IPC Investment Corporation and Independent Planning Group Inc.
Headnote
Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals pursuant to an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.
Applicable Legislative Provisions
Multilateral Instrument 11-102 Passport System.
National Instrument 33-109 Registration Information and Companion Policy 33-109CP.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.
April 23, 2014
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF IPC INVESTMENT CORPORATION (IPC) AND INDEPENDENT PLANNING GROUP INC. (IPG) (the Filers)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of Ontario (the Legislation) for relief from the requirements contained in sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer of dealing representatives, permitted individuals and business locations from IPG to IPC (the Bulk Transfer), on May 1, 2014 (the Amalgamation Date) in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator for this application; and
(ii) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each jurisdiction of Canada outside of Ontario (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filers:
IPC
1. IPC is a corporation amalgamated under the Business Corporations Act (Ontario) and has its head office at 2680 Skymark Avenue, Suite 700 Mississauga, Ontario L4W 5L6.
2. IPC is a wholly-owned subsidiary of Investment Planning Counsel Inc.
3. IPC is a member of the Mutual Fund Dealers Association (MFDA) and is registered in all of the 13 Jurisdictions as a dealer in the category of mutual fund dealer. IPC is also registered as a dealer in the category of exempt market dealer in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Ontario, and Saskatchewan.
4. IPC is not in default of the securities legislation in any of the Jurisdictions.
IPG
5. IPG is a corporation continued under the Canada Business Corporations Act and its head office is at 35 Antares Drive, Ottawa, Ontario K2E 8B1. Prior to the amalgamation, IPG will continue such that it will be a corporation governed by the Business Corporations Act (Ontario).
6. Investment Planning Counsel Inc. acquired IPG on December 2, 2013. As a result, IPG is a wholly-owned subsidiary of Investment Planning Counsel Inc. and a specified affiliate of IPC.
7. IPG is a member of the MFDA and is registered in each of the provinces of Canada as a dealer in the category of mutual fund dealer and is also registered in Alberta, British Columbia, New Brunswick, Ontario and Saskatchewan as a dealer in the category of exempt market dealer.
8. IPG is not in default of the securities legislation in any of the Jurisdictions.
The Amalgamation
9. Subject to the necessary approvals, the Filers intend to amalgamate on the Amalgamation Date. The company that will result from the amalgamation of IPC and IPG (Amalco) will be known as IPC Investment Corporation and will retain IPC's head office and National Registration Database (NRD) number.
10. Amalco's registration will encompass the registration categories and jurisdictions of both IPC and IPG immediately prior to the amalgamation.
11. On the Amalgamation Date, all IPG dealing representatives and permitted individuals will be transferred to Amalco on NRD (Transferred Individuals) in addition to the affected business locations.
12. Effective on the Amalgamation Date, Amalco will carry on the same business as the Filers and all of the registerable activities of the Filers will be carried out by Amalco. Subject to obtaining the Exemption Sought, no disruption in the services provided by the Filers to their clients will result further to the amalgamation.
13. Given the number of Transferred Individuals in connection with the amalgamation, it would be unduly time consuming and difficult to transfer the registration of each of the Transferred Individuals on an individual basis through NRD in accordance with NI 33-109 if the Exemption Sought is not granted.
14. The Bulk Transfer will ensure that the transfer of the affected individuals and business locations occur effective as of the same date, the Amalgamation Date, in order to ensure that there is no interruption in registration.
15. The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in Section 4.3 of the Companion Policy to NI 33-109 and Appendix C thereto.
16. It would not be prejudicial to the public interest to grant the Exemption Sought.
Decision
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 Exemption Sought is granted.