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Interpretation
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| Definition of
``court''
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917. In this Subdivision, ``court'' means a
court having jurisdiction in the place where
the insurance holding company has its head
office.
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Application
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| Application of
Subdivision
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918. (1) This Subdivision does not apply to
an insurance holding company that is an
insolvent person or a bankrupt as those terms
are defined in subsection 2(1) of the
Bankruptcy and Insolvency Act.
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| Staying
proceedings
on insolvency
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(2) Any proceedings taken under this
Subdivision to dissolve or to liquidate and
dissolve an insurance holding company shall
be stayed if the insurance holding company is
at any time found in a proceeding under the
Bankruptcy and Insolvency Act to be an
insolvent person as defined in subsection 2(1)
of that Act.
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| Winding-up
and
Restructu-
ring Act does
not apply
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(3) The Winding-up and Restructuring Act
does not apply to an insurance holding
company.
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| Returns to
Superintenden
t
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919. A liquidator appointed under this
Subdivision to wind up the business of an
insurance holding company shall provide the
Superintendent with such information relating
to the business and affairs of the insurance
holding company in such form as the
Superintendent requires.
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Simple Liquidation
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| No property
and no
liabilities
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920. (1) An insurance holding company that
has no property and no liabilities may, if
authorized by a special resolution of the
shareholders or, if there are no shareholders,
by a resolution of all the directors, apply to the
Minister for letters patent dissolving the
insurance holding company.
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| Dissolution by
letters patent
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(2) Where the Minister has received an
application under subsection (1) and is
satisfied that all the circumstances so warrant,
the Minister may issue letters patent
dissolving the insurance holding company.
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| Effect of
letters patent
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(3) An insurance holding company in
respect of which letters patent are issued under
subsection (2) ceases to exist on the day stated
in the letters patent.
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| Proposing
liquidation
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921. (1) The voluntary liquidation and
dissolution of an insurance holding company,
other than an insurance holding company
referred to in subsection 920(1),
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(a) may be proposed by its directors; or
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(b) may be initiated by way of a proposal
made by a shareholder who is entitled to
vote at an annual meeting of shareholders in
accordance with sections 770 and 771.
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| Terms must be
set out
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(2) A notice of any meeting of shareholders
at which the voluntary liquidation and
dissolution of an insurance holding company
is to be proposed shall set out the terms of the
proposal.
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| Shareholders'
resolution
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922. Where the voluntary liquidation and
dissolution of an insurance holding company
is proposed, the insurance holding company
may apply to the Minister for letters patent
dissolving the insurance holding company if
authorized by a special resolution of the
shareholders or, where the insurance holding
company has issued more than one class of
shares, by special resolution of each class of
shareholders whether or not those
shareholders are otherwise entitled to vote.
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| Approval of
Minister
required
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923. (1) No action directed toward the
voluntary liquidation and dissolution of an
insurance holding company shall be taken by
an insurance holding company, other than as
provided in sections 921 and 922, until an
application made by the insurance holding
company pursuant to section 922 has been
approved by the Minister.
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| Conditional
approval
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(2) Where the Minister is satisfied on the
basis of an application made under section 922
that the circumstances warrant the voluntary
liquidation and dissolution of an insurance
holding company, the Minister may approve
the application.
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| Effect of
approval
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(3) Where the Minister has approved an
application made pursuant to section 922 with
respect to an insurance holding company, the
insurance holding company shall not carry on
business except to the extent necessary to
complete its voluntary liquidation.
