Cigna Corporation September 26 , 2019
To the beneficial owners, or representatives acting on behalf of the beneficial owners, of the outstanding notes listed in the below table
(collectively, the “Notes”):
Issuer: Cigna Holding Company
Issuer: Express Scripts Holding Company
Issuer: Medco Health Solutions, Inc.
* * * * * * We are considering undertaking certain transactions with respect to the Notes. If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of the Notes that is a Qualified Holder (as described below), please complete the Eligibility Letter on the next page and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Letter. Additionally, if you are a Qualified Holder who is an Eligible Canadian Holder, please complete the Canadian Eligibility Letter on the next page in addition to the Eligibility Letter. If you are a beneficial owner of the Notes that is not a Qualified Holder, please do not take any action at this time.
A “Qualified Holder” is a beneficial owner that certifies that it is: In addition, if you are an “Eligible Canadian Holder” (as defined below), please so indicate below.
An “Eligible Canadian Holder” is a Qualified Holder who certifies that it is:
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This letter neither is an offer nor a solicitation of an offer with respect to the Notes nor creates any obligations whatsoever on the part of Cigna Corporation to make any offer or on the part of the recipient to participate if an offer is made. COMPLETED FORMS MUST BE FAXED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT, AT (212) 709-3328. You may direct any questions about the eligibility process to D.F. King & Co., Inc., Attention: Andrew Beck, telephone: (800) 499-8541 (toll free) or (212) 269-5550 (collect); email: Cigna@dfking.com.
Very truly yours,
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ANNEX A DEFINITIONS “Qualified Institutional Buyer”
means: 1. Any of the following entities, acting for its own account or the accounts of other
Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees; (e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974; (f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans; (g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (the “Investment Advisers
Act”); (h) Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in
Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or
similar business trust; and (i) Any
investment adviser registered under the Investment Advisers Act. 2. Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided
that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer; 3. Any dealer
registered pursuant to Section 15 of the Exchange Act acting in a riskless
principal transaction on behalf of a Qualified Institutional Buyer; 4. Any
investment company registered under the Investment Company Act, acting for its
own account or for the accounts of other Qualified Institutional Buyers, that
is part of a family of investment companies which own in aggregate at least
$100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies. “Family of investment companies” means any
two or more investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of shares of one
or more registered investment companies, that have the same investment adviser
(or, in the case of unit investment trusts, the same depositor),
provided that: (a) Each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and (b) Investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor); 5. Any entity,
all of the equity owners of which are Qualified Institutional Buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and 6. Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution. For purposes of the foregoing definition: 1.
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps. 2. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section. 3.
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise. 4. “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security
to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a
Qualified Institutional Buyer.
* * * * * * “U.S. person” means: 1.
Any natural person resident in the United States; 2.
Any partnership or corporation organized or incorporated under the laws of the United
States; 3. Any
estate of which any executor or administrator is a U.S. person; 4. Any
trust of which any trustee is a U.S. person; 5. Any
agency or branch of a foreign entity located in the United States; 6. Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person; 7. Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and 8. Any
partnership or corporation if: (a) Organized or incorporated under the laws of any foreign
jurisdiction; and (b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts. The following are
not
“U.S. Persons”:
1. Any
discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident
in the United States; 2. Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:
(a)
an executor or administrator of the estate who is not a U.S. person has
sole or shared investment discretion with respect to the assets of the estate;
and
(b)
the estate is governed by foreign law; 3.
Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment
discretion with respect to the trust assets, and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. person; 4.
An employee benefit plan established and administered in accordance with
the law of a country other than the United States and customary practices and
documentation of such country; 5.
An agency or branch of a U.S. person located outside the United States
if:
(a)
the agency or branch operates for valid business reasons; and
(b)
the agency or branch is engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located; and 6.
The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans and any other similar international
organizations, their agencies, affiliates and pension plans. Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans. * * * * * * “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia. * * * * * * “Non-U.S. qualified offeree” means: 1. in relation to each member state of the European Economic Area (each, a “Relevant Member State”) which has implemented the Directive 2003/71/EC (as amended, including by Directive 2010/73/EU (the “2010 PD Amending Directive”), the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State: (a) any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) any other entity in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no offer of Cigna Corporation debt securities to such entity would require Cigna Corporation or any other person to publish a prospectus pursuant to Article 3 of the Prospectus Directive; 2. in relation to the European Economic Area, not a “retail investor”; 3. in relation to the United Kingdom, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) who are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or 4. any entity outside the United States, the United Kingdom and the European Economic Area to whom the offers related to Cigna Corporation debt securities may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction. For purposes of clause (2) of this definition, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined above). * * * * * * “accredited investor” means:1. except in Ontario,
a Canadian financial institution or a Schedule III bank; 2.
