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DIVISION 7 |
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OWNERSHIP |
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Section 406.1
applies
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926. Section 406.1 applies in respect of
insurance holding companies.
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Constraining
acquisition
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927. (1) No person, or entity controlled by
a person, shall, without the approval of the
Minister, purchase or otherwise acquire any
share of an insurance holding company or
purchase or otherwise acquire control of any
entity that holds any share of an insurance
holding company if
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Amalgama- tion, etc., constitutes acquisition
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(2) Where, as a result of an amalgamation,
merger or reorganization, the entity that
results therefrom would have a significant
interest in a class of shares of an insurance
holding company, that entity shall be deemed
to be acquiring a significant interest in that
class of shares of the insurance holding
company through an acquisition for which the
approval of the Minister is required pursuant
to subsection (1).
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Exemption
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(3) On application by an insurance holding
company, other than an insurance holding
company in respect of which subsection (4) or
(6) applies, the Superintendent may exempt
from the application of subsection (1) and
section 934 any class of non-voting shares of
the insurance holding company if the
aggregate book value of the shares of the class
is not more than 30 per cent of the aggregate
book value of all the outstanding shares of the
insurance holding company.
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Limitations on
share holdings
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(4) Despite subsection (1), no person may
be a major shareholder of an insurance
holding company to which subsection 407(6)
applies.
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Exception
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(5) Subsection (4) no longer applies in
respect of any particular insurance holding
company if the Minister determines under
subsection 407(8) that subsection 407(4) no
longer applies in respect of a converted
company controlled by the insurance holding
company.
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Limitations on
share holdings
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(6) Despite subsection (1), until a day that
is two years after December 31, 1999, no
person may have a significant interest in any
class of shares of an insurance holding
company to which subsection 407(13) applies.
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Major
shareholder
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928. (1) If an insurance holding company in
respect of which subsection 927(4) applies
controls a life company and a person becomes
a major shareholder of the life company or of
any entity that also controls the life company,
the insurance holding company must to do all
things necessary to ensure that, on the day that
is one year after the person became a major
shareholder of the life company or entity that
controls the life company,
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Exemption
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(2) Subsection (1) does not apply in respect
of a life company with equity of less than two
hundred and fifty million dollars, or any other
amount that may be prescribed.
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Extension
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(3) If general market conditions so warrant
and the Minister is satisfied that the insurance
holding company has used its best efforts to be
in compliance with subsection (1) on the
required day, the Minister may specify a later
day as the day from and after which it must
comply with that subsection.
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Significant
interest
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929. (1) If an insurance holding company in
respect of which subsection 927(6) applies
controls a life company and a person acquires
a significant interest in any class of shares of
the life company or of any entity that also
controls the life company, the insurance
holding company must to do all things
necessary to ensure that, on the day that is one
year after the person acquired the significant
interest in the class of shares of the life
company or entity that controls the life
company,
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Exemption
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(2) Subsection (1) does not apply in respect
of a life company with equity of less than two
hundred and fifty million dollars, or any other
amount that may be prescribed.
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Extension
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(3) If general market conditions so warrant
and the Minister is satisfied that the insurance
holding company has used its best efforts to be
in compliance with subsection (1) on the
required day, the Minister may specify a later
day as the day from and after which it must
comply with that subsection.
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Prohibition
against
significant
interest
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930. No person who has a significant
interest in any class of shares of an insurance
holding company in respect of which
subsection 927(4) applies may have a
significant interest in any class of shares of a
subsidiary of the insurance holding company
that is a life company or an insurance holding
company.
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Prohibition
against
significant
interest
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931. No person who has a significant
interest in any class of shares of an insurance
holding company may have a significant
interest in any class of shares of any of the
following that controls the insurance holding
company, namely,
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No acquisition
of control
without
approval
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932. No person shall acquire control, within
the meaning of paragraph 3(1)(d), of an
insurance holding company without the prior
approval of the Minister.
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Prohibition
against
control
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933. Despite section 932, no person shall
control, within the meaning of paragraph
3(1)(d), an insurance holding company in
respect of which subsection 927(4) or (6)
applies.
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Constraining
registration
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934. No insurance holding company shall,
unless the acquisition of the share has been
approved by the Minister, record in its
securities register a transfer or issue of any
share of the insurance holding company to any
person or to any entity controlled by a person
if
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Exception for
small holdings
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935. Despite section 934, if, as a result of a
transfer or issue of shares of a class of shares
of an insurance holding company to a person,
the total number of shares of that class
registered in the securities register of the
insurance holding company in the name of
that person
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the insurance holding company is entitled to
assume that no person is acquiring or
increasing a significant interest in that class of
shares of the insurance holding company as a
result of that issue or transfer of shares.
