2006 Ruling 2006-0181051R3 - Innovative Instrument

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Principal Issues: 1. Whether the XXXXXXXXXX note constitutes borrowed money to ACO for the purpose of paragraph 20(1)(c)?

2. Whether subsection 104(7.1) will apply to deny a deduction to the Trust under paragraph 104(6)(b) of amounts payable to its unit holders?

Position: 1. Yes.

2. No.

Reasons: 1. In previous rulings, we concluded that deductibility under paragraph 20(1)(c) is dependent upon there being a borrower and lender relationship between the parties to the XXXXXXXXXX note. There is a good argument that a loan exists until such time as a mandatory conversion event occurs.

2. The existence of the voting rights attached to the Special Trust Securities is not intended to give ACO a percentage interest in the Trust's property in excess of ACO's income interest in the Trust.

XXXXXXXXXX 2006-018105

XXXXXXXXXX, 2006

Dear XXXXXXXXXX:

Re: Advance Income Tax Ruling Request
XXXXXXXXXX
XXXXXXXXXX

This is in reply to your letter of XXXXXXXXXX in which you requested an advance income tax ruling on behalf of the above named taxpayers. We also acknowledge the additional information provided in subsequent correspondence and during our various telephone conversations in connection with your request (XXXXXXXXXX).

We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in the ruling request:

(i) is in an earlier return of the taxpayers or a related person;

(ii) is being considered by a tax services office or tax centre in connection with a previously filed tax return of the taxpayers or a related person;

(iii) is under objection by the taxpayers or a related person;

(iv) is before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has expired; and

(v) is the subject of a ruling previously issued to the taxpayers by the Directorate, other than the ruling referred to in 6 below.

Unless otherwise stated, all references to a statute are to the Income Tax Act, R.S.C. 1985, 5th Supplement, c.1, as amended, (the "Act") and all terms and conditions used herein that are defined in the Act have the meaning given in such definition unless otherwise indicated.

Our understanding of the relevant definitions, the facts, proposed transactions and their purpose is as follows:

DEFINITIONS

In this letter, the following terms have the meanings specified:

"ACO" means XXXXXXXXXX as described more fully in paragraph 1 below.

"ACO Common Shares" means the common shares of ACO.

"ACO XXXXXXXXXX Note" means the third series of XXXXXXXXXX Notes issued by ACO to the Trust having an aggregate principal amount of up to $XXXXXXXXXX, as described more fully in paragraphs 25 to 30 below.

"Automatic Exchange" has the meaning as set out in paragraph 17 below.

XXXXXXXXXX.
XXXXXXXXXX.

"Closing Date" means the date on which the XXXXXXXXXX will be issued.

"CRA" means the Canada Revenue Agency.

XXXXXXXXXX.

"XXXXXXXXXX Note Redemption Price" means an amount equal to $XXXXXXXXXX plus any accrued and unpaid interest thereon to, but excluding, the date of redemption per $XXXXXXXXXX principal amount of the ACO XXXXXXXXXX Note to be redeemed.

"XXXXXXXXXX Notes" means XXXXXXXXXX notes, issuable in series, of ACO acquired by the Trust.

"Distribution Date" means the XXXXXXXXXX.

"Distribution Diversion Date" means the Distribution Date in respect of which a Distribution Diversion Event has occurred.

"Distribution Diversion Event", in respect of a particular Distribution Date, means XXXXXXXXXX.

"Distribution Period" means the period of time commencing on a Distribution Date and ending on the day preceding the next Distribution Date.

"Early Redemption Price" means the greater of the Redemption Price and the XXXXXXXXXX.

"Eligible Investments" means the Funding Note or any property, including money, securities, amounts receivable from third parties, mortgages, an interest in an Eligible Investment, and any debt obligation that is a qualified investment under the Act for plans and funds described in subsection 204.4(1) (except where the qualification of such property contains conditions regarding the annuitant, the beneficiary, the employer or the subscriber under the plan unless the Trust is satisfied that such conditions are satisfied), except that the ACO XXXXXXXXXX Note will not be repaid with or converted into or exchanged for debt of ACO or any person related to ACO within the meaning of the Act and, following the maturity of the XXXXXXXXXX Notes, Eligible Investments will not include debt of ACO or of any person related to ACO within the meaning of the Act.

