here - Montreal Gazette

CANADA
PROVINCE OF QUEBEC
DISTRICT OF MONTREAL
No: SCO-/7-0bOS73 -lOS-
SUPERIOR COURT
O'LEARY FUNDS MANAGEMENT LP, a
limited partnership constituted under the laws
of Ontario, having its place of business at 1010
Sherbrooke St. West, Suite 1700, in the City of
Montréal, Province of Québec, H3A 2R 7,
acting by its general partner O'LEARY
FUNDS MANAGEMENT INC.
and
O'LEARY FOUNDER'S SERIES INCOME
GROWTH FUND, an investment trust
govemed by the laws of the Province of
Ontario, having its place of business at 1010
Sherbrooke St. West, Suite 1700, in the City of
Montréal, Province of Québec, H3A 2R7
&
and
O'LEARY
CANADIAN
INCOME
OPPORTUNITIES FUND, an investment
trust govemed by the laws of the Province of
Ontario, having its place of business at 1010
Sherbrooke St. West, Suite 1700, in the City of
Montréal, Province of Québec, H3A 2R7
and
O'LEARY CANADIAN EQUITY INCOME
FUND, an investment trust govemed by the
laws of the Province of Ontario, having its
place of business at 10 10 Sherbrooke St. West,
Suite 1700, in the City of Montréal, Province
of Québec, H3A 2R7
and
O'LEARY STRATEGIC YIELD FUND, a
mutual fund trust govemed by the laws of the
Province of Ontario, having its place of
-2-
°
business at 1 10 Sherbrooke St. West, Suite
1700, in the City of Montréal, Province of
Québec, H3A 2R7
and
O'LEARY GLOBAL INFRASTRUCTURE
YIELD FUND, a mutual fund trust govemed
by the laws of the Province of Ontario, having
its place of business at 1 10 Sherbrooke St.
West, Suite 1700, in the City of Montréal,
Province of Québec, H3A 2R7
°
Plaintiffs
vs.
BORALEX INC., a legal person incorporated
under the laws of Canada, having its place of
business at 772 Sherbrooke St. West, Suite
200, in the City of Montréal, Province of
Québec, H3A 101
and
7503679 CANADA INC., a legal person
incorporated under the laws of Canada, having
its place of business at 772 Sherbrooke St.
West, Suite 200, in the City Montréal,
Province of Québec, H3A 101
and
BORALEX POWER INCOME FUND, an
unincorporated, open-ended limited purpose
trust established under the laws of Province of
Québec, having its place of business at 772
Sherbrooke St. West, Suite 200, in the City
Montréal, Province of Québec, H3A 101
Defendants
and
-3-
COMPUTERSHARE TRUST COMPANY
OF CANADA, a legal person incorporated
under the laws of Canada, having its place of
business at 1500 University, Suite 700, in the
City of Montréal, Province of Québec, H3A
3S8
and
CDS CLEARING AND DEPOSITORY
SERVICES INC., a legal person incorporated
under the laws of Canada, having its place of
business at 600 Blvd. de Maisonneuve West,
Suite 210, in the City of Montréal, Province of
Québec, H3A 3J2
Impleaded Parties
MOTION INTRODUCTORY OF SUIT
A.
INTRODUCTION
1.
The PlaintifTs are asking this Court to prevent the Defendants from illegally expropriating
over four million Units (as defined below) owned by the Plaintiffs in the Defendant
Boralex Power Income Fund (the "Fund");
2.
The Defendants are threatening to expropriate su ch Units in the context of a takeover bid
in which the Defendants have a contlict of interest, and in respect of which the
consideration offered is inadequate and below the fair value of these Units. The Plaintiffs
have not accepted this bid and are legally entitled to retain their Units;
3.
