Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations (SOR/2015-168)

Marginal note:Provision of information

• 10 (1) A converting company must, subject to the Supervisory Information (Insurance Companies) Regulations and the Supervisory Information (Insurance Holding Companies) Regulations, provide to counsel for each class of policyholders whatever information or documents they reasonably require to facilitate the negotiations referred to in section 12.

• Marginal note:Access to information and documents

  (2) Any information or document that the converting company provides to counsel for one class of policyholders must be provided to counsel for the other class.

• Marginal note:Confidentiality

  (3) The court may make orders respecting the confidentiality of information provided by the converting company and determine under what circumstances the information can be used or disclosed.

Marginal note:Costs payable by converting company

• 11 (1) The court must determine, having regard to their reasonableness, the amounts payable by a converting company in relation to the negotiations referred to in section 12, including the costs of counsel and any experts consulted by the policyholder committees, remuneration for policyholder committee members and reimbursement of their expenses for travel, accommodation and meals in respect of attendance at policyholder committee meetings.

• Marginal note:Payment

  (2) All amounts determined by the court must be paid by the converting company no later than the day on which it seeks the Superintendent’s authorization to send the notice referred to in paragraph 237(1.2)(a) of the Act or the day on which the conversion process is terminated under section 21, whichever comes first, or on any other day that the court may set.

Method and Benefits

Marginal note:Purpose of negotiations

• 12 (1) The policyholder committees, with the assistance of the counsel appointed by the court, must enter into negotiations to establish the method of allocating the value of the converting company and to determine whether any benefits will be provided to any persons or classes of persons — other than eligible policyholders — as a result of the conversion.

• Marginal note:Method of allocating value of converting company

  (2) The method of allocating the value of the converting company among eligible policyholders and, as the case may be, any persons or classes of persons — other than eligible policyholders — must be described in detail and set out

  • (a) the basis on which any variable amount of benefits will be calculated;

  • (b) any fixed, minimum or maximum amount of benefits to be provided to each of them;

  • (c) the rationale for choosing the method of determining and allocating the benefits; and

  • (d) the aggregate value of the benefits.

• Marginal note:Calculation of variable amount

  (3) The variable amount of benefits referred to in paragraph (2)(a) must, in respect of each eligible policyholder, be calculated having regard to at least the following factors:

  • (a) their obligations, rights and benefits;

  • (b) the premiums paid by them;

  • (c) the length of time they have held a policy with the company; and

  • (d) the historical growth of the company’s surplus account.

• Marginal note:Persons or classes of persons other than eligible policyholders

  (4) If benefits will be provided to any persons or classes of persons — other than eligible policyholders — as a result of the conversion, the policyholder committees must establish a list of those persons or classes of persons to whom benefits will be provided including, any persons or classes of persons suggested by the converting company and approved by the policyholder committees.

• Marginal note:Approval by policyholder committees

  (5) The method of allocating the value of the converting company and, if any, the list of persons or classes of persons — other than eligible policyholders — are considered approved by the two policyholder committees once at least two thirds of the members of each committee approve them.

Conversion Proposal

Marginal note:Contents of conversion proposal

• 13 (1) A converting company must develop a conversion proposal that includes

  • (a) a report setting out the value of the converting company as estimated by the company and a description of the method used and any assumptions made in estimating that value;

  • (b) the eligibility date;

  • (c) the list of persons or classes of persons — other than eligible policyholders — approved under subsection 12(5), if any;

  • (d) a detailed description of the benefits to be provided to eligible policyholders and the persons or classes of persons referred to in paragraph (c);

  • (e) the detailed description of the method approved under subsection 12(5);

  • (f) a description of the mechanisms proposed to effect an initial issuance of common shares or any other class of shares, including a copy of the proposed by-law authorizing the issuance of those shares;

  • (g) if shares in the converted company are to be issued to a holding corporation, a description of the proposed activities of the holding corporation;

  • (h) if shares have been issued and remain outstanding immediately prior to the effective date of the conversion, a statement describing how those shares will be converted into common shares following conversion;

  • (i) if the benefits referred to in paragraph (d) include shares, a description of the measures to be taken by the converted company, in the two years following the effective date of the conversion, to assist the eligible policyholders and the persons or classes of persons referred to in paragraph (c) who receive the shares to sell those shares on a public market and to address any potential imbalances that may arise between the volume of shares offered for sale by them and the volume of shares sought for purchase by public market participants;

  • (j) a description of how the measures referred to in paragraph (i) would be affected if the converted company were to issue additional shares in the two years following the effective date of the conversion; and

  • (k) a statement that the directors of the converting company may terminate the conversion process at any time before letters patent of conversion are issued.

