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Subsection (1)
ceases to
apply
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(2) Subsection (1) shall cease to apply in
respect of a person when, as the case may be,
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Saving
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(3) Despite subsection (1), if a person
contravenes subsection 876(1) by reason only
that, as a result of an event that has occurred
and is continuing and is not within the control
of the person, shares of the bank holding
company beneficially owned by the person or
by any entity controlled by the person acquire
voting rights in such number so as to cause the
person to be a major shareholder of the bank
holding company, the Minister may, after
consideration of the circumstances, permit the
person and any entity controlled by the person
to exercise voting rights, in person or by
proxy, in respect of any class of voting shares
of the bank holding company beneficially
owned by them that do not in aggregate
exceed 20 per cent of the voting rights
attached to that class of voting shares.
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Loss of
control -
bank and
bank holding
company
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902. (1) Despite sections 876 and 882, a
widely held bank or a widely held bank
holding company may be a major shareholder
of a bank holding company with equity of five
billion dollars or more and cease to control,
within the meaning of paragraphs 3(1)(a) and
(d), the bank holding company if it has entered
into an agreement with the Minister to do all
things necessary to ensure that it is not a major
shareholder of the bank holding company on
the expiration of the day specified in the
agreement.
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Extension
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(2) If general market conditions so warrant
and the Minister is satisfied that the bank or
the bank 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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Loss of
control -
other entities
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903. (1) Despite sections 876 and 882, an
eligible foreign institution, an eligible
Canadian financial institution, other than a
bank, or a widely held insurance holding
company may be a major shareholder of a
bank holding company with equity of five
billion dollars or more and cease to control,
within the meaning of paragraph 3(1)(d), the
bank holding company if it has entered into an
agreement with the Minister to do all things
necessary to ensure that it is not a major
shareholder of the bank holding company on
the expiration of the day specified in the
agreement.
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Extension
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(2) If general market conditions so warrant
and the Minister is satisfied that the institution
or 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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Change in
status
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904. (1) If a body corporate that is an
eligible financial institution other than a bank
controls, within the meaning of paragraph
3(1)(d), a bank holding company with equity
of five billion dollars or more and the body
corporate subsequently ceases to be an
eligible financial institution, the body
corporate must do all things necessary to
ensure that, on the day that is one year after the
day it ceased to be an eligible financial
institution,
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Extension
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(2) If general market conditions so warrant
and the Minister is satisfied that the body
corporate 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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Approval Process
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Application
for approval
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905. (1) An application for an approval of
the Minister required under this Division must
be filed with the Superintendent and contain
the information, material and evidence that
the Superintendent may require.
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Applicant
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(2) If, with respect to any particular
transaction, this Division applies to more than
one person, any one of those persons may
make the application to the Minister for
approval on behalf of all of those persons.
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Matters for
consideration
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906. (1) Subject to subsection (2), if an
application for an approval under section 875
is made, the Minister, in determining whether
or not to approve the transaction, shall take
into account all matters that the Minister
considers relevant to the application,
including
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Exception
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(2) Subject to subsection 882(1), the
Minister shall take into account only
paragraph (1)(d) if the application is in respect
of a transaction that would result in the
applicant or applicants holding
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Favourable
treatment
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(3) The Minister shall not approve a
transaction that would cause a bank holding
company to become a subsidiary of a foreign
bank within the meaning of any of paragraphs
(a) to (f) of the definition ``foreign bank'' in
section 2 that is a non-WTO Member foreign
bank, unless the Minister is satisfied that
treatment as favourable for bank holding
companies to which this Act applies exists or
will be provided in the jurisdiction in which
the foreign bank principally carries on
business, either directly or through a
subsidiary.
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Terms and
conditions
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907. The Minister may impose any terms
and conditions in respect of an approval given
under this Division that the Minister considers
necessary to ensure compliance with any
provision of this Act.
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Certifying
receipt of
application
|
908. (1) If, in the opinion of the
Superintendent, an application filed under this
Division contains all the required information,
the Superintendent shall without delay refer
the application to the Minister and send a
receipt to the applicant certifying the date on
which the completed application was received
by the Superintendent.
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Incomplete
application
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(2) If, in the opinion of the Superintendent,
an application filed under this Division is
incomplete, the Superintendent shall send a
notice to the applicant specifying the
information required by the Superintendent to
complete the application.
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Notice of
decision
|
909. (1) Subject to subsections (2) and (3)
and 910(1), the Minister shall, within a period
of thirty days after the certified date referred
to in subsection 908(1), send to the applicant
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Notice of
decision
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(2) Subject to subsections (4) and 910(2), if
an application involves the acquisition of
control of a bank holding company, the
Minister shall, within a period of forty-five
days after the certified date referred to in
subsection 908(1), send to the applicant
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Extension of
period for
notice
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(3) If the Minister is unable to complete the
consideration of an application within the
period referred to in subsection (1), the
Minister shall,
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Further
extensions
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(4) If the Minister considers it appropriate
to do so, the Minister may extend the period
referred to in subsection (2) for one or more
periods of forty-five days.
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Reasonable
opportunity to
make
representa- tions
|
910. (1) If, after receipt of the notice
referred to in paragraph 909(1)(b), the
applicant advises the Minister that the
applicant wishes to make representations, the
Minister must provide the applicant with a
reasonable opportunity within a period of
thirty days after the date of the notice, or
within any further period that may be agreed
on by the applicant and the Minister, to make
representations in respect of the matter.
