Giving up
control
|
(10) An insurance holding company that,
under subsection (4), controls an entity may,
with the prior written approval of the
Superintendent, give up control of the entity
while keeping a substantial investment in the
entity if
|
|
|
|
|
|
|
|
Subsections
do not apply
|
(11) If an insurance holding company
controls, within the meaning of paragraph
3(1)(a), (b) or (c) an entity, subsections (5) and
(6) do not apply in respect of any subsequent
increases by the insurance holding company
of its substantial investment in the entity so
long as the insurance holding company
continues to control the entity.
|
|
Approval for
indirect
investments
|
972. (1) If an insurance holding company
obtains the approval of the Minister under
subsection 971(5) to acquire control of, or to
acquire or increase a substantial investment
in, an entity and, through that acquisition or
increase, the insurance holding company
indirectly acquires control of, or acquires or
increases a substantial investment in, another
entity that would require the approval of the
Minister under subsection 971(5) or the
Superintendent under subsection 971(6) and
that indirect acquisition or increase is
disclosed to the Minister in writing before the
approval is obtained, the insurance holding
company is deemed to have obtained the
approval of the Minister or the Superintendent
for that indirect acquisition or increase.
|
|
Approval for
indirect
investments
|
(2) If an insurance holding company obtains
the approval of the Superintendent under
subsection 971(6) to acquire control of, or to
acquire or increase a substantial investment
in, an entity and, through that acquisition or
increase the insurance holding company
indirectly acquires control of, or acquires or
increases a substantial investment in, another
entity that would require the approval of the
Superintendent under that subsection and that
indirect acquisition or increase is disclosed to
the Superintendent in writing before the
approval is obtained, the insurance holding
company is deemed to have obtained the
approval of the Superintendent for that
indirect acquisition or increase.
|
|
Undertakings
|
973. (1) If an insurance holding company
controls a permitted entity, other than an entity
referred to in any of paragraphs 971(1)(a) to
(f), the insurance holding company shall
provide the Superintendent with any
undertakings that the Superintendent may
require regarding
|
|
|
|
|
|
|
|
Undertakings
|
(2) If an insurance holding company
acquires control of an entity referred to in any
of paragraphs 971(1)(g) to (j), the insurance
holding company shall provide the
Superintendent with any undertakings
concerning the entity that the Superintendent
may require.
|
|
Agreements
with other
jurisdictions
|
(3) The Superintendent may enter into an
agreement with the appropriate official or
public body responsible for the supervision of
any entity referred to in any of paragraphs
971(1)(g) to (j) in each province or in any
other jurisdiction concerning any matters
referred to in paragraphs (1)(a) and (b) or any
other matter the Superintendent considers
appropriate.
|
|
Access to
records
|
(4) Despite any other provision of this
Division, an insurance holding company shall
not control a permitted entity, other than an
entity referred to in any of paragraphs
971(1)(a) to (f), unless, in the course of the
acquisition of control or within a reasonable
time after the control is acquired, the
insurance holding company obtains from the
permitted entity an undertaking to provide the
Superintendent with reasonable access to the
records of the permitted entity.
|
|
|
Exceptions and Exclusions
|
|
Temporary
investments in
entity
|
974. (1) Subject to subsection (3), an
insurance holding company may, by way of a
temporary investment, acquire control of, or
acquire or increase a substantial investment
in, an entity but, within two years, or any other
period that may be specified or approved by
the Superintendent, after acquiring control or
after acquiring or increasing the substantial
investment, as the case may be, it shall do all
things necessary to ensure that it no longer
controls the entity or has a substantial
investment in the entity.
|
|
Extension
|
(2) The Superintendent may, in the case of
any particular insurance holding company
that makes an application under this
subsection, extend the period of two years, or
the other period specified or approved by the
Superintendent, that is referred to in
subsection (1) for any further period or
periods, and on any terms and conditions, that
the Superintendent considers necessary.
