TMX Group 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 TMX GROUP LIMITED AND TSX INC. AND ALPHA TRADING SYSTEMS INC. AND ALPHA EXCHANGE 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, recognizing each of Maple Group Acquisition Corporation (Maple), TMX Group Inc. (TMX Group), TSX