Maple Group Acquisition Corporation

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from prohibition against certain collateral agreements -- members of Filer group (and their affiliates) are joint offerors -- Filer has entered into certain agreements for the purposes of facilitating the organization and operation of the Filer group and the structuring and making of the offer -- Agreements do not have the purpose or effect of conferring a special advantage on any shareholder -- Agreements not intended to increase the value of the consideration paid to any joint offeror for shares tendered to the bid.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 97.1, 104(2)(a).

July 17, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MAPLE GROUP ACQUISITION CORPORATION

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) in connection with a take-over bid (the Offer) made by the Filer to purchase all the issued and outstanding common shares (TMX Shares) of TMX Group Inc. (TMX Group) providing that:

(a) the Debt Commitment Letter (as defined below), entered into between the Filer and the Lenders (as defined below), that hold, or the affiliates of which hold, TMX Shares, in connection with the Offer;

(b) the Financial Advisor Engagement Letter (as defined below) entered into between the Filer and the Filer Financial Advisors (as defined below), that hold, or the affiliates of which hold, TMX Shares, in connection with the Offer;

(c) the Acquisition Governance Agreement (as defined below) and the Equity Commitment Letter (as defined below), entered into between the Filer and certain investors in the Filer or their affiliates that hold TMX Shares, in connection with the Offer;

(d) the Alpha Group Transaction Agreements (as defined below), entered into between the Filer and certain investors in the Filer or their affiliates that hold TMX Shares, in connection with the acquisition by the Filer of the equity interests of Alpha Group (as defined below); and

(e) the CDSL Transaction Agreements (as defined below), entered into between the Filer and certain investors in the Filer or their affiliates that hold TMX Shares, in connection with the acquisition by the Filer of the equity interests of CDS (as defined below),

were in each case made for reasons other than to increase the value of the consideration paid in respect of the TMX Shares held by such investors in the Filer or their affiliates, and that such agreements may be entered into notwithstanding section 97.1(1) of the Securities Act (Ontario) (the Requested Relief).

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

(a) the Ontario Securities Commission is the principal regulator for this application (the Principal Regulator); and

(b) the Filer has provided notice that s.4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (collectively, with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

The Filer

1. The Filer is a corporation existing under theBusiness Corporations Act (Ontario) (the OBCA). The Filer's registered office is located at 1 First Canadian Place, 100 King Street West, Suite 4400, Toronto, Ontario. The Filer has not carried on any material business other than in connection with the Offer and is not in default under the securities legislation of any jurisdiction.

2. The shareholders of the Filer are comprised of Alberta Investment Management Corporation{1}Caisse de Dépôt et Placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), GMP Capital Inc., The Manufacturers Life Insurance Company, National Bank Financial & Co. Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc. and TD Securities Inc. (collectively, the Investors).{2}As of June 10, 2011 (i.e. the last trading day prior to the Filer commencing the Offer), the Investors and their affiliates beneficially owned or exercised control or direction over in the aggregate less than 6% of the outstanding TMX Shares. The respective holdings of each Investor, together with their respective equity commitments, are set out in the Circular (as defined below).

3. The authorized share capital of the Filer consists of an unlimited number of common shares (the Filer Shares) and an unlimited number of preferred shares. As at May 30, 2012, there were 835,702 Filer Shares outstanding and no preferred shares outstanding. The Investors or respective their affiliates currently own all of the outstanding Filer Shares.

4. The Filer is not currently a reporting issuer or the equivalent in any of the Jurisdictions.

TMX Group

5. TMX Group is a corporation existing under the OBCA. TMX Group is headquartered in Toronto with offices in Montréal, Calgary and Vancouver. TMX Group's registered office is located at The Exchange Tower, 130 King Street West, Toronto, Ontario.

6. TMX Group owns and operates two national stock exchanges, the Toronto Stock Exchange, serving the senior equity market, and TSX Venture Exchange, serving the public venture equity market; Montréal Exchange Inc., Canada's national derivatives exchange; Natural Gas Exchange Inc., an exchange providing a platform for the trading and clearing of natural gas, electricity, and crude oil contracts in North America; Shorcan Brokers Limited, an inter-dealer broker; and The Equicom Group Inc., providing investor relations and related corporate communications services.

