CIBC World Markets Inc. et al. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a related issuer in respect of registrant thatis underwriting proposed distributions of common shares by the Issuer - Underwriter exempt from the independentunderwriter requirement in the legislation, subject to certain conditions being met.
Applicable Ontario Regulations
Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 219(1), 224(1)(b) and 233.
Applicable Ontario Rules
Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (published for comment February 6, 1998).
IN THE MATTER OF THE SECURITIES LEGISLATION OF
ONTARIO, BRITISH COLUMBIA, ALBERTA, QUÉBEC AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
CIBC WORLD MARKETS INC.
AND
CANADIAN IMPERIAL BANK OF COMMERCE
MRRS DECISION DOCUMENT
WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, BritishColumbia, Alberta, Québec and Newfoundland (the "Jurisdictions") has received an application from CIBC World MarketsInc. (the "Filer") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that therequirement (the "Independent Underwriter Requirement") contained in the Legislation which restricts a registrant fromacting as an underwriter in connection with a distribution of securities by an issuer made by means of a prospectus,where the issuer is a connected issuer (or the equivalent) or a related issuer (or the equivalent) of the registrant unlessa portion of the distribution at least equal to that portion underwritten by non-independent underwriters is underwrittenby independent underwriters shall not apply to the Filer in respect of proposed distributions from time to time (individuallyan "Offering" and collectively the "Offerings") of Non-Cumulative Class A Preferred Shares, Non-Cumulative Class BPreferred Shares or unsecured debt securities (the "Offered Securities") of Canadian Imperial Bank of Commerce (the"Issuer"), pursuant to a short form shelf prospectus of the Issuer dated August 17, 1999 (the "Prospectus") andprospectus supplements ("Prospectus Supplements") thereto;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Issuer is a reporting issuer under the Legislation of each Jurisdiction and is not in default of anyrequirements of the Legislation.
2. The business of the Issuer is a diversified financial institution governed by the Bank Act (Canada).
3. The common shares of the Issuer are listed on The Toronto Stock Exchange.
4. The head office of the Filer is in Ontario.
5. The Issuer filed the Prospectus with the securities regulatory authority or regulator in each of the provinces andterritories of Canada (with the exception of Nunavut) in accordance with the procedures set out in NationalPolicy Statement No. 44, and a receipt for the Prospectus was issued by the Ontario Securities Commissionon August 17, 1999 on behalf of the securities regulatory authority or regulator in each of the provinces andTerritories of Canada (with the exception of Nunavut).
6. The Issuer will enter into an underwriting agreement with the Filer in respect of each Offering and at least oneother registrant (an "Independent Underwriter") whereby the Issuer will agree to issue and sell, and theUnderwriters will agree to purchase, the Securities under such Offering. The Independent Underwriter willpurchase at least 20% of the Securities offered under each Offering.
7. The Independent Underwriter will be an independent underwriter as defined in the draft of Multi-JurisdictionalInstrument 33-105 Underwriting Conflicts (the "Proposed Instrument").
8. The Issuer will not be a "related issuer" or "connected issuer" (as those terms are defined in the ProposedInstrument) of the Independent Underwriter.
9. By virtue of the Filer being a wholly-owned subsidiary of the Issuer, the Issuer is a "related issuer" (or itsequivalent) of the Filer, and may, in connection with any Offering, be a "connected Issuer" (or the equivalent)of the Filer.
10. The Filer will receive no benefit under the Offerings other than the payment of its fees in connection with theOfferings.
11. The nature and details of the relationship between the Issuer and the Filer will be described in each ProspectusSupplement. Each Prospectus Supplement will contain the information specified in Appendix "C" of theProposed Instrument.
12. Each Prospectus Supplement will identify the Independent Underwriter and disclose the role of the IndependentUnderwriter in the structuring and pricing of the Offering and in the due diligence activities performed by theIndependent Underwriter.
13. Each Prospectus Supplement will contain the requisite certificate signed by each Underwriter.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Makers with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers, under the Legislation, is that the Independent UnderwriterRequirement shall not apply to the Filer in connection with the Offerings provided that:
(1) an Independent Underwriter underwrites at least 20 per cent of the dollar value of the Offering;
(2) an Independent Underwriter participates in each Offering as stated in paragraph 12 above;
(3) each Prospectus Supplement contains the disclosure stated in paragraph 12 above; and
(4) the relationship between the Issuer and the Filer is disclosed in each Prospectus Supplement.
January 17, 2001.
"David Brown" "John Geller"