Securities Law & Instruments

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

AND

IN THE MATTER OF
TMX GROUP INC.
AND
TSX INC.

ORDER
(Section 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated April 3, 2000, and varied on January 29, 2002, September 3, 2002, August 12, 2005, December 16, 2005, August 10, 2006 and May 16 2008, granting and continuing the recognition of TSX Group Inc. and TSX Inc. (TSX) as exchanges pursuant to section 21 of the Act (the Previous TMX Order);

AND WHEREAS on September 3, 2002, the Commission issued an order pursuant to section 21.11 of the Act approving the acquisition by TSX Group Inc. of all of the issued and outstanding voting shares of TSX, subject to terms and conditions (the Share Restriction Approval Order);

AND WHEREAS TSX Group Inc. subsequently changed its name to TMX Group Inc. (TMX Group),

AND WHEREAS on July 4, 2012, the Commission revoked the Previous TMX Order and issued a new order recognizing Maple Group Acquisition Corporation (now TMX Group Limited), TMX Group, and TSX as exchanges, pursuant to section 21 of the Act (the Exchange Recognition Order);

AND WHEREAS as part of the Exchange Recognition Order, the Commission approved the beneficial ownership of or the exercise of control or direction over more than ten percent of the voting securities of each of TMX Group and TSX by Maple Group Acquisition Corporation (Maple), pursuant to section 21.11 of the Act;

AND WHEREAS the terms and conditions to Exchange Recognition Order provide for certain restrictions on the beneficial ownership of or the exercise of control or direction over the voting shares of Maple, TMX Group, and TSX;

AND WHEREAS an application (Application) has been made pursuant to section 144 of the Act for an order revoking the Share Restriction Approval Order;

AND UPON considering the Application and the representations made to the Commission by TMX Group and TSX;

AND UPON the Commission being satisfied that:

(a) the restrictions on the beneficial ownership of or the exercise of control or direction over the voting shares of Maple, TMX Group, and TSX in the terms and conditions to the Exchange Recognition Order are appropriate and sufficient;

(b) the terms and conditions to the Share Restriction Approval Order are no longer necessary, and

(c) it is not prejudicial to the public interest to revoke the Share Restriction Approval Order pursuant to section 144 of the Act;

IT IS ORDERED that, pursuant to section 144 of the Act, the Share Restriction Approval Order is revoked.

DATED this 12th day of July 2013.

"Edward P. Kerwin"
 
"C. Wesley M. Scott"