Mutual Company (Life Insurance) Conversion Regulations (SOR/99-128)

4 (1) A conversion proposal shall include

• (a) a report setting out the value of the converting company and a description of how that value was estimated, the method used and any assumptions made;

• (b) the eligibility day selected by the converting company and, if that day is a day referred to in paragraph (3)(b), the reasons why that day was selected;

• (b.1) the period specified by the converting company for the purpose of paragraph (b) of the definition of eligible policyholder in section 1, within which an application for a voting policy must be received by the company;

• (c) a description of the form, amount and aggregate value of the benefits to be provided to eligible policyholders in exchange for their rights with respect to, and interests in, the converting company as a mutual company;

• (d) a detailed description of the benefits to be provided to eligible policyholders and the method to be used to apportion the value of the converting company among eligible policyholders, indicating

  • (i) the basis on which any variable amount of benefits will be calculated,

  • (ii) any fixed, minimum or maximum amount of benefits that may be provided to an eligible policyholder, and

  • (iii) the rationale for choosing the method for determining and allocating benefits among eligible policyholders;

• (e) a statement confirming that

  • (i) benefits in respect of the conversion will be provided only to eligible policyholders,

  • (ii) benefits will be provided only in respect of voting policies, and

  • (iii) all or most of the benefits will be provided to policyholders who are entitled to participate in profit distributions;

• (f) an estimate of any amounts that will be transferred out of the accounts referred to in section 456 of the Act as a result of the conversion, with a description of the method and assumptions that were used in establishing that estimate and that will be used in establishing any amounts that will eventually be transferred as a result of the conversion;

• (g) an explanation of how the assets allocated to the accounts referred to in section 456 of the Act after the transfer are expected to be adequate to

  • (i) meet contractual obligations under the policies in respect of which those accounts are maintained,

  • (ii) meet the reasonable expectations of the holders of those policies in respect of future dividends and other non-guaranteed policy benefits, and

  • (iii) support any future participating policies expected to be allocated to those accounts;

• (h) a statement of the dividend policy that will apply to the policies in respect of which the accounts referred to in section 456 of the Act are maintained, during the five years following the effective date of the conversion;

• (i) a description of the mechanisms proposed to effect an initial issuance of common shares and any other class of shares of the converted company, including a copy of the proposed by-law authorizing the issuance of those shares;

• (j) where shares of the converted company are to be issued to a holding body corporate, a description of the proposed activities of the holding body corporate;

• (k) where the converting company has issued any shares that remain outstanding immediately prior to the effective date of the conversion, a statement describing how those shares will be converted into common shares of the converted company;

• (l) where the benefits referred to in paragraph (c) include shares of the converted company, a description of the measures to be taken by the company, in the two years following the effective date of the conversion, to ensure that the eligible policyholders who receive the shares will be able to sell those shares on a public market;

• (m) a description of how the measures referred to in paragraph (l) would be affected if the converted company were to issue additional shares during the two years following the effective date of the conversion; and

• (n) a statement that the directors of the converting company may withdraw the conversion proposal at any time before the issue of letters patent of conversion.

(2) The variable amount of benefits referred to in subparagraph (1)(d)(i) may be calculated based on any factor or combination of factors, including a policy’s contribution to surplus, policy reserves, cash values, amounts of policy coverage and the duration of the policy.

(3) A converting company shall select as its eligibility day

• (a) the day of the public announcement by the converting company of its intention to develop a conversion proposal; or

• (b) a day subsequent to, but not later than 30 days after, the day referred to in paragraph (a).

(4) Where a converting company selects an eligibility day referred to in paragraph (3)(b), the company shall include as eligible policyholders all persons whose policies were involuntarily terminated on or after the day referred to in paragraph (3)(a) and who would have been eligible policyholders if the eligibility day were the day referred to in paragraph (3)(a).