"Face Value" has the meaning set out in paragraph 8 below.

"Funding Note" has the meaning set out in paragraph 26 below.

XXXXXXXXXX.

"Holder Exchange Right" has the meaning set out in paragraph 16 below.

XXXXXXXXXX.

"Interest Payment Date" has the meaning set out in paragraph 25 below.

"XXXXXXXXXX Event" means one of the following events: XXXXXXXXXX.

XXXXXXXXXX.
XXXXXXXXXX.
XXXXXXXXXX.

"principal amount" has the meaning assigned by subsection 248(1).

"public corporation" has the meaning assigned by subsection 89(1) and section 141.

"Redemption Price" means $XXXXXXXXXX per XXXXXXXXXX, together with any accrued and unpaid XXXXXXXXXX to, but excluding, the date of redemption.

"Regular Distribution Date" means a Distribution Date other than a Distribution Diversion Dated.

XXXXXXXXXX.

"XXXXXXXXXX" means the Trust Securities - XXXXXXXXXX as described in paragraphs 8 and 9 below.

XXXXXXXXXX.

"Series XXXXXXXXXX Preferred Shares" means non-cumulative preferred shares, series XXXXXXXXXX of ACO as described more fully in paragraph 38 below.

"Series XXXXXXXXXX Preferred Share Cash Redemption Price" has the meaning set out in paragraph 32 below.

"Series XXXXXXXXXX Preferred Shares" means non-cumulative preferred shares, Series XXXXXXXXXX of ACO as described more fully in paragraphs 31 and 37 below.

"Share Exchange Agreement" means an agreement between ACO, the Trust and XXXXXXXXXX.

"Special Trust Securities" means voting units of beneficial interest in the Trust, issuable in series, as described in paragraph 5 below, which are owned by ACO.

XXXXXXXXXX.

"Surrender Price" has the meaning set out in paragraph 16 below.

"taxable Canadian corporation" has the meaning assigned by subsection 89(1).

"XXXXXXXXXX Event" means XXXXXXXXXX.

XXXXXXXXXX.

"Trust" means XXXXXXXXXX as described more fully in paragraphs 4 to 6 below.

"Trust Securities" means non-voting units of beneficial interest in the Trust, issuable in series, which are offered for investment to the public in Canada as described in paragraph 6 below.

XXXXXXXXXX

FACTS

1. ACO is a Schedule 1 bank under the Bank Act, XXXXXXXXXX a public corporation and a taxable Canadian corporation.

2. XXXXXXXXXX . Its Tax Services Office is XXXXXXXXXX Tax Services Office and its Tax Centre is XXXXXXXXXX. The head office XXXXXXXXXX is located at XXXXXXXXXX and its executive offices are located at XXXXXXXXXX.

3. The authorized capital of ACO consists of an unlimited number of ACO Common Shares and an unlimited number of Preferred Shares, issuable in one or more series. Currently, the ACO Common Shares are issued and outstanding and are listed on the XXXXXXXXXX and are widely held by members of the public. There are currently two series of Preferred Shares issued and outstanding and both series are listed on the XXXXXXXXXX only. In connection with the proposed transactions, the Series XXXXXXXXXX Preferred Shares and the Series XXXXXXXXXX Preferred Shares will be authorized.

4. The Trust was established by way of declaration of trust under the laws of XXXXXXXXXX as of XXXXXXXXXX, as supplemented by a first supplemental declaration of trust dated XXXXXXXXXX, and is resident in Canada for purposes of the Act. The trustee of the Trust is XXXXXXXXXX, a trust company licensed to do business in Canada and a taxable Canadian corporation resident in Canada. The capital of the Trust is represented by units of beneficial interest in the Trust. The Trust has two classes of units: Trust Securities and Special Trust Securities. Each class of units is issuable in series.

5. The Special Trust Securities have voting rights, are owned at all material times by ACO and were issued in denominations of $XXXXXXXXXX. The Special Trust Securities represent less than XXXXXXXXXX% of the total issued units of the Trust (determined by fair market value and without regard to any voting rights attaching to the units of the Trust). In XXXXXXXXXX and XXXXXXXXXX, ACO subscribed for Special Securities for an aggregate issue price of $XXXXXXXXXX.

