Office of the Superintendent of Financial Institutions
*As defined in section 10 of the BA, the TLCA and the ICA and section 12 of the CCAA.
The applicant is generally expected to provide:
1. the name of the entity or proposed entity in respect of which approval is requested under the Legislative Authorities;
2. a description of the transaction, including:
3. a detailed description of each of the entity's business activities, and:
4. details regarding the level of internal approval required with regard to the transaction (e.g., board of directors, board committee or senior management), based on the applicant's policies, as well as evidence that the transaction was approved at the appropriate level (e.g., relevant excerpts from the minutes of the meeting during which the transaction was approved);
5. the entity's most recent annual financial statements, together with the report of the auditor thereon (where available), and the entity's most recent interim financial statements;
6. where the entity is a "regulated entity":
7. if applicable, a description of the applicant's proposed changes to the entity's board of directors, senior management and business activities;
8. an analysis of the effect of the transaction on the financial position and risk profile of the applicant, including:
1. There may be cases where an applicant that seeks the Minister's approval to acquire control of an entity (the TopCo Acquisition) will, as a result of the TopCo Acquisition, also acquire control of, or acquire or increase a substantial investment in, another entity (the BottomCo Acquisition) for which an approval of the Minister or the Superintendent is also required. If the applicant obtains the TopCo Acquisition approval, the statutes deem the applicant to have obtained the BottomCo Acquisition approval so long as, prior to obtaining the TopCo Acquisition approval, the applicant discloses in writing to the Minister the BottomCo Acquisition.Footnote 6
Where an applicant seeks to use this deemed approval feature, the applicant is generally expected to provide, along with its application for the TopCo Acquisition approval, the information listed in items 1, 3, 5, 6 and 7 of the Information Requirements above with respect to the BottomCo Acquisition.
2. For additional guidance regarding the substantial investment regime, including with regard to "permitted entities", please refer to Advisory 2015-01 – Substantial Investments.
3. Where an applicant acquires control of a permitted entity, the applicant must generally obtain from the entity an undertaking to provide the Superintendent with reasonable access to the records of the entity.Footnote 7
4. The Minister may consider whether the proposed transaction would hinder the effective implementation of corrective measures in the future, and may request information to that effect.
5. Applicants are reminded about the protocol for the initial submission of documents in support of requests for approval.
6. Requests for approval(s) addressed in this document are not subject to a service charge.Footnote 8
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.
An entity is a "regulated entity" if it is listed in subsections 468(1) or 930(1) of the BA, 453(1) of the TLCA, 495(1), 554(1) or 971(1) of the ICA, or 390(1) of the CCAA, as the case may be.
Return to footnote 1
Business activities that are authorized are listed in subsections 468(2) or 930(2) of the BA, 453(2) of the TLCA, 495(2), (4), 554(2) or 971(2) of the ICA, and 390(2) of the CCAA, as the case may be.
Return to footnote 2
Business activities that are restricted are listed in subsections 468(3) or 930(3) of the BA, 453(3) of the TLCA, 495(3), (5), 554(3) or 971(3) of the ICA, and 390(3) of the CCAA, as the case may be.
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Where the applicant's internal target will be revised as a result of the transaction, the reference to "internal target" above, in the immediately post-transaction context, is to the revised target.
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To the extent this information is not already provided under an information requirement referred to above.
Return to footnote 5
See sections 469 and 931 of the BA, 496, 555 and 972 of the ICA, 454 of the TLCA, and 391 of the CCAA, as the case may be.
Return to footnote 6
See subsections 470(4) and 932(4) of the BA, 497(4), 556(4) and 973(4) of the ICA, 455(4) of the TLCA, and 392(4) of the CCAA, as the case may be.
Return to footnote 7
Please see Charges for Services Provided by the Office of the Superintendent of Financial Institutions Regulations 2002.
Return to footnote 8