These Units, together with Units owned by other investors (many of whom are
individuals who hold their Units directly, in retirement savings plans or through mutual
funds), were issued pursuant to a Trust Agreement (as defined below) which specifically
provides that the offeror under a takeover bid can only proceed to the compulsory
acquisition of Units of offerees who have not accepted the bid if the takeover offer has
been accepted by unitholders holding 90% of the Units (excluding Units held by the
offeror, and its affiliates and associates);
4.
The Defendants, being aware that the priee offered is inadequate and that the Plaintiffs
are not willing to accept the takeover bid at its CUITent price, are attempting to circumvent
this protective 90% threshold by amending the Trust Agreement by way of a written
resolution to be adopted by holders of Units representing as Iittle as 66 2/ 3% of the Units,
including the Units held by the Defendant Boralex Inc. ("Boralex"). This is
- 4-
unreasonable, abusive, contrary to the terms and the intent of the Trust Agreement, and
contrary to law;
5.
The Defendants, who are acting in a conflict of interest, are seeking to unjustly prefer
their interests over the interests of other unitholders;
B.
THE PARTIES
The P/aintiffs
6.
The Plaintiff O'Leary Fund Management LP ("O'Leary") is a limited partnership which
manages various investment funds including the Plaintiffs O'Leary Founder's Series
Income & Growth Fund, O'Leary Canadian Income Opportunities Fund, O'Leary
Canadian Equity Income Fund, O'Leary Strategic Yield Fund and O'Leary Global
Infrastructure Yield Fund (collectively, the "O'Leary Funds"). O'Leary Funds holds in
aggregate over 4 million Units of the Defendant Boralex Power Income Fund
(representing approximately 9.09% of the Fund's outstanding Units). The registered
office of the Plaintiffs is 1010 Sherbrooke Street West, Suite 1700, Montréal, Québec,
H3A 2R7;
Bora/ex Ine.
7.
The Defendant Boralex is a major independent power producer whose core business is
the development and operation of power stations that generate renewable energy. The
registered office of Boralex is located at 772 Sherbrooke Street West, Suite 200,
Montréal, Québec, H3A 1G 1. A copy of a CIDREQ report of Boralex is attached
herewith as Exhibit P-l;
7503679 Canada Ine.
8.
The Defendant 7503679 Canada Inc. ("7503679") is a wholly owned subsidiary of
Boralex, formed by Boralex solely for the purposes of making the takeover bid referred
to in Section E below. A copy of a CIDREQ report of 7503679 is attached herewith as
Exhibit P-2;
Bora/ex Power Ineome Fund
9.
The Fund is an unincorporated, open-ended limited purpose trust (commonly referred to
as an Income Trust) established under the laws of the Province of Québec by a trust
agreement dated as of on December 20, 2001 (the "Trust Agreement"). A copy of the
Trust Agreement is attached herewith as Exhibit P-3;
10.
The Fund owns ten power generating stations located in the province of Québec and the
United States, producing energy from different sources including wood-residue or natural
gas-fired thermal and cogenerating facilities, as well as hydroelectric power stations;
-5-
Il.
The Fund has no employees. Its assets are managed by, and the Fund is administered
through, Boralex Power Inc. ("BPI"), a wholly owned subsidiary of the Defendant
Boralex. The registered office of the Fund is located at 36 Lajeunesse St., Kingsey Falls,
Québec, JOA IBO, and its principal office is located at 772 Sherbrooke Street West,
Suite 200, Montréal, Québec, H3A 1G 1. A copy of the annual information form of the
Fund for the year ended December 31, 2009 is attached herewith as Exhibit P-4;
12.
The units of the Fund (the "Uoits") are listed for trading on the TSX under the symbol
"BPT.UN". There are 59,067,992 Units, consisting of 45,300,002 ordinary Units and
13,767,990 Class B Units of Boralex Power Limited Partnership (an entity controIled by
the Fund), which are exchangeable on a one-for-one basis for ordinary Trust Units and
which effectively vote together with the ordinary Trust Units on aIl matters. The Class B
Units are owned by Defendant Boralex and represent 23.3% of the total Units. A large
part of the remainder of the Units are owned by smaIl private investors who own their
Units directly, in retirement savings plans or through mutual funds;
13.