6. The Trust Securities represent the balance of the issued units of the Trust. The Trust Securities are non-voting, except in certain limited circumstances involving changes to their terms and conditions. On XXXXXXXXXX, the first series of Trust Securities, the XXXXXXXXXX, were issued to the public by way of prospectus in denominations of $XXXXXXXXXX for a total of $XXXXXXXXXX On XXXXXXXXXX, a second series of Trust Securities, the XXXXXXXXXX, were issued to the public by way of prospectus in denominations of $XXXXXXXXXX for a total of $XXXXXXXXXX.

PROPOSED TRANSACTIONS

7. Additional Special Trust Securities will be issued to ACO in denominations of $XXXXXXXXXX. The Special Trust Securities will at all times represent not more than XXXXXXXXXX% of all the issued units of the Trust (determined by fair market value and without regard to any voting rights attaching to the units of the Trust). The additional Special Trust Securities will be issued to and paid for in cash by ACO on or before the Closing Date for the sale of the third series of Trust Securities.

8. It is proposed that a third series of Trust Securities, being the XXXXXXXXXX, will be offered for investment to the public in Canada by way of prospectus for an issue price $XXXXXXXXXX per unit (the "Face Value"). The expected aggregate amount of this offering is $XXXXXXXXXX. It is possible that this aggregate amount will be split between a third and a fourth series of Trust Securities.

9. XXXXXXXXXX¹, payable semi-annually on each Regular Distribution Date up to and including XXXXXXXXXX. The XXXXXXXXXX for the Distribution Dates after XXXXXXXXXX will be equal to the Bankers' Acceptance Rate plus approximately XXXXXXXXXX%. The XXXXXXXXXX is non-cumulative and will be payable to holders of XXXXXXXXXX only to the extent that the Trust earns sufficient XXXXXXXXXX.

10. The XXXXXXXXXX will not be payable by the Trust to the holders of the XXXXXXXXXX if the Distribution Date is a Distribution Diversion Date. In such circumstances all of the XXXXXXXXXX, if any, of the Trust will be payable by the Trust to, and distributed to, the holder of the Special Trust Securities. Once a Distribution Diversion Event no longer exists, the XXXXXXXXXX will once again be payable by the Trust to, and distributed to, holders of the XXXXXXXXXX on the next Regular Distribution Date, as described above.

11. The Trust will cause all of its XXXXXXXXXX, if any, to be payable annually to the holders of Trust Securities on a pro rata basis, to a maximum of the XXXXXXXXXX in respect of each series, and then to the holder of Special Trust Securities, in respect of any balance of XXXXXXXXXX of the Trust.

12. You advise that the Trust currently qualifies as a unit trust as described in paragraph 108(2)(a) and it is intended that the Trust will continue to so qualify as such.

13. The property of the Trust from time to time will be limited to the ACO XXXXXXXXXX Note (and any Series XXXXXXXXXX Preferred Shares or Series XXXXXXXXXX Preferred Shares into which the ACO XXXXXXXXXX Note is converted or for which the Trust may subscribe), any additional XXXXXXXXXX Notes of ACO issued to the Trust in connection with existing or future offerings of Trust Securities, cash, amounts receivable from third parties, and other Eligible Investments.

14. Except upon the occurrence of a XXXXXXXXXX Event or XXXXXXXXXX Event, the XXXXXXXXXX will not be redeemable by the Trust prior to XXXXXXXXXX. On that date and on any Distribution Date thereafter, XXXXXXXXXX, and on XXXXXXXXXX prior notice to holders, the Trust may at its option redeem, in whole or in part, the then outstanding XXXXXXXXXX by (i) the payment of an amount in cash equal to the Early Redemption Price, in the case of a redemption prior to XXXXXXXXXX, and (ii) the payment of an amount in cash equal to the Redemption Price, in the case of a redemption on or after XXXXXXXXXX.

15. XXXXXXXXXX will be redeemable at the option of the Trust at any time upon the occurrence of a XXXXXXXXXX Event or a XXXXXXXXXX Event, XXXXXXXXXX and XXXXXXXXXX prior written notice. Where a XXXXXXXXXX Event or a XXXXXXXXXX Event occurs prior to XXXXXXXXXX, the Trust may redeem all but not less than all, of the XXXXXXXXXX for an amount of cash equal to the Early Redemption Price. Where a XXXXXXXXXX Event or a XXXXXXXXXX Event occurs on or after XXXXXXXXXX, the Trust may redeem all but not less than all, of the XXXXXXXXXX for an amount in cash equal to the Redemption Price.