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Where
approval not
required
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936. (1) Despite subsections 927(1) and (2)
and section 934, the approval of the Minister
is not required in respect of an insurance
holding company, other than an insurance
holding company in respect of which
subsection 927(4) applies, if a person with a
significant interest in a class of shares of the
insurance holding company or an entity
controlled by a person with a significant
interest in a class of shares of the insurance
holding company purchases or otherwise
acquires shares of that class, or acquires
control of any entity that holds any share of
that class, and the number of shares of that
class purchased or otherwise acquired, or the
acquisition of control of the entity, as the case
may be, would not increase the significant
interest of the person in that class of shares of
the insurance holding company to a
percentage that is greater than the percentage
referred to in subsection (2) or (3), whichever
is applicable.
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Percentage
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(2) Subject to subsection (3), for the
purposes of subsection (1), the percentage is 5
percentage points in excess of the significant
interest of the person in that class of shares of
the insurance holding company on the day of
the most recent purchase or acquisition by the
person or any entity controlled by the person,
other than the entity referred to in subsection
(1), of shares of that class of shares of the
insurance holding company, or of control of an
entity that held shares of that class of shares of
the insurance holding company, for which
approval was given by the Minister.
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When
approval not
required
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(3) If a person has a significant interest in a
class of shares of an insurance holding
company and the person's percentage of that
class has decreased after the date of the most
recent purchase or other acquisition by the
person or any entity controlled by the person,
other than the entity referred to in subsection
(1), of shares of that class of shares of the
insurance holding company, or of control of an
entity that held shares of that class of shares of
the insurance holding company, for which
approval was given by the Minister, the
percentage for the purposes of subsection (1)
is the percentage that is the lesser of
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Exception
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(4) Subsection (1) does not apply if the
purchase or other acquisition of shares or the
acquisition of control referred to in that
subsection would
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Regulations
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(5) The Governor in Council may make
regulations
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When
approval not
required
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937. (1) Despite subsections 927(1) and (2)
and section 934, the approval of the Minister
is not required if
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Exception
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(2) Paragraph (1)(a) does not apply in
respect of an insurance holding company in
respect of which subsection 927(4) or (6)
applies.
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Pre-approval
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(3) For the purposes of subsections 927(1)
and (2) and section 934, the Minister may
approve
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Public
holding
requirement
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938. (1) Every insurance holding company
shall, from and after the day determined under
this section in respect of that insurance
holding company, have, and continue to have,
voting shares that carry at least 35 per cent of
the voting rights attached to all of the
outstanding voting shares of the insurance
holding company and that are
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Determina- tion of day
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(2) If the insurance holding company has
equity of one billion dollars or more on the day
it comes into existence, the day referred to in
subsection (1) is the day that is three years
after that day and, in the case of any other
insurance holding company, the day referred
to in subsection (1) is the day that is three years
after the day of the first annual meeting of the
shareholders of the insurance holding
company held after the equity of the insurance
holding company first reaches one billion
dollars.
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Extension
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(3) If general market conditions so warrant
and the Minister is satisfied that an insurance
holding company has used its best efforts to be
in compliance with this section on the day
determined under subsection (2), the Minister
may specify a later day as the day from and
after which the insurance holding company
must comply with subsection (1).
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Limit on
assets
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939. (1) Unless an exemption order with
respect to the insurance holding company is
granted under section 941, if an insurance
holding company fails to comply with section
938 in any month, the Minister may, by order,
require the insurance holding company not to
have, until it complies with that section,
average total assets in any three month period
ending on the last day of a subsequent month
exceeding the insurance holding company's
average total assets in the three month period
ending on the last day of the month
immediately preceding the month specified in
the order.
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Average total
assets
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(2) For the purposes of subsection (1), the
average total assets of an insurance holding
company in a three month period shall be
computed by adding the total assets of the
insurance holding company as calculated for
the month end of each of the three months in
the period and by dividing the sum by three.
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Increase of
capital
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940. Where the Superintendent has, by
order, directed an insurance holding company
to increase its capital and shares of the
insurance holding company are issued and
acquired in accordance with such terms and
conditions as may be specified in the order,
section 938 shall not apply in respect of the
insurance holding company until such time as
the Superintendent may, by order, specify.
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Exemption by
order of
Minister
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941. (1) An entity that controls an insurance
holding company and that is
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may apply to the Minister to exempt the
insurance holding company from the
requirements of section 938.
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Terms and
conditions
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(2) In the case of an entity referred to in any
of paragraphs (1)(a) to (l), the Minister may
grant the exemption referred to in subsection
(1) subject to such terms and conditions as the
Minister considers appropriate.
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Terms and
conditions
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(3) In the case of a holding body corporate
referred to in paragraph (1)(m), the Minister
may grant the exemption referred to in
subsection (1) only if the Minister is satisfied
that the holding body corporate will, if the
exemption is granted, submit to and comply
with sections 803 and 938 as though the
holding body corporate were an insurance
holding company and the Minister may grant
the exemption subject to such terms and
conditions as the Minister considers
appropriate.
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