The ordinary Units represent the undivided beneficial ownership interest of the holders
thereof in the Fund. The ordinary Units were issued in "book entry only" form; the sole
registered owner of all of the ordinary Units is CDS Clearing and Depository Services
Inc. ("CDS") and no unitholder is entitled to hold its Units directly;
Computershare Trust Company of Canada
14.
Computershare Trust Company of Canada ("Computershare") is the trustee of the Fund.
It also acts as transfer agent and registrar for the Units;
CDS Clearing and Depository Services Inc.
15.
CDS operates the automated facilities for clearing of securities transactions and custory
of securities. It is also the sole registered owner of aIl of the ordinary Units, as explained
above;
C.
THE CREATION OF THE FUND BY BORALEX
16.
The Fund was created in 2002 under the initiative of Boralex, which was a promoter of
the Fund. The assets currently held by the Fund are for the most part assets which used to
be owned by Boralex and which were transferred to the Fund upon its creation;
17.
The Units were issued to the general market pursuant to:
a)
a prospectus dated February 6, 2002 (the "2002 Prospectus") relating to the
issuance of 25,000,000 Units at a price of $10.00 per unit, for a total amount of
$250,000,000. A copy of the 2002 Prospectus is attached herewith as Exhibit P5; and
b)
a short form prospectus dated July 18, 2003 (the "2003 Prospectus") relating to
the issuance ofl6,875,000 Units at a price of $9.80 per unit, for a total amount of
- 6-
$165,375,000. A copy of the 2003 Prospectus is attached herewith as Exhibit P6',
D.
THE TRUST AGREEMENT
18.
The Trust Agreement creates substantial and important rights in favour of the unitholders;
19.
In particular, Section 6.29 of the Trust Agreement sets out the rights of the unitholders in
the event of a takeover bid for the Fund, and provides that an offeror may only acquire
the Units of unitholders who have not accepted the takeover bid if unitholders other th an
the offeror under the takeover bid (and its affiliates or associates) holding more than 90%
of the Units have accepted the bid:
(b) !b within 120 days after the date of a take-over bid for ail of
the outstanding Trust Units including Trust Units issuable upon
conversion, exercise or exchange of Exchangeable Securities), the
bid is accepted by the holders of not less than 90% of the
outstanding Trust Vnits and the Trust Units issuable upon the
exchange, conversion or exercise of any outstanding Exchangeable
Securities, taken together, other than the outstanding Trust
Vnits and the Trust Units issuable upon the exchange, conversion
or exercise of any outstanding Exchangeable Securities held at the
date of the take-over bid by or on behalf of, or issuable to, the
offeror or an affiliate or associate of the offeror the offeror is
cntitIed, on complying with this section 6.29, to acguire the
Trust Vnits held by the non-tendering offerees and the Trust
Units issuable under any outstanding Exchangeable Securities.
(emphasis added)
as appears from Exhibit P-3;
20.
This is an important and substantial protection in favour of minority unitholders,
including the many small retail investors who hold Units personally, through retirement
plans or mutual funds, particularly given the conflicts of interest inherent in the structure
of the Fund, as set out in paragraph 30 below;
21.
Other than Section 6.29, the Trust Agreement contains no provision allowing for the
expropriation of a unitholder's Units without the unitholders' consent;
22.
While Section Il .1 of the Trust Agreement (Exhibit P-3) provides that the provisions of
the Trust Agreement may be amended in certain circumstances by way of a Special
Resolution (defined in the The Trust Agreement as a resolution signed by the holders of
not less than two-thirds of the Units and Special Trust Units entitled to vote on such
resolution), Section Il.1 does not permit an amendment of the 90% protective threshold
referred to above, and in any event Boralex would not be entitled to vote on such an
amendment;
-7-
E.
