Exemption Orders (Discretionary)
OPTIMUM GENERAL INC.
2001 BCSECCOM 31
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Relief from the insider reporting requirements for directors and senior officers of subsidiaries and directors and officers of affiliates of a reporting issuer, provided insiders comply with reporting requirements under proposed National Instrument 55-101.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 87 and 91(1)(b)
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, ONTARIO AND QUÉBEC
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF OPTIMUM GENERAL INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of the provinces of British Columbia, Alberta, Ontario and Québec (the “Jurisdictions”) has received an application from Optimum General Inc. (the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the requirement in the Legislation for an insider of a reporting issuer or the equivalent thereof to file insider reports disclosing the insider’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer (the “Insider Reporting Requirement”) shall not apply to certain directors and senior officers of certain subsidiaries and affiliates of insiders of the Filer;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Commission des valeurs mobilières du Québec is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Filer was incorporated under the Canada Business Corporations Act on July 31, 1985 under the name National Insurance Group Inc. The name of the Filer was changed to Optimum General Inc. by certificate of amendment issued on February 27, 1996.
2. The principal and registered office of the Filer is located in Montreal, Québec.
3. The Filer is a reporting issuer under the Legislation of all of the Jurisdictions and is not in default of the requirements contained in the Legislation.
4. The Class A Subordinate Voting Shares of the Filer (the “Subordinate Voting Shares”) are listed and posted for trading on The Toronto Stock Exchange.
5. The list of companies in the attached appendix (the “Appendix”) includes (A) all subsidiaries of the Filer that have, as reflected in the most recent annual audited financial statements of the Filer, either: (i) assets, on a consolidated basis with its subsidiaries, representing ten percent (10%) or more of the consolidated assets of the Filer shown on the balance sheet, or, (ii) revenues, on a consolidated basis with its subsidiaries, representing ten percent (10%) or more of the consolidated revenues of the Filer shown on the statement of income and losses (each, a “Major Subsidiary”) and (B) all insider companies and affiliates of insiders of the Filer which (y) do not control, individually or in concert, the Filer or (z) do not supply to the Filer or to its Major Subsidiaries material or services, the essential nature and scale of which are such that factors affecting this supply would or would reasonably be expected to have a significant effect on the market price or value of the securities of the Filer (each a “Qualified Affiliated Insider”).
6. With the exception of the directors and senior officers of the Filer and of the Major Subsidiaries and certain other directors and senior officers (who will not benefit from the exemptive relief sought herein), none of the directors and senior officers of any of the subsidiaries of the Filer or of the Qualified Affiliated Insiders either: (i) participate in the day-to-day management or operation of the Filer, or, (ii) receive or have access to, in the ordinary course of business, information respecting material facts or material changes with respect to the Filer prior to general disclosure of such material facts or material changes.
7. The Filer undertakes to maintain a list of directors and senior officers exempted by this Decision (as hereafter defined) and the basis upon which each director or senior officer comes within the terms of the Decision; to maintain a continuing review of the facts contained in the representations upon which this Decision is made; to promptly advise the Decision Makers of any changes in such facts; and, upon the request of any of the Decision Makers or their staff, to provide any information necessary to determine whether a director or senior officer of any subsidiary of the Filer is or is not exempted by this Decision.
8. The Filer undertakes to promptly advise the Commission des valeurs mobilières du Québec of the name of every director and senior officer who becomes, or ceases to be, exempted by this Decision.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the Insider Reporting Requirement shall not apply to a director or senior officer of a subsidiary of the Filer, other than a Major Subsidiary, and a director or a senior officer of a Qualified Affiliate Insider of the Filer, except in Québec, in respect of securities of the Filer provided that, in each case:
1. The director or senior officer (for subsidiaries)
(a) in the ordinary course does not receive or have access to information as to material facts or material changes concerning the Filer before the material facts or material changes are generally disclosed;
(b) is not a director or senior officer of a major subsidiary of the Filer; for the purposes of this Decision, the term “major subsidiary” means a subsidiary of the Filer for which either or both of the following are true:
i the value of the assets of the subsidiary, on a consolidated basis with its subsidiaries, as reflected in the most recent annual audited balance sheet of the Filer that the Filer has filed, represents 10 percent or more of the consolidated assets of the Filer shown on that balance sheet, or
ii the revenues of the subsidiary, on a consolidated basis with its subsidiaries, as reflected in the most recent annual audited statement of income and loss of the Filer that the Filer has filed, are 10 percent or more of the consolidated revenues of the Filer shown on that statement of income and loss; and
(c) is not an insider of the Filer in a capacity other than as a director or senior officer of a subsidiary of the Filer; or
(d) who is denied the exemptions contained in this Decision by another decision of the Decision Maker.
