Application pursuant to section 7.1 of MI 33-109 that the Applicant be relieved from the Form 33-109F4 requirements in respect of certain of its officers. The exempted officers have no significant authority over any part of the Applicant's operations and have no connection with its Ontario operation. The Applicant is still required to submit Form 33-109 F4s on behalf of those officers directly involved in the Ontario trading activities.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Multilateral Instrument 33-109 -- Registration Information.
January 22, 2007
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S.5, AS AMENDED (the Act)
IN THE MATTER OF
MACQUARIE NORTH AMERICA LTD.
(Subsection 7.1(1) of
Multilateral Instrument 33-109 -- Registration Information)
UPON the application of Macquarie North America Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) for a decision (the Decision) pursuant to section 7.1 of Multilateral Instrument 33-109 -- Registration Information (MI 33-109) that certain officers of the Applicant who are not seeking individual registration with the Applicant under subsection 2.2(1) of MI 33-109 are not subject to the requirements of subsection 2.1(c) of MI 33-109 in connection with the Applicant's limited market dealer (LMD) registration, subject to certain terms and conditions set forth below;
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant has its principal place of business at Toronto, Ontario.
2. The Applicant is currently registered with the Commission as a dealer in the category of limited market dealer.
3. The Applicant from time to time participates in debt and equity offerings made to Ontario accredited investors (as defined in National Instrument 45-106 Prospectus and Registration Exemptions). It also performs corporate mergers and acquisition advisory services. A significant number of the Applicant's employees are seconded to subsidiaries or other affiliates of the Applicant that carry on other businesses or activities that are not registerable activities under the Act.
4. The Applicant has approximately 186 employees.
5. The Applicant has four directors and approximately 39 other persons who hold, or who are anticipated upon completion of the integration of a newly acquired business to hold, the titles "vice president" or a more senior title that are within the list of offices, the holders of which are considered "officers" under the definition of that term in the Act. Of the 39 persons, 26 who now hold the title "vice president" or a more senior title are presently registered with the OSC in respect of the Applicant's registration.
6. Pursuant to MI 33-109, a LMD is required to submit, in accordance with Multilateral Instrument 31-102 -- National Registration Database (MI 31-102), a completed Form 33-109F4 Registration Information for an Individual (Form 33-109F4) for each non-registered individual of the Applicant, including all directors and officers, who have not applied to become registered individuals of the Applicant under subsection 2.2(1) of MI 33-109.
7. The Applicant has registered all of its directors pursuant to MI 33-109 and they are registered as "trading." It has also registered 26 officers as of the date of this Application.
8. Of the 39 persons (including the 26 who are now registered) who hold or are anticipated to hold the title "vice president" or a more senior title, more than 30 are not, or are not anticipated to be, directly involved in the Applicant's trading activities in Ontario, although out of caution the registration of the persons may now be shown as "trading.
9. Many of the Applicant's officers would not reasonably be considered to be senior or executive officers (collectively Executive Officers) of the Applicant from a functional point of view. These officers have the title "vice president" or a similar title but are not in charge of a principal business unit, division or function of the Applicant (the Nominal Officers). The Applicant has added a significant number of employees who are Nominal Officers and anticipates that in future there will be further additions and departures of Nominal Officers with the growth of the Applicant's business in non-registerable activities.
10. The Applicant intends to register each of the officers of the Applicant who will be directly involved in the Applicant's Ontario trading activities, including Nominal Officers.
11. In the absence of the requested Decision, subsection 2.1(c) of MI 33-109 would technically require that each of the Applicant's Nominal Officers submit to the Commission a completed Form 33-109F4 in connection with the LMD registration. Furthermore, these individual registrations would need to be amended on an ongoing basis to ensure that current information was on file with the Commission.
AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to make the requested Decision on the basis of the terms and conditions proposed,
IT IS ORDERED pursuant to section 7.1 of MI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of MI 33-109 and section 3.3 of MI 33-109 to submit a completed Form 33-109F4 for each of its Nominal Officers not involved in its Ontario business, subject to compliance by the Applicant with the following terms and conditions:
(i) that each of its Nominal Officers who carries on trading activities in Ontario is registered;
(ii) that each of its Executive Officers is registered; and
(iii) that any new Nominal Officer who will be carrying on trading activities in Ontario, any Nominal Officer who subsequently become directly involved in trading activities in Ontario and any new Executive Officer, is registered.
"David M. Gilkes"