7. The authorized share capital of TMX Group consists of an unlimited number of TMX Shares and an unlimited number of preferred shares. Based on information provided to the Filer by TMX Group, as at May 30, 2012, there were 74,695,248 TMX Shares outstanding and no preferred shares were outstanding.

8. TMX Group is a reporting issuer or the equivalent in each of the Jurisdictions. The TMX Shares are listed and posted for trading on the Toronto Stock Exchange.

The Offer

9. The Offer is part of an integrated two-step acquisition transaction designed to result in 100% of the existing TMX Shares being acquired from existing TMX Shareholders (the Maple Acquisition). The first step of the Maple Acquisition is the Offer, pursuant to which the Filer is seeking to acquire not less than 70% and up to 80% of the TMX Shares for $50.00 in cash per TMX Share. Immediately following the successful completion of the Offer, the Investors, through the Filer, will own between 70% and 80% of the outstanding TMX Shares and existing holders of TMX Shares (TMX Shareholders) will own between 20% and 30%.

10. The second step of the Maple Acquisition is a subsequent plan of arrangement to be implemented pursuant to applicable Canadian corporate laws (the Subsequent Arrangement). The Subsequent Arrangement will be accomplished by way of a court-approved plan of arrangement providing for a share exchange transaction pursuant to which TMX Shareholders will receive Filer Shares in exchange for their TMX Shares. Following completion of the Subsequent Arrangement, the Investors will own between 58.3% and 72.2% of the outstanding Filer Shares and former TMX Shareholders will own between 27.8% and 41.7% of the outstanding Filer Shares.

11. The Filer commenced the Offer on June 13, 2011 by mailing the circular (the Circular) and related offer documents to TMX Shareholders and concurrently filed such documents on SEDAR. The Offer has subsequently been amended by notices of change, extension and/or variation dated June 24, 2011, August 8, 2011, September 30, 2011, October 31, 2011, January 31, 2012, February 24, 2012, March 30, 2012, April 30, 2012 and May 31, 2012. As of the date hereof, the Offer is due to expire on July 31, 2012.

12. On October 30, 2011, the Filer and TMX Group entered into a support agreement (as amended on February 24, 2012 and April 30, 2012, the Support Agreement) in respect of the Maple Acquisition, pursuant to which, among other things, the Filer has agreed to pursue the Offer and TMX Group has agreed to take all reasonable actions consistent with the Support Agreement to support the Maple Acquisition with the intention of consummating the Maple Acquisition in accordance with the terms of the Support Agreement. In connection with the entry into the Support Agreement, the Filer agreed to amend the terms of the Offer to, among other things, vary the conditions of the Offer.

Debt Commitment Letter and Financial Advisor Engagement Letter

13. On May 13, 2011, the Filer entered into a debt commitment letter (as subsequently amended, the Debt Commitment Letter) with each of Canadian Imperial Bank of Commerce, National Bank of Canada, The Bank of Nova Scotia and The Toronto Dominion Bank (collectively, the Lenders) whereby the Lenders have, in consideration for certain fees as set out in the Debt Commitment Letter, agreed to provide $1.884 billion of senior unsecured credit facilities to the Filer in connection with the Maple Acquisition and Alpha Group/CDSL Transactions (as defined below).

14. On May 2, 2011, the Filer executed an engagement letter (the Financial Advisor Engagement Letter) with each of CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc. (collectively, the Filer Financial Advisors) whereby the Filer Financial Advisors have agreed to provide customary financial advisory services to the Filer in connection with the Maple Acquisition for $18.0 million in fees.

15. Each of the Debt Commitment Letter and Financial Advisor Engagement Letter were entered into by the Filer for a valid business purpose in connection with the Maple Acquisitions. In particular:

(a) the Debt Commitment Letter was necessary in order to allow the Filer to secure debt financing arrangements required to proceed with the Maple Acquisition and Alpha Group/CDSL Transactions (as defined below); and

(b) the Financial Advisor Engagement Letter permitted Maple to secure necessary financial advisory services in connection with the structuring of the Maple Acquisition, development of various financial models and general strategic advice.

