National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – approval for change of control of manager under s. 5.5(1)(a.1) of National Instrument 81-102 Investment Funds – transaction will not result in any material changes to operations and management of the manager or the funds it manages
Applicable Legislative Provisions
National Instrument 81-102 Investment Funds,
ss. 5.5(1)(a.1), 19.1.
December 17, 2018
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
INTEGRA CAPITAL LIMITED
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 (the Legislation) for approval pursuant to section 5.5(1)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) of a change of control of the Filer (the Approval Sought).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the OSC) 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 each of British Columbia, Alberta, Saskatchewan, Mani-toba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador (together with Ontario, the Jurisdictions).
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:
The Filer and the Funds
1. The Filer is a private corporation existing under the Business Corporations Act (Ontario) having its head office in Oakville, Ontario.
2. The Filer is registered in Canada as:
(a) an investment fund manager (the IFM) in each of Ontario, Québec, and Newfound-land and Labrador;
(b) a portfolio manager and exempt market dealer in each Jurisdiction and territory, except Nunavut; and
(c) a commodity trading manager in Ontario.
3. The Filer is wholly-owned, directly, by Integra Capital Management Corporation (the Vendor).
4. The Filer is the IFM for each of the public investment funds that are listed in Exhibit A (each a Fund and collectively, the Funds). Each of the Funds is a conventional open-end mutual fund, organized as a trust pursuant to the laws of Ontario, a reporting issuer, and subject to NI 81-102, in each Jurisdiction. The Funds (except Integra Equity Fund) were offered in the Jurisdictions by a simplified prospectus dated August 23, 2011, but the Filer permitted the prospectus to lapse on August 23, 2012. Integra Equity Fund was offered in the Jurisdictions by a simplified prospectus dated August 26, 2006 that was permitted to lapse on August 26, 2007. Units of the Funds are now offered exclusively through the exempt market on a private placement basis.
5. Neither the Filer, nor a Fund, is in default of appli-cable Canadian securities, commodity futures, or derivatives legislation in any of the Jurisdictions (collectively, Securities Legislation).
6. Willis International Limited (the Purchaser) is a private corporation existing under the laws of the United Kingdom having its head office in London, England.
7. The Purchaser is an indirect, wholly-owned subsidiary of Willis Towers Watson Public Limited Company (WTW), a corporation existing under the laws of Ireland. WTW is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, WTW has over 40,000 employees serving more than 140 countries. WTW’s Investments business is focused on creating financial value for institutional investors through its expertise in risk assessment, strategic asset allocation, fiduciary management, and investment manager selection. As at June 30, 2018, it has over 850 colleagues worldwide, assets under advisory of over US$2 trillion, and over US$116 billion of assets under management. The common stock of WTW, the ultimate parent of the Purchaser, is traded publicly in the form of ordinary shares listed on the NASDAQ Global Select Market.
8. The Purchaser is not registered, nor operating under an exemption from registration, under Securities Legislation, nor the owner, directly or indirectly, of such a firm. Certain foreign affiliates of the Purchaser are relying on registration exemptions in certain Jurisdictions.
The Proposed Acquisition
9. Effective as of October 31, 2018, the Vendor and the Purchaser entered into an agreement for the Purchaser to purchase from the Vendor, for cash consideration, all of the issued and outstanding shares of the Filer (the Proposed Acquisition).
10. Completion of the Proposed Acquisition is subject to customary closing conditions, including regula-tory non-objections/approvals under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registration Obligations (NI 31-103) and the Approval Sought.
11. Assuming timely receipt of all necessary regula-tory non-objections/approvals and the satisfaction of all other conditions, the Proposed Acquisition is expected to be completed on or about January 1, 2019 or on such other later date when all of the conditions precedent have been satisfied or waived, and all non-objections/approvals have been obtained, subject to extension by the parties (the Closing). If completed as contemplated, following the Closing, the Purchaser will directly own of 100% of the outstanding shares of the Filer.