16. Holders of XXXXXXXXXX will have the right (the "Holder Exchange Right") at any time to surrender all or part of their XXXXXXXXXX to the Trust for a price (the "Surrender Price"), for the Face Value of each XXXXXXXXXX, equal to XXXXXXXXXX Series XXXXXXXXXX Preferred Shares, as described in paragraph 38 below. The Trust will have the right, at any time before such surrender is completed, to arrange for substituted purchasers to purchase XXXXXXXXXX tendered for surrender so long as the holder of the XXXXXXXXXX so tendered has not withheld consent to the purchase of its XXXXXXXXXX. As the XXXXXXXXXX will not be listed on any public securities exchange, if a substituted purchaser is found, the price to be paid to the holders of the XXXXXXXXXX so tendered is intended to be a fair equivalent in cash of the Surrender Price and not less XXXXXXXXXX.

17. The surrender of XXXXXXXXXX by a holder thereof to the Trust for Series XXXXXXXXXX Preferred Shares pursuant to the Holder Exchange Right, as described in paragraph 16 above, will be effected as described hereafter. The Trust will:

(a) convert a corresponding $XXXXXXXXXX principal amount of the ACO XXXXXXXXXX Note held by it into XXXXXXXXXX Series XXXXXXXXXX Preferred Shares in accordance with the terms thereof; and

(b) redeem each XXXXXXXXXX in consideration for the transfer to the holder thereof by the Trust of XXXXXXXXXX Series XXXXXXXXXX Preferred Shares.

18. XXXXXXXXXX, if a XXXXXXXXXX Event occurs, all of the then outstanding XXXXXXXXXX will be automatically and mandatorily exchanged (the "Automatic Exchange") for XXXXXXXXXX Series XXXXXXXXXX Preferred Shares. Series XXXXXXXXXX Preferred Shares will have the attributes described below in paragraphs 31-37.

19. The Automatic Exchange as described in paragraph 18 above will be effected pursuant to the Share Exchange Agreement. Holders of the XXXXXXXXXX will automatically transfer their XXXXXXXXXX to ACO and ACO will issue Series XXXXXXXXXX Preferred Shares to such holders in accordance with their entitlements. Accordingly, holders of XXXXXXXXXX will receive XXXXXXXXXX Series XXXXXXXXXX Preferred Shares for each XXXXXXXXXX held by them.

20. On and after XXXXXXXXXX may be purchased by the Trust, in whole or in part, in the open market or by tender or private contract at any price. XXXXXXXXXX so purchased will be cancelled and will not be reissued.

21. Eligible Investments of the Trust in which the Trust may reinvest the proceeds received by it upon the repayment of the ACO XXXXXXXXXX Note on the maturity thereof will exclude debt obligations of ACO or any person related to ACO for purposes of the Act. If any XXXXXXXXXX remain outstanding on the maturity of the ACO XXXXXXXXXX Note, the Trust will use the cash proceeds received by it on repayment of the ACO XXXXXXXXXX Note at that time to invest in property acquired from ACO for a price equal to the fair market value thereof, including securities, amounts receivable from third parties unrelated to ACO, NHA mortgages, Government of Canada debt obligations and other Eligible Investments.

22. As long as any XXXXXXXXXX are outstanding and held by any person other than ACO or an affiliate of ACO, the Trust may only be terminated with the approval of the holder of the Special Trust Securities XXXXXXXXXX (i) upon the occurrence of a XXXXXXXXXX Event or a XXXXXXXXXX Event prior to XXXXXXXXXX, or (ii) for any reason on any Distribution Date on or after XXXXXXXXXX. Holders of the Trust Securities will not be entitled to initiate proceedings for the termination of the Trust.

23. Pursuant to the Share Exchange Agreement, ACO will agree for the benefit of the holders of XXXXXXXXXX that, as long as any XXXXXXXXXX are outstanding and held by any person other then ACO, ACO will not approve the termination of the Trust unless the Trust has sufficient funds to pay the Early Redemption Price or the Redemption Price, as applicable. In the event of the termination of the Trust, holders of the Trust Securities and the Special Trust Securities will be entitled to participate, pari passu, in the distribution of the remaining property of the Trust, after the discharge of the claims of the creditors, if any.