16. Each of the Debt Commitment Letter and Financial Advisor Engagement Letter was negotiated on behalf of the Filer by representatives of the Investors other than those affiliated with the Lenders and Filer Financial Advisors, together with their legal counsel. Accordingly, each of the Debt Commitment Letter and Financial Advisor Engagement Letter have resulted from an independent third-party negotiation process between the Filer, on the one hand, and the Lenders and the Filer Financial Advisors, as applicable, on the other hand. Additionally, certain of the Investors are not, nor are their affiliates, party to or entitled to receive any benefit from: (a) the Debt Commitment Letter in the capacity as a lender thereunder; and/or (b) the Financial Advisor Engagement Letter in the capacity as a financial advisor thereunder.

17. The representatives of each of the Lenders and the Filer Financial Advisors responsible for the negotiation of the Debt Commitment Letter and Financial Advisor Engagement Letter were individuals other than those representatives of the Investor affiliated with the Lenders and Filer Financial Advisors on the Steering Committee (as defined below).

18. While certain of the Lenders and Filer Financial Advisors (or their respective affiliates) hold TMX Shares, the business units within each Lender and Filer Financial Advisor responsible for the negotiation and completion of the obligations under the Debt Commitment Letter and Financial Advisor Engagement Letter (such business units, the Negotiating Parties), as the case may be, operate as separate business units from the business units (and/or affiliates), that exercise control or direction over TMX Shares (such separate business units, theShareholding Parties). In particular:

(a) decisions on each of the acquisition, disposition, holding or voting of the TMX Shares are made in all circumstances by the Shareholding Parties;

(b) none of the principal decision-making personnel of the Negotiating Parties directly involved in the negotiation and completion of the obligations under the Debt Commitment Letter and Financial Advisor Engagement Letter makes, advises on, participates in the formulation of, or exercises influence over, decisions on the acquisition, disposition, holding or voting of TMX Shares owned or controlled by or on behalf of the Shareholding Parties, except for the purposes of: (i) preparing research reports; (ii) monitoring or ensuring compliance with regulatory requirements; or (iii) setting, monitoring or ensuring compliance with general investment policies, guidelines, objectives or restrictions;

(c) none of the principal decision-making personnel of the Shareholding Parties took part in the negotiations and decisions by the Negotiating Parties to enter into the Debt Commitment Letter and Financial Advisor Engagement Letter; and

(d) none of the fees or other benefits payable to the Negotiating Parties under the Debt Commitment Letter or Financial Advisor Engagement Letter, as applicable, is conditioned upon the Shareholding Parties depositing their TMX Shares under the Offer.

19. The Debt Commitment Letter and Financial Advisor Engagement Letter were not entered into by the Lenders or Filer Financial Advisors to provide a collateral benefit nor to increase the value of consideration paid to any Investors or their affiliates for their TMX Shares. The consideration paid to such Investors or their affiliates for their TMX Shares will be identical to the consideration paid to all other TMX Shareholders.

20. The terms and conditions of the Debt Commitment Letter have been fully described in the Circular. The Circular has disclosed that the Filer has retained the Filer Financial Advisors to act as financial advisors to the Filer with respect to the Offer.

21. A copy of the Debt Commitment Letter (consisting of the letter dated May 13, 2011 and all amendments thereto) has been filed on SEDAR at www.sedar.com. The Financial Advisor Engagement letter has not been filed on SEDAR.

Acquisition Governance Agreement and Equity Commitment Letter

22. In connection with the formation of the Filer and the making of the Offer, on June 10, 2011, the Filer and each of the Investors entered into an amended and restated acquisition governance agreement, which was subsequently further amended as of June 22, 2011, October 30, 2011 and April 30, 2012 (the Acquisition Governance Agreement). Among other things, the Acquisition Governance Agreement provides for the following:

(a) Each Investor agreed to cause the Filer to propose the acquisition of TMX Group and to use its commercially reasonable efforts to cause the Filer to complete such acquisition substantially on the terms set out in the Acquisition Governance Agreement.

(b) Each Investor agreed to execute (or cause an appropriately creditworthy affiliate to execute) a limited guarantee in favour of TMX Group for its pro rata portion (based on the equity commitments in the Equity Commitment Letter (as defined below)) of the Filer's payment obligations with respect to break fees, termination fees and expense reimbursement that may be required in any negotiated acquisition agreement between TMX Group and the Filer.