in Ontario, a
financial institution described in paragraph 1, 2 or 3 of section 73.1(1) of the
Securities Act (Ontario); 3.
except in Ontario,
the Business Development Bank of Canada incorporated under the
Business Development Bank of Canada Act
(Canada); 4.
in Ontario, the
Business Development Bank of Canada; 5.
except in Ontario,
a subsidiary of any person referred to in paragraph (1) or (3) above, if the
person owns all of the voting securities of the subsidiary, except the voting
securities required by law to be owned by directors of that subsidiary; 6.
in Ontario, a
subsidiary of any person or company referred to in paragraph (2) or (4) above,
if the person or company owns all of the voting securities of the subsidiary,
except the voting securities required by law to be owned by directors of that
subsidiary; 7.
except in Ontario,
a person registered under the securities legislation of a jurisdiction of Canada
as an adviser or dealer; 8.
in Ontario, a
person or company registered under the securities legislation of a province or
territory of Canada as an adviser or dealer, except as otherwise prescribed by
regulations; 9.
an individual
registered under the securities legislation of a jurisdiction of Canada as a
representative of a person referred to in paragraph (7) above; 10.
an individual
formerly registered under the securities legislation of a jurisdiction of
Canada, other than an individual formerly registered solely as a representative
of a limited market dealer under one or both of the
Securities Act (Ontario) or the Securities Act
(Newfoundland and Labrador); 11.
except in Ontario,
the Government of Canada or a jurisdiction of Canada, or any crown corporation,
agency or wholly-owned entity of the Government of Canada or a jurisdiction of
Canada; 12.
in Ontario, the
Government of Canada, the government of a province or territory of Canada, or
any Crown corporation, agency or wholly-owned entity of the Government of Canada
or of the government of a province or territory of Canada; 13.
a municipality,
public board or commission in Canada and a metropolitan community, school board,
the Comité de gestion de la taxe scolaire
de l’île de Montréal or an intermunicipal management board in Québec; 14.
any national,
federal, state, provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency of that government; 15.
except in Ontario,
a pension fund that is regulated by the Office of the
Superintendent of Financial Institutions
(Canada), a pension commission or similar regulatory authority of a
jurisdiction of Canada; 16.
in Ontario, a
pension fund that is regulated by either the
Office of the Superintendent of Financial Institutions (Canada) or a pension commission or
similar regulatory authority of a province or territory of Canada; 17.
an individual who,
either alone or with a spouse, beneficially owns financial assets having an
aggregate realizable value that, before taxes but net of any related
liabilities, exceeds $1,000,000; 18.
an individual who
beneficially owns financial assets having an aggregate realizable value that,
before taxes but net of any related liabilities, exceeds $5,000,000; 19.
an individual
whose net income before taxes exceeded $200,000 in each of the two most recent
calendar years or whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of the two most recent calendar years and who, in
either case, reasonably expects to exceed that net income level in the current
calendar year; 20.
an individual who,
either alone or with a spouse, has net assets of at least $5,000,000; 21.
a person, other
than an individual or investment fund, that has net assets of at least
$5,000,000 as shown on its most recently prepared financial statements; 22.
an investment fund that
distributes or has distributed its securities only to: (a)
a person that is or was an
accredited investor at the time of the distribution; (b)
a person that acquires or
acquired securities in the circumstances referred to in Section 2.10 (Minimum amount investment) or 2.19 (Additional investment in investment funds)
of NI 45-106; or (c)
a person described in
paragraph (a) or (b) that acquires or acquired securities under Section 2.18 (Investment fund reinvestment) of NI
45-106; 23.
an investment fund that
distributes or has distributed securities under a prospectus in a jurisdiction
of Canada for which the regulator or, in Québec, the securities regulatory
authority, has issued a receipt; 24.
a trust company or trust
corporation registered or authorized to carry on business under the
Trust and Loan Companies Act (Canada)
or under comparable legislation in a jurisdiction of Canada or a foreign
jurisdiction, acting on behalf of a fully managed account managed by the trust
company or trust corporation, as the case may be; 25.
a person acting on behalf of
a fully managed account managed by that person, if that person is registered or
authorized to carry on business as an adviser or the equivalent under the
securities legislation of a jurisdiction of Canada or a foreign jurisdiction; 26.
a registered charity under
the Income Tax Act (Canada) that, in
regard to trade, has obtained advice from an eligibility adviser or an adviser
registered under the securities legislation of the jurisdiction of the
registered charity to give advice on the securities being traded; 27.
an entity organized in a
foreign jurisdiction that is analogous to any of the entities referred to in
paragraph (1), (3), (5), (7) or (15) above (and, in Ontario, paragraph (2), (4),
(6), (8) or (16) above) in form and function; 28.