|
|
Temporary
investment
|
(3) If an insurance holding company, by
way of temporary investment, acquires
control of, or acquires or increases a
substantial investment in, an entity for which
the approval of the Minister under subsection
971(5) is required, the insurance holding
company must, within 90 days after acquiring
control or after acquiring or increasing the
substantial investment,
|
|
|
|
|
|
|
|
Indetermi- nate extension
|
(4) If an insurance holding company, by
way of temporary investment, acquires
control of, or acquires or increases a
substantial investment in, an entity for which
the approval of the Superintendent under
subsection 971(6) is required, the
Superintendent may, in the case of any
particular insurance holding company that
makes an application under this subsection,
permit the insurance holding company to
retain control of the entity or to continue to
hold the substantial investment in the entity
for an indeterminate period, on any terms and
conditions that the Superintendent considers
necessary.
|
|
Loan
workouts
|
975. (1) Despite anything in this Division,
if any subsidiary of an insurance holding
company has made a loan to an entity and,
under the terms of the agreement between the
subsidiary and the entity with respect to the
loan and any other documents governing the
terms of the loan, a default has occurred, the
insurance holding company may acquire,
through the subsidiary,
|
|
|
|
|
|
|
|
|
|
|
Obligation of
insurance
holding
company
|
(2) If an insurance holding company
acquires a substantial investment in an entity
under subsection (1), the insurance holding
company shall, within five years after
acquiring the substantial investment, cause
the subsidiary that made the loan to do all
things necessary to ensure that the insurance
holding company does not control the entity or
have a substantial investment in the entity.
|
|
Extension
|
(3) The Superintendent may, in the case of
any particular insurance holding company
that makes an application under this
subsection, extend the period of five years
referred to in subsection (2) for any further
period or periods, and on any terms and
conditions, that the Superintendent considers
necessary.
|
|
Exception -
entities
controlled by
foreign
governments
|
(4) Despite anything in this Division, if a
subsidiary of an insurance holding company
has made a loan to, or holds a debt obligation
of, the government of a foreign country or an
entity controlled by the government of a
foreign country and, under the terms of the
agreement between the subsidiary and that
government or the entity, as the case may be,
and any other documents governing the terms
of the loan or debt obligation, a default has
occurred, the insurance holding company may
acquire, through the subsidiary, a substantial
investment in that entity or in any other entity
designated by that government if the
acquisition is part of a debt restructuring
program of that government.
|
|
Time for
holding
substantial
investment
|
(5) If an insurance holding company
acquires a substantial investment in any entity
under subsection (4), the insurance holding
company may, on any terms and conditions
that the Superintendent considers appropriate,
continue to hold the substantial investment for
an indeterminate period or for any other
period that the Superintendent may specify.
|
|
Exception
|
(6) If, under subsection (1), an insurance
holding company acquires control of, or
acquires or increases a substantial investment
in, an entity that it would otherwise be
permitted to acquire or increase under section
971, the insurance holding company may
retain control of the entity or continue to hold
the substantial investment for an
indeterminate period, if the approval in
writing of the Minister is obtained before the
end of the period referred to in subsection (2),
including any extension of it granted under
subsection (3).
|
|
Realizations
|
976. (1) Despite anything in this Part, an
insurance holding company may acquire
control of, or a substantial investment in, an
entity if the control or the substantial
investment is acquired through the realization
of a security interest held by a subsidiary of the
insurance holding company.
|
|
Disposition
|
(2) Subject to subsection 756(2), if an
insurance holding company acquires control
of, or a substantial investment in, an entity by
way of the realization of a security interest
held by any of its subsidiaries, the insurance
holding company shall, within five years after
the day on which control or the substantial
investment is acquired, cause the subsidiary to
do all things necessary to ensure that the
insurance holding company no longer controls
the entity or has a substantial investment in the
entity.
|
|
Extension
|
(3) The Superintendent may, in the case of
any particular insurance holding company
that makes an application under this
subsection, extend the period of five years
referred to in subsection (2) for any further
period or periods, and on any terms and
conditions, that the Superintendent considers
necessary.
|
|
Exception
|
(4) If, under subsection (1), an insurance
holding company acquires control of, or
acquires or increases a substantial investment
in, an entity that it would otherwise be
permitted to acquire or increase under section
971, the insurance holding company may
retain control of the entity or continue to hold
the substantial investment for an
indeterminate period if the approval in writing
of the Minister is obtained before the end of
the period referred to in subsection (2),
including any extension of it granted under
subsection (3).