24. Pursuant to the Share Exchange Agreement, ACO will agree for the benefit of holders of XXXXXXXXXX that, if the Trust fails to pay the XXXXXXXXXX in full on any Distribution Date which is not subject to a Distribution Diversion Event, ACO will not pay dividends on any of its shares until the month commencing immediately after the XXXXXXXXXX month following the Trust's failure to pay the XXXXXXXXXX in full on the XXXXXXXXXX , unless the Trust first pays such XXXXXXXXXX, or the unpaid portion thereof, to the holders of XXXXXXXXXX.

25. Coincident with the issuance of the XXXXXXXXXX, ACO proposes to issue to the Trust the ACO XXXXXXXXXX Note. The ACO XXXXXXXXXX Note will be a deposit liability of ACO, will rank on a parity with all other deposit and unsubordinated liabilities of ACO, will have a principal amount of $XXXXXXXXXX and will mature on XXXXXXXXXX. Interest on the ACO XXXXXXXXXX Note will be payable XXXXXXXXXX (the "Interest Payment Date") at a fixed rate of approximately XXXXXXXXXX% XXXXXXXXXX, up to and including XXXXXXXXXX, and thereafter at a floating rate equal to the Bankers' Acceptance Rate plus XXXXXXXXXX%.

26. The Trust will subscribe for the ACO XXXXXXXXXX Note using the proceeds from the issue of the XXXXXXXXXX. The proceeds from the subscription by ACO of additional Special Trust Securities will be used by the Trust to pay its expenses of the offering and any excess funds may be used to acquire a XXXXXXXXXX note (the "Funding Note") from ACO. To the extent that there is a funding shortfall, the Trust will borrow a certain amount from ACO (or an affiliate of ACO) under a credit facility.

27. The ACO XXXXXXXXXX Note will not be redeemable by ACO prior to XXXXXXXXXX , except upon the occurrence of a XXXXXXXXXX Event or XXXXXXXXXX Event. The ACO XXXXXXXXXX Note may, however, be redeemed by ACO in whole or in part on that date and on any Interest Payment Date thereafter for an amount in cash per $XXXXXXXXXX principal amount of the ACO XXXXXXXXXX Note, XXXXXXXXXX . The redemption will be (i) for an amount equal to the greater of the XXXXXXXXXX Note Redemption Price XXXXXXXXXX.

28. Upon the occurrence of a XXXXXXXXXX Event or a XXXXXXXXXX Event, the ACO XXXXXXXXXX Note will be redeemable in whole, at the option of ACO and without the consent of the Trust, by the payment in cash of the same amounts on a redemption of the ACO XXXXXXXXXX Note described in paragraph 27 above, XXXXXXXXXX. If ACO has redeemed the ACO XXXXXXXXXX Note, the Trust will be required to redeem all of the XXXXXXXXXX.

29. Each $XXXXXXXXXX of principal amount of the ACO XXXXXXXXXX Note will be convertible at the option of the Trust for XXXXXXXXXX Series XXXXXXXXXX Preferred Shares.

30. XXXXXXXXXX, failure by ACO to make payment under the ACO XXXXXXXXXX Note in accordance with the terms thereof will not entitle the Trust to accelerate payment of the principal amount owing under the ACO XXXXXXXXXX Note. The principal amount of the ACO XXXXXXXXXX Note will be required to be repaid in full by ACO at the maturity thereof, together with any accrued and unpaid interest thereon, in cash.

31. The Series XXXXXXXXXX Preferred Shares will have an issue price of $XXXXXXXXXX per share. The Series XXXXXXXXXX Preferred Shares will carry a fixed, non-cumulative preferential cash dividend at a rate equal to the XXXXXXXXXX at the time of the Automatic Exchange plus a specified number of basis points. The number will be equal to the number of basis points by which the quoted dividend rate on a new offering by ACO of perpetual preferred shares at the time of pricing of the XXXXXXXXXX exceeds the XXXXXXXXXX at such time.

32. The Series XXXXXXXXXX Preferred Shares will not be redeemable by ACO prior to XXXXXXXXXX. On and after that date, ACO may, XXXXXXXXXX, redeem all or any part of the outstanding Series XXXXXXXXXX Preferred Shares upon notice by the payment of cash in an amount equal to the issue price per share plus all declared and unpaid dividends to the date fixed for redemption ("Series XXXXXXXXXX Preferred Share Cash Redemption Price").

