Securities Law & Instruments

Headnote

Section 211 - Order pursuant to section 211 of the Regulation made under the Act toexempt CIC Eurosecurities Inc. from the requirement in subsection 208(2) of theRegulation that CIC Eurosecurities Inc. carry on the business of a dealer andunderwriter in a country other than Canada in order to register in Ontario as aninternational dealer.

Statutes Cited

Securities Act R.S.O. 1990, c. S. 5, as am.

United States Bank Holding Act

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015 as am., s. 98 para.4, 100(3), ss. 208(1), ss. 208(2) and s. 211.


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

AND

REGULATION 1015 MADE UNDER THE SECURITIES ACT,
R.R.O. 1990, AS AMENDED (THE "REGULATION")

AND

IN THE MATTER OF
CIC EUROSECURITIES, INC.

ORDER
(Section 211 of the Regulation)


UPON the application of CIC Eurosecurities, Inc. ("CICE Inc.") to the OntarioSecurities Commission (the "Commission") for an order pursuant to section 211 of theRegulation that CICE Inc. be exempt from the requirement under subsection 208(2) ofthe Regulation in connection with CICE Inc.'s application for registration as a dealer inthe category of international dealer on the terms and conditions set forth below;

AND UPON considering the application and the recommendation of staff of theCommission;

AND UPON CICE Inc. having represented to the Commission that:

1. Subsection 208(2) of the Regulation states that no person or company mayregister as an international dealer unless the person or company carries on thebusiness of a dealer and underwriter in a country other than Canada;

2. CICE Inc. filed a registration application dated January 13, 2000 (the"Registration Application") with the Commission for registration in Ontario as adealer in the category of international dealer under paragraph 4 of section 98and section 208 of the Regulation and applied pursuant to section 211 of theRegulation requesting that CICE Inc. be exempted from the requirement undersubsection 208(2) of the Regulation that CICE Inc. carry on the business of an"underwriter" in a country other than Canada in connection with CICE Inc.'sRegistration Application as a dealer in the category of international dealer inOntario;

3. CICE Inc. is a Delaware corporation having its principal place of business at 520Madison Avenue, New York, NY 10022. CICE Inc. is a wholly owned subsidiaryof Compagnie Financiere de CIC et de Union Europeenne, a French companyhaving its principal place of business at 4, rue Gaillon, 75107 Paris Cedex 02,France. Neither CICE Inc. nor any of its affiliates are registered in any capacitywith the Commission;

4. CICE Inc. is proposing that it be exempted from the requirement under section208(2) of the Regulation requiring that CICE Inc. carry on the business of an"underwriter" in a country other than Canada in connection with CICE Inc.'sRegistration Application as a dealer in the category of international dealer;

5. In respect of CICE Inc.'s Registration Application, CICE Inc. has certified that itis duly registered with the United States Securities and Exchange Commissionas a fully registered broker-dealer in the United States and that such registrationpermits CICE Inc. to carry on dealing and underwriting activities in the UnitedStates. However, because of restrictions under the United States Bank HoldingAct and the fact that CICE Inc. is wholly owned by a foreign bank, CICE Inc. isrestricted from carrying on the activities of an underwriter in the United States;

6. In the absence of the requested exemption, subsection 208(2) of the Regulationwould render CICE Inc. ineligible for registration as a dealer in the category ofinternational dealer in Ontario because the United States Bank Holding Actprohibits the firm from acting as an underwriter in the United States as aconsequence of CICE Inc. being wholly owned by a foreign bank;

7. CICE Inc. respectfully submits that the requirement under subsection 208(2) ofthe Regulation that CICE Inc. carry on the activities of an "underwriter" in acountry other than Canada in connection with CICE Inc.'s RegistrationApplication would impose an undue burden on CICE Inc. because, as a UnitedStates corporation whose principal broker-dealer activities are confined to theUnited States, CICE Inc. will not, otherwise, be able to engage in securitiestransactions with institutional clients located in Ontario; and

8. Notwithstanding subsection 100(3) of the Regulation, CICE Inc. will not engagein the activities of an underwriter in Canada;

AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;

IT IS ORDERED, pursuant to section 211 of the Regulation, that CICE Inc. isexempt from the requirement under subsection 208(2) of the Regulation that it carry onthe business of an underwriter in a country other than Canada in connection with itsRegistration Application as a dealer in the category of international dealer in Ontarioprovided that:

(1) CICE Inc. carries on the business of a dealer in a country other than Canada;and

(2) notwithstanding subsection 100(3) of the Regulation, CICE Inc. shall not engagein the activities of an underwriter in Ontario.

April 7th, 2000.

"Howard I. Wetston"    "K. D. Adams"