Investment fund manager that is a subsidiary of a reporting issuer -- Relief from providing interim financial information and Form 31-103F1 pursuant to paragraphs 12.14(2)(a) and 12.14(2)(b) of NI 31-103 within 30 days of quarter end conditional upon Filer remaining subsidiary, parent remaining a reporting issuer, and information being provided within 45 days of quarter end
Applicable Legislative Provisions
National Instrument 14-101 Definitions.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 12.14.
National Instrument 51-102 Continuous Disclosure Obligations, s. 4.4.
Multilateral Instrument 11-102 Passport System.
July 4, 2016
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEVE APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF CI INVESTMENTS INC. (the Filer)
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 (Legislation):
(a) for an exemption from the provisions of paragraphs 12.14(2)(a) and 12.14(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), which provide that a registered investment fund manager must deliver to the regulator or, in Québec, the securities regulatory authority no later than the 30th day after the end of the first, second and third interim period of its financial year, its (i) interim financial information, and (ii) a completed Form 31-103F1 Calculation of Excess Working Capital (Form 31-103F1) for that interim period (the Interim Filings Relief); and
(b) to revoke and replace the Prior CII Decision (as defined below) (the Revocation Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (OSC) is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, and Prince Edward Island.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation established under the laws of Ontario, and its head office is located in Toronto, Ontario.
2. The Filer is a subsidiary of CI Financial Corp. (CIX) which is currently a reporting issuer in the provinces of Ontario, British Columbia, Québec, Alberta, Newfoundland and Labrador, Nova Scotia, Manitoba, Prince Edward Island, Saskatchewan, and New Brunswick. The common shares of CIX are traded on the Toronto Stock Exchange (symbol: CIX).
3. CIX is a corporation established under the laws of Ontario, and its head office is located in Toronto, Ontario.
4. The Filer is registered with provincial securities regulators as follows:
a. under the securities legislation of all provinces as an adviser in the category of portfolio manager;
b. under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager;
c. under the securities legislation of Ontario as a dealer in the category of exempt market dealer; and
d. under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
5. CIX's financial year end is December 31.
6. The Filer was a reporting issuer in British Columbia from December 6, 2010 to December 17, 2015 and from December 6, 2010 to January 22, 2016 in all other provinces.
7. Pursuant to a decision dated June 21, 2011 (the Prior CII Decision), the Filer was permitted to deliver the interim financial information required under paragraph 12.14(2)(a) of NI 31-103 no later than the 45th day after each interim period. A condition of the Prior CII Decision was that the Filer remains a reporting issuer. As the Filer is no longer a reporting issuer and can no longer rely on the Prior CII decision, it is seeking the Interim Filings Relief and the Revocation Relief.
8. CIX is a reporting issuer within the meaning of the Act subject to the continuous disclosure requirements set out in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). CIX became a reporting issuer on January 1, 2009, pursuant to a plan of arrangement.
9. Under section 4.4 of NI 51-102, the interim financial report that CIX is required to file under subsection 4.3(1) of NI 51-102 must be filed on or before the earlier of (the NI 51-102 Requirement):
a. the 45th day after the end of the interim period, and
b. the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period.
10. CIX operates primarily through two operating subsidiaries, one of which is the Filer. Over 95% of CIX's income is derived from the Filer. As such, the preparation of financial information of the Parent and the Filer is highly intertwined.
11. CIX, as a reporting issuer, is required to, among other things, prepare a Management Discussion and Analysis of its quarterly results, prepare a quarterly news release disclosing its results, and comply with approval and certification requirements, which are items that a non-reporting issuer does not have to address and which take additional time and effort (collectively CIX's financial information). As the Filer is a subsidiary of CIX, CIX's financial information must also include financial information relating to the Filer.
12. Furthermore, the rigors of approval of the financial statements of CIX are greater than that of a non-reporting issuer. Specifically, the financial statements of CIX require formal audit committee and board approval.
13. The Filer is subject to the provisions of NI 31-103 and specifically subject to paragraphs 12.14(2)(a) and 12.14(2)(b) of NI 31-103 that require the Filer, as an investment fund manager, to file its interim financial information and completed Form 31-103F1 no later than the 30th day after the end of a quarter.
14. The preparation of the financial information for CIX and its subsidiaries (including the Filer) is undertaken as a concurrent process, and as the financial information of the subsidiaries is consolidated in the consolidated financial information of CIX, the preparation of the financial information of the Filer is indirectly subject to similar internal and external approval as that of CIX. As such, the Filer represents it would be unduly prejudiced if required to comply with the 30-day deadline set out in paragraphs 12.14(2)(a) and 12.14(2)(b) of NI 31-103 considering that its financial information must be included in CIX's financial information and respect the requirements of NI 51-102.
15. The Filer's financial information is required to complete Form 31-103F1, which is reviewed and approved concurrently along with the financial information of CIX.
16. Neither the Filer nor CIX are in default of securities legislation in any jurisdiction of Canada.
The Director is satisfied that the decision meets the test set out in the Legislation for the Commission to make the decision.
The decision of the Director under the Legislation is that:
(a) the Revocation Relief is granted; and
(b) the Interim Filings Relief is granted provided that the following conditions are satisfied:
(i) the Filer remains a wholly-owned subsidiary of CIX, which continues to be a reporting issuer;
(ii) the Filer delivers to the regulator the information required under paragraphs 12.14(2)(a) and 12.14(2)(b) of NI 31-103 no later than the 45th day after the end of the interim period;
(iii) under the continuous disclosure obligations then applicable to CIX as a reporting issuer, CIX is not required to file its interim financial report earlier than the 45th day after the end of the interim period; and
(iv) the Filer and CIX maintain concurrent financial year-ends.