THE T AKEOVER BID
23.
Boralex has caused 7503649 Canada Inc. to launch a takeover bid (the "Offer") for all of
the issued and outstanding Units of the Fund, except for all of the outstanding Special
Units (aB of which are owned by Boralex), on the basis of 0.05 of a $100 principal
amount convertible debenture of Boralex (the "Convertible Debentures") per Unit. A
copy of the Take-Over Bid Circular dated May 18, 2010 is attached herewith as Exhibit
P-7. A copy of the Trustee's circular recommending acceptance of the Offer is attached
herewith as Exhibit P-8;
24.
The offeror amended the Offer dated May 18, 2010, by notice of extension dated June 28,
2010 (a copy of which is attached herewith as Exhibit P-9), by notice of extension and
variation dated July 17, 2010 (a copy of which is attached herewith as Exhibit P-IO), by
notice of extension dated July 30, 2010 (a copy of which is attached herewith as Exhibit
P-ll), by notice of extension dated August 13, 2010 (a copy of which is attached
herewith as Exhibit P-12) and most recently on August 26,2010 (as appears from a copy
of a press release attached herewith as Exhibit P-13);
25.
Pursuant to the first amendment to the Offer, the Convertible Debentures will bear
interest at an annual rate of 6.75% payable semi-annually on June 30 and December 31 in
each year commencing December 31, 2010, and will mature on June 30, 2017. The
Convertible Debentures will be unsecured, and the payment of the principal of, and
interest on, the Convertible Debentures will be subordinated in right of payment to the
prior payment in full of all senior indebtedness. Each Convertible Debenture will be
convertible into common shares of Boralex (the "Boralex Shares") at the option of the
holder at any time prior to the close of business on the earlier of the maturity date and the
business day immediately preceding the date specified by Boralex for redemption of the
Convertible Debentures, at a conversion price of $12.50 per Boralex Share;
26.
Pursuant to the second amendment, the Offer was amended by offering, at the election of
the unitholders, $5.00 consideration per Unit in the form of (a) cash, or (b) Convertible
Debentures, in each case subject to proration. The maximum amount of cash payable
under the amended Offer and any subsequent compulsory acquisition or subsequent
acquisition transaction is $90.6 million and the maximum aggregate principal amount of
Convertible Debentures is $135.9 million;
27.
The consideration offered, even after these marginal modifications, do es not represent
fair and adequate value for the Units;
F.
THE CONFLICT OF INTEREST OF BORALEX AND ITS INSIDERS
28.
The Take-Over Bid Circular and the Trustee's Circular discloses that Boralex expressed
its interest to acquire the Fund on January 7,2010, although this was not disclosed to the
public until the takeover bid was made. This was less than one month after the Board of
Trustees of the Fund (which includes the Chairman, the President and Chief Executive
Officer, and one other director of Boralex) decided to reduce the distribution to
-8-
unitholders from $0.70 to $0.40 per trust unit on an annualized basis, starting with the
distribution to be declared in January 2010;
29.
Boralex owns 23% of the Fund and as such is an insider of the Fund. As stated above, the
Chairman of the Board, the President and Chief Executive Officer, and one other director
of Boralex (for a total ofthree directors of Boralex) are Trustees of the Fund. Of the eight
Trustees of the Fund, three are insiders of Boralex;
30.
