|
|
|
|
| Deeming
|
(18) For the purposes of this Act, after the
day that is two years after December 31, 1999,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
402. The Act is amended by adding the
following after section 407:
|
|
| Life
companies -
major
shareholder
|
407.01 (1) If a converted company in
respect of which subsection 407(4) applies or
a company to which subsection 407(5) 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 converted company or company, as the
case may be, must 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,
|
|
|
|
|
|
|
|
|
|
| Exemption
|
(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.
|
|
| Extension
|
(3) If general market conditions so warrant
and the Minister is satisfied that the converted
company or the 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.
|
|
| Life
companies -
major
shareholder
|
407.011 (1) Despite subsection 407.01(1),
if a converted company in respect of which
subsection 407(4) applies or a company to
which subsection 407(5) applies controls a life
company in respect of which subsection
407.01(1) does not apply by reason of
subsection 407.01(2) and the equity of the life
company reaches two hundred and fifty
million dollars or more or any other amount
that is prescribed and on the day the equity of
the life company reaches two hundred and
fifty million dollars or more, or the prescribed
amount, as the case may be, a person is a major
shareholder of the life company or of any
entity that also controls the life company, the
converted company or company must do all
things necessary to ensure that, on the day that
is three years after that day,
|
|
|
|
|
|
|
|
|
|
| Extension
|
(2) If general market conditions so warrant
and the Minister is satisfied that the converted
company or the 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.
|
|
| Life
companies -
significant
interest
|
407.02 (1) If a converted company in
respect of which subsection 407(11) applies or
a company to which subsection 407(12)
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 converted
company or company, as the case may be,
must 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,
|
|
|
|
|
|
|
|
|
|
| Exemption
|
(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.
|
|
| Extension
|
(3) If general market conditions so warrant
and the Minister is satisfied that the converted
company or the 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.
|
|
| Prohibition
against
significant
interest
|
407.03 (1) No person who has a significant
interest in any class of shares of a widely held
converted company in respect of which
subsection 407(4) applies or of a widely held
company to which subsection 407(5) applies
may have a significant interest in any class of
shares of a subsidiary of the converted
company or company, as the case may be, that
is a life company or an insurance holding
company.
|
|
| Prohibition
against
significant
interest
|
(2) No person who has a significant interest
in any class of shares of a life company may
have a significant interest in any class of
shares of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
403. The Act is amended by adding the
following after section 407.1:
|
|
| Prohibition
against
control
|
407.2 (1) Despite section 407.1, no person
shall control, within the meaning of paragraph
3(1)(d), a converted company in respect of
which subsection 407(4) or (11) applies or a
company to which subsection 407(5) or (12)
applies.
|
|
| Exception
|
(2) Subsection (1) does not apply to a
company to which subsection 407(5) or (12)
applies or to an insurance holding company to
which subsection 407(6) or (13) applies that is
permitted to control, within the meaning of
paragraph 3(1)(d), under those subsections,
the converted company.
|
|
| Exception
|
(2.1) Subsection (1) does not apply to an
insurance holding company to which
subsection 407(10) or (16) applies that is
permitted to control, within the meaning of
paragraph 3(1)(d), under those subsections,
the company.
|
|
| Exception -
other entities
|
(3) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the converted company or
company, as the case may be, if the entity is
controlled, within the meaning of that
paragraph, by a company to which subsection
407(5) or (12) applies, or an insurance holding
company to which subsection 407(6) or (13)
applies, that is permitted to be a major
shareholder of the converted company or
company, as the case may be, or to have a
significant interest in any class of shares of the
converted company or company, as the case
may be.
|
|
| Loss of
control
|
(4) Despite subsections (1) and 407(4), if
the converted company referred to in
subsection (1) is a converted company in
respect of which subsection 407(4) applies, a
company to which subsection 407(5) applies
or an insurance holding company to which
subsection 407(6) applies may be a major
shareholder of the converted company and
cease to control, within the meaning of
paragraph 3(1)(d), the converted company if
the company or the insurance holding
company, as the case may be, has entered into
an agreement with the Minister to do all things
necessary to ensure that it is not a major
shareholder of the converted company on the
expiration of the day specified in the
agreement.
|
|
| Exception
|
(4.1) Despite subsections (1) and 407(9), if
the company referred to in subsection (1) is a
company to which subsection 407(5) applies,
an insurance holding company to which
subsection 407(6) applies may be a major
shareholder of the company and cease to
control, within the meaning of paragraph
3(1)(d), the company if the insurance holding
company has entered into an agreement with
the Minister to do all things necessary to
ensure that it is not a major shareholder of the
company on the expiration of the day
specified in the agreement.
|
|
| Extension
|
(5) If general market conditions so warrant
and the Minister is satisfied that the company
or the insurance holding company, as the case
may be, has used its best efforts to be in
compliance with subsection (4) or (4.1) on the
required day, the Minister may specify a later
day as the day from and after which it must
comply with that subsection.
|
|
| Loss of
control
|
(6) Despite subsections (1) and 407(11), if
the converted company referred to in
subsection (1) is a converted company in
respect of which subsection 407(11) applies, a
company to which subsection 407(12) applies
or an insurance holding company to which
subsection 407(13) applies may have a
significant interest in a class of shares of the
converted company and cease to control,
within the meaning of paragraph 3(1)(d), the
converted company if the company or the
insurance holding company, as the case may
be, has entered into an agreement with the
Minister to do all things necessary to ensure
that it does not have a significant interest in
any class of shares of the converted company
on the expiration of the day specified in the
agreement.
