EXEMPTION FROM SELF-DEALING PROVISIONS DISALLOWING ISSUANCE OF SHARES OF A FRE IN EXCHANGE FOR SHARES OF ANOTHER BODY CORPORATE

Document Properties

  • Publication Type: Transaction Instructions
  • Revised: April 2009
  • Index DA No: 19
  • Category: Deemed Approval

Legislative Authorities

Information Requirements

The applicant is generally expected to provide:

  1. the reason for the issuance of shares of Federally Regulated Entity (FRE);

  2. a description of transaction, including number and value of shares of FRE to be issued;

  3. the most recent annual financial return and description of body corporate whose shares are to be acquired; and

  4. the number and market value of shares to be acquired (with documentation to support the market value attributed to the shares).

Administrative Guidance

  1. An application under any of the legislative authorities:

    1. must also be accompanied by an application to the Superintendent requesting approval for the FI to issue shares for non-cash consideration;

    2. where there is no public market for the shares to be issued, must include a rationale supporting the value and number of shares to be issued; and

    3. should conform to OSFI capital guidelines and policies if capital treatment is to be accorded to issued capital.

The information requirements and administrative guidance are intended to satisfy typical applications. They have been derived from OSFI’s experience in assessing applications. Applicants who provide all information and material requested can generally expect a more timely assessment of their applications. As appropriate to the circumstances, OSFI may request additional information, take into account other matters, impose terms and conditions, or require undertakings.