By making the Offer, Boralex placed itself in a profound conflict of interest:
i)
As the party which was the originator and a promoter of the Fund, which created
its structure, promoted it to other parties including retail investors, and profited
from its creation, marketing and sale, it generated over $400 million in gross
proceeds from the sale ofUnits of the Fund;
ii)
Boralex established the terms of the Trust Agreement and included therein, such
that the Units would be marketable and desired by investors, rights in favour of
unitholders, including the important 90% threshold for any compulsory
acquisition following a take-over bid provided for in Section 6.29 of the Trust
Agreement;
iii)
Boralex also became, through its wholly owned subsidiary BPI, the administrator
of the Fund and the manager of its assets and has eamed millions of dollars in
such capacities;
iv)
The Fund is completely dependent on Boralex for its management and direction,
including in respect of the Offer;
v)
Boralex now seeks, for its own benefit and to the detriment of the Plaintiffs and
other unitholders, to dramatically decrease the 90% threshold for compulsory
acquisition of the holders of Units who do not accept its Offer, which is for a
priee equal to approximately 50% of the price at which the Units were originally
issued;
31.
Defendants should have taken all steps necessary to ensure that the rights of minority
unitholders were fully protected, and that the protective 90% threshold for compulsory
acquisition provided by the Trust Agreement was adhered to. In fact, they have do ne
exactly the opposite;
32.
While in view of the conflict of interest of Boralex, a special committee of the Board of
Trustees of the Fund was formed to deal with the Offer, the fact remains that the Offer
and the process thereof is fundamentally tlawed, and fails to achieve the best possible
price for unitholders;
33.
It also appears that the valuation and faimess opinion put forward by the Defendants in
connection with the takeover bid out was based on information and assumptions provided
-9-
by Boralex and/or insiders of Boralex, which were not independently verified. While the
Special Committee retained CIBC World Markets Inc. ("CIBC World Markets") as its
tinancial advisor, no fairness opinion ofCIBC World Markets has been published, and no
explanation has been provided as to why no such opinion was made available to the
market;
34.
On or about August 12, 2010, O'Leary, through its former attorneys, filed before the
Bureau de Decision et de Revision (the "Bureau") a Motion for Relief and Interim Relief
under Sections 233.2, 264, and 265 of the Securities Act, as appears from a copy of such
proceeding attached herewith as Plaintiffs' Exhibit P-14;
35.
In response, the Special Committee brought a Motion to Dismiss the Application of the
Plaintiff on the grounds that it was allegedly not timely and that hearing such application
on August 13,2010 would deprive the Fund ofits right to be heard;
36.
On August 13, the Bureau maintained the Motion to Dismiss. The Bureau did not hear
and did not render a decision on the merits ofthe Plaintiffs Application;
37.
The relief sought in the present action is different from the relief sought before the
Bureau;
G.
BORALEX'S
ATTEMPTS
TO
CIRCUMVENT
THE
PROTECTIONS CONTAINED IN THE TRUST AGREEMENT
38.
In its own self interest, Boralex inserted, into the Offer, a mechanism to circumvent the
90% protective threshold provided for in Section 6.29 of the Trust Agreement, to the
detriment of the other unitholders of the Fund, including the Plaintiffs. This mechanism
takes the form of a proposed amendment to the Trust Agreement by way of a special
resolution in writing, to be signed by unitholders holding 662/3% or more of the
outstanding Units, which would reduce the 90% protective threshold to 66 2/ 3%, thereby
depriving non-accepting unitholders of the important protection established by the Trust
Agreement. A copy of a letter of acceptance and transmittal, which contains the text of
the proposed special resolution, is attached herewith as Exhibit P-15;
39.
Unlike the protective 90% threshold contained in the Trust Agreement which excludes
Units held by an offeror, the proposed 662/ 3 % acceptance threshold expressly includes the
Units held by Boralex. Therefore, the real effect of this amendment, is to reduce the
protective 90% acceptance threshold to less than 57% of the Units held by unitholders
other than Boralex, making a mockery ofthe protective threshold;
40.
This was done by Boralex entirely in its own self interest, so that it could make the lowest
possible offer, entice unitholders representing little more than the majority of the Units to
accept, and then expropriate the Units of other unitholders, including the Plaintiffs, who
are not prepared to accept the Offer;
MINORITY
- 10-
41.