Change of Control of Filer
12. As the share ownership of the Filer will change such that after the Closing, the Purchaser will directly own 100% of the outstanding shares of the Filer, the Proposed Acquisition will result in a change of control of the Filer and, accordingly, regulatory approval is required pursuant to section 5.5(1)(a.1) of NI 81-102.
Impact of the Proposed Acquisition
13. The Proposed Acquisition is not expected to result in any material changes to, or impact on, the business, operations and affairs of the Funds, the securityholders of the Funds, or the Filer.
14. Upon Closing, the Purchaser will become the direct parent of the Filer and will continue to act as the investment fund manager of the Funds in materially the same manner as the Filer did immediately prior to Closing. WTW will become the ultimate parent of the Filer.
15. The Filer will continue to act as the IFM of the Funds as a separate corporate entity performing its current role;
16. There is no current intention:
(a) to make any substantive changes as to how the Filer operates or manages the Funds;
(b) to amalgamate or merge the Filer with any other investment fund managers; or
(c) to, immediately following the Closing, or within a foreseeable period of time, change the Filer, as manager of the Funds, to another investment fund manager.
17. There are no currently planned material changes to the names, investment objectives, investment strategies, or valuation procedures, of the Funds.
18. There are no currently planned changes to the trustee, custodian, auditor, or management fees or expenses, respectively, of the Funds.
19. Upon the completion of the Proposed Acquisition, the members of the Filer’s investment review committee (IRC) will cease to be IRC members by operation of section 3.10(1)(c) of National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). Immediately following the completion of the Proposed Acquisition, the Filer intends to re-appoint each member of the IRC, in an effort to reconstitute the IRC with the same members, subject to such members being “independent” as defined in NI 81-107 at that time.
20. It is not expected that there will be any immediate changes to fund accounting and other admini-strative functions undertaken by the current providers, both internal and external, for the Filer or the Funds.
21. The Proposed Acquisition is not expected to adversely impact the financial stability of the Filer or its ability to fulfill its regulatory obligations. At this time, the Filer does not anticipate that the Proposed Acquisition will give rise to any conflicts of interest in addition to those that are currently managed in the ordinary course of each Fund’s business.
Change of Chief Compliance Officer
22. The chief compliance officer (CCO) of the Filer, will be terminated in good standing as the CCO, an advising representative, and a dealing representative, respectfully, of the Filer effective as of the Closing. The new CCO who will be designated effective as of the Closing will have sufficient proficiencies, and experience with the Filer specifically, to adequately discharge his CCO functions.
23. The ultimate designated person (UDP) of the Filer, will not change.
Change of directors
24. Two of the three directors of the Filer will be resigning in good standing effective as of the Closing, as these two individuals are represen-tatives of the Vendor. The UDP of the Filer, will remain a director of the Filer.
25. Effective as of the Closing, the Purchaser will add two new directors to the board of the Filer, both of whom will have the experience and integrity to adequately discharge these roles.
Retirement of dealing representatives
26. But for the retirement of three dealing represen-tatives of the Filer, and the termination in good standing of the CCO of the Filer, effective as of the Closing, it is anticipated that all of the other individuals who are currently registered as advising or dealing representatives will remain at the Filer following the Closing.
27. On November 2, 2018, the Filer provided prior notice to unitholders of the Funds of the change of control of the Filer that will result from the completion of the Proposed Acquisition (the Notice to Unitholders) as required by section 5.8(1)(a) of NI 81-102, being at least 60 calendar days before the Closing.
28. Notice of the Proposed Acquisition was sent to the Compliance and Registrant Regulation branch of the OSC on November 5, 2018 pursuant to section 11.10 of NI 31-103.
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 Approval Sought is granted.
Investment Funds and Structured Products Branch
Ontario Securities Commission
Integra Balanced Fund
Integra Bond Fund
Integra Canadian Value Growth Fund
Integra Equity Fund
Integra International Equity Fund
Lincluden Short Term Investment Fund
Integra U.S. Value Growth Fund
Acadian Core International Equity Fund
ICL Global Equity Fund
 A portion of the cash consideration is payable on the Closing (as defined below), with a subsequent earn-out payment three years following the Closing.