(c) The Investors agreed to form a steering committee (the Steering Committee) comprised of one representative from each of the Investors (other than Fonds de solidarité des travailleurs du Québec (F.T.Q.), Desjardins Financial Corporation, Dundee Capital Markets Inc., GMP and The Manufacturers Life Insurance Company) for the purposes of considering and making determinations and decisions in respect of all matters related to the Maple Acquisition. Each of Fonds de solidarité des travailleurs du Québec (F.T.Q.), Desjardins Financial Corporation, Dundee Capital Markets Inc., GMP and The Manufacturers Life Insurance Company is entitled to appoint one observer to the Steering Committee. All determinations and decisions of the Steering Committee must be made with unanimous approval of the members of the Steering Committee. The unanimous approval of the members of the Steering Committee and the observers is required in respect of certain decisions.

(d) Each Investor agreed to (i) not acquire any additional TMX Group securities as principal or dispose of any TMX Shares held as principal, (ii) tender all TMX Shares held as principal to the Offer, (iii) vote all TMX Shares held as principal in favour of the acquisition by the Filer of TMX Group at any shareholders meeting called to consider such a transaction, (iv) vote all TMX Shares held as principal against any transaction involving the acquisition of TMX Group by any other person or any other transaction delaying, preventing or frustrating the acquisition of TMX Group by the Filer, (v) not grant a right to vote TMX Shares held as principal except as provided in the Acquisition Governance Agreement and (vi) not take any other action with respect to TMX Shares held as principal which might reduce the success of, delay or interfere with the completion of the acquisition of TMX Group by the Filer.

(e) Each Investor agreed to use commercially reasonable efforts to pursue and effect the acquisition of TMX Group by the Filer, and the concurrent or subsequent acquisition by the Filer (or any entity resulting from the combination of the Filer and TMX Group) of Alpha Trading Systems Limited Partnership and Alpha Trading Systems Inc. (together, Alpha Group) and The Canadian Depository for Securities Limited (CDSL) (the Alpha Group/CDSL Transactions). The Investors agreed to negotiate in good faith and use commercially reasonable efforts to, together with their legal and financial advisors and, to the extent necessary, the independent directors of TMX Group, agree upon the terms and conditions of the Alpha Group/CDSL Transactions, and to determine and agree upon the fair market value to be attributed to Alpha Group and CDSL for the purposes of the Alpha Group/CDSL Transactions.

(f) On April 30, 2012, the Filer announced that it had entered into definitive agreements with respect to the Alpha Group/CDSL Transactions (as described in further detail under paragraph 31 below). The Filer intends to complete the Alpha Group/CDSL Transactions concurrently with or as soon as practicable following the completion of the Offer, subject to the satisfaction of customary terms and conditions, including the receipt of all necessary regulatory approvals, and, in the case of CDSL, approval of the CDSL Amalgamation Agreement (as defined below) at a CDSL shareholders' meeting.

(g) Each Investor agreed to be responsible for its pro rata portion (based on the equity commitments) of the transaction costs incurred by the Investors and the Filer and to indemnify the directors and officers of the Filer and the members and observers on the Steering Committee for its pro rata portion of losses suffered by such indemnified persons in connection with the acquisition. Each of the Investors has also agreed that each Investor will contribute a pro rata portion of the amount of any losses and cooperate in defending any claims in respect of the Offer.

(h) Concurrently with the completion of the acquisition of TMX Group, the Filer will enter into a nomination agreement with each of the Investors (other than Fonds de solidarité des travailleurs du Québec (F.T.Q.), Desjardins Financial Corporation, Dundee Capital Markets Inc., GMP and The Manufacturers Life Insurance Company), pursuant to which each such Investor will have the non-transferable right to nominate one director for election to the board of directors of the Filer (the Nomination Right), with such right terminating on the earlier of: (a) the sixth anniversary of the completion of the Maple Acquisition; and (b) the date on which such Investor ceases to own such number of Filer Shares equal to 5% of the outstanding Filer Shares upon closing of the acquisition of TMX Group. There is no agreement between the Investors to vote for the election of any of such nominees.