Boralex did aIl of this notwithstanding the fact that it was the party that created, promoted
and marketed the Fund in the first place, protited handsomely from its creation, gave
minority unitholders the important protective 90% acceptance threshold (and explicitly
marketed the units on the basis of this protection), profited handsomely subsequent to the
creation of the Fund through its role as manager and administrator, and is now trying to
force unitholders out for approximately 50% of the initial issuance price of the Units;
42.
The general amendment provision contained in the Trust Agreement (which does allow
for the amendment of the Trust Agreement with the agreement of 66 2/ 3 of unitholders)
was never intended, and cannot be used, to circumvent the important minority protection
which is the 90% acceptance threshold provided for in Section 6.29 of the Trust
Agreement. The De fendants ' attempt to use the amendment provision for this purpose,
and in a self serving manner, is abusive, unreasonable, contrary to the terms and the
intent of the Trust Agreement, and does not comply with the good faith requirements of
Québec law;
43.
The fact that Boralex attempted to circumvent this protective 90% threshold by an Offer
which initially was funded only by its own Convertible Debentures and did not include
any cash is particularly egregious. This is borne out by the fact that Boralex then had to
amend the Offer on two occasions to date, and even then, as of this date and based on
publicly available information, Boralex has been unable to reach the 662/ 3% threshold, let
alone tenders of90% ofUnits (excluding the Units held by Boralex);
44.
Further, even if the amendment provisions of the Trust Agreement could aIlow Boralex to
effect such the reduction of the 90% acceptance threshold with the approval of
unitholders holding 66 2/3% of aIl Units (which is denied), such provision and its
application in such circumstances are unreasonable and abusive, and therefore not
applicable in the case of a contract of adhesion such as the Trust Agreement;
H.
PLAINTIFFS CANNOT BE COMPELLED TO TENDER OR SELL THEIR
UNITS AS THE 90% THRESHOLD HAS NOT BE EN MET
45.
The Plaintiffs are not prepared to accept the Offer which it considers inadequate and
below the fair value of the Units. The Plaintiffs cannot be compelled to accept su ch an
Offer;
46.
Unlike statutes goveming corporations, which may provide for a statutory right to
expropriate shareholders in certain situations, the statute goveming the Trust, namely the
Civil Code of Québec, does not provide for any provision allowing for the expropriation
of the Units held by the Plaintiffs;
47.
On the contrary, Section 952 C.c.Q. expressly states that "No owner may be compelled
to transfer his ownership except by expropriation according to law for public utility and
in consideration of a just and prior indemnity";
- Il -
48.
The only provision of the Trust Agreement which contemplates compulsory acquisition is
Section 6.29, which provides a 90% threshold;
49.
The conditions set out in Section 6.29 of the Trust Agreement have not been met, as the
Offer has not been accepted by the holders of not less than 90% of the outstanding Units
other than the Units held by the otIeror or an affiliate or associate of the offeror;
50.
Accordingly, Plaintiffs cannot be compelled to surrender their Units in connection with
the Offer.