• Marginal note:Valuation day

  (2) The Superintendent is authorized to specify the day at which the value of a converting company must be estimated by the converting company.

Special Meeting of Eligible Mutual Policyholders

Marginal note:Superintendent’s authorization

• 14 (1) Once the conversion proposal is completed, a converting company must obtain the Superintendent’s authorization to send to the eligible mutual policyholders a notice of a special meeting at which the eligible mutual policyholders may vote by special resolution on whether to amend the company’s by-laws to permit all eligible non-mutual policyholders to vote on the conversion proposal and on the authorization referred to in paragraph 237(1.1)(c) of the Act.

• Marginal note:Information and documents to Superintendent

  (2) To obtain the Superintendent’s authorization, the converting company must submit to the Superintendent

  • (a) the conversion proposal, as well as the description of the conversion proposal that is to be included in the notice sent to eligible policyholders under paragraph 237(1.2)(a) of the Act;

  • (b) an opinion prepared by the actuary of the converting company and an opinion prepared by an independent actuary stating

    • (i) that the benefits referred to in paragraph 13(1)(d) and the method referred to in paragraph 13(1)(e) are fair and equitable to the eligible policyholders, and

    • (ii) that the financial strength and vitality of the converting company and the security of its policyholders with respect to the continuation of their policies will not be materially adversely affected by the conversion;

  • (c) an opinion prepared by an independent valuation expert stating that the method and assumptions referred to in paragraph 13(1)(a) that were employed to estimate the value of the converting company are appropriate and that the estimated value reasonably reflects prevailing market conditions as of the day the value was estimated;

  • (d) if other benefits are to be provided in lieu of shares, an opinion prepared by an independent actuary or an independent valuation expert stating that the alternative benefits are appropriate substitutes for the shares as of the day the value of the converting company was estimated;

  • (e) an opinion prepared by an independent financial market expert stating that the measures referred to in paragraph 13(1)(i) are likely to assist the eligible policyholders and the persons or classes of persons referred to in paragraph 13(1)(c) who receive the shares to sell those shares on a public market and to address any potential imbalances that may arise between the volume of shares offered for sale by them and the volume of shares sought for purchase by public market participants;

  • (f) the annual statement for the most recently completed financial year of the converting company, in addition to the reports required by the Act for that year, prepared by the converting company’s auditor and actuary;

  • (g) if the notice of the special meeting is to be sent to the eligible mutual policyholders more than 120 days after the end of the most recently completed financial year of the converting company, financial statements for the portion of the current financial year ending prior to a day that is not more than 120 days before the day on which the notice is sent, and the converting company’s auditor’s comfort letter in respect of those statements;

  • (h) pro forma financial statements of the future converted company showing the effect of the conversion and any other significant transactions contemplated in relation to the conversion, including any proposed initial public offering of common shares, based on

    • (i) the annual statement for the most recently completed financial year, or

    • (ii) in the circumstances referred to in paragraph (g), the financial statements for the portion of the current financial year referred to in that paragraph;

  • (i) the compilation report of the converting company’s auditor, and a statement of reconciliation, in respect of the financial statements referred to in paragraph (h);

  • (j) a detailed description of any significant transaction contemplated in relation to the conversion;

  • (k) if the converted company is required under the laws of any jurisdiction in which it carries on business to file a prospectus in respect of its issuance of shares to eligible policyholders or the persons or classes of persons referred to in paragraph 13(1)(c), a copy of that prospectus;

  • (l) the proposed resolution to amend the company’s by-laws to permit all eligible non-mutual policyholders to vote on the conversion proposal;

  • (m) the special resolutions referred to in subsection 237(1.5) of the Act to be proposed subsequently at a special meeting of eligible policyholders;

  • (n) if shares in the converted company are to be issued to a holding corporation, a copy of the holding corporation’s existing or proposed incorporating instrument and by-laws;

  • (o) the summaries referred to in paragraph 15(h); and

  • (p) the notice of the special meeting, as well as the information and documents referred to in section 15 and the form of proxy and any management proxy circular to be sent with the notice.

• Marginal note:Financial statement requirements

  (3) The financial statements referred to in paragraphs (2)(g) and (h) must be

  • (a) prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act; and

  • (b) accompanied by a report of the chief financial officer of the converting company stating that the financial statements have not been audited but have been prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act.

