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R.S.M. 1990, c. 77
The Investors Syndicate Limited Incorporation Act
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WHEREAS the persons hereinafter named by their petition, prayed that Investors Syndicate Limited should be incorporated: Hugh Windsor Cooper, Barrister-at-Law, Alan Hope Ross, Barrister-at-Law, and Frederick Ronald Bickell, Barrister-at-Law, all of The City of Winnipeg, in the Province of Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate Investors Syndicate Limited, assented to April 16, 1964;
AND WHEREAS the Minister of Justice has caused the Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enact as follows:
Investors Syndicate Limited is continued as a corporation, consisting of those persons who were shareholders on the coming into force of this Act and such other persons as become shareholders, but nothing herein contained shall be deemed to constitute a holder of investment contracts, a stockholder, shareholder or member in said company.
In this Act, unless the context otherwise requires,
"Commission" means The Manitoba Securities Commission; (« Commission »)
"company" means Investors Syndicate Limited; (« compagnie »)
"investment contract" means, without limiting the generality of those words, any contract, agreement, certificate, instrument, or writing containing an undertaking by the company making, issuing or guaranteeing it to pay the holder thereof, or his assignee, or personal representative, or other person, corporation, society, firm or association, a stated or determinable maturity value in cash or its equivalent on a fixed or determinable date and containing optional settlement, cash surrender or loan values prior to or after maturity, the consideration for which consists of payments made or to be made to the company in instalments or periodically, or of a single sum, according to a plan fixed by the contract, regardless of whether the holder is or may be entitled to share in the profits or earnings of, or to receive additional credits or sums from, the company. (« contrat de placement »)
The authorized capital stock of the company shall be divided into
(a) 10,000 common shares without nominal or par value; and
(b) 290,000 preferred shares without nominal or par value;
and the maximum consideration for the issuance of all shares shall not exceed in aggregate the sum of $40,000,000. in amount or value.
The preferred shares of the company shall have attached thereto the following preferences, rights, conditions, restrictions, limitations and prohibitions:
(a) Issuance in Series - The preferred shares may at any time or from time to time be issued in one or more series, each series to consist of such number of shares as may before the issue thereof be determined by the directors of the company. The directors may by resolution fix from time to time before the issue thereof the designation, preferences, privileges, rights, restrictions, conditions and limitations attaching to the preferred shares of each series, including, without limiting the generality of the foregoing, the rate of preferential dividends, the dates of payment thereof, the redemption price and terms and conditions of redemption, conversion rights, if any, and any sinking fund or other provisions.
(b) Liquidation, Dissolution or Winding-Up -
(i) In the event of the voluntary liquidation, dissolution or winding-up of the company or other distribution of the assets among shareholders for the purpose of winding-up its affairs, the holders of the preferred shares of each series will be entitled to the payment of the redemption price provided in the conditions attaching to such series current of the date of such distribution, or, if the same is involuntary, to the payment of the par value thereof together with an amount equal to all accrued and unpaid dividends, which for such purposes shall be calculated as if such dividends were accruing on a day-to-day basis for the period from the expiration of the last quarterly period for which dividends have been paid up to the date of distribution, whether or not earned or declared, in each case before any distribution of assets is made to the holders of the common shares or any other shares in the capital stock of the company ranking junior to the preferred shares.
(ii) The preferred shares of each series shall rank on a parity with the preferred shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the company, whether voluntary or involuntary, or any other distribution of the assets of the company among its shareholders for the purpose of winding-up its affairs.
(c) Voting Rights - The holders of the preferred shares will be entitled to receive notice of and attend meetings of shareholders of the company but will not, as such, be entitled to any vote at any such meeting unless and until the company from time to time shall fail to pay an amount of dividends equal in the aggregate to eight quarter-annual instalments of dividends on the preferred shares on the dates on which the same are required to be paid, whether or not such dividends have been declared and whether or not there are any moneys of the company properly applicable to the dividends. Thereafter, until such time as all accrued and unpaid instalments of dividends shall have been paid, the holders of the preferred shares shall be entitled to have one vote in respect of each preferred share held.
(d) No Pre-emptive Rights - The holders of the preferred shares will have no right, as such, to subscribe for or purchase any shares or other securities of the company except those attached to the conversion privilege as may be set out in the provisions of any class of preferred shares.