(i) Each of CIBC World Markets Inc., National Bank Financial & Co. Inc., Scotia Capital Inc., TD Securities Inc. and Desjardins Financial Corporation agreed that for a period of five years after the completion of the Maple Acquisition, it will continue to own a specified minimum number of the outstanding Filer Shares upon completion of such acquisition. The Acquisition Governance Agreement also provides that, subject to certain limited exceptions, concurrently with the completion of the Maple Acquisition, each Investor that is a "Participating Organization" (being an entity desiring access to the trading facilities of the Toronto Stock Exchange whose application is accepted by the Toronto Stock Exchange) will be restricted from increasing its ownership percentage in the Filer as at the completion of the Maple Acquisition for a period of five years following completion of the Maple Acquisition.

(j) The Investors agreed that during the period ending six years following the Filer purchasing TMX Shares, any Investor that proposes to sell more than 0.75% of the outstanding Filer Shares within a period of 30 days must provide notice to the other Investors and any of the other Investors proposing to sell Filer Shares at the same time must notify the initial selling Investor. Provisions are also included to provide for coordination between the Investors in connection with any such sale of Filer Shares, including a pro rata reduction of the number of Filer Shares to be sold by a selling Investor if the aggregate number of Filer Shares proposed to be sold exceeds the number that can be sold in an orderly fashion in the market.

23. In accordance with the Acquisition Governance Agreement, each of the Investors and the Filer entered into an equity commitment letter (the Equity Commitment Letter) in favour of the Filer pursuant to which it confirmed its commitment to make the equity contributions specified in the Circular (as varied by the Notice of Variation) to the Filer to fund the cash consideration payable by the Filer under the Offer (together with the proceeds of debt financing). The obligations of each Investor under the Equity Commitment Letter would automatically terminate in the event the Acquisition Governance Agreement is terminated. No third party (including TMX Group, its affiliates or securityholders or the Filer's or its affiliates' creditors) will have any right to enforce the Equity Commitment Letter or to cause the Filer or its affiliates to enforce the Equity Commitment Letter, or any other legal or equitable right, remedy or claim under or in respect of the Equity Commitment Letter or any provision thereof. The rights and obligations of each Investor under the Equity Commitment Letter are several, and not joint or joint and several, and may not be assigned except to an affiliate of such Investor or other assignee permitted by the Acquisition Governance Agreement, provided that any such assignment will not relieve the assigning Investor from its obligations under the Equity Commitment Letter.

24. Each of the Acquisition Governance Agreement and Equity Commitment Letter have been entered into in order to facilitate the making of the Offer by the Filer and for business purposes related to the organization and operation of the Filer, the provision of equity financing in connection with the Maple Acquisition, the pursuit of the Alpha Group/CDSL Transactions and the establishment of certain rights and obligations of the Investors in connection therewith.

25. The Nomination Rights were negotiated among the Investors in consideration for their commitments to make their equity contributions to the Filer in order to fund the cash consideration payable by the Filer under the Offer, and are not intended in any way to induce any Investor who is, or whose affiliate or associate is, a TMX Shareholder to agree to tender TMX Shares to the Offer. The Nomination Rights are not related to the number of TMX Shares held by each of the Investor, and have been extended to certain Investors that do not beneficially own or exercise control or direction over any TMX Shares or options.

26. Each of the Acquisition Governance Agreement and Equity Commitment Letter were negotiated at arm's length.

27. The Acquisition Governance Agreement and Equity Commitment Letter were not entered into by the Investors to provide a collateral benefit that has the effect, directly or indirectly, of providing consideration of greater value to any Investors or their affiliates who are TMX Shareholders. The consideration paid to such Investors or their affiliates for their TMX Shares will be identical to the consideration paid to all other TMX Shareholders under the Offer.

28. The terms and conditions of the Acquisition Governance Agreement and Equity Commitment Letter have been fully described in the Circular.

29. A copy of each of: (a) the Acquisition Governance Agreement (consisting of the amended and restated acquisition governance agreement dated June 10, 2011 and the June 22, 2011, October 30, 2011 and April 30, 2012 amendments thereto); and (b) the Equity Commitment Letter (consisting of the second amended and restated equity commitment letter dated June 10, 2011 and the third amended and restated equity commitment letter dated June 22, 2011), has been filed on SEDAR at www.sedar.com.

