This excerpt taken from the LTD 8-K filed Nov 28, 2006.
If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the SV Shares (including SV Shares issuable upon exercise of Options and conversion of all outstanding MV Shares), Bidco intends, to the extent possible, to acquire (a Compulsory Acquisition) pursuant to section 206 of the CBCA and otherwise in accordance with applicable Laws the remaining SV Shares from those Shareholders who have not accepted the Offer (a Compulsory Acquisition Transaction).
To exercise such statutory right, Bidco must give notice (the Offeror Notice) to each holder of SV Shares who did not accept the Offer (and each person who subsequently acquires any such SV Shares) (in each case, a Dissenting Offeree) and to the Director under the CBCA of such proposed acquisition on or before the earlier of 60 days from the date of termination of the Offer and 180 days from the date of the Offer. Within 20 days of giving the Offeror Notice, Bidco must pay or transfer to La Senza the consideration Bidco would have to pay or transfer to the Dissenting Offerees if they had elected to accept the Offer, to be held in trust for the Dissenting Offerees. In accordance with section 206 of the CBCA, within 20 days after receipt of the Offeror Notice, each Dissenting Offeree must send the certificates representing the SV Shares held by such Dissenting Offeree to La Senza and must elect either to transfer such SV Shares to Bidco on the terms of the Offer or to demand payment of the fair value of such SV Shares held by such holder by so notifying Bidco within 20 days after the Dissenting Offeree receives the Offeror Notice. A Dissenting Offeree who does not notify Bidco within 20 days after receipt of the Offeror Notice that such Dissenting Offeree elects to demand payment of the fair value of such Dissenting Offerees SV Shares is deemed to have elected to transfer such SV Shares to Bidco on the same terms on which Bidco acquired SV Shares from Shareholders who accepted the Offer. If a Dissenting Offeree has elected to demand payment of the fair value of such SV Shares, Bidco may apply to a court having jurisdiction to hear an application to fix the fair value of such SV Shares of such Dissenting Offeree. If Bidco fails to apply to such court within 20 days after it made the payment or transferred the consideration to La Senza referred to above, the Dissenting Offeree may then apply to the court within a further period of 20 days to have the court fix the fair value. If there is no such application made by the Dissenting Offeree within such period, the Dissenting Offeree will be deemed to have elected to transfer such SV Shares to Bidco on the terms that Bidco acquired SV Shares from Shareholders who accepted the Offer. Any judicial determination of the fair value of the SV Shares could be less or more than the amount paid pursuant to the Offer.
The foregoing is only a summary of the right of Compulsory Acquisition which may become available to the Offeror and is qualified in its entirety by the provisions of section 206 of the CBCA. Section 206 of the CBCA is complex and may require strict adherence to notice and timing provisions, failing which a Dissenting Offerees rights may be lost or altered. Shareholders who wish to be better informed about the provisions of section 206 of the CBCA should consult their legal advisors.
See Section 19 of the Circular, Certain Canadian Federal Income Tax Considerations, for a discussion of the tax consequences to Shareholders in the event of a Compulsory Acquisition.