(e) Amendment - The provisions of clauses (a) to (d) hereof inclusive, the provisions of this clause and the provisions of clause (f) hereof may be repealed, altered, modified, amended or amplified only with the approval of the holders of the preferred shares given as hereinafter specified.
(f) Approval - The approval of the holders of the preferred shares as to all matters referred to herein may be given by instrument in writing signed by the holders of not less than two-thirds of the preferred shares or by the affirmative vote of not less than two-thirds of the votes cast at a meeting of the holders of the preferred shares duly called for that purpose and held upon at least 20 days' notice at which the holders of at least a majority of the outstanding preferred shares are present or represented by proxy. If at any such meeting the holders of a majority of the outstanding preferred shares are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date being not less than 21 days later and to such time and place as may be appointed by the chairman and not less than 15 days' notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of preferred shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed thereat by not less than two-thirds of the votes cast at such meeting shall constitute the authorization of the holders of the preferred shares referred to above. In the event that any matter with respect to which the approval of the holders of the preferred shares is required affects the holders of the preferred shares of any series in a manner substantially different from the manner in which it affects the holders of the preferred shares of any other series, then the holders of the preferred shares of each series specially affected shall give their approval separately and as a class with respect to the matter and the provisions of this clause (f) which applies, with such modifications as the circumstances require, to the giving of such approval. The formalities to be observed in respect of the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed by the by-laws of the company with respect to meetings of shareholders.
The company may pay commissions and allow discounts to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for such shares, provided that such commission or discount shall not exceed that allowed by The Corporations Act.
As soon as not less than $100,000. of the capital stock has been bona fide subscribed and paid for in cash the company may commence business and at least $100,000. of the company's capital shall be invested in securities of or guaranteed by the Government of Canada, or in securities of or guaranteed by any province of Canada, or in securities of or guaranteed by the United Kingdom of Great Britain and Northern Ireland or any British Dominion or Colony or in obligations issued or guaranteed in whole or in part by the United States of America or by a chartered government institution or agency of the United States of America; and the value of such securities for the purposes of this section shall be computed at the market value thereof at the date acquired.
The company has, among others, the following purposes, objects, and powers:
(a) to engage in an investment business which, without limiting the generality of those words, includes the business of executing, negotiating, making, issuing, selling, or otherwise disposing of investment contracts, and any or all of such things, and the doing of any act or thing incidental to the executing, negotiating, making, issuing, selling, disposing of or the performing of such contracts;
(b) to make, execute, issue, sell and dispose of debentures, bonds, and stocks, make calls thereon, prescribe the price and terms of payment thereof and of the issue and registration of certificates of stock, the sale and transfer of stock, the sale and forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof;
(c) to purchase, assume, or acquire and to undertake, take over, and own, hold, and deal with, and to contract with respect to the acquisition, conversion, exchange, rearrangement, or dealing with, all or any portion of the investment contracts, contracts, obligations, debentures, debenture stock, bonds, certificates, stocks, securities, property, and liabilities of any other company, society, firm, association or person (in this Act also referred to as "converted obligations"), to pay for any such converted obligations in cash or stock, bonds, debentures, or investment contracts of the company or otherwise, and in connection with such transactions to issue also investment contracts, contracts, bonds, debentures, certificates, securities, or contractual obligations of its own issue, with the same or different terms or values, in lieu of, or in addition to, such converted obligations, and to exercise all the powers which the company may consider necessary or convenient in connection with the acquisition, owning, holding, performance, cancellation, liquidation, sale or dealing with such converted obligations;
(d) to purchase or otherwise acquire, assume, take over, undertake, own, hold, sell, deal with, and dispose of, all or any of the assets, business, property privileges, contracts, goodwill, rights, obligations, and liabilities of any other company, society, firm, association or person carrying on any business that the company is authorized to carry on, or possessed of property suitable for the purposes of the company; to pay therefor in cash, stock, or property of the company, bonds, debentures, investment contracts, or otherwise, and to exercise all the powers necessary or convenient in and about the conduct and management of any such business and property;
