jswizzle3737/ontario_laws_and_regs huggingface dataset:
Interpretation
127. In this Part, “loan” includes an acceptance, endorsement or other guarantee, a deposit, a letter of credit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities; “participating share” means a share of a body corporate that carries the right to participate in the earnings of the body corporate to an unlimited degree and to participate in a distribution of the remaining property of the body corporate on dissolution; “residential real estate” means real estate consisting of buildings, at least one-half of the floor space of which is used or is intended to be used as one or more private dwellings; “widely distributed” means, (a) in respect of debt obligations the distribution of which was exempted from the requirements to file a prospectus under the laws of Ontario, Canada, another province of Canada or a jurisdiction outside Canada, (i) at least 90 per cent of the maximum authorized principal of the debt obligations is held by one or more persons other than the provincial corporation and its prescribed subsidiaries, and, (A) the debt obligations were issued to at least 25 persons other than the corporation and its subsidiaries within six months after the day on which the first of the debt obligations was issued, or (B) if the debt obligations are issued on a continuous basis, there are on average at least 25 holders other than the corporation and its subsidiaries, or (ii) at the time of their initial distribution, the debt obligations met at least three of the following criteria: 1. Their initial term was less than one year. 2. They were rated by a rating agency. 3. They were distributed through a person authorized to trade in securities. 4. They were distributed in accordance with an offering circular or memorandum or a similar document relating to the distribution of securities, (b) in respect of any securities not referred to in clause (a), (i) they are listed and posted for trading on a recognized stock exchange, or (ii) a prospectus relating to the issuance of the securities was filed under the laws of Ontario, Canada, another province of Canada or a jurisdiction outside Canada. O. Reg. 413/97, s. 32. Portfolio Limits — Commercial Loans
Portfolio Limits — Commercial Loans
128. (1) A provincial corporation with a capital base of $15,000,000 or less shall not make or acquire a commercial loan, or acquire control of a body corporate of a type referred to in subsection 115 (1) that holds commercial loans, if the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries exceeds, or the acquisition or making of the commercial loan or the acquisition of control of the body corporate would cause the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries to exceed, 5 per cent of the consolidated assets of the corporation. (2) A provincial corporation shall not permit its prescribed subsidiaries to do anything that the corporation is prohibited from doing by subsection (1). O. Reg. 413/97, s. 32.
Portfolio Limits — Commercial Loans
129. (1) A provincial corporation with a capital base of more than $15,000,000 may make or acquire commercial loans, or acquire control of a body corporate of a type referred to in subsection 115 (1) that holds commercial loans, if the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries would thereby exceed 5 per cent of the consolidated assets of the corporation only with the prior written approval of the Superintendent and in accordance with such conditions as the Superintendent may specify. (2) A provincial corporation shall not permit its prescribed subsidiaries to do anything that the corporation is prohibited from doing by subsection (1). O. Reg. 413/97, s. 32.
Portfolio Limits — Commercial Loans
130. For the purposes of sections 128 and 129, the consolidated assets of a provincial corporation shall be computed in accordance with generally accepted accounting principles. O. Reg. 413/97, s. 32. Portfolio Limits — Real Estate
Portfolio Limits — Real Estate
131. (1) A provincial corporation shall not acquire an interest in real estate, or make an improvement to any real estate in which the corporation or any of its prescribed subsidiaries has an interest, if the aggregate value of all interests of the corporation in real estate exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, 70 per cent of the capital base of the corporation. (2) A provincial corporation shall not permit its prescribed subsidiaries to do anything that the provincial corporation is prohibited from doing by subsection (1). O. Reg. 413/97, s. 32. Portfolio Limits — Equities
Portfolio Limits — Equities
132. (1) A provincial corporation shall not, (a) acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of a body corporate referred to in subsection 115 (1) or a real estate holding vehicle, in which the corporation has, or by virtue of the acquisition would have, a substantial investment; or (b) acquire control of a body corporate that holds shares or ownership interests referred to in clause (a), if the aggregate value of all participating shares, excluding participating shares of bodies corporate referred to in subsection 115 (1) in which the corporation has a substantial investment, and all ownership interests in unincorporated entities, excluding ownership interests in real estate holding vehicles in which the corporation has a substantial investment, beneficially owned by the corporation and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, 70 per cent of the capital base of the corporation. (2) A provincial corporation shall not permit its prescribed subsidiaries to do anything that the provincial corporation is prohibited from doing by subsection (1). (3) For the purposes of subsection (2), a prescribed subsidiary of a provincial corporation does not include, (a) an insurance company; (b) a securities dealer; or (c) a subsidiary of an insurance company or a securities dealer. O. Reg. 413/97, s. 32. Aggregate Limit — Real Estate and Equities
