Securities Law & Instruments


Headnote

Section 147 of the Securities Act (Ontario) – application for exemption from the requirement to file annual financial statements – corporate reorganization means applicants no longer exist or will shortly not exist – annual financial reporting not required in the circumstances.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, s. 147.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(Act)

AND

IN THE MATTER OF
TMX GROUP LIMITED,
TMX GROUP INC.,
TSX INC.,
ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP AND
ALPHA EXCHANGE INC.

ORDER
(Section 147 of the Act)

                WHEREAS the Ontario Securities Commission (Commission) issued an amended and restated recognition order dated April 24, 2015, as varied on September 29, 2015 (the Order), recognizing each of TMX Group Limited, TMX Group Inc. (TGI), TSX Inc., Alpha Trading Systems Limited Partnership (Alpha LP), and Alpha Exchange Inc. (Alpha Exchange) as an exchange pursuant to section 21 of the Act;

                AND WHEREAS pursuant to Schedule 2, Section 13(a) of the Order, each of TGI and Alpha LP (collectively, the Exchanges) must deliver to the Commission, within 90 days of its financial year end, audited consolidated financial statements and unaudited non-consolidated financial statements without notes for its latest financial year (collectively, the RO Financial Statement Requirement);

                AND WHEREAS pursuant to Section 4.2(1) of National Instrument 21-101 – Marketplace Operation (NI 21-101), each of the Exchanges must file annual audited financial statements within 90 days after the end of its financial year end (collectively, the NI 21-101 Financial Statement Requirement, and together with the RO Financial Statement Requirement, the Financial Statement Requirements);

                AND WHEREAS the Exchanges have applied (Application) to the Commission for exemptive relief from the Financial Statement Requirements pursuant to Section 147 of the Act and Section 15.1 of NI 21-101;

                AND WHEREAS the Exchanges have represented that:

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

2.             Given the reorganization, it is no longer necessary to file annual financial statements for the Exchanges for the most recent financial year;

3.             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;

                AND WHEREAS in the Commission's opinion, it would not be prejudicial to the public interest to issue an order exempting each of the Exchanges from the Financial Statement Requirements for reasons described in the Application;

                IT IS ORDERED that,

Pursuant to Section 147 of the Act, each of the Exchanges is hereby exempted from the RO Financial Statement Requirement in respect of the financial year ended on December 31, 2017.

                DATED this 26th day of January 2018.

“AnneMarie Ryan”

“Philip Anisman”