Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Effect of Superintendent’s approval

234. Where the Superintendent approves the purchase or other acquisition of shares of a company pursuant to a mutualization proposal, the company

• (a) shall, within the period set out in the mutualization proposal, purchase or otherwise acquire the shares for the purchase or other acquisition of which pursuant to the proposal the company holds binding offers; and

• (b) may acquire the remaining shares in accordance with Division X, which applies in respect of that acquisition with such modifications as the circumstances require, as if each reference in that Division to

  • (i) the “offeree company” or the “offeror” were a reference to the “company”,

  • (ii) a “dissenting offeree” were a reference to a holder of a share of the company who has not offered to sell his or her share under the terms of the mutualization proposal,

  • (iii) an “offeree who accepted the take-over bid” were a reference to a holder of a share of the company who has offered to sell his or her share under the terms of the mutualization proposal, and

  • (iv) the “date of the take-over bid” or the “date of termination of the take-over bid” were a reference to the date on which the Superintendent approves the purchase or other acquisition of the shares of the company pursuant to a mutualization proposal.

Marginal note:Payment

235. Notwithstanding anything in this Act, a company may, with the approval of the Superintendent, pay for shares purchased or otherwise acquired pursuant to a mutualization proposal by

• (a) making a promissory note that is, or issuing debt securities that are, payable at a fixed or determinable future time not later than ten years after the date of its making or their issue; or

• (b) issuing shares that a mutual company may issue.

Marginal note:Conversion into mutual company

• 236. (1) Where a company purchases or otherwise acquires all of its common shares pursuant to a mutualization proposal,

  • (a) the company shall cancel those shares; and

  • (b) the directors of the company shall apply to the Minister for the issue of letters patent to effect the conversion of the company into a mutual company.

• Marginal note:Issue of letters patent

  (2) On receipt of an application referred to in subsection (1), the Minister shall issue letters patent to effect the conversion of the company into a mutual company.

• Marginal note:Effect of letters patent

  (3) Letters patent issued pursuant to subsection (2) become effective on the day stated in the letters patent.

Marginal note:Definitions

236.1 The following definitions apply in sections 237 to 237.2.

“conversion proposal”

« proposition de transformation »

“conversion proposal” means a proposal to convert a mutual company into a company with common shares.

“converting company”

« société en transformation »

“converting company” has the meaning given to that expression by the regulations.

“eligible policyholder”

« souscripteur admissible »

“eligible policyholder” has the meaning given to that expression by the regulations.

“letters patent of conversion”

« lettres patentes de transformation »

“letters patent of conversion” means letters patent issued under paragraph 237(1)(b).