Alpha Group Transaction Agreements and CDSL Transaction Agreements

30. In addition to the Maple Acquisition, the Filer has agreed to acquire the outstanding equity interests of Alpha Group and CDSL pursuant to the Alpha Group/CDSL Transactions.

31. In connection with the Alpha Group/CDSL Transactions, the Filer has entered into the following definitive agreements:

(a) a securities purchase agreement (the Alpha Group Purchase Agreement) dated April 30, 2012 between the Filer, on the one hand, and CIBC World Markets Inc., CPP Investment Board Private Holdings Inc., Desjardins Securities Inc., National Bank Financial Inc., SCI (and an affiliate thereof) and TD Securities Inc. (collectively, the Alpha Group Vendors), on the other hand. The Alpha Group Purchase Agreement contemplates the acquisition by the Filer of all of the outstanding equity interests in Alpha Group (including those held by the Alpha Group Vendors which represent in the aggregate approximately 74.5% of the outstanding equity interests in Alpha Group) for cash consideration of $175.0 million;

(b) an agreement (the BMONB Agreement and, together with the Alpha Group Purchase Agreement, the Alpha Group Transaction Agreements) dated April 30, 2012 between the Filer and BMO Nesbitt Burns Inc. (BMONB), the holder of approximately 8.37% of the outstanding equity interests in Alpha Group, in respect of the sale by BMONB to the Filer of such equity interests. Under the BMONB Agreement, the Filer has agreed, subject to the terms and conditions of the Alpha Group Purchase Agreement, to use its commercially reasonable efforts to enforce its rights under the Alpha Group Purchase Agreement to cause the Alpha Group Vendors to deliver a drag-along notice (the Drag-Along Notice) in accordance with the terms and conditions of the Alpha Group Purchase Agreement and the shareholder agreement of Alpha Trading Systems Inc. BMONB has agreed that, following receipt of the Drag-Along Notice, it will sell to the Filer all of the Alpha Group securities held by it in accordance with the terms of such shareholder agreement. The consideration payable by the Filer to BMONB in respect of the Alpha Group securities held by BMONB will be the same purchase price payable for Alpha Group securities under the Alpha Group Purchase Agreement, as it may be adjusted upon the exercise of the arbitration rights provided for therein;

(c) voting agreements (collectively, the CDSL Voting Agreements) dated April 30, 2012 between the Filer, 8095099 Canada Inc., a wholly-owned subsidiary of the Filer (Filer Subco), Canadian Imperial Bank of Commerce, National Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Bank of Montreal and TSX Inc. (collectively, the CDSL Supporting Shareholders). Pursuant to the CDSL Voting Agreements, each CDSL Supporting Shareholder has agreed to support and vote or cause to be voted all of the CDSL common shares that are beneficially owned by such CDSL Supporting Shareholder in favour of the resolution of the CDSL shareholders to approve the proposed amalgamation of CDSL and Filer Subco pursuant to the CDSL Amalgamation Agreement (as defined below). In addition, each such CDSL Supporting Shareholder has agreed to vote all of the CDSL common shares that are beneficially owned by such CDSL Supporting Shareholder in favour of any resolution in respect of any other matter that could reasonably be expected to facilitate the CDSL Amalgamation (as defined below) at the CDSL shareholders meeting or any adjournment(s) or postponement(s) thereof (or, where such shares are held through or by a nominee on behalf of such CDSL Supporting Shareholder and others, to use its commercially reasonable efforts to do so); and

(d) an amalgamation agreement (theCDSL Amalgamation Agreement and, together with the CDSL Voting Agreements, the CDSL Transaction Agreements) entered into between the Filer, Filer Subco and CDSL on June 7, 2012 in respect of the proposed amalgamation of Filer Subco and CDSL (the CDSL Amalgamation). Pursuant to the CDSL Amalgamation Agreement, all outstanding common shares of CDSL will be exchanged for redeemable preferred shares of the resulting amalgamated corporation that will be redeemed for cash immediately following the CDSL Amalgamation. The purchase price payable by the Filer under the CDSL Amalgamation Agreement to acquire all of the outstanding common shares of CDSL is $167.5 million. In addition, in connection with the CDSL Amalgamation, it is contemplated that CDSL would redeem all of its outstanding preferred shares in accordance with their terms for approximately $6.1 million.