|
|
Regulations
restricting
ownership
|
977. The Governor in Council may make
regulations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Limits
|
|
Exclusion
from portfolio
limits
|
978. (1) Subject to subsection (3), the value
of all loans, investments and interests
acquired by an insurance holding company
and any of its prescribed subsidiaries under
section 975 or as a result of a realization of a
security interest is not to be included in
calculating the value of loans, investments
and interests of the insurance holding
company and its prescribed subsidiaries under
sections 979 to 981
|
|
|
|
|
|
|
|
Extension
|
(2) The Superintendent may, in the case of
any particular insurance holding company,
extend any period referred to in subsection (1)
for any further period or periods, and on any
terms and conditions, that the Superintendent
considers necessary.
|
|
Exception
|
(3) Subsection (1) does not apply to an
investment or interest described in that
subsection if the investment or interest is
defined by a regulation made under section
984 to be an interest in real property and
|
|
|
|
|
|
|
|
|
Commercial Lending
|
|
Insurance
holding
companies
with
regulatory
capital of $25
million or less
|
979. Subject to section 980, an insurance
holding company that has twenty-five million
dollars or less of regulatory capital shall not
acquire control of a permitted entity that holds
commercial loans and shall not permit its
prescribed subsidiaries to make or acquire a
commercial loan or acquire control of a
permitted entity that holds commercial loans
if the aggregate value of all commercial loans
held by the prescribed subsidiaries of the
insurance holding company exceeds, or the
making or acquisition of the commercial loan
or acquisition of control of the entity would
cause the aggregate value of all commercial
loans held by the prescribed subsidiaries of the
insurance holding company to exceed, 5 per
cent of the total assets of the insurance holding
company.
|
|
Insurance
holding
companies
with
regulatory
capital over
$25 million
|
980. An insurance holding company that
has twenty-five million dollars or less of
regulatory capital that is controlled by a
financial institution that has the equivalent of
more than twenty-five million dollars of
regulatory capital or an insurance holding
company that has more than twenty-five
million dollars of regulatory capital may
acquire control of a permitted entity that holds
commercial loans or permit its prescribed
subsidiaries to make or acquire commercial
loans or acquire control of a permitted entity
that holds commercial loans if the aggregate
value of all commercial loans held by the
prescribed subsidiaries of the insurance
holding company would thereby exceed the
limit set out in section 979 only with the prior
approval in writing of the Superintendent and
in accordance with any terms and conditions
that the Superintendent may specify.
|
|
|
Real Property
|
|
Limit on total
property
interest
|
981. An insurance holding company shall
not, and shall not permit its prescribed
subsidiaries to, purchase or otherwise acquire
an interest in real property or make an
improvement to any real property in which the
insurance holding company or any of its
prescribed subsidiaries has an interest if the
aggregate value of all interests of the
insurance holding company in real property
exceeds, or the acquisition of the interest or
the making of the improvement would cause
that aggregate value to exceed, an amount
determined in accordance with the
regulations.
|
|
|
Equities
|
|
Limits on
equity
acquisitions
|
982. An insurance holding company shall
not, and shall not permit its prescribed
subsidiaries to,
|
|
|
|
|
|
|
|
|
if the aggregate value of
|
|
|
|
|
|
|
|
|
beneficially owned by the insurance holding
company and its prescribed subsidiaries
exceeds, or the purchase or acquisition would
cause that aggregate value to exceed, an
amount determined in accordance with the
regulations.
|
|
|
Aggregate Limit
|
|
Aggregate
limit
|
983. An insurance holding company shall
not, and shall not permit its prescribed
subsidiaries to,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
if the aggregate value of
|
|
|
|
|
|
|
|
|
exceeds, or the acquisition or the making of
the improvement would cause that aggregate
value to exceed, an amount determined in
accordance with the regulations.
|
|
|
Miscellaneous
|
|
Regulations
|
984. For the purposes of this Division, the
Governor in Council may make regulations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divestment
order
|
985. (1) The Superintendent may, by order,
direct an insurance holding company to
dispose of, within any period that the
Superintendent considers reasonable, any
loan, investment or interest made or acquired
in contravention of this Division.
|
|
Divestment
order
|
(2) If, in the opinion of the Superintendent,
|
|