• Marginal note:Decision to authorize

  (4) In deciding whether to authorize the sending of the notice, the Superintendent must consider the information and documents submitted under subsection (2) and may consider any additional information or documents relating to the converting company or any aspect of the conversion proposal.

• Marginal note:Deadline

  (5) The conversion proposal and the opinions referred to in paragraph (2)(b) must be submitted no later than one year after the day on which the court appoints the members of the policyholder committees.

• Marginal note:Conditions of authorization

  (6) As a condition of authorizing the sending of the notice, the Superintendent may require

  • (a) that any information that the Superintendent considers appropriate, in addition to that required under section 15, be sent with the notice; and

  • (b) that the converting company

    • (i) hold one or more information sessions for the eligible mutual policyholders prior to the holding of the special meeting, for which the rules may be set by the Superintendent, and

    • (ii) take any other measures that the Superintendent considers appropriate to assist the eligible mutual policyholders in forming a reasoned judgment on the special resolution.

Marginal note:Information and documents to eligible mutual policyholders

15 The notice referred to in subsection 14(1) must be sent with

• (a) a description of the steps that have been taken in the conversion process and the steps that are to be taken;

• (b) the conversion proposal and description referred to in paragraph 14(2)(a);

• (c) a description of the advantages and disadvantages of the proposed conversion to the converting company and to its policyholders;

• (d) a description of the alternatives to conversion that the directors of the converting company have considered and the reasons why, in their opinion, the conversion is in the best interests of the company and its policyholders;

• (e) a description of the form, amount and estimated market value or range of market values of the benefits to be provided as a result of the conversion to the eligible policyholder to whom the notice is sent;

• (f) a description of any right of policyholders to vote after the conversion, as policyholders or shareholders of the converted company;

• (g) for each jurisdiction in which at least one per cent of all eligible policyholders reside, a description of the income tax treatment accorded the benefits referred to in paragraph (e) in that jurisdiction;

• (h) summaries of

  • (i) the opinions referred to in paragraphs 14(2)(b) to (e), other than those that are subject to an exemption under section 22, and

  • (ii) the documents referred to in paragraph 14(2)(n);

• (i) the financial statements referred to in paragraphs 14(2)(f) to (h), other than those that are subject to an exemption under section 22;

• (j) the documents referred to in paragraphs 14(2)(i) and (j), other than those that are subject to an exemption under section 22;

• (k) a brief description of the business carried on by the converting company and its subsidiaries, and the general development of that business, during the three years preceding a day that is not more than 120 days before the day on which the notice is sent to the eligible mutual policyholders, and any future business foreseen as of that day;

• (l) a brief description of any substantial variations in the operating results of the converting company during the three most recently completed financial years preceding the notice and, if the notice is sent to the eligible mutual policyholders more than 120 days after the end of the most recently completed financial year of the converting company, during the portion of the current financial year ending on a day that is not more than 120 days before the day on which the notice is sent;

• (m) the names of all persons who, on the day on which the notice is sent to the eligible mutual policyholders, have a significant interest in the converting company or who, as a result of the conversion, will have a significant interest in the converted company, and a description of the type and number of shares held or to be held by those persons;

• (n) the name and address of the converted company’s auditor;

• (o) the names and addresses of the proposed transfer agents and registrars;

• (p) the proposed location for the securities registers for the initial issuance of common shares;

• (q) a description of any sales by the converting company, within the 12 months preceding a day that is not more than 120 days before the day on which the notice is sent to the eligible mutual policyholders, of securities of the same type as those to be provided as benefits to the eligible policyholders under the conversion proposal;

• (r) a copy of any prospectus referred to in paragraph 14(2)(k);

• (s) a description of the restrictions set out in sections 23 and 24 and of any plans that the converting company has for the establishment of stock option or stock incentive plans for the persons referred to in those sections after the period referred to in section 24;

• (t) a description of any measures, including the establishment of toll-free lines and websites, the holding of information sessions, and the placement of advertisements in widely circulated publications, that the converting company will take before holding a special meeting referred to in subsection 237(1.1) of the Act to provide eligible policyholders with information about the proposed conversion and an opportunity to raise questions or concerns about the proposed conversion;

• (u) a description of the measures that the converting company will take to encourage eligible policyholders to vote on the conversion proposal, in person or by proxy, at the special meeting referred to in subsection 237(1.1) of the Act;

• (v) an indication of the eligible mutual policyholders’ right under section 164.01 of the Act to appoint a proxyholder to attend and act at the special meeting on their behalf; and

• (w) any other information that the Superintendent has required under paragraph 14(6)(a).