Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 14
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. 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 busi