(e) to appoint, designate, or employ brokers, dealers, agents, salesmen, solicitors, representatives, commission agents and underwriters and other persons and corporations in connection with any issue of investment contracts, shares, bonds, debentures, certificates, contracts, or securities, of the company and to remunerate any such persons for their services by payment in cash, derived from moneys received on investment contracts or other moneys or property of the company, or by the issue of stocks, bonds, debentures, contracts or securities of the company or in any other manner not prohibited by law;
(f) to act as agent for any person, firm, or corporation that is an investor in and the holder of, any mortgage, hypothec, or deed of trust, or bond, note or other evidence of indebtedness, or any interest therein, in the purchase, sale and servicing thereof, and to act as agent for any person, firm, corporation, investor, or holder in supervising and inspecting land and buildings, for the purposes of loans to be made thereon, and in recommending without any guaranty or obligation equivalent thereto, as to the amounts of such loans and the amounts to be advanced thereon from time to time;
(g) to acquire and hold such real and personal property as is necessary for the transaction of the business of the company, or as may be acquired or held by it for the protection of mortgages, hypothecs, deeds of trust or other securities and investments held by it, and to sell, exchange, mortgage, lease, or otherwise dispose thereof;
(h) to make or cause to be made, any description of contract, agreement, or indenture that the company is not prohibited by law from entering into, and, without limiting the generality of the foregoing, to mortgage, pledge, deposit, encumber, assign, convey, and transfer in trust or in any manner not prohibited by law, any or all of the property or assets of the company and to execute all agreements, contracts, and indentures of any kind, in respect thereof;
(i) to provide for and enter into contracts with respect to the imposition and recovery of penalties and forfeitures and deferments and extensions of maturity and cash surrender and loan values with respect to the investment contracts issued by the company;
(j) to act as manager for any persons, firm or corporation and to furnish advice and services with respect to the organization, reorganization and management of businesses, and to receive in payment therefor fees, royalties and commissions either in cash, securities or other property;
(k) to invest or lend its funds only in or on the security of investments in which or on the security of which a corporation registered under the Canadian and British Insurance Companies Act, (Canada) may invest or lend its funds, subject to the limitations and restrictions that apply to a company registered under that Act but, notwithstanding subsection 86 of that Act, the company may invest its funds in the fully paid shares of
(i) any corporation incorporated inside or outside Canada to undertake investment contracts,
(ii) any corporation incorporated to provide the company or a corporation mentioned in subclause (i) with advisory, management or sales distribution services in respect of investment contracts,
(iii) any corporation incorporated to acquire, hold, maintain, improve, lease or manage real estate or leaseholds, or
(iv) any corporation incorporated to carry on any other business reasonably ancillary to the business of the corporation,
subject to such terms and conditions as may be prescribed by the Commission.
The company may, with the consent of the Commission, carry on any business that is reasonably ancillary to the business of investment contracts carried on by the corporation.
The business of the corporation is restricted to the business which it is authorized to carry on under this Act.
The Corporations Act, so far as it is applicable and not inconsistent with this Act, applies, with such modifications as the circumstances require, to the company.
The company may proceed under section 167 of The Corporations Act, except clause (1)(b) thereof, as though it were not a corporation incorporated by special Act.
The head office of the company shall be in The City of Winnipeg, in the Province of Manitoba.
Directors' meetings may be held at such place or places as the board of directors may from time to time determine, but the holding of any directors' meeting or meetings outside the province shall not transfer the executive control of the company from Manitoba.
The board of directors, in addition to their other powers, have power,
(a) to fix and direct by by-law the manner in which any contract, engagement or obligation shall be executed by and on behalf of the company;
(b) to appoint committees from among the officers, directors, or shareholders and delegate to them such powers, not inconsistent with law, as they deem advisable;
(c) to make by-laws for the regulation and conduct of the business operations and activities of the company, its officers, agents, directors, solicitors and servants, and repeal, amend and re-enact the same, but every such by-law and every such repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company, shall only have force until the next annual meeting of the company, and, in default of confirmation thereof, shall at and from that time only cease to have force; and a copy of any by-law under the seal of the company and purporting to be signed by any officer of the company shall be received in all courts of law as prima facie evidence of such by-law; and
(d) to conduct in all other particulars the affairs of the company.
The company may by by-law provide that investment contracts on which appear engraved, lithographed, or other facsimile reproductions of the signatures of the officers of the company authorized to sign the same, shall be deemed to have been manually signed by such officers and in such event subject to the provisions of such by-law, such investment contracts shall be as valid to all intents and purposes as if they had been so manually signed.