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Reasonable
opportunity to
make
representa- tions
|
(2) If, after receipt of the notice referred to
in paragraph 909(2)(b), the applicant advises
the Minister that the applicant wishes to make
representations, the Minister must provide the
applicant with a reasonable opportunity
within a period of forty-five days after the date
of the notice, or within any further period that
may be agreed on by the applicant and the
Minister, to make representations in respect of
the matter.
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Notice of
decision
|
911. (1) Within a period of thirty days after
the expiration of the period for making
representations referred to in subsection
910(1), the Minister shall, in the light of any
such representations and having regard to the
matters to be taken into account, send a notice
to the applicant indicating whether or not the
Minister approves the transaction to which the
application relates.
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Notice of
decision
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(2) Within a period of forty-five days after
the expiration of the period for making
representations referred to in subsection
910(2), the Minister shall, in the light of any
such representations and having regard to the
matters to be taken into account, send a notice
to the applicant indicating whether or not the
Minister approves the transaction to which the
application relates.
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Deemed
approval
|
912. If the Minister does not send a notice
under subsection 909(1) or (3) or 911(1)
within the period provided for in those
subsections, the Minister is deemed to have
approved the transaction to which the
application relates.
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Constraining
registration:
Crown and
foreign
governments
|
913. (1) No bank holding company shall
record in its securities register a transfer or
issue of any share of the bank holding
company to
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Exception
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(2) Despite subsection (1), a bank holding
company may record in its securities register
a transfer or issue of any share of the bank
holding company to a foreign bank, or to a
foreign institution, that is controlled by the
government of a foreign country or any
political subdivision of a foreign country or
any agent or agency of a foreign country if the
bank holding company is a subsidiary of the
foreign bank or foreign institution.
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Suspension of
voting rights
held by
governments
|
914. (1) Despite section 737, no person
shall, in person or by proxy, exercise any
voting rights attached to any share of a bank
holding company that is beneficially owned
by
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Exception
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(2) Subsection (1) does not apply to a
foreign bank, or to a foreign institution, that is
controlled by the government of a foreign
country or any political subdivision of a
foreign country or any agent or agency of a
foreign country and that has a significant
interest in a class of shares of a bank holding
company that is a subsidiary of the foreign
bank or foreign institution.
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Disposition of
shareholdings
|
915. (1) If, with respect to any bank holding
company, a person contravenes section 874 or
subsection 875(1), 876(1) or 878(1) or section
880 or 881 or subsection 882(1) or section 883
or fails to comply with an undertaking referred
to in subsection 899(2) or with any terms and
conditions imposed under section 907, the
Minister may, if the Minister deems it in the
public interest to do so, by order, direct that
person and any person controlled by that
person to dispose of any number of shares of
the bank holding company beneficially owned
by any of those persons that the Minister
specifies in the order, within the time specified
in the order and in the proportion, if any, as
between the person and the persons controlled
by that person that is specified in the order.
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Representa- tions
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(2) No direction shall be made under
subsection (1) unless the Minister has
provided each person to whom the direction
relates and the bank holding company
concerned with a reasonable opportunity to
make representations in respect of the
subject-matter of the direction.
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Appeal
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916. Any person with respect to whom a
direction has been made under subsection
915(1) may, within thirty days after the date of
the direction, appeal the matter in accordance
with section 977.
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Application to
court
|
917. (1) Where a person fails to comply
with a direction made under subsection
915(1), an application on behalf of the
Minister may be made to a court for an order
to enforce the direction.
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Court order
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(2) A court may, on an application under
subsection (1), make such order as the
circumstances require to give effect to the
terms of the direction and may, without
limiting the generality of the foregoing,
require the bank holding company concerned
to sell the shares that are the subject-matter of
the direction.
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Appeal
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(3) An appeal from an order of a court under
this section lies in the same manner as, and to
the same court to which, an appeal may be
taken from any other order of the court.
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Interest of
securities
underwriter
|
918. This Division does not apply to a
securities underwriter in respect of shares of a
body corporate or ownership interests in an
unincorporated entity that are acquired by the
underwriter in the course of a distribution to
the public of those shares or ownership
interests and that are held by the underwriter
for a period of not more than six months.
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Arrange- ments to effect compliance
|
919. (1) The directors of a bank holding
company may make such arrangements as
they deem necessary to carry out the intent of
this Division and, in particular, but without
limiting the generality of the foregoing, may
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Order of
Superinten- dent
|
(2) The Superintendent may, by order,
direct a bank holding company to obtain from
any person in whose name a share of the bank
holding company is held a declaration setting
out the name of every entity controlled by that
person and containing information
concerning
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Compliance
required
|
(3) As soon as possible after receipt by a
bank holding company of a direction under
subsection (2),
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Outstanding
declaration:
effect
|
(4) Where, pursuant to this section, a
declaration is required to be submitted by a
shareholder or other person in respect of the
issue or transfer of any share, a bank holding
company may refuse to issue the share or
register the transfer unless the required
declaration is submitted.
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Reliance on
information
|
920. A bank holding company and any
person who is a director or an officer,
employee or agent of the bank holding
company may rely on any information
contained in a declaration required by the
directors pursuant to section 919 or on any
information otherwise acquired in respect of
any matter that might be the subject of such a
declaration, and no action lies against the bank
holding company or any such person for
anything done or omitted to be done in good
faith in reliance on any such information.
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Competition
Act
|
921. Nothing in, or done under the authority
of, this Act affects the operation of the
Competition Act.
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