33. On and after XXXXXXXXXX, ACO may at any time, XXXXXXXXXX, purchase Series XXXXXXXXXX Preferred Shares for cancellation in the open market or by tender or private contract at any price.

34. The consideration for a redemption or a purchase by ACO of Series XXXXXXXXXX Preferred Shares may only be paid in cash.

35. Holders of Series XXXXXXXXXX Preferred Shares will not have any voting rights except in certain extraordinary circumstances. The Series XXXXXXXXXX Preferred Shares will rank equally with all other non-cumulative preferred shares of every other series of preferred shares of ACO and in priority to the ACO Common Shares and any other shares ranking junior to the Series XXXXXXXXXX Preferred Shares.

36. Subject to and in accordance with the provisions of Part VI.1, ACO will elect to pay the 40% tax on dividends on the Series XXXXXXXXXX Preferred Shares under Part VI.1 on dividends paid or deemed to be paid on the Series XXXXXXXXXX Preferred Shares.

37. ACO intends to apply to list the Series XXXXXXXXXX Shares on the XXXXXXXXXX at the time of issue.

38. The Series XXXXXXXXXX Preferred Shares will be identical to the Series XXXXXXXXXX Preferred Shares, except that they will carry a fixed non-cumulative preferential cash dividend at a rate of approximately XXXXXXXXXX% per annum. ACO also intends to apply to list the Series XXXXXXXXXX Preferred Shares on the XXXXXXXXXX at the time of issue and similarly will make the election referred to in paragraph 36 above pursuant to Part VI.1 with respect to the Series XXXXXXXXXX Preferred Shares.

39. ACO proposes to use the borrowed monies represented by the ACO XXXXXXXXXX Note for the purpose of earning income (other than exempt income) from business or property.

PURPOSE OF PROPOSED TRANSACTIONS

40. The purpose of the proposed transactions is for ACO XXXXXXXXXX , as proposed to be amended, and to use the borrowed monies represented by the ACO XXXXXXXXXX Note for the purposes described above.

41. XXXXXXXXXX.

42. XXXXXXXXXX.

RULINGS

Provided that the preceding statements constitute a complete and accurate disclosure of all the relevant facts, proposed transactions, and purpose of the proposed transactions, and provided further that the proposed transactions are carried out as described above, our Rulings are as follows:

A. Provided that the proceeds from the issue of the ACO XXXXXXXXXX Note are used and continue to be used for the purpose of earning income from a business or property, and the proceeds are not used to acquire a life insurance policy or property the income from which would be exempt, ACO will be entitled, pursuant to paragraph 20(l)(c), to deduct in computing its income for a taxation year from business or property the amount paid in the year or payable in respect of the year (depending on the method regularly followed by XXXXXXXXXX in computing its income) as interest on the ACO XXXXXXXXXX Note to the extent that the amount paid or payable is reasonable and is paid pursuant to a legal obligation to pay interest.

B. Subsection 104(7.1) will not apply to deny a deduction to the Trust of any amount it is otherwise entitled to under paragraph 104(6)(b) in respect of amounts payable to its unit holders as described in paragraphs 9, 10 and 11 above.

The Rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 and are binding on the CRA provided that the proposed transactions are completed before XXXXXXXXXX.

Nothing in this letter should be construed as implying that the CRA has confirmed, reviewed or has made any determination in respect of any other tax consequences relating to the facts, proposed transactions or any transaction or event taking place either prior to the implementation of the proposed transactions or subsequent to the implementation of the proposed transaction, whether described in this letter or not, other than those specifically described in the rulings given above.

Yours truly,

XXXXXXXXXX
Manager
Section du secteur financier et des entités exonérées
Financial Sector and Exempt Entities Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch
ENDNOTES

¹ The XXXXXXXXXX on the XXXXXXXXXX, the interest rate on the ACO XXXXXXXXXX Note and the dividend rates on the Series XXXXXXXXXX Preferred Shares and the Series XXXXXXXXXX Preferred Shares will be determined based on market conditions at the time the XXXXXXXXXX are issued. Such rates set out in this ruling are for illustrative purposes only.