Aggregate Limit — Real Estate and Equities
133. (1) A provincial corporation shall not, (a) acquire, (i) participating shares of a body corporate, other than those of a body corporate referred to in subsection 115 (1) in which the corporation has, or by virtue of the acquisition would have, a substantial investment, (ii) ownership interests in an unincorporated entity, or (iii) interests in real estate; or (b) make an improvement to real estate in which the corporation or any of its prescribed subsidiaries has an interest, if the aggregate value of all participating shares and ownership interests referred to in subclauses (a) (i) and (ii) that are beneficially owned by the corporation and its prescribed subsidiaries and all interests of the corporation in real estate referred to in subclause (a) (iii) exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, the capital base of the corporation. (2) A provincial corporation shall not permit its prescribed subsidiaries to do anything that the provincial corporation is prohibited from doing by subsection (1). (3) For the purposes of subsection (2), a prescribed subsidiary of a provincial corporation does not include, (a) an insurance company; (b) a securities dealer; or (c) a subsidiary of an insurance company or a securities dealer. O. Reg. 413/97, s. 32. Restriction on Residential Mortgages
Restriction on Residential Mortgages
134. (1) A provincial corporation shall not make a loan in Canada on the security of residential real estate in Canada for the purpose of purchasing, renovating or improving that real estate, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the real estate would exceed the lending value of the real estate at the time of the loan. (2) Subsection (1) does not apply in respect of, (a) a loan made or guaranteed under the National Housing Act (Canada) or any other Act of Parliament by or pursuant to which a different limit on the value of real estate on the security of which the corporation may make a loan is established; (b) a loan if repayment of the amount of the loan that exceeds the maximum amount set out in subsection (1) is guaranteed or insured by a government agency or a private insurer other than a subsidiary of the corporation that is licensed or registered under the laws of Canada or a province of Canada; (c) the acquisition by the corporation from an entity of securities issued or guaranteed by the entity that are secured on any residential real estate, whether in favour of a trustee or otherwise, or the making of a loan by the corporation to the entity against the issue of such securities; or (d) a loan secured by a mortgage where, (i) the mortgage is taken back by the corporation on real estate disposed of by the corporation, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the corporation for the real estate. O. Reg. 413/97, s. 32. Loan Workouts
Loan Workouts
135. (1) Despite anything in this Part, if a provincial corporation or any of its prescribed subsidiaries has made a loan to an entity and a default has occurred under the terms of the agreement between the corporation or subsidiary and the entity with respect to the loan and any other documents governing the terms of the loan, the corporation or subsidiary may acquire, (a) if the entity is a body corporate, all or any of the shares of the body corporate; (b) if the entity is an unincorporated entity, all or any of the ownership interests in the entity; (c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity; or (d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from, the entity or any of its affiliates. (2) A corporation or subsidiary that makes an acquisition under the authority of subsection (1) shall do all things necessary to ensure that it does not have a substantial investment in any entity referred to in subsection (1) within five years after the acquisition. (3) Despite subsection (2), if pursuant to subsection (1) a corporation or any of its prescribed subsidiaries has acquired control of a body corporate that it would otherwise be permitted to acquire under subsection 115 (1), the corporation or subsidiary may continue to hold the investment if the approval of the Superintendent is obtained under section 163 of the Act. O. Reg. 413/97, s. 32. Realizations
Realizations
136. (1) Despite anything in this Part, if the investment or interest is acquired through the realization of a security interest held by a provincial corporation or any of its prescribed subsidiaries, the provincial corporation or subsidiary may acquire, (a) an investment in a body corporate; (b) an interest in an unincorporated entity; or (c) an interest in real estate. (2) If, pursuant to the realization of a security interest held by a provincial corporation or any of its prescribed subsidiaries, the corporation acquires a substantial investment in an entity, other than an entity referred to in clauses 115 (1) (d) to (j) or a real estate holding vehicle, the corporation shall, within five years after the substantial investment was acquired, do all things necessary to ensure that the corporation no longer has a substantial investment in the entity. (3) Despite subsection (2), if, pursuant to the realization of a security interest held by a provincial corporation or any of its prescribed subsidiaries, the corporation acquires control of a body corporate that it would otherwise be permitted to acquire under subsection 115 (1), the corporation or subsidiary may continue to hold the investment if the approval of the Superintendent is obtained under section 163 of the Act. O. Reg. 413/97, s. 32. Exclusions from Portfolio Limits
