The Canadian Depository for Securities Limited et al. – s. 144
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED ("Act") AND IN THE MATTER OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED AND CDS CLEARING AND DEPOSITORY SERVICES INC. AND IN THE MATTER OF NATIONAL BANK FINANCIAL & CO. INC. AND NATIONAL BANK GROUP INC.
ORDER (Section 144 of the Act)
WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, as varied and restated on December 21, 2012 and as varied on December 7, 2012, May 1, 2013, June 25, 2013, June 24, 2014, January 27, 2015, March 27, 2015, December 20, 2016, and February 28, 2018 pursuant to section 21.2 of the Act continuing the recognition of The Canadian Depository for Securities Limited (CDS Ltd.) and CDS Clearing and Depository Services Inc. (CDS Clearing) as clearing agencies (the Clearing Agency Recognition Order);
AND WHEREAS TMX Group Limited (formerly, Maple Group Acquisition Corporation or Maple) owns all of the issued and outstanding voting securities of CDS Ltd. and, indirectly, CDS Clearing;
AND WHEREAS National Bank Group Inc. (NBG) is included in the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order;
AND WHEREAS NBG is to be wound-up and its holding of the issued and outstanding voting securities of TMX Group Limited are to be transferred to National Bank Acquisition Holdings Inc. (NBAH), an affiliate of NBG;
AND WHEREAS NBG has applied to the Commission (the Application) for an order amending the Clearing Agency Recognition Order to include NBAH and remove NBG in the definition of "original Maple shareholder" in the Clearing Agency Recognition Order;
AND WHEREAS based on the Application and the representations that NBG and NBAH have made to the Commission, the Commission has determined that it is not prejudicial to the public interest to amend the Clearing Agency Recognition Order;
IT IS HEREBY ORDERED that:
(a) pursuant to section 144 of the Act, the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order is amended to delete "National Bank Group Inc." and replace it with "National Bank Acquisition Holdings Inc."
DATED this 25th day of September 2018.