|
|
| Exception
|
(6.1) Despite subsections (1) and 407(15),
if the company referred to in subsection (1) is
a company to which subsection 407(12)
applies, an insurance holding company to
which subsection 407(13) applies may have a
significant interest in a class of shares of the
company and cease to control, within the
meaning of paragraph 3(1)(d), the company if
the insurance holding company has entered
into an agreement with the Minister to do all
things necessary to ensure that it does not have
a significant interest in any class of shares of
the company on the expiration of the day
specified in the agreement.
|
|
| Extension
|
(7) If general market conditions so warrant
and the Minister is satisfied that the company
or the insurance holding company, as the case
may be, has used its best efforts to be in
compliance with subsection (6) or (6.1) on the
required day, the Minister may specify a later
day as the day from and after which it must
comply with that subsection.
|
|
|
|
404. Subsections 409(1) to (3) of the Act
are replaced by the following:
|
|
| Where
approval not
required
|
409. (1) Despite subsections 407(1) and (2)
and section 408, the approval of the Minister
is not required in respect of a company, other
than a converted company in respect of which
subsection 407(4) applies or a company to
which subsection 407(5) applies, if a person
with a significant interest in a class of shares
of the company or an entity controlled by a
person with a significant interest in a class of
shares of the 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 company to a percentage that is greater
than the percentage referred to in subsection
(2) or (3), whichever is applicable.
|
|
| Percentage
|
(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 company on the later of June 1, 1992 and
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 company, or of control of
an entity that held shares of that class of shares
of the company, for which approval was given
by the Minister.
|
|
| When
approval not
required
|
(3) If a person has a significant interest in
a class of shares of a 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 company, or of control of
an entity that held shares of that class of shares
of the 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
|
|
|
|
|
|
|
|
|
|
|
|
405. Subsection 410(1) of the Act is
replaced by the following:
|
|
| When
approval not
required
|
410. (1) Despite subsections 407(1) and (2)
and section 408, the approval of the Minister
is not required if
|
|
|
|
|
|
|
|
|
|
| Exception
|
(1.1) Paragraph (1)(a) does not apply in
respect of a converted company in respect of
which subsection 407(4) or (11) applies or a
company to which subsection 407(5) or (12)
applies.
|
|
|
|
406. Section 411 of the Act is replaced by
the following:
|
|
| Public
holding
requirement
|
411. (1) Every company shall, from and
after the day determined under this section in
respect of that 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 company and
that are
|
|
|
|
|
|
|
|
|
|
| Determina- tion of day
|
(2) If the 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 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 and policyholders
of the company held after the equity of the
company first reaches one billion dollars.
|
|
| Extension
|
(3) If general market conditions so warrant
and the Minister is satisfied that a 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
company must comply with subsection (1).
|
|
|
|
407. Subsection 412(1) of the Act is
replaced by the following:
|
|
| Limit on
assets
|
412. (1) Unless an exemption order with
respect to the company is granted under
section 414, if a company fails to comply with
section 411 in any month , the Minister may,
by order, require the 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 company's average total assets
in the three month period ending on the last
day of the month immediately before the
month specified in the order.
|
|
|
|
408. (1) The portion of subsection 414(1)
of the Act before paragraph (c) is replaced
by the following:
|
|
| Exemption by
order of
Minister
|
414. (1) An entity that controls a company
and that is
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Paragraph 414(1)(e) of the Act is
replaced by the following:
|
|
|
|
|
|
|
|
(3) Paragraph 414(5)(a) of the Act is
replaced by the following:
|
|
|
|
|
|
|
|
409. Section 416 of the Act is replaced by
the following:
|
|
| Acquisition of
control
permitted
|
416. (1) Subject to subsection (2) and
sections 408 and 417, section 411 does not
apply in respect of a company if a person
acquires control of a company with equity of
one billion dollars or more through the
purchase or other acquisition of all or any
number of the shares of the company by the
person or by any entity controlled by the
person.
|
|
| Undertaking
required
|
(2) Subsection (1) applies only if the person
provides the Minister with an undertaking
satisfactory to the Minister to do all things
necessary so that, within three years after the
acquisition, or any other period that the
Minister may specify, the company has voting
shares that carry at least 35 per cent of the
voting rights attached to all of the outstanding
voting shares of the company and that are
|
|
|
|
|
|
|
|
|
|
| 1997, c. 15,
s. 246
|
410. (1) The portion of subsection 418(1)
of the Act before paragraph (a) is replaced
by the following:
|
|
| Restriction on
voting rights
|
418. (1) If , with respect to any company, a
particular person contravenes subsection
407(1), (4), (9), (11) or (15) or section 407.03 ,
407.1 or 407.2 or fails to comply with an
undertaking referred to in subsection 416(2)
or with any term or condition imposed under
section 421 , no person, and no entity
controlled by the particular person, shall, in
person or by proxy, exercise any voting rights
|
|
| 1997, c. 15,
s. 246
|
(2) Subsection 418(2) of the Act is
replaced by the following:
|
|
| Subsection (1)
ceases to
apply
|
(2) Subsection (1) ceases to apply in respect
of a person when, as the case may be ,
|
|
|
|
|
|
|
|
|
|