Exclusions from Portfolio Limits
137. (1) The amount of all loans, investments and interests acquired by a provincial corporation and any of its prescribed subsidiaries as a result of a realization of a security interest or under section 135 shall not be included in calculating the value of loans, investments and interests of the corporation and its prescribed subsidiaries under sections 128 to 133, (a) in the case of an interest in real estate, for a period of 12 years after the interest was acquired; (b) in the case of a loan, investment or interest, other than an interest in real estate, for a period of five years after the loan, investment or interest was acquired. (2) Subsection (1) does not apply to an investment or interest described in that subsection if the investment or interest is defined under sections 148 to 152 to be an interest in real estate and, (a) the corporation or the subsidiary acquired the investment or interest as result of the realization of a security interest securing a loan that is defined under sections 148 to 152 to be an interest in real estate; or (b) the corporation or the subsidiary acquired the investment or interest under section 135 as a result of a default referred to in that section in respect of a loan that was defined by sections 148 to 152 to be an interest in real estate. O. Reg. 413/97, s. 32. Limits on Single Exposures
Limits on Single Exposures
138. (1) The aggregate amount of all loans to, or investments in, any one person, or two or more persons that to the knowledge of the provincial corporation are related, made directly or indirectly by a provincial corporation and its prescribed subsidiaries shall not exceed the greater of, (a) $500,000; and (b) 1 per cent of the consolidated assets of the corporation. (2) Subsection (1) does not apply so as to restrict investments in, (a) securities issued or guaranteed by the government of Canada, including mortgages insured under the National Housing Act (Canada), by the government of any province of Canada or by any municipality in Canada; (b) debt instruments issued or endorsed by a bank; or (c) a prescribed subsidiary. (3) For the purposes of clause (1) (b), the consolidated assets of the provincial corporation shall be computed in accordance with generally accepted accounting principles. O. Reg. 413/97, s. 32.
Limits on Single Exposures
139. For the purposes of section 138, a person is considered to be related to, (a) every body corporate that the person controls and every affiliate of that body corporate; (b) the person’s partner, if the person and the partner each have a 50 per cent interest in the partnership; (c) every trust or estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar capacity; (d) the spouse and every child of the person; (e) every relative of the person or of his or her spouse who has the same home as the person. O. Reg. 413/97, s. 32; O. Reg. 112/00, s. 2; O. Reg. 322/05, s. 2.
Limits on Single Exposures
140. (1) A provincial corporation shall not acquire, increase or hold a substantial investment in any entity. (2) Despite subsection (1) a corporation may acquire, increase or hold a substantial investment in, (a) a prescribed subsidiary; (b) a body corporate the business or activities of which are limited to the business engaged in or carried on by bodies corporate referred to in any of clauses 115 (1) (d) to (j); or (c) a real estate holding vehicle. (3) Subsection (1) does not apply so as to restrict the acquisition, increase or holding of a substantial investment by a provincial corporation in an entity, other than an entity referred to in subsection 115 (1), by way of, (a) an acquisition of control of a financial institution or specialized financing corporation that has a substantial investment in the entity; or (b) an acquisition of shares or ownership interests in the entity by, (i) a financial institution or specialized financing corporation that is controlled by the corporation, or (ii) an entity controlled by a financial institution or specialized financing corporation that is controlled by the corporation. (4) A provincial corporation must deliver written notice to the Superintendent 10 days before acquiring or increasing a substantial investment in a body corporate referred to in clause (2) (b). O. Reg. 413/97, s. 32. Minority Investments
Minority Investments
141. In this Part, “designated body corporate” means a body corporate referred to in any of clauses 115 (1) (a), (b), (c), (k) and (l); “value” means, (a) in respect of a share or loan held by a provincial corporation or a prescribed subsidiary at a particular time, the book value of the share or loan that would be reported on the balance sheet of the corporation or subsidiary prepared as at that time in accordance with generally accepted accounting principles, and (b) in respect of a guarantee, the face value of the guarantee. O. Reg. 413/97, s. 32.
Minority Investments
142. (1) Despite section 140 and subject to section 143, a provincial corporation may acquire, increase or hold a substantial investment in a designated body corporate. (2) If the designated body corporate is a foreign institution, subsection (1) applies only if the activities of the designated body corporate are regulated by laws of the jurisdiction in which it carries on business. (3) A provincial corporation must deliver written notice to the Superintendent 20 days before acquiring or increasing a substantial investment in a designated body corporate. O. Reg. 413/97, s. 32.
