TMX Group Limited et al. – s. 147

Headnote

Section 147 of the Securities Act (Ontario) -- application for exemption from the terms and conditions in the Commission's order recognizing TMX Group Limited as an exchange -- disposition of shareholdings of TMX Group mitigates risk of conflict associated with the terms and conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED ("Act") AND IN THE MATTER OF MAPLE GROUP ACQUISITION CORPORATION AND TMX GROUP INC. AND TSX INC. AND ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP, ALPHA TRADING SYSTEMS INC., ALPHA MARKET SERVICES INC. AND ALPHA EXCHANGE INC. AND IN THE MATTER OF SCOTIA CAPITAL INC.

ORDER (Section 147 of the Act)

WHEREAS the Ontario Securities Commission (the "Commission") issued an order dated July 4, 2012, as varied and restated from time to time, recognizing each of Maple Group Acquisition Corporation ("Maple"), TMX Group Inc. ("TMX Group"), TSX Inc. ("TSX"), Alpha Trading Systems Limited Partnership ("Alpha LP") and Alpha Exchange Inc. ("Alpha Exchange") as an exchange pursuant to section 21 of the Act (the "Exchange Recognition Order");

AND WHEREAS at the time of granting the Exchange Recognition Order, Scotia Capital Inc. ("SCI") was an investor in Maple and is included in the definition of "original Maple shareholder" in subsection 1(a) of Schedule 2 to the Exchange Recognition Order;

AND WHEREAS SCI has disposed of its interests in the issued and outstanding voting securities of TMX Group Limited that it acquired in connection with the acquisition of TMX Group Inc. by Maple in 2012;

AND WHEREAS SCI has applied to the Commission (the "Application") for an exemptive relief order from the terms and conditions of Schedule 9 ("Schedule 9") to the Exchange Recognition Order (the "Relief Sought");

AND WHEREAS based on the Application and the representations that SCI has made to the Commission, the Commission has determined that it is not prejudicial to the public interest to grant to SCI the Relief Sought to the Exchange Recognition Order pursuant to section 147 of the Act;

IT IS HEREBY ORDERED that, pursuant to section 147 of the Act, SCI is granted the Relief Sought in respect of the terms and conditions set forth in Schedule 9 to the Exchange Recognition Order and that such relief shall remain in effect until such time as the terms and conditions set forth in Schedule 9 shall expire with respect to SCI in accordance with Section 72 of the Exchange Recognition Order.

DATED this 20th day of April, 2018.

"Frances Kordyback"

 

"Lawrence P. Haber"