32. Based on information provided to the Filer in June 2011 in connection with the commencement of the Offer:

(a) each of the Alpha Group Vendors (or their affiliates); and

(b) affiliates of each of The Toronto Dominion Bank, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia and National Bank of Canada

beneficially own, or exercise control or direction over, TMX Shares. The Filer is not aware whether: (a) The Bank of Montreal; or (b) any other securityholders of Alpha Group or CDSL that are not party to the Alpha Group Purchase Agreement or CDSL Transaction Agreements, respectively, currently beneficially own or exercise control or direction over any securities of TMX Group.

33. Each of the Alpha Group Transaction Agreements and CDSL Transaction Agreements have been entered into for business purposes related to the facilitation of the acquisition of the equity interests of each of Alpha Group and CDSL by the Filer, as applicable, and the formalization of the commitments of each of the Alpha Group Vendors and CDSL Supporting Shareholders to participate in the Alpha Group/CDSL Transactions, which are viewed by the Filer and the Investors as important in relation to the Filer Acquisition. Approval by the Commission of the acquisition by the Filer of Alpha Group and CDSL was a condition of the completion by the Filer of the acquisition of the TMX Group.

34. The consideration payable by the Filer to the Alpha Group Vendors and CDSL Supporting Shareholders, as applicable, has been arrived at as a result of arm's length negotiations overseen on the part of the Filer by an independent committee of its board of directors comprised, in each case, of directors unrelated to the Filer shareholders that hold equity interests in Alpha Group or CDSL, as applicable (the Independent Committees). The applicable Independent Committees were advised by independent financial advisors retained for such purposes and concluded that it was in the best interest of the Filer to enter into the Alpha Group Transaction Agreements and CDSL Transaction Agreements prior to completion of the Offer in order to provide greater commercial certainty in respect of these acquisitions.

35. The board of directors of the Filer has received a fairness opinion from Lazard Frères & Co. LLC in respect of the consideration payable in connection with the acquisition of the equity interests of Alpha Group and CDSL, a copy of which has been included in the notice of change and extension in respect of the Offer dated May 3, 2012 which has been filed on SEDAR at www.sedar.com.

36. The Alpha Group Transaction Agreements and CDSL Transaction Agreements were not entered into by the Filer to provide a collateral benefit that has the effect, directly or indirectly, of providing consideration of greater value to any Alpha Group Vendor or CDSL Supporting Shareholder who holds TMX Shares. The consideration paid to such Alpha Group Vendors or CDSL Supporting Shareholders for their TMX Shares will be identical to the consideration paid to all other TMX Shareholders under the Offer.

37. The terms and conditions of the Alpha Group Transaction Agreements and CDSL Transaction Agreements have been fully described in a notice of change and extension dated May 3, 2012 filed and mailed to TMX Shareholders in respect of the Offer.

38. A copy of each of the Alpha Group Transaction Agreements and the CDSL Transaction Agreements has been filed on SEDAR at www.sedar.com.

Effect of Decision

39. The Filer acknowledges that the granting of this decision does not constitute approval by the Commission of the Maple Acquisition for any regulatory purpose.

Decision

Based on the facts represented by the Filer, the Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the Principal Regulator to make the decision.

The decision of the Principal Regulator under the Legislation is that the test contained in section 104(2)(a) of the Legislation that provides the Principal Regulator with the jurisdiction to make the decision has been met.

The decision of the Principal Regulator under the Legislation is that the Requested Relief is granted.

"James Turner"
Vice-Chair
Ontario Securities Commission
 
"Mary Condon"
Vice-Chair
Ontario Securities Commission


{1} The shares of the Filer are actually held by AIMCO Maple 1 Inc. and AIMCO Maple 2 Inc., affiliates of Alberta Investment Management Corporation.

{2} As at the date of this Decision, GMP Capital Inc. (GMP) was a shareholder of the Filer. However, as has been announced prior to the date of the Decision, GMP is in the process of disposing of its shares of the Filer such that it will no longer be a shareholder of the Filer.