No form or series of investment contract shall be issued by the company until the form thereof has been filed with, and consent to the issue thereof has been given by the Commission.
When the Commission has given its consent, the investment contracts in the form or series so filed and consented to shall be deemed to comply with this Act and may thereafter be made, issued, solicited, sold, and delivered by the company, subject to The Securities Act and the regulations made thereunder.
Where the Commission notifies the company that it objects to the contract so filed, the company shall not thereafter make, issue, solicit, sell, or deliver any investment contract in the form objected to unless the objection is removed or withdrawn by the Commission.
Subject to subsection (2), the company shall, in respect of outstanding investment contracts issued by it,
(a) maintain reserves for the payment of its outstanding investment contracts that, together with all future payments to be received by the issuer on those investment contracts, or the portions of those future payments still to be applied to reserves, and with accumulations of interest at an assumed rate not to exceed a rate approved by the Commission, will attain the face or maturity values specified in the contracts when due, or the amount payable in accordance with the terms of the contracts; or
(b) maintain reserves of such lesser amount as the Commission may deem appropriate in the circumstances;
but the reserves shall at no time be less than the amount for which the issuer, under the terms of its investment contracts, is liable to pay in cash to the holders of all its investment contracts then outstanding.
Clauses (1)(a) and (b) do not apply to any obligations, contracts or certificates issued, assumed, undertaken or otherwise acquired under the powers specified in clauses 5(1)(c) and (d) but the company shall maintain total reserves in respect of those obligations, contracts and certificates in an amount not less than the reserves maintained in respect of those obligations, contracts and certificates by the preceding issuer and shall continue the same reserve basis with respect thereto but the reserves may be increased as the board of directors may from time to time determine.
No shareholder of the company shall be liable for or charged with the payment of any debt or demand due from the company in excess of the amount unpaid on his shares.
Section 42 and clause 113(2)(d) of The Corporations Act, and any other prohibition against loans to shareholders, do not apply
(a) to loans or advances, if any, made or to be made under and in accordance with any investment contract of the company; or
(b) to loans or advances, if any, made or to be made to commission agents, representatives, brokers, or dealers, upon the security of commissions to become due to them for services rendered.
The company may, in its annual statement or in any valuation of its assets and securities made or required to be made, value all its assets and securities, having a fixed term and rate and not in default as to principal or interest, according to the following rules,
(a) if purchased at par at the par value; or
(b) if purchased above or below par on the basis of the purchase price adjusted so as to bring the value to par at maturity and so as to yield meantime the effective rate of interest at which the purchase was made;
provided the purchase price shall in no case be taken at a higher figure than the actual market value at the time of purchase and provided further that the Commission shall have full discretion in determining the method of calculating values according to the foregoing rules.
"Purchase" as used in subsection (1) includes transactions whereby assets and securities are received as exchanges or rights are received as dividends, or assets are received in connection with converted obligations, or otherwise, and in such cases the purchase price may be held to be a figure not in excess of the market value quoted on the day such assets were acquired.
The company may, in lieu of the method prescribed by subsection (1), in its annual statement or in any valuation of its assets and securities, made or required to be made, value its assets and securities on the same basis as may be prescribed from time to time for use in preparing the annual statements of life insurance companies licensed by the Province of Manitoba.
Where required by the Commission, the company shall maintain in the custody of a trust company or companies or chartered bank or banks, approved by the Commission, assets of the kind specified in subsection (16) aggregating in amount not less at any time than the amount for which the company, under the terms of its investment contracts is liable as of such time to pay in cash to the holders of all such contracts then outstanding, or aggregating such lesser amount as the Commission may from time to time require.
The company shall maintain in the custody of a trust company or companies or chartered bank or banks, approved by the Commission, the assets required to be invested in under section 4 of this Act.
