Credit Suisse Securities (Europe) Limited - s. 7.1(1) of NI 33-109 Registration Information
Headnote
Application pursuant to section 7.1 of NI 33-109 that the Applicant be relieved from the Form 33-109F4 requirements in respect of certain of its nominal officers. The exempted officers are without significant authority over any part of the Applicant's operations and have no connection with its Ontario operation. The Applicant is still required to submit 33-109F4s on behalf of its directing minds, who are certain Executive Officers, and its Registered Individuals, who are those officers involved in the Ontario business activities.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Rules Cited
National Instrument 33-109 Registration Information.
October 24, 2008
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the ACT)
AND
IN THE MATTER OF
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
DECISION
(Subsection 7.1(1) of National Instrument 33-109)
UPON the application (the Application) of Credit Suisse Securities (Europe) Limited (the Applicant) to the Ontario Securities Commission (the Commission) for an exemption pursuant to section 7.1 of National Instrument 33-109 -- Registration Information (NI 33-109) from the requirement in subsection 2.1(c) of NI 33-109 that the Applicant submit a completed Form 33-109F4 -- Registration Information (Form 33-109F4) for each permitted individual of the Applicant in connection with the Applicant's registration as a dealer in the category of a limited market dealer (LMD);
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Director that:
1. The Applicant organized under the laws of the United Kingdom and has its principal place of business in London, United Kingdom.
2. The Applicant is registered with the Commission as a dealer in the category of international dealer and intends to maintain such registration. The Applicant has applied to the Commission for registration under the Act as a dealer in the category of LMD.
3. The Applicant is also authorized and registered with the Financial Services Authority (the FSA) in the United Kingdom as an investment firm.
4. The Applicant provides prime brokerage and securities lending services to accredited investors in Ontario pursuant to the registration and prospectus exemptions contained in National Instrument 45-106 -- Prospectus and Registration Exemptions.
5. Pursuant to NI 33-109, a LMD is required to submit, in accordance with National Instrument 31-102 -- National Registration Database (NI 31-102), a completed Form 33-109F4 for each permitted individual of the Applicant including all directors, partners, officers, or branch managers of the firm who have not applied to become registered individuals of the Applicant under subsection 2.2(1) of NI 33-109.
6. All of the Applicant's officers who will trade in securities in Ontario on behalf of the Applicant in its capacity as a LMD, and any officers who subsequently becomes involved in trading securities in Ontario on behalf of the Applicant will register as registered individuals (the Registered Individuals) in accordance with the registration requirement under section 25(1) of the Act and the requirements of NI 33-102, by submitting a Form 33-109F4 completed with all the information required for each of the Registered Individuals.
7. Many of the Applicant's directors and officers (the Nominal Officers) would not reasonably be considered to be directors or senior officers of the Applicant for the purposes of its business and operations. The Applicant has approximately 3,000 Nominal Officers. The Nominal Officers are not in charge of a principal business unit, division or any overall operational function of the Applicant and will not be involved in or have oversight of the Applicant's LMD activities in Ontario. For the purposes of reporting to the FSA the Applicant considers only the Head of International Prime Services of the Applicant to be an executive officer in Ontario (the Executive Officer). The Executive Officer is registered as a Significant Influence Approved Person (SIAP) with the FSA and is responsible for the Prime Services business, including stock lending and prime brokerage, in Europe.
8. The Applicant will submit a completed Form 33-109F4 for its Executive Officer with all the information required for a permitted individual.
9. The Applicant will designate a director or officer who is registered with the Commission as the compliance officer (the Designated Compliance Officer) pursuant to Commission Rule 31-505 -- Conditions of Registration. The Designated Compliance Officer, who is responsible for discharging the obligations of the Applicant under Ontario securities law, will monitor and supervise the Ontario trading activities of the Applicant with respect to compliance with Ontario securities law and any conditions of the Applicant's registration as a LMD in Ontario.
10. The Applicant will submit a Form 33-109F4 for the Designated Compliance Officer.
11. In the absence of the requested relief, subsection 2.1(c) of NI 33-109 requires that the Applicant submit, together with its application for registration as a LMD, a completed Form 33-109F4 for each of its permitted individuals which would include its Nominal Officers and any new Nominal Officers, rather than limiting the filing requirement to its Registered Individuals, Executive Officer and the Designated Compliance Officer. Furthermore, the information contained in the filed Form 33-109F4 must be monitored on a continuous basis to ensure that notices of change are submitted in accordance with the requirements of section 5.1 of NI 33-109 and that all required information is kept current. Given the limited scope of the Applicant's activities in Ontario and the number of Nominal Officers, none of whom will have any involvement in the Applicant's Ontario activities, the preparation and filing of Form 33-109F4's on behalf of each Nominal Officer would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant and the Commission.
AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed.
IT IS ORDERED pursuant to section 7.1 of NI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of NI 33-109 and section 3.3 of NI 33-109 to submit a completed Form 33-109F4 for each of its permitted individuals who are Nominal Officers not involved in its LMD business in Ontario, provided that at no time will the Nominal Officers include any Registered Individuals, Executive Officer, director, managers, or Designated Compliance Officer, or other officer who will be involved in, or have oversight of, the Applicant's LMD activities in Ontario in any capacity.