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| Liquidation
process
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(4) Where the Minister has approved an
application made pursuant to section 922 with
respect to an insurance holding company, the
insurance holding company shall
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(a) cause notice of the approval to be sent to
each known claimant against and creditor
of the insurance holding company;
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(b) publish notice of the approval once a
week for four consecutive weeks in the
Canada Gazette and once a week for two
consecutive weeks in one or more
newspapers in general circulation in each
province in which the insurance holding
company transacted any business within the
preceding twelve months;
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(c) proceed to collect its property, dispose
of property that is not to be distributed in
kind to its shareholders, discharge or
provide for all its obligations and do all
other acts required to liquidate its business;
and
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(d) after giving the notice required under
paragraphs (a) and (b) and adequately
providing for the payment or discharge of
all its obligations, distribute its remaining
property, either in money or in kind, among
its shareholders according to their
respective rights.
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| Dissolution
instrument
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924. (1) Unless a court has made an order in
accordance with subsection 385(1), the
Minister may, if satisfied that the insurance
holding company has complied with
subsection 923(4) and that all the
circumstances so warrant, issue letters patent
dissolving the insurance holding company.
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| Insurance
holding
company
dissolved
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(2) An insurance holding company in
respect of which letters patent are issued under
subsection (1) is dissolved and ceases to exist
on the day stated in the letters patent.
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Court-supervised Liquidation
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| Sections 385
to 406 apply
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925. Sections 385 to 406 apply in respect of
insurance holding companies, subject to the
following:
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(a) references to ``company'' in those
sections are to be read as references to
``insurance holding company'';
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(b) references to ``this Part'' in those
sections are to be read as references to ``this
Division'';
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(c) references to ``this Division'' in those
sections are to be read as references to ``this
Subdivision'';
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(d) those sections are to be read without
reference to ``policyholder'';
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(e) the reference to ``subsection 331(1)'' in
paragraph 391(1)(i) is to be read as a
reference to ``subsection 887(1)''; and
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(f) the reference to ``section 668'' in
subsection 400(2) is to be read as a
reference to ``section 994''.
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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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(a) the acquisition would cause the person
to have a significant interest in any class of
shares of the insurance holding company; or
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(b) where the person has a significant
interest in a class of shares of the insurance
holding company, the acquisition would
increase the significant interest of the
person in that class of shares.
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| Amalgamatio
n, 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 makes an order under
subsection 407(8) determining 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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(a) the insurance holding company no
longer controls the life company; or
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(b) the life company or the entity that
controls the life company does not have any
major shareholder other than the insurance
holding company or any entity that the
insurance holding company controls.
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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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| Major
shareholder
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928.1 (1) Despite subsection 928(1), if an
insurance holding company in respect of
which subsection 927(4) applies controls a life
company in respect of which subsection
928(1) does not apply by reason of subsection
928(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 insurance holding
company must do all things necessary to
ensure that, on the day that is three years after
that day,
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(a) the insurance holding company no
longer controls the life company; or
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(b) the life company or the entity that
controls the life company does not have any
major shareholder other than the insurance
holding company or any entity that the
insurance holding company controls.
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| Extension
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(2) 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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(a) the insurance holding company no
longer controls the life company; or
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(b) no person has a significant interest in
any class of shares of the life company or
the entity that controls the life company,
other than the insurance holding company
or any entity that the insurance holding
company controls.
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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 a widely held
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
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(a) a widely held converted company in
respect of which subsection 407(4) applies
that controls the insurance holding
company;
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(b) a widely held company to which
subsection 407(5) applies that controls the
insurance holding company; or
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(c) a widely held insurance holding
company in respect of which subsection
407(6) applies that controls the insurance
holding company.
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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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(a) the transfer or issue of the share would
cause the person to have a significant
interest in any class of shares of the
insurance holding company; or
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(b) where the person has a significant
interest in a class of shares of the insurance
holding company, the transfer or issue of the
share would increase the significant interest
of the person in that class of shares of the
insurance holding company.
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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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(a) would not exceed five thousand, and
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(b) would not exceed 0.1 per cent of the
outstanding shares of that class,
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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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(a) 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 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, and
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(b) 10 percentage points in excess of the
lowest significant interest of the person in
that class of shares of the insurance holding
company at any time after the day 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.
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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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