Insurance Companies Act — I-11.8 495
al system in Canada. Superintendent’s approval (8) Subject to subsection (9) and the regulations, a company may not acquire control of, or acquire or increase a substantial investment in, an entity referred to in any of paragraphs (1)(g) to (j) and (6)(b) and (c) unless the company obtains the approval of the Superintendent. Exception (9) Subsection (8) does not apply in respect of a particular transaction if (a) the company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b) or (4)(b); (b) the company is acquiring control of an entity whose activities are limited to the activities of a factoring entity or a financial leasing entity; (b.1) the company is acquiring control of, or acquiring or increasing a substantial investment in, an entity whose activities are limited to acquiring or holding shares of, or ownership interests in, permitted infrastructure entities; or (c) the Minister has approved the transaction under subsection (7) or is deemed to have approved it under subsection 496(1); (d) subject to subsection (9.1), the company is acquiring control of an entity (referred to in this paragraph as the “target entity”) referred to in paragraph (6)(b) or (c) and A/B < C where A is the aggregate of the values, as they would have been reported in the company’s annual financial statements if those statements were prepared on the day of the acquisition of control of the target entity, of (i) the target entity’s consolidated assets, (ii) the assets of the company and of any subsidiary of the company that were acquired, at any time within the 12 months preceding the acquisition of control of the target entity, from any entity that, at that time, held any of the assets referred to in subparagraph (i), and (iii) the consolidated assets of any entity referred to in paragraph (6)(b) or (c) the control of which is acquired by the company at the same time as the acquisition of control of the target entity — or within the 12 months preceding the acquisition of control of the target entity if, at any time within those 12 months, that entity and the target entity were affiliates — excluding any assets referred to in subparagraph (i) or (ii) and the consolidated assets of an entity in respect of which no approval of the Superintendent is required under any of paragraphs (a) to (c), B is the value of the company’s consolidated assets, as shown in its last annual statement prepared before the acquisition of control of the target entity, and C is (i) 0.01, in the case of a company with equity of 12 billion dollars or more, or (ii) 0.02, in the case of any other company; or (e) the company is acquiring or increasing a substantial investment in an entity (referred to in this paragraph as the “target entity”) without acquiring control of it, and A/B < C where A is the aggregate of the values, as they would have been reported in the company’s annual financial statements if those statements were prepared on the day of the acquisition or increase of the substantial investment in the target entity, of (i) the shares of, or other ownership interests in, the target entity that the company or a subsidiary of the company is acquiring in the transaction that results in the acquisition or increase of a substantial investment in the target entity, and the shares of, or other ownership interests in, the target entity that are held by an entity the control of which the company is acquiring in the transaction that results in the acquisition or increase of a substantial investment in the target entity, (ii) the shares of, or other ownership interests in, the target entity that are held by the company or a subsidiary of the company and that were acquired by the company or the subsidiary within the 12 months preceding the transaction referred to in subparagr