Sun Life Financial Inc. - s. 104(2)(c)

Headnote

Clause 104(2)(c) - Issuer bid - relief from issuer bid requirements in sections 95, 96, 97, 98 and 100 of the Act - Issuer proposes to purchase, at a discounted purchase price, approximately 2,600,000 of its common shares from one shareholder - due to discounted purchase price, proposed purchases cannot be made through TSX trading system - Issuer cannot rely on exemption available under section 93(3)(e) of the Act from issuer bid requirements because proposed purchases cannot be made through the facilities of the TSX - but for the fact that the proposed purchases cannot be made through the TSX trading system, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 93(3)(e) of the Act and in accordance with the TSX rules governing normal course issuer bid purchases - no adverse economic impact on or prejudice to issuer or public shareholders - proposed purchases exempt from issuer bid requirements in sections 95, 96, 97, 98 and 100 of the Act, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 93(3)(e), 95, 96, 97, 98, 100, 104(2)(c).

November 23, 2007

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

SUN LIFE FINANCIAL INC.

ORDER

(Clause 104(2)(c))

UPON the application (the Application) of Sun Life Financial Inc. (the Issuer) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements of sections 95, 96, 97, 98 and 100 of the Act (the Issuer Bid Requirements) in connection with the proposed purchases by the Issuer of up to 2,600,000 common shares (the Subject Shares) of the Issuer from one of its shareholders (the Selling Shareholder);

AND UPON considering the Application and the recommendation of staff of the commission;

AND UPON the Issuer having represented to the Commission that:

1. The Issuer is a corporation governed by the Insurance Companies Act (Canada) and its head office and registered office are located at 150 King Street West, Toronto, Ontario M5H 1J9.

2. The Issuer is a reporting issuer in each of the provinces and territories of Canada that incorporate such a concept in their legislation and is not in default of any requirements of the applicable securities legislation in any of the provinces or territories in which it is a reporting issuer.

3. The authorized share capital of the Issuer consists of, among others, an unlimited number of common shares (Shares), of which 566,427,224 Shares were outstanding as of October 31, 2007.

4. The Shares of the Issuer are listed for trading on the Toronto Stock Exchange (the TSX), the New York Stock Exchange and the Philippines Stock Exchange.

5. Pursuant to a Notice of Intention dated and filed with the TSX on January 9, 2007 (the Notice), the Issuer is permitted to make normal course issuer bid purchases (each, an NCIB Purchase) of a maximum of 28,565,318 Shares through the facilities of the TSX during the period which commenced on January 12, 2007 and ending on January 11, 2008.

6. In accordance with section 629.3 of Part VI of the TSX Company Manual, the NCIB Purchases are subject to the rules of the TSX governing normal course issuer bid purchases that were in effect prior to June 1, 2007 (the TSX NCIB Rules). The Issuer intends to remain subject to such rules until the expiry of the period covered by the Notice. As of October 31, 2007, 7,300,000 Shares have been purchased as NCIB Purchases under the Notice through the facilities of the TSX.

7. In addition to making NCIB Purchases by means of open market transactions, the Notice contemplates that the Issuer may purchase Shares by way of exempt offer.

8. The Issuer and the Selling Shareholder propose to enter into one or more agreements of purchase and sale (each, an Agreement), pursuant to which the Issuer will agree to acquire, by one or more trades, the Subject Shares from the Selling Shareholder (each such purchase, a Proposed Purchase).

9. The purchase price for each Proposed Purchase (the Purchase Price) will be negotiated at arm's length between the Issuer and the Selling Shareholder and will be at a discount to the closing market price and below the bid-ask price for the Shares at the time of each Proposed Purchase.

10. The Selling Shareholder has advised the Issuer that it is the beneficial owner of more than 2,600,000 Shares.

11. The Selling Shareholder (i) is at arm's length to the Issuer, (ii) is not an "insider" of the Issuer, an "associate" of an "insider" of the Issuer, or an "associate" or an "affiliate" of the Issuer, as such terms are defined in the Act. In addition, the Selling Shareholder is an "accredited investor" within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

12. The Proposed Purchases will not affect control of the Issuer and will be carried out with a minimum of cost to the Issuer.

13. Each Proposed Purchase will comply with the limitations prescribed in: (i) the Notice and (ii) section 6-101 of the TSX NCIB Rules pertaining to the number of Shares permitted to be purchased by the Issuer as an NCIB Purchase.

14. Each Proposed Purchase will constitute an "issuer bid" for purposes of the Act to which the Issuer Bid Requirements will apply.

15. The Proposed Purchases cannot be made through the TSX trading system since each Purchase Price will be at a discount to the closing market price and below the bid-ask price of the Shares at the time of each Proposed Purchase. Since the Proposed Purchases cannot be made "through the facilities" of the TSX, the Issuer will be unable to acquire the Subject Shares from the Selling Shareholder in reliance upon the exemption from the Issuer Bid Requirements contained in section 93(3)(e) of the Act.

16. But for the fact that the Purchase Price for each Proposed Purchase will be at a discount to the closing market price and below the bid-ask price of the Shares at the time of each Proposed Purchase, the Issuer could otherwise acquire the Subject Shares as an NCIB Purchase in accordance with the provisions of the TSX NCIB Rules and the Notice and in reliance upon the exemption from the Issuer Bid Requirements contained in section 93(3)(e) of the Act.

17. For each Proposed Purchase, the Selling Shareholder will be able to sell the Subject Shares to the Issuer in reliance upon the exemption from the dealer registration requirements of the Act that is available as a result of the combined effect of section 2.16 of NI 45-106 and section 4.1(a) of Commission Rule 45-501 Ontario Prospectus and Registration Exemptions.

18. Management of the Issuer is of the view that the Proposed Purchases are an appropriate use of the Issuer's funds.

19. The market for the Shares is a "liquid market" (within the meaning of section 1.2 of Commission Rule 61-501) with an average daily trading volume on the TSX for the period from January 1, 2007 to October 31, 2007 of 1,228,285 Shares.

20. The Proposed Purchases will not have any effect on the ability of other shareholders of the Issuer to sell their Shares in the open market.

21. Other than the Purchase Price, no additional fee or other consideration will be paid in connection with each Proposed Purchase.

22. At the time that each Agreement is entered into by the Issuer and the Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer nor the Selling Shareholder will be aware of any undisclosed material change or any undisclosed material fact in respect of the Issuer that could reasonably be expected to affect the value of the Shares.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that the Issuer be exempt from the Issuer Bid Requirements in connection with the Proposed Purchases, provided that:

(a) the Proposed Purchases will be taken into account by the Issuer when calculating the maximum annual aggregate limit for the Issuer's NCIB Purchases in accordance with the TSX NCIB Rules;

(b) each Proposed Purchase will comply with the limitations prescribed in: (i) the Notice and (ii) section 6-101 of the TSX NCIB Rules pertaining to the number of Shares permitted to be purchased by the Issuer as an NCIB Purchase;

(c) the Purchase Price in respect of each Proposed Purchase is not higher than the last "independent trade" (as that term is used in paragraph 629(1)1 of the TSX Company Manual) of a board lot of Shares at the time of each Proposed Purchase;

(d) the Issuer refrains from conducting any further Proposed Purchases during the calendar week that it completes each Proposed Purchase and does not make any further NCIB Purchases for the remainder of that calendar day; and

(e) immediately following the completion each Proposed Purchase, the Issuer reports the purchase of the Subject Shares to the TSX.