Minority Investments
143. (1) A provincial corporation shall not acquire or increase a substantial investment in a designated body corporate under section 142 if, after the acquisition or increase, the total value of the following would exceed 50 per cent of the capital base of the corporation: 1. All shares beneficially owned by the corporation, and all shares beneficially owned by entities controlled by the corporation, in designated bodies corporate in which the corporation has a substantial investment but which it does not control. 2. All loans held by the corporation, and all loans held by entities controlled by the corporation, that were made to designated bodies corporate in which the corporation has a substantial investment but which it does not control. 3. All outstanding guarantees given by the corporation, and all outstanding guarantees given by entities controlled by the corporation, on behalf of designated bodies corporate in which the corporation has a substantial investment but which it does not control. (2) A provincial corporation that has a substantial investment in a designated body corporate which it does not control shall not make a loan to, or give a guarantee on behalf of, the designated body corporate, or permit entities controlled by it to do so, if, after the making of the loan or the giving of the guarantee, the total value referred to in subsection (2) would exceed 50 per cent of the capital base of the corporation. (3) In calculating the total values referred to in subsections (1) and (2), no amount shall be included in respect of shares acquired under sections 135 and 136. O. Reg. 413/97, s. 32. Substantial Investment
Substantial Investment
144. For the purposes of this Regulation, a person has a substantial investment in, (a) a body corporate if, (i) the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the body corporate, or (ii) the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the shareholders’ equity of the body corporate; and (b) an unincorporated entity if the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided. O. Reg. 413/97, s. 32.
Substantial Investment
145. Nothing in this Part requires the termination of a loan, the disposal of an investment, the termination of a commitment to make a loan or investment or the termination of a commitment to increase a loan or investment if the loan, investment or commitment was made before the coming into force of this Part but, if the loan or investment would be precluded or limited by this Part, the loan or investment shall not be increased after the coming into force of this Part, except pursuant to a commitment that was made before the coming into force of this Part. O. Reg. 413/97, s. 32. Real Estate Interest Valuation
Real Estate Interest Valuation
146. (1) In this Part, “designated entity” means an entity other than, (a) a joint venture, (b) an insurance company, (c) a securities dealer, or (d) an entity that is controlled by an insurance company or securities dealer; “joint venture” means a real estate entity, (a) that was formed for the purpose of a specific business undertaking by, (i) a provincial corporation or by a designated entity controlled by a provincial corporation, and (ii) one or more other persons, (b) in which the corporation or designated entity has a substantial investment, and (c) in respect of which the persons who formed the entity have agreed on joint control, regardless of the distribution of their equity; “real estate entity” means a real estate corporation or a real estate holding vehicle; “related real estate entity”, in respect of a provincial corporation, means, (a) a real estate entity, other than a designated entity controlled by the corporation, in which the corporation or a designated entity controlled by the corporation beneficially owns sufficient shares or ownership interests to cause the corporation or designated entity to have a substantial investment in the real estate entity, or (b) a real estate entity that is controlled by a real estate entity described in clause (a); “third party”, in respect of a provincial corporation, means a person other than, (a) the corporation, (b) a designated entity controlled by the corporation, or (c) a related real estate entity of the corporation. (2) For the purposes of sections 131 and 133, a prescribed subsidiary of a provincial corporation is a subsidiary of the corporation other than an insurance company, a securities dealer or a subsidiary of an insurance company or securities dealer. (3) For the purposes of sections 148 to 151, the book value of an asset that is an interest of a provincial corporation in real estate, at a particular time, is, (a) if the asset is real estate, the gross book value of the real estate, less any accumulated depreciation, that would be reported on a balance sheet of the corporation prepared as at that time in accordance with generally accepted accounting principles; and (b) if the asset is a security or loan, the book value of the security or loan that would be reported on a balance sheet of the corporation prepared as at that time in accordance with generally accepted accounting principles. O. Reg. 413/97, s. 32.
