BOC International (USA) Inc. – s. 211 of the Regulation
Headnote
Application in connection with application for registration as an international dealer, for an order pursuant to section 211 of the Regulation exempting the applicant from the requirement in subsection 208(2) of the Regulation that the applicant carry on the business of an underwriter in a country other than Canada to be able to register in Ontario as an international dealer.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulations Cited
Regulation made under the Securities Act, R.R.O., Reg. 1015, as am., ss.100(2), 208(2), 211.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
ONTARIO REGULATION 1015, R.R.O. 1990,
AS AMENDED
(the Regulation)
AND
IN THE MATTER OF
BOC INTERNATIONAL (USA) INC.
ORDER
(Section 211 of the Regulation)
UPON the application (the Application) of BOC International (USA) Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order, pursuant to section 211 of the Regulation, exempting the Applicant from the requirement in subsection 208(2) of the Regulation that the Applicant carry on the business of an underwriter in a country other than Canada for the Applicant to be registered under the Act as a dealer in the category of international dealer;
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant is a corporation formed under the laws of the State of Delaware, United States of America, with its principal place of business located in New York, New York.
2. The Applicant is registered as a broker-dealer with the United States Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority.
3. The Applicant does not currently carry on business as an underwriter in the United States or in any other jurisdiction.
4. The Applicant has filed an application for registration under the Act as a dealer in the category of international dealer in accordance with section 208 of the Regulation. The Applicant is not currently registered in any capacity under the Act.
5. In the absence of the relief requested in this Application, the Applicant would not meet the requirements of the Regulation for registration as a dealer in the category of international dealer as the Applicant does not carry on the business of an underwriter in a country other than Canada.
6. The Applicant does not now act as an underwriter in Ontario and will not act as an underwriter in Ontario if it is registered under the Act as a dealer in the category of international dealer, despite the fact that subsection 100(2) of the Regulation provides that the registration of an international dealer authorizes the dealer to act as an underwriter for the sole purpose of making a distribution that it is authorized to make by section 208 of the Regulation.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 211 of the Regulation, that, in connection with the registration of the Applicant as a dealer under the Act in the category of international dealer, the Applicant is exempt from the provisions of subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a country other than Canada, provided that, so long as the Applicant is registered under the Act as an international dealer:
(a) the Applicant carries on the business of a dealer, in good standing, in a country other than Canada; and
(b) notwithstanding subsection 100(2) of the Regulation, the Applicant shall not act as an underwriter in Ontario.
June 2, 2009