a person in respect of which
all of the owners of interests, direct, indirect or beneficial, except the
voting securities required by law to be owned by directors, are persons that are
accredited investors; 29.
an investment fund that is
advised by a person registered as an adviser or a person that is exempt from
registration as an adviser; 30.
a person that is recognized
or designated by the securities regulatory authority or, except in Ontario and
Québec, the regulator as an accredited investor; 31.
in Ontario, a person or
company that is recognized or designated by the Ontario Securities Commission as
an accredited investor; or 32.
a trust established by an
accredited investor for the benefit of the accredited investor’s family members
of which a majority of the trustees are accredited investors and all of the
beneficiaries are the accredited investor’s spouse, a former spouse of the
accredited investor or a parent, grandparent, brother, sister, child or
grandchild of that accredited investor, of that accredited investor’s spouse or
of that accredited investor’s former spouse.
For purposes of the foregoing definition all monetary
references are in Canadian Dollars and: “Canadian financial institution” means:1.
a representative. an
association governed by the Cooperative
Credit Associations Act (Canada) or a central cooperative credit society for
which an order has been made under Section 473(1) of the
Cooperative Credit Associations Act
(Canada); or 2.
a bank, loan corporation,
trust company, trust corporation, insurance company, treasury branch, credit
union, caisse populaire, financial
services cooperative or league that, in each case, is authorized by an enactment
of Canada or a jurisdiction of Canada to carry on business in Canada or a
jurisdiction of Canada.
“control
person” has the same meaning as in securities legislation except in
Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia,
Nunavut, Ontario, Prince Edward Island and Québec where control person means any
person that holds or is one of the combination of persons that holds: 1.
a sufficient number of any
of the securities of an issuer so as to affect materially the control of the
issuer; or 2.
more than 20% of the
outstanding voting securities of an issuer except where there is evidence
showing that the holding of those securities does not affect materially the
control of the issuer.
“director”
means: 1.
a member of the board of
directors of a company or an individual who performs similar functions for a
company; and 2.
with respect to a person
that is not a company, an individual who performs functions similar to those of
a director of a company.
“eligibility
adviser” means: 1.
a person that is registered
as an investment dealer and authorized to give advice with respect to the type
of security being distributed; 2.
in Manitoba, also means a
lawyer who is a practising member in good standing with a law society of a
jurisdiction of Canada or a public accountant who is a member in good standing
of an institute or association of chartered accountants, certified general
accountants or certified management accountants in a jurisdiction of Canada;
provided that the lawyer or public accountant must not have a professional,
business or personal relationship with the issuer, or any of its directors,
executive officers, founders or control persons; and 3.
have acted for or been
retained personally or otherwise as an employee, executive officer, director,
associate or partner of a person that has acted for or been retained by the
issuer or any of its directors, executive officers, founders or control persons
within the previous twelve months.
“EVCC”
means an employee venture capital corporation that does not have a restricted
constitution and is registered under Part 2 of the
Employee Investment Act (British Columbia) and whose business objective is making multiple
investments.
“executive
officer” means, for an issuer, an individual who is: 1.
a chair, vice chair or
president; 2.
a vice president in charge
of a principal business unit, division or function including sales, finance or
production; or 3.
performing a policy-making
function in respect of the issuer.
“financial
assets” means: 1.
cash; 2.
securities; or 3.
a contract of insurance, a
deposit or an evidence of a deposit that is not a security for the purposes of
securities legislation.
“foreign
jurisdiction” means a country other than Canada or a political
subdivision of a country other than Canada.
“founder”
means, in respect of an issuer, a person who: 1.
acting alone, in
conjunction, or in concert with one or more persons, directly or indirectly,
takes the initiative in founding, organizing or substantially reorganizing the
business of the issuer; and 2.
at the time of the
distribution or trade is actively involved in the business of the issuer.
“fully
managed account” means an account of a client for which a person makes
the investment decisions if that person has full discretion to trade in
securities for the account without requiring the client’s express consent to a
transaction.
“jurisdiction”
means a province or territory of Canada except when used in the term foreign
jurisdiction.
“investment
fund” means a mutual fund or a non-redeemable investment fund and, for
greater certainty in British Columbia, includes an EVCC and VCC.
“local
jurisdiction” means the jurisdiction in which the Canadian securities
regulatory authority is situate.
“non-redeemable
investment fund” means an issuer: 1.
whose primary purpose is to
invest money provided by its security holders; 2.
that does not invest; (a)
for the purpose of
exercising or seeking to exercise control of an issuer, other than an issuer
that is a mutual fund or a non-redeemable investment fund; or (b)
for the purpose of being
actively involved in the management of any issuer, other than an issuer that is
a mutual fund or a non-redeemable investment fund, and 3.
that is not a mutual fund.
