Optimum General Inc. - MRRS Decision

le 19 décembre 2000

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Insider reporting relief granted to certain directorsand senior officers of certain subsidiaries and affiliates of insiders of the applicant. Relief consistent with proposedNational Instrument 55-101 Exemption from Certain Insider Reporting Requirements.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 121(2)(a)(ii).

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.

Applicable Policies

National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications

Proposed National Policy 55-101 Exemption from Certain Insider Reporting Requirements

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 theprovinces of British Columbia, Alberta, Ontario and Québec (the "Jurisdictions") has received an application fromOptimum 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 tofile 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 seniorofficers 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 nameNational Insurance Group Inc. The name of the Filer was changed to Optimum General Inc. by certificateof 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 therequirements contained in the Legislation.

4. The Class A Subordinate Voting Shares of the Filer (the "Subordinate Voting Shares") are listed and postedfor trading on The Toronto Stock Exchange.

5. The list of companies in the attached appendix (the "Appendix") includes (A) all subsidiaries of the Filer thathave, as reflected in the most recent annual audited financial statements of the Filer, either: (i) assets, on aconsolidated basis with its subsidiaries, representing ten percent (10%) or more of the consolidated assetsof 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 ofincome and losses (each, a "Major Subsidiary") and (B) all insider companies and affiliates of insiders ofthe Filer which (y) do not control, individually or in concert, the Filer or (z) do not supply to the Filer or to itsMajor Subsidiaries material or services, the essential nature and scale of which are such that factorsaffecting this supply would or would reasonably be expected to have a significant effect on the market priceor 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 certainother directors and senior officers (who will not benefit from the exemptive relief sought herein), none of thedirectors and senior officers of any of the subsidiaries of the Filer or of the Qualified Affiliated Insiderseither: (i) participate in the day-to-day management or operation of the Filer, or, (ii) receive or have accessto, in the ordinary course of business, information respecting material facts or material changes withrespect 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 (ashereafter defined) and the basis upon which each director or senior officer comes within the terms of theDecision; to maintain a continuing review of the facts contained in the representations upon which thisDecision is made; to promptly advise the Decision Makers of any changes in such facts; and, upon therequest of any of the Decision Makers or their staff, to provide any information necessary to determinewhether 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 ofevery 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 eachDecision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation thatprovides 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 Requirementshall not apply to a director or senior officer of a subsidiary of the Filer, other than a Major Subsidiary, and a directoror a senior officer of a Qualified Affiliate Insider of the Filer, except in Québec, in respect of securities of the Filerprovided 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 ormaterial changes concerning the Filer before the material facts or material changes are generallydisclosed;

(b) is not a director or senior officer of a major subsidiary of the Filer; for the purposes of thisDecision, the term "major subsidiary" means a subsidiary of the Filer for which either or both of thefollowing are true:

(i) the value of the assets of the subsidiary, on a consolidated basis with its subsidiaries, asreflected in the most recent annual audited balance sheet of the Filer that the Filer hasfiled, represents 10 percent or more of the consolidated assets of the Filer shown on thatbalance sheet, or

(ii) the revenues of the subsidiary, on a consolidated basis with its subsidiaries, as reflectedin the most recent annual audited statement of income and loss of the Filer that the Filerhas filed, are 10 percent or more of the consolidated revenues of the Filer shown on thatstatement 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 ofthe Filer; or

(d) who is denied the exemptions contained in this Decision by another decision of the DecisionMaker.

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 ormaterial changes concerning the Filer before the material facts or material changes are generallydisclosed;

(b) is not an insider of the Filer in a capacity other than as a director or senior officer of an affiliate ofan 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 asubsidiary 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 beexpected 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 DecisionMaker.

3. The Filer maintains a list of all directors and senior officers of subsidiaries of the Filer hereby exemptedfrom the Insider Reporting Requirement and a list of all directors and senior officers of affiliates of aninsider 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 afterthe earlier of:

(i) the date of implementation in the Jurisdiction of a National Instrument dealing with the subjectmatter 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 thata National Instrument dealing with the subject matter of the draft National Instrument 55-101 willnot 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, 2000are:

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) Optimum FarmInsurance Inc.

Qualified Affiliated Insiders

The Qualified Affiliated Insiders of Optimum General Inc. as disclosed in the Decision Document dated December19, 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.