Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief from section 3.2 of National Instrument 21-101 Marketplace Operation to permit Bloomberg Tradebook Canada Company to implement a significant change to the information in its Form 21-101F2 less than 45 days after filing with the Commission.

Instrument Cited

National Instrument 21-101 Marketplace Operation, s. 3.2.

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
BLOOMBERG TRADEBOOK CANADA COMPANY
(the “Filer”)

DECISION
(s. 15.1 of National Instrument 21-101)

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for relief, pursuant to section 15.1 of National Instrument 21-101 Marketplace Operations (“NI 21-101”), from the 45-day prior written notice requirements of section 3.2(1) of NI 21-101 (the “Requested Relief”) to permit the Filer to implement a significant change to a matter set out in the Filer’s Form 21-101F2 (F2) less than 45 days after filing an amendment to the information provided in the F2 describing the significant change. The Requested Relief is being sought in connection with the Filer’s plan to eliminate the equity securities marketplace functionality (the “Change”) from the Filer’s alternative trading system (the “ATS”).

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

(a)           the Ontario Securities Commission (the “Commission”) is the principal regulator for this application, and

(b)           the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (“MI 11-102”) is intended to be relied upon in Alberta, British Columbia, Manitoba, Nova Scotia and Québec.

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:

1.             The Applicant is a Nova Scotia unlimited liability company and is 100% owned by Bloomberg Canada LLC, a Delaware limited liability company. Bloomberg Canada LLC is 100% owned by Bloomberg L.P., a Delaware U.S. limited partnership.

2.             The Applicant is currently registered as an investment dealer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario and Québec and is a member of the Investment Industry Regulatory Organization of Canada.

3.             The Applicant currently operates, among other business activities, an equities and fixed income marketplace in Canada. The Applicant plans to effect the Change (eliminating the equity securities marketplace functionality) less than 45 days following the filing of an amendment to its F2 describing the Change.

4.             The Filer does not expect the Change to have any impact on market structure, investors or Canadian capital markets. The Filer believes that the Change will result in an improved service offering to customers.

5.             Officers and directors (as applicable) of the Filer and Bloomberg Tradebook LLC (the operator of the ATS) have reviewed and approved the Change. Also, the Filer has previously consulted with the Ontario Securities Commission and the Investment Industry Regulatory Organization of Canada on the Change.

6.             The effective date of the Change was recently chosen, and the Filer advised the Ontario Securities Commission and filed an amendment to its F2 describing the Change as soon as reasonably practicable following the choice being made.

7.             The Applicant is not in default of securities legislation in any of the Jurisdictions.

Decision

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 Requested Relief sought is granted.

DATED this 29th day of July, 2016.

“Susan Greenglass”
Director, Market Regulation
Ontario Securities Commission