“person”
includes: 1.
an individual; 2.
a corporation; 3.
a partnership, trust, fund
and an association, syndicate, organization or other organized group of persons,
whether incorporated or not; and 4.
an individual or other
person in that person’s capacity as a trustee, executor, administrator or
personal or other lega
“regulator”
means, for the local jurisdiction, the Executive Director as defined under
securities legislation of the local jurisdiction.
“related
liabilities” means: 1.
liabilities incurred or
assumed for the purpose of financing the acquisition or ownership of financial
assets; or 2.
liabilities that are secured
by financial assets.
“Schedule
III bank” means an authorized foreign bank named in Schedule III of the
Bank Act (Canada).
“spouse”
means, an individual who: 1.
is married to another
individual and is not living separate and apart within the meaning of the
Divorce Act (Canada), from the other
individual; 2.
is living with another
individual in a marriage-like relationship, including a marriage-like
relationship between individuals of the same gender; or 3.
in Alberta, is an individual
referred to in paragraph (1) or (2) above or is an adult interdependent partner
within the meaning of the Adult Interdependent Relationships Act (Alberta).
“subsidiary”
means an issuer that is controlled directly or indirectly by another issuer and
includes a subsidiary of that subsidiary.
“VCC”
means a venture capital corporation registered under Part 3 of the
Small Business Venture Capital Act
(British Columbia) whose business objective is making multiple investments.
* * * * * *
“permitted client” means: 1.
a Canadian financial
institution or a Schedule III bank; 2.
the Business Development
Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); 3.
a subsidiary of any person
or company referred to in paragraph (1) or (2) above, if the person or company
owns all of the voting securities of the subsidiary, except the voting
securities required by law to be owned by directors of the subsidiary; 4.
a person or company
registered under the securities legislation of a jurisdiction of Canada as an
adviser, investment dealer, mutual fund dealer or exempt market dealer; 5.
a pension fund that is
regulated by either the federal Office of the Superintendent of Financial
Institutions or a pension commission or similar regulatory authority of a
jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund; 6.
an entity organized in a
foreign jurisdiction that is analogous to any of the entities referred to in
paragraphs (1) to (5) above; 7.
the Government of Canada or
a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned
entity of the Government of Canada or a jurisdiction of Canada; 8.
any national, federal,
state, provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government; 9.
a municipality, public board
or commission in Canada and a metropolitan community, school board, the
Comité de gestion de la taxe scolaire de
l’île de Montréal or an intermunicipal management board in Québec; 10.
a trust company or trust
corporation registered or authorized to carry on business under the
Trust and Loan Companies Act (Canada)
or under comparable legislation in a jurisdiction of Canada or a foreign
jurisdiction, acting on behalf of a managed account managed by the trust company
or trust corporation, as the case may be; 11.
a person or company acting
on behalf of a managed account managed by the person or company, if the person
or company is registered or authorized to carry on business as an adviser or the
equivalent under the securities legislation of a jurisdiction of Canada or a
foreign jurisdiction; 12.
an investment fund if one or
both of the following apply: (a) the fund is managed by a
person or company registered as an investment fund manager under the securities
legislation of a jurisdiction of Canada; (b)
the fund is advised by a
person or company authorized to act as an adviser under the securities
legislation of a jurisdiction of Canada; 13.
in respect of a dealer, a
registered charity under the Income Tax
Act (Canada) that obtains advice on the securities to be traded from an
eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser
registered under the securities legislation of the jurisdiction of the
registered charity; 14.
in respect of an adviser, a
registered charity under the Income Tax
Act (Canada) that is advised by an eligibility adviser, as defined in
section 1.1 of NI 45-106, or an adviser registered under the securities
legislation of the jurisdiction of the registered charity; 15.
an individual who
beneficially owns financial assets, as defined in section 1.1 of NI 45-106,
having an aggregate realizable value that, before taxes but net of any related
liabilities, exceeds CAD$5 million; 16.
a person or company that is
entirely owned by an individual or individuals referred to in paragraph (15)
above, who holds the beneficial ownership interest in the person or company
directly or through a trust, the trustee of which is a trust company or trust
corporation registered or authorized to carry on business under the
Trust and Loan Companies Act (Canada)
or under comparable legislation in a jurisdiction of Canada or a foreign
jurisdiction; 17.
a person or company, other
than an individual or an investment fund, that has net assets of at least CAD$25
million as shown on its most recently prepared financial statements; 18.
a person or company that
distributes securities of its own issue in Canada only to persons or companies
referred to in paragraphs (1) to (17) above.
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