Minority Investment (Trust and Loan Companies) Regulations (SOR/2001-406)

Interpretation

Marginal note:Definitions

1 The following definitions apply in these Regulations.

Act

Act means the Trust and Loan Companies Act. (Loi)

designated entity

designated entity means

• (a) an entity referred to in any of paragraphs 453(1)(a) to (j) of the Act;

• (b) an entity whose business includes one or more of the activities referred to in paragraph 453(2)(a) of the Act and that engages, as part of its business, in any financial intermediary activity that exposes the entity to material market or credit risk, including a factoring entity, a finance entity or a financial leasing entity; or

• (c) an entity whose business includes an activity referred to in paragraph 453(2)(b) of the Act, including a specialized financing entity, other than an entity in which a company is permitted to acquire or increase a substantial investment under subparagraph 453(4)(c)(iii) of the Act. (entité désignée)

regulatory capital

regulatory capital has the same meaning as in section 3 of the Regulatory Capital (Trust and Loan Companies) Regulations. (capital réglementaire)

value

value means

• (a) in respect of a share, ownership interest or loan held by a company at a particular time, the book value of the share, ownership interest or loan that would be reported on the balance sheet of the company prepared as at that time in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 313(4) of the Act; and

• (b) in respect of a guarantee, the face value of the guarantee. (valeur)

General

Marginal note:Permitted substantial investments

2 Subject to section 3,

• (a) for the purposes of subparagraphs 453(4)(a)(ii), (b)(ii) and (c)(ii) of the Act, a company may acquire or increase a substantial investment in a designated entity; and

• (b) for the purpose of paragraph 453(10)(a) of the Act, if a company controls a designated entity, the company may give up control of the designated entity while keeping a substantial investment in it.

Marginal note:Restriction concerning investments

3 Subject to sections 5 and 6, a company must not acquire or increase a substantial investment in a designated entity under paragraph 2(a) or give up control of a designated entity while keeping a substantial investment in it under paragraph 2(b) if, after the acquisition, increase or giving up of control, the total value of the following would exceed 50% of the company’s regulatory capital:

• (a) all shares and ownership interests beneficially owned by the company, and all shares and ownership interests beneficially owned by entities controlled by the company, in designated entities in which the company has a substantial investment but over which it does not exercise control,

• (b) all loans held by the company, and all loans held by entities controlled by the company, that were made to designated entities in which the company has a substantial investment but over which it does not exercise control, and

• (c) all outstanding guarantees given by the company, and all outstanding guarantees given by entities controlled by the company, on behalf of designated entities in which the company has a substantial investment but over which it does not exercise control.

Marginal note:Restriction concerning loans

4 Subject to sections 5 and 6, a company that has a substantial investment in a designated entity over which it does not exercise control must not make a loan to, or give a guarantee on behalf of, the designated entity, 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 of the shares, ownership interests, loans and guarantees referred to in paragraphs 3(a) to (c) would exceed 50% of the company’s regulatory capital.

Marginal note:Limitation

5 In paragraphs 3(a) to (c) and section 4, any reference to a substantial investment that a company has does not include a substantial investment acquired by the company

• (a) under regulations made under paragraph 459(a) of the Act, other than these Regulations;

• (b) under subsection 451(3.1) of the Act, as that subsection read before the coming into force of section 550 of the Financial Consumer Agency of Canada Act, S.C. 2001, c. 9; or

• (c) by way of an investment of a specialized financing entity controlled by the company.

Calculation of total value in section 3 or 4

6 For the purpose of calculating the total value referred to in section 3 or 4 in respect of a company, no amount may be included in respect of shares or ownership interests acquired under sections 456 to 458 of the Act or acquired by a bank controlled by the company under subsection 193(12) or (13) of the Bank Act, chapter B-1 of the Revised Statutes of Canada, 1985.

Repeal

Marginal note:Repeal

7 [Repeal]

Coming into Force

Marginal note:Coming into force

Footnote ^*8 These Regulations come into force on the day on which section 459 of the Trust and Loan Companies Act, as enacted by section 550 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force.

• Return to footnote ^*[Note: Regulations in force October 24, 2001, see SI/2001-102.]