The company may enter into any agreement that is not prohibited by law with the trust company or companies or chartered bank or banks approved by the Commission for the substitution, exchange and withdrawal of deposited assets and the company shall be entitled to collect and receive the interest, income, dividends and payments on assets deposited so long as the deposit is unimpaired and maintained at not less than the minimum required amount; and any agreement relating to the deposit of assets may make provision for
(a) amendments and supplements to the agreement;
(b) the general administration, handling, transfer, cancellation and termination of any deposit and agreement;
(c) the substitution and exchange and withdrawal of deposited assets;
(d) the obligations and duties of the trust company or companies or chartered bank or banks in respect of such deposit and agreement;
(e) other matters of any kind that the parties thereto may deem necessary;
and the agreement and all amendments and supplements thereto and any transfer, cancellation or termination thereof or of the deposit shall be subject to the written approval of the Commission.
Subject to the provisions of subsection (10), nothing shall prevent the company with the written approval of the Commission from withdrawing assets on deposit for the purpose of pledging them for a loan or loans, in which case the difference between the deposit value of such assets and the amount of the loan or loans thereby secured shall, unless such pledge is foreclosed, continue as a deposit credit and when such withdrawn assets are returned to the deposit they shall be valued as though they had never been withdrawn.
Subject to the provisions of subsection (10), any asset on deposit may be withdrawn by the company for the purpose of foreclosing any lien securing the same, or for the purpose of consummating any executory contract or agreement of sale or exchange, in which event a receipt for such withdrawn asset may be deposited in lieu thereof, which receipt shall be accepted for the amount of such withdrawn asset.
In the case of a withdrawal for foreclosure of a lien, the company may forthwith upon completion of the foreclosure substitute for such receipt the certificate of title, bill of sale, certificate of sale, sheriff's deed or certificate, trustee's deed, or other like instrument, received in such foreclosure, which instrument may be accepted for deposit; and if the withdrawn asset is paid, settled or satisfied without foreclosure or before foreclosure is completed, the company shall forthwith substitute for such receipt assets in an amount sufficient to maintain the deposit as provided in this Act, if any be required.
In case of a withdrawal for sale or exchange, the company may forthwith upon consummation of such sale or exchange, substitute for such receipt the cash or assets received for the withdrawn asset or assets, so far as such assets are eligible, which assets so substituted shall be accepted for deposit in the amount provided in this Act in respect to such class of assets; and if the amount of such substituted assets is less than the amount for which the withdrawn asset or assets were deposited, the amount of the general deposit shall be decreased in the amount of such difference.
Where the company fails within a reasonable time to substitute assets for any such receipts as herein provided, the general deposit may be decreased by the amount for which the withdrawn assets represented thereby were deposited.
A receipt on deposit may be withdrawn in the same manner and under the same conditions as any other asset may be withdrawn under this Act.
Except with the written permission of the Commission the total amount of assets that may be carried in the form of a deposit credit as provided in subsection (4), and that may be carried in the form of receipts for withdrawn assets as provided in subsection (5) shall not at any time exceed, in the aggregate 10% of the amount of any deposit required under subsection (1).
Assets deposited in the manner prescribed by this section shall be deemed to be, and are hereby constituted as, general assets of the company.
Should the company at any time be declared insolvent or bankrupt or make an assignment for the benefit of its creditors or have a receiver appointed for all of its assets by final decision of any court of competent jurisdiction, the Commission or its agent may take and receive from the trust company or companies or chartered bank or banks the assets deposited as provided for herein and the receipt of the Commission or its agents for such assets shall operate and be a full and complete release of the trust company or companies or chartered bank or banks from all liability, obligations and responsibility of every nature and kind under this Act and under any agreement or agreements in respect of assets deposited with it by the company; and upon the receipt of such assets by the Commission from the trust company or companies or chartered bank or banks as herein provided, the Commission may undertake to liquidate such assets, or may enter into an agreement for the management of such assets or may deliver the same into the hands of the proper court having jurisdiction to administer such assets in liquidation or receivership; and where the Commission or its duly authorized agent within 90 days after being personally served with notice in writing by the trust company or companies or chartered bank or banks so to do, fail to demand and receipt for such assets then the trust company or companies or chartered bank or banks shall be at liberty to deliver such assets to the trustee, receiver or liquidator of the company and the receipt of said trustees, receiver or liquidator for such assets shall operate and be a full and complete discharge and release of the trust company or companies or chartered bank or banks from all liabilities, obligations and responsibilities of every nature and kind whatsoever under this Act and under any agreement or agreements in respect of assets deposited with it by the company.
