Insurance Companies Act — I-11.8 569
Asset transactions 569 (1) A society shall not, and shall not permit its subsidiaries to, without the approval of the Superintendent, acquire assets from a person or transfer assets to a person if A + B > C where A is the value of the assets; B is the total value of all assets that the society and its subsidiaries acquired from or transferred to that person in the twelve months ending immediately before the acquisition or transfer; and C is ten per cent of the total value of the assets of the society, as shown in the last annual statement of the society prepared before the acquisition or transfer. Approval of series of transactions (1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not. Exception (2) Subsection (1) does not apply in respect of (a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (v) of the definition “commercial loan” in subsection 490(1); or (b) a transaction or series of transactions by a society with another financial institution as a result of the society’s participation in one or more syndicated loans with that financial institution. Exception (3) The approval of the Superintendent under this section is not required if (a) the society sells or transfers assets under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01); (b) the society or its subsidiary acquires shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 554(5) is required. Value of assets (4) For the purposes of “A” in subsection (1), the value of the assets is (a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the society after the acquisition, the fair market value of the assets; and (b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the society prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the society if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer. Total value of all assets (5) For the purposes of subsection (1), the total value of all assets that the society or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the society, the fair market value of the assets of the entity at the date of the acquisition. Total value of all assets (6) For the purposes of subsection (1), the total value of all assets that the society or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the society prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the society if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer of the asset. 1991, c. 47, s. 569; 2001, c. 9, s. 440; 2007, c. 6, s. 255