WHEREFORE THE PLAINTIFFS REQUEST THIS HONOURABLE COURT:
MAINT AIN the present action;
DECLARE that Section Il of the Trust Agreement does not permit the reduction of the
90% expropriation threshold provided for in Section 6.29(b) and (c)(i) of the Trust
Agreement, or any other direct or indirect evasion of the purpose and intent of Section
6.29, and in any event is abusive, unreasonable, contrary to the terms and the intent of the
Trust Agreement, illegal and unenforceable;
DECLARE that the unitholder's interest in their Units may only be terminated without
their consent following satisfaction of the 90% expropriation threshold contained in
Section 6.29(b) and (c)(i) of the Trust Agreement;
DECLARE that the proposed special resolution referred to at pages 49 and 50 of the
Offer to Purchase is abusive, unreasonable, contrary to the terms and the intent of the
Trust Agreement, illegal, does not comply with the good faith requirements of Québec
law, and is unenforceable;
ENJOIN the Defendants and the Impleaded Parties, and their respective directors,
officers, employees, affiliates and associates, from taking any action, step or measure,
direct or indirect, to adopt or implement any such special resolution;
ENJOIN the Defendants and the Impleaded Parties, and their respective directors,
officers, employees, affiliates and associates from taking any action, step or measure,
direct or indirect, to acquire, transfer, cancel or otherwise in any way modify or diminish
the Plaintiffs' Units or otherwise diminish or affect Plaintiffs' undivided interest in the
Fund' s Property;
OROER the Defendants and the Impleaded Parties, and their respective directors,
officers, employees, affiliates and associates to fully respect ail rights of the beneficial
owners of the Units, and not to take any action, step or measure, direct or indirect, to
interfere with or in any way diminish any of such rights;
- 12 -
THE WHOLE with costs, including the costs of expertise.
Montréal, August 31, 2010
1
a~,~s' U-.'O rcl ,t--lLi [( ;pr f i t~~ ,.~ he r-J
DA VIES WARD PHILLIPS
Attorneys for Plaintiffs
TRUECOPV
~
J:au/e5,LWrd fJjU{J_*~ f iIJiN-b~~
DAVIES WARD PHILLIPS & VINEBERG L L P
& VINEBERG LLP
AVIS AU DÉFENDEUR
NOTICE TO DEFENDANT
PRENEZ AVIS que les parties demanderesses
ont déposé au greffe de la Cour supérieure du district
judiciaire de Montréal la présente demande.
T AKE NOTICE that the plaintiffs have filed
this action or application in the office of the Superior
Court of the judicial district of Montréal.
Pour répondre à cette demande, vous devez
comparaître par écrit, personnellement ou par avocat, au
palais de justice de Montréal situé au 1 rue Notre-Dame
est, dans les 10 jours de la signification de la présente
requête.
To file an answer to this action or application,
you must first file an appearance, personally or by
advocate, at the Montreal courthouse located at 10,
Notre-Dame Street East, within 10 days of service of
this Motion.
À défaut de comparaître dans ce délai, un
jugement par défaut pourra être rendu contre vous sans
autre avis dès l'expiration de ce délai de 10 jours.
If you fail to file an appearance within the time
limit indicated, a judgrnent by default may be rendered
against you without further notice upon the expiry of the
1O-day period.
Si vous comparaissez, la demande sera
présentée devant le tribunal le S octobre 2010 à 9hOO en
la salle 2.16 du palais de justice et le tribunal pourra, à
cette date, exercer les pouvoirs nécessaires en vue
d'assurer le bon déroulement de l'instance ou procéder à
l'audition de la cause, à moins de convenir par écrit avec
la partie demanderesse ou son avocat d'un calendrier des
échéances à respecter en vue d'assurer le bon
déroulement de l'instance, lequel devra être déposé au
greffe du tribunal.
If you file an Appearance, the action or
application will be presented before the court on
October S, 2010, at 9:00 a.m., in room 2.16 of the
courthouse. On that date, the court may exercise such
powers as are necessary to ensure the orderly progress of
the proceeding or the court may hear the case, unless
you make a written agreement with the plaintiff or the
plaintiffs advocate on a timetable for the orderly
progress of the proceeding. The timetable must be filed
in the office of the court.