Real Estate Interest Valuation
147. For the purposes of this Part, the interests of a provincial corporation in real estate refers to the interests set out in sections 148 to 152. O. Reg. 413/97, s. 32. Direct Interests — Real Estate and Debt Obligations
Direct Interests — Real Estate and Debt Obligations
148. (1) The following are interests of a provincial corporation in real estate: 1. Real estate beneficially owned by the corporation or by a designated entity controlled by the corporation. 2. A debt obligation issued for the purpose of acquiring or improving the real estate referred to in paragraph 1, or secured by that real estate, for which the corporation or a designated entity controlled by the corporation is liable. (2) The value of the interests of a provincial corporation in real estate is, (a) in respect of real estate referred to in paragraph 1 of subsection (1), the book value of the real estate; and (b) in respect of a debt obligation referred to in paragraph 2 of subsection (1), any amount by which the book value of the debt obligation exceeds the book value of the real estate referred to in that paragraph. O. Reg. 413/97, s. 32. Indirect Interests — Real Estate, Share and Ownership Interests
Indirect Interests — Real Estate, Share and Ownership Interests
149. (1) The following are interests of a provincial corporation in real estate: 1. Real estate beneficially owned by a related real estate entity of the corporation that is a joint venture or by an entity in which the joint venture has a substantial investment, if the real estate would be reported on a balance sheet of the corporation prepared in accordance with generally accepted accounting principles. 2. Shares and ownership interests beneficially owned by the corporation, or by a designated entity controlled by the corporation, in any related real estate entity of the corporation other than a related real estate entity referred to in paragraph 1. (2) The value of the interests of a provincial corporation in real estate is, (a) in respect of real estate referred to in paragraph 1 of subsection (1), the book value of the real estate; and (b) in respect of shares and ownership interests referred to in paragraph 2 of subsection (1), the book value of the shares and ownership interests. O. Reg. 413/97, s. 32. Indirect Interests — Loans and Debt Obligations
Indirect Interests — Loans and Debt Obligations
150. (1) The following are interests of a provincial corporation in real estate: 1. A debt obligation issued by a related real estate entity of the corporation and beneficially owned by the corporation or by a designated entity controlled by the corporation. 2. A loan made by the corporation, or by a designated entity controlled by the corporation, to a related real estate entity of the corporation. 3. A loan made by the corporation, or by a designated entity controlled by the corporation, to, i. a real estate entity in which a securities dealer or insurance company controlled by the corporation has a substantial investment, or ii. a real estate entity that is controlled by a real estate entity described in subparagraph i. 4. A debt obligation issued by a real estate entity described in paragraph 3 and beneficially owned by the corporation or by a designated entity controlled by the corporation. 5. A debt obligation that is, i. issued by a related real estate entity of the corporation, ii. beneficially owned by a third party, and iii. guaranteed by the corporation or by a designated entity controlled by the corporation. 6. A loan made by a third party to a related real estate entity of the corporation and guaranteed by the corporation or by a designated entity controlled by the corporation. (2) The value of the interests of a provincial corporation in real estate is, (a) in respect of a debt obligation referred to in paragraph 1 or 4 of subsection (1), the book value of the debt obligation; (b) in respect of a loan referred to in paragraph 2 or 3 of subsection (1), the book value of the loan; (c) in respect of a guaranteed debt obligation referred to in paragraph 5 of subsection (1) or a guaranteed loan referred to in paragraph 6 of subsection (1), (i) if the debt obligation is issued by, or the loan is made to, a related real estate entity that beneficially owns real estate that is an interest of the corporation in real estate under paragraph 1 of subsection 149 (1), any amount by which the face value of the guarantee exceeds the value of the real estate calculated in accordance with clause 149 (2) (a), and (ii) in any case other than that set out in subclause (i), the face value of the guarantee. O. Reg. 413/97, s. 32. Indirect Interests — Secured Loans and Debt Obligations
Other Interests
152. (1) The following are interests of a provincial corporation in real estate: 1. A guarantee given by the corporation, or by a designated entity controlled by the corporation, to an entity other than the corporation or the designated entity for the purpose of completing the development of real estate that is beneficially owned by, i. the corporation, ii. the designated entity controlled by the corporation, or iii. a related real estate entity of the corporation. 2. An agreement made by the corporation, or by a designated entity controlled by the corporation, to support a third party’s cost of operating or financing real estate that is beneficially owned by, i. the corporation, ii. the designated entity controlled by the corporation, or iii. a related real estate entity of the corporation. (2) The value of the interests of a provincial corporation in real estate is, (a) in respect of a guarantee referred to in paragraph 1 of subsection (1), the estimated cost of completing the development of the real estate; (b) in respect of an agreement referred to in paragraph 2 of subsection (1), the amount of any funds advanced by the corporation, or by a designated entity controlled by the corporation, pursuant to the agreement. O. Reg. 413/97, s. 32. PART XXI (Schedules I, II) Revoked: O. Reg. 413/97, s. 33. FORM 1 Revoked: O. Reg. 413/97, s. 34. FORM 2 Revoked: O. Reg. 413/97, s. 34. FORM 3 Revoked: O. Reg. 413/97, s. 34. FORM 4 Revoked: O. Reg. 413/97, s. 34. FORM 5 Revoked: O. Reg. 413/97, s. 34.