The deposit shall be held and administered as security pari passu for the benefit of all holders of the company's investment contracts.
The company shall be entitled to a release and return of deposited assets upon the discharge in full of all liability on all investment contracts for which any such deposit is maintained or, unless otherwise ordered by the Commission, upon the cancellation or termination of the deposit agreement.
The amount of assets deposited as required by the statute of any other province of Canada, or any order, regulation or requirement of any government of Canada, shall be deducted from the amount of assets that may be required to be deposited under this Act.
The assets referred to in subsection (1) mean assets which, at the time of acquisition or deposit, were cash or securities or investments to which clause 5(k) refers; provided, however, that with respect to deposits for liabilities upon converted obligations the assets referred to in subsection (1) may include in addition to the above, assets of the kind that the original issuer of such converted obligations undertook to maintain in accordance with the provisions of the converted obligation.
The company may issue its investment contracts in different forms or series and may allocate or deposit specific assets for the sole benefit of the holders of any one or more of such forms or series, in which event, such assets shall be held and administered as security pari passu for the benefit of all the holders of the company's investment contracts of the one or more forms or series covered by such allocation or deposit.
The company shall file with the Commission on or before the 20th day of January, April, July and October in each year, which time may be extended in the discretion of the Commission, a statement certified by the auditor of the company or verified by the company in a manner satisfactory to the Commission, showing
(a) the total liability on the last day of the preceding month on all outstanding investment contracts, said liability being determined as provided in said investment contracts less any loans made thereon;
(b) all assets on deposit with the trust company or companies or chartered bank or banks, and the total collections and charges made thereon during the quarter ending with the last day of the preceding month, and the amount and value of such assets as of the last day of the preceding quarter;
and a copy of such statement shall be forwarded to the trust company or companies or chartered bank or banks, if any there be, having the custody of deposited assets, and such statements shall be deemed conclusive as far as the trust company or companies or chartered bank or banks are concerned and they shall be under no obligation to investigate as to the amount of the company's liability under outstanding investment contracts nor as to the amount of assets required to be deposited by the company.
The company shall prepare annually and deliver to the Commission on or before the last day of February of each year, which date may be extended in the discretion of the Commission, a statement of the condition of affairs of the company as of December 31 next preceding, showing the assets, liabilities, income, and expenses of the company for the calendar year ended on such date, and such other information as the Commission may from time to time deem necessary, and the statement shall be verified by the president and secretary of the company and be accompanied by a certificate of the auditor setting forth,
(a) that they have examined the statement and that it agrees with the books of the company;
(b) that according to the best of their information and explanations given them, in their opinion the statement sets forth fairly and truly the state of the affairs of the company.
The auditor shall be a chartered professional accountant authorized to provide public accounting services who has practised as such in Canada during the preceding five years.
Where the company fails to file the statement mentioned in subsection (1) within the time required, the company shall be liable to a fine of not more than $50. for each day of default but not exceeding in the aggregate $1,000.
The Commission may, from time to time inspect or cause to be inspected the books of account, securities, cash, documents, bank accounts, vouchers, correspondence, and records of every description, of the company, and appoint competent persons to make the inspection, inquiry, or examination and report to the Commission thereon, the manner in which its accounts, records, securities and assets are kept or administered and the provision made for payment of its contracts as they mature.
The officers or agents of the company shall produce its books and records for inspection by the Commission or other authorized person making the inspection and shall otherwise facilitate such examination so far as is in their power.
The Commission may cause abstracts to be prepared of the books and vouchers and a valuation to be made of the assets and liabilities of the company in compliance with the provisions of this Act or may make such other valuation upon such other basis as it may see fit.
The cost of the inspection hereinbefore provided for, upon the certificate of the Commission, shall be paid by the company.
The Commission may accept the inspection and report in whole or in part of any duly qualified person or the inspection and report made under the authority of any government of Canada.
Nothing in this Act shall authorize the company to carry on the business of insurance.
The company by reason of carrying on the purposes, objects and powers specified in section 5, shall not be deemed to be a loan company, a trust company, a loan and trust company, land company, or an investment and building society, nor shall the company be subject to any Acts applicable to such companies and societies; but nothing in this Act contained shall be construed as excepting the company from the provisions of The Securities Act, and amendments thereto, or the jurisdiction of the Commission under that Act, nor from taxation under any Act of the Legislature.