2. The director or senior officer (for the qualified affiliates – does not apply in Québec)
a) In the ordinary course does not receive or have access to information as to material facts or material changes concerning the Filer before the material facts or material changes are generally disclosed;
b) is not an insider of the Filer in a capacity other than as a director or senior officer of an affiliate of an insider of the Filer; and
c) is not a director or senior officer of a company that supplies goods or services to the Filer or to a subsidiary of the Filer or has contractual arrangements with the Filer or a subsidiary of the Filer, and the nature and scale of the supply or the contractual arrangements could reasonably be expected to have a significant effect on the market price or value of the securities of the Filer; or
d) who are denied the exemptions contained in this decision by another decision of the Decision Maker.
3. The Filer maintains a list of all directors and senior officers of subsidiaries of the Filer hereby exempted from the Insider Reporting Requirement and a list of all directors and senior officers of affiliates of an insider of the Filer hereby exempted from the Insider Reporting Requirement.
AND PROVIDED also that this Decision shall terminate in each Jurisdiction on the day that is 90 days after the earlier of:
(i) the date of implementation in the Jurisdiction of a National Instrument dealing with the subject matter of the draft National Instrument 55-101; or
(ii) publication in the Jurisdiction of a notice by the Decision Maker of the Jurisdiction to the effect that a National Instrument dealing with the subject matter of the draft National Instrument 55-101 will not be implemented in the Jurisdiction.
Dated December 19, 2000.
Jean-François Bernier
Director of Capital Markets
APPENDIX
Major Subsidiaries
The Major Subsidiaries of Optimum General Inc. as disclosed in the Decision Document dated December 19, 2000 are:
1. Optimum Frontier Insurance Company (formerly National Frontier Insurance Company)
2. Optimum West Insurance Company (formerly The British Columbia Insurance Company)
3. Optimum Insurance Company Inc. (formerly National Insurance Company)
4. Optimum Farm Insurance Inc.
Qualified Affiliated Insiders
The Qualified Affiliated Insiders of Optimum General Inc. as disclosed in the Decision Document dated December 19, 2000 are:
Real Estate
1. Optimum Foncier Inc.
2. L’immobilière Le St-Laurent Inc.
3. Immeubles Sol-Par Inc.
4. Optimum Realties Inc.
5. Quéfran Inc.
6. Optifran S.A.
7. Norbec S.A.
Life Insurance
8. Optimum International Inc.
9. Optimum Vie
10. Blondeau & Compagnie (France) S.A.
11. Optimum Gestion Financière
12. Selecta Insurance Inc.
13. Optimum International (U.S.) Inc.
14. Windsor Life Insurance Company
Life Reinsurance
15. St. Lawrence Financial Corporation
16. ORL Holdings Inc.
17. Optimum Re Life Corporation
18. Optimum Re Corporation
19. Optimum Re Corporation (Canada)
20. Optimum Re Insurance Company
21. Optimum Reassurance Inc.
Consultation
22. Optimum Holdings Inc.
23. Optimum Asset Management Inc.
24. Optimum Investments Inc.
25. Optimum Consultants & Actuaries Inc.
26. Optimum Risk Management Inc.
27. Optimum Informatique Inc.
28. Optigetec Inc.
29. Optimum Consultants Holdings Inc.
30. Optimum Training Consultants, Inc.