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

Marginal note:Issuance of shares

24 A converted company must not, prior to the listing of its shares on a recognized stock exchange in Canada and for a period of one year after that listing, issue or provide shares, share options or rights to acquire shares to the following persons, other than shares issued to eligible policyholders or the persons or classes of persons referred to in paragraph 13(1)(c) as a result of a conversion:

• (a) any director, officer or employee of the company; or

• (b) any person who was a director, officer or employee of the converted company during the year preceding the day on which the conversion takes effect.

Marginal note:Acquisition

• 25 (1) During a company’s first four years as a converted company, the Minister may only give an approval under subsection 407(1) of the Act in respect of the company if

  • (a) the proposed acquisition would not result in the converted company having a major shareholder; or

  • (b) the Minister is of the opinion that the converted company is, or is about to be, in financial difficulty and that the proposed acquisition would facilitate an improvement in its financial condition.

• Marginal note:Restriction

  (2) A body corporate that holds all of the voting shares of a converted company and makes an application under paragraph 39(1)(b) of the Act must, for the duration of the four-year period, include in that body corporate’s incorporating instrument a provision that restricts the issue, transfer or ownership of that body corporate’s shares, of any class or series, so as to prevent that body corporate from having a major shareholder.

• Marginal note:Removal of provision

  (3) Despite subsection (2), the body corporate may amend its incorporating instrument to remove the provision included in it under that subsection, if the Minister has given an approval under paragraph (1)(b).

Coming into Force

Marginal note:Publication

Footnote ^*26 These Regulations come into force on the day on which they are published in the Canada Gazette, Part II.

• Return to footnote ^*[Note: Regulations in force July 1, 2015.]