On September 1, 1964, all the lands, estates, leases, charges, mortgages, encumbrances, securities, assets, properties, real, personal or mixed, effects, rights, credits, choses in action and causes of action of every description belonging to or standing in the name of or existing in Investors Syndicate of Canada, Limited which made up the reserves required to be maintained pursuant to section 13 of chapter 88 of the Statutes of Manitoba, 1940 (First Session), and which, on September 1, 1964 had been deposited and were held on deposit pursuant to the provisions of section 17 of chapter 88 of the Statutes of Manitoba, 1940 (First Session), and all investment contracts entered into by Investors Syndicate of Canada, Limited were transferred to and vested in Investors Syndicate Limited without further act, conveyance or other deed to and for the use and benefit absolutely of Investors Syndicate Limited, its successors and assigns for all the estate, right, title, interest, claim and demand which on that date, or thereafter, Investors Syndicate of Canada, Limited became entitled to.
On and from September 1, 1964 the assets transferred pursuant to subsection(1) were alone answerable for claims under the investment contracts so transferred, and such investment contracts thereupon became and were deemed to be investment contracts of Investors Syndicate Limited without the issuance to the holders thereof of new investment contracts in the name of Investors Syndicate Limited.
Investors Syndicate Limited on, from, and after September 1, 1964 may exercise all the powers, rights and privileges over or in respect of the things and matters to which reference is made in subsection (1) or any of them that Investors Syndicate of Canada, Limited had or could or might have exercised and may sell, release, discharge, assign, transfer, convey, dispose of or otherwise deal with, all or any of the said lands, estates, leases, charges, mortgages, encumbrances, securities, assets, properties, real, personal or mixed, effects, rights, credits, choses in action, causes of action, and investment contracts aforesaid and execute all requisite or proper assignments, transfers, discharges, releases, deeds, grants, or other conveyances or other documents whatsoever as occasion therefor shall arise and exercise all powers in connection therewith or with respect thereto in the name of Investors Syndicate Limited in the same manner as if they stood in the name of or had been made to or in favour of Investors Syndicate Limited.
In consideration of the transfer to and vesting in Investors Syndicate Limited of all powers, rights, and privileges over or in respect of the things and matters to which reference is made in section 22 or any of them, Investors Syndicate Limited, as of September 1, 1964, assumed and shall pay and discharge all debts, liabilities and obligations of the said Investors Syndicate of Canada, Limited in respect of all investment contracts in force on that date and the holders of all such investment contracts shall look to Investors Syndicate Limited for satisfaction of their rights under such investment contracts.
This Act shall be and shall in all respects be treated for the purposes of every land titles office, registry office, and other public office, whatsoever in the province, and of any and all transactions therein and of the officers administering them as a legal and valid grant, conveyance, transfer and assignment to Investors Syndicate Limited of any and all lands or interest in lands and of any and all mortgages, charges, encumbrances, or other documents whatsoever and of any and all other property of every description, real, personal or mixed, and whether under The Real Property Act or any other Act of the Legislature under any other system or form of registration standing in the name of or vested in Investors Syndicate of Canada, Limited, whether as owner, trustee or otherwise, which is transferred to and vested in Investors Syndicate Limited by virtue of this Act.
Notwithstanding The Corporations Act, The Real Property Act, The Personal Property Security Act, The Registry Act, or any other Act of the Legislature, it is not necessary to register or file this Act or register or file or issue any further or other instrument, document or certificate or to make any entry showing the transmission or assignment of title from Investors Syndicate of Canada, Limited to Investors Syndicate Limited of any such property, which is transferred to and vested in Investors Syndicate Limited by virtue of this Act, other than the making of memorial of such vesting
(a) on each certificate of title under The Real Property Act; and
(b) on each original mortgage or encumbrance under The Real Property Act which is filed in a land titles office;
and the certification of the trust company or bank which maintained custody of such property pursuant to subsection 17(1) of chapter 88 of the Statutes of Manitoba, 1940 (First Session), shall be sufficient proof for all purposes that such property is transferred to and vested in Investors Syndicate Limited in accordance with this Act.
NOTE: This Act replaces S.M. 1964 (1st sess.), c. 88.
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