Au soutien de sa requête introductive
d'instance, la partie demanderesse dénonce les pièces
suivantes:
In support of the motion to institute
proceedings, the Plaintiffs dis close the following
exhibits:
Exhibit P-l: Copy ofa CIDREQ report of Boralex Inc.;
Exhibit P-l: Copy ofa CIDREQ report of Boralex Inc.;
Exhibit P-2: Copy of a CIDREQ report of 7503679
Canada Inc.;
Exhibit P-2: Copy of a CIDREQ report of 7503679
Canada Inc.;
Exhibit P-3: Copy of the Trust Agreement of Boralex
Power Incorne Fund dated as of Decernber 20, 2001;
Exhibit P-3: Copy of the Trust Agreement of Boralex
Power Income Fund dated as ofDecember 20,2001;
Exhibit P-4: Copy of the annual information form of the
Fund for the year ended December 31, 2009;
Exhibit P-4: Copy of the annual information forro of the
Fund for the year ended December 31, 2009;
Exhibit P-S: Copy of a prospectus of the Boralex Power
Income Fund dated February 6,2002;
Exhibit P-S: Copy of a prospectus of the Boralex Power
Income Fund dated February 6, 2002;
Exhibit P-6: Copy of a short form prospectus of the
Boralex Power Incorne Fund dated July 18,2003;
Exhibit P-6: Copy of a short form prospectus of the
Boralex Power Incorne Fund dated July 18, 2003;
Exhibit P-7: Copy of the Take-Over Bid Circular of
7503679 Canada Inc. for all the outstanding units of the
Boralex Power Income Fund dated May 18,2010;
Exhibit P-7: Copy of the Take-Over Bid Circular of
7503679 Canada Inc. for aU the outstanding units of the
Boralex Power Income Fund dated May 18,2010;
Exhibit P-8: Copy of the Trustee's circular
recommending acceptance of the takeover bid of
7503679 Canada Inc.;
Exhibit P-8: Copy of the Trustee's circular
recommending acceptance of the takeover bid of
7503679 Canada Inc.;
Exhibit P-9: Notice of extension of the takeover bid
dated June 28, 2010;
Exhibit P-9: Notice of extension of the takeover bid
dated June 28,2010;
Exhibit P-I0: Notice of extension and variation of the
takeover bid dated July 17, 2010;
Exhibit P-I0: Notice of extension and variation of the
takeover bid dated July 17,2010;
Exhibit P-ll: Notice of extension of the takeover bid
dated July 30, 2010;
Exhibit P-l1: Notice of extension of the takeover bid
dated July 30, 2010;
-2Exhibit P-12: Notice of extension and variation of the
takeover bid dated August 13,2010;
Exhibit P-13: Press Release dated August 26, 2010;
Exhibit P-14: O'Leary's Motion for Relief and Interim
Relief under Sections 233.2, 264, and 265 of the
Securities Act dated August 12, 2010 and filed before
the Bureau de Decision et de Revision;
Exhibit P-15: Copy of a letter of acceptance and
transmittal.
Demande de transfert relative à une petite créance
Exhibit P-12: Notice of extension and variation of the
takeover bid dated August 13, 2010;
Exhibit P-13: Press Release dated August 26, 2010;
Exhibit P-14: O'Leary's Motion for Relief and Interim
Relief under Sections 233.2, 264, and 265 of the
Securities Act dated August 12, 2010 and med before
the Bureau de Decision et de Revision;
Exhibit P-15: Copy of a letter of acceptance and
transmittal.
Request for transfer of a smaU claim
Si le montant qui vous est réclamé est inférieur
à 7 000 $ et si, à titre de demandeur, vous aviez pu
présenter une telle demande à la division des petites
créances, vous pouvez obtenir du greffier que la
demande soit traitée selon les règles prévues au Livre
VIII du Code de procédure civile (L.R.Q., c. C-25). À
défaut de présenter cette demande, vous pourrez être
condamné à des frais supérieurs à ceux prévus au Livre
VIII de ce code.
If the amount claimed by the plaintiff does not
exceed $7,000 and if you could have filed such an action
as a plaintiff in Small Claims Court, you may make a
request to the clerk for the action to be disposed of
pursuant to the roles of Book VIII of the Code of Civil
Procedure (R.S.Q., c. C-25). If you do not make such a
request, you could be liable for costs higher than those
provided for in Book VIII of the Code.