Application for permission to make listing representations in preliminary and final offering memorandum that an issuer intends to make application to have its Investment Units listed and quoted on the Stock Exchange of Thailand -- permission granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 38(1) and (3).
November 27, 2014
Re: Jasmine Broadband Internet Infrastructure Fund
Application for Permission to Make Listing Representations
Pursuant to an application dated November 26, 2014 (the Application), BBL Asset Management Co. Ltd. (the Management Company) acting as management company of Jasmine Broadband Internet Infrastructure Fund (the Fund) and Morgan Stanley & Co. Ltd. (the Initial Purchaser and collectively with the Management Company and the Fund, the Filer) applied for permission to include in the Fund's preliminary and final Canadian Offering Memorandum (as defined below) a representation that an application will be made to list the Fund's investment units (the Investment Units) offered in Ontario under that document on the Stock Exchange of Thailand (the SET). The Filer has represented that:
a) The Fund will be established and regulated as an individual mutual fund under the laws of Thailand and the Management Company is incorporated in Thailand and is licensed by the Ministry of Finance of Thailand to undertake the securities business of mutual fund management in Thailand.
b) The Management Company is not a reporting issuer in any jurisdiction in Canada and the Fund does not intend to become a reporting issuer in Canada.
c) Following the closing of the Offering (as defined below), it is expected that the Fund will acquire and lease certain optical fiber cables with the expectation that it will generate revenue from such leases.
d) The Application is being made in connection with the initial public offering (the Offering) of 5,500,000,000 Investment Units. The Investment Units are proposed to be distributed on a private placement basis by the Initial Purchaser to investors in Ontario and Quebec. The Investment Units are not currently listed on any stock exchange or quotation system and no other securities of the Fund are listed on any stock exchange or quotation system.
e) Prospective Ontario purchasers, who must be "accredited investors", as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, and "permitted clients", as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, will receive a copy of the preliminary and/or final offering memorandum provided to investors outside Thailand, together with a Canadian supplement or "wrapper" (together, the Canadian Offering Memorandum).
f) The Canadian Offering Memorandum will contain one or more representations identical or substantially similar to the following (the Listing Representations):
"Prior to the offerings described above, there has been no trading market for the Investment Units within or outside Thailand. The Management Company will apply to the Stock Exchange of Thailand (the "SET") for the Investment Units to be listed and quoted on the SET. Assuming the Investment Units are approved for listing, the Investment Units will be listed on the SET and quoted in Thai Baht. For a description of the SET, see "The Thai Securities Market"."
g) The Filer obtained permission by the Autorité des marchés financiers (Authority) on November 26, 2014, pursuant to paragraph 199(4)(a) of the Securities Act (Quebec) to permit the Listing Representations to be included in the preliminary and final Canadian Offering Memorandum. Section 199(4) of the Securities Act (Quebec) prohibits, among other things, when effecting a trade, to declare that the security will be listed or that an application has been or will be made to that end without express authorization by the Authority to make such declaration.
h) By operation of Section 38(3) of the Securities Act (Ontario), the Filer is prohibited from making any written representation that an application will be made to list security on an exchange or quote the security or derivative on a quotation and trade reporting system, unless certain criteria is met, or otherwise with the written permission of the Director.
i) The Filer seeks permission to include the Listing Representations in the Canadian Offering Memorandum to be provided to or made available to prospective Ontario purchasers.
Based on the representations above, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations in the preliminary and final Canadian Offering Memorandum.