Mutual Company (Life Insurance) Conversion Regulations — 5
5 (1) Subject to section 11, prior to sending a notice of a special meeting, a converting company shall submit to the Superintendent (a) an opinion prepared by the actuary of the company and an opinion prepared by an independent actuary, (i) stating that the benefits and method, referred to in paragraph 4(1)(d), to be used to apportion the value of the company among eligible policyholders are fair and equitable to those policyholders, (ii) providing an explanation of how the assets referred to in paragraph 4(1)(g) are expected to be adequate to (A) meet contractual obligations under the policies in respect of which the accounts referred to in section 456 of the Act are maintained, (B) meet the reasonable expectations of the holders of those policies in respect of future dividends and other non-guaranteed policy benefits, and (C) support any future participating policies expected to be allocated to those accounts, and (iii) stating that the future financial strength and vitality of the company and the security of policyholders will not be materially adversely affected by the conversion; (b) an opinion from a valuation expert that the method and assumptions referred to in paragraph 4(1)(a) employed to estimate the value of the company are appropriate and that that value reasonably reflects prevailing market conditions as at the day it was estimated; (c) where, in respect of a conversion, other benefits are to be provided in lieu of shares, an opinion from an independent actuary, or from a valuation expert, that those benefits are appropriate substitutes for the shares as at the day the value of the company was estimated; (d) an opinion from a financial market expert that the measures referred to in paragraph 4(1)(l) are likely to ensure that the eligible policyholders who receive shares will be able to sell those shares, within the two years following the effective date of the conversion, on a public market; (e) the annual statement for the most recently completed financial year of the converting company, accompanied by reports for that year of the auditor and actuary of the company; (f) where a notice of a special meeting is to be sent to eligible 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 an auditor’s comfort letter in respect thereof; (g) pro forma financial statements of the converted company, showing the effect of the conversion and any other significant transactions contemplated in connection with 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 (f), the financial statements for the portion of the current financial year referred to in that paragraph; (h) the compilation report of the auditor of the company, and a statement of reconciliation, in respect of the financial statements referred to in paragraph (g); (i) a detailed description of any significant transaction contemplated in connection with the conversion; (j) the conversion proposal referred to in subsection 4(1); (k) the summaries referred to in paragraph 7(1)(g); (l) the notice of the special meeting and the form of proxy and any management proxy circular to be sent with the notice; (m) any prospectus referred to in paragraph 7(1)(q); (n) the proposed letters patent of conversion; (o) the proposed resolutions referred to in subsection 237(1.5) of the Act; and (p) where shares of the converted company are to be issued to a holding body corporate, a copy of the existing or proposed incorporating instrument and by-laws of the body corporate. (2) The financial statements referred to in paragraphs (1)(f) and (g) (a) shall be prepared in accordance with the accoun