order and granted the respondent's cross-motion to dismiss the application.