Trust and Loan Companies Act — T-19.8 451
Restriction on control and substantial investments 451 (1) Subject to subsections (2) to (4.4), no company shall acquire control of, or hold, acquire or increase a substantial investment in, any entity other than a permitted entity. Exception: indirect investments (2) A company may, subject to Part XI, acquire control of, or acquire or increase a substantial investment in, an entity other than a permitted entity by way of (a) an acquisition of control of an entity referred to in any of paragraphs 453(1)(a) to (j), or of a prescribed entity, that controls or has a substantial investment in the entity; or (b) an acquisition of shares or ownership interests in the entity by (i) an entity referred to in any of paragraphs 453(1)(a) to (j), or a prescribed entity, that is controlled by the company, or (ii) an entity controlled by an entity referred to in any of paragraphs 453(1)(a) to (j), or a prescribed entity, that is controlled by the company. Exception: temporary investments, realizations and loan workouts (3) A company may, subject to Part XI, acquire control of, or acquire or increase a substantial investment in, an entity by way of (a) a temporary investment permitted by section 456; (b) an acquisition of shares of a body corporate or of ownership interests in an unincorporated entity permitted by section 457; or (c) a realization of security permitted by section 458. Exception: specialized financing regulations (4) A company may, subject to Part XI, acquire control of, or hold, acquire or increase a substantial investment in, an entity other than a permitted entity if it does so in accordance with regulations made under paragraph 452(d) concerning specialized financing. Business growth fund (4.1) Subject to section 450.1, subsections (4.2) to (4.4) and Part XI, a company may hold, acquire or increase a substantial investment in the business growth fund or any entity that the business growth fund controls. For greater certainty (4.2) For greater certainty, a company is prohibited from acquiring control of the business growth fund or any entity that the business growth fund controls. Prohibition — entity (4.3) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: (a) an entity referred to in any of paragraphs 453(1)(a) to (j); (b) an entity that is primarily engaged in the leasing of motor vehicles in Canada for the purpose of extending credit to a customer or financing a customer’s acquisition of a motor vehicle; (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; (d) an entity that acts as an insurance broker or agent in Canada; or (e) an entity that is engaged in any prescribed activity. Prohibition — capital and loans (4.4) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds shares of, or other ownership interests in, an entity or holds a loan made to an entity and, in respect of that entity and its affiliates, the aggregate value of the following exceeds $100,000,000: (a) all ownership interests that are held by the company, the company’s subsidiaries, the business growth fund or the entities that the business growth fund controls, the value of those ownership interests as determined by the amount paid for them at the time each was first acquired by any of those entities; and (b) the outstanding principal of all loans held by the bu