Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief from the requirement to file annual financial statements within 90 days after the end of financial year end – National Instrument 21-101 Marketplace Operation.

Applicable Legislative Provisions

National Instrument 21-101 Marketplace Operation, ss. 4.2, 15.1.

January 26, 2018

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, MANITOBA,
QUÉBEC AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
TMX GROUP LIMITED
(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for relief from the requirement in the Legislation that TMX Group Inc. and Alpha Trading Systems Limited Partnership file annual audited financial statements within 90 days after the end of its financial year (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a)           the Ontario Securities Commission ("Commission") is the principal regulator for this application, and

(b)           the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1.             Each of TMX Group Inc. (TGI) and Alpha Trading Systems Limited Partnership (Alpha LP) has been recognized by the Commission as an exchange under section 21(2) of the Securities Act (Ontario);

2.             The head office of TMX Group Limited is located in Toronto, Ontario;

3.             TMX Group Limited is engaged in a reorganization in order to streamline its corporate structure and reduce administrative burden;

4.             The reorganization will result in the amalgamation of TMX Group Limited, TGI, and certain other holding companies. The entity created by this amalgamation will be named TMX Group Limited;

5.             The reorganization will further result in the winding up of Alpha LP;

6.             The reorganization involving TGI became effective December 13, 2017 and the reorganization involving Alpha LP will be effected in 2018;

7.             Given the reorganization of TGI and the proposed reorganization involving Alpha LP, it is no longer necessary to file annual financial statements for these entities for the most recent financial year;

8.             TMX Group Limited will continue to file annual audited consolidated financial statements and annual unaudited non-consolidated financial statements for its most recent financial year;

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted in respect of the financial year ended on December 31, 2017.

DATED this 26th day of January, 2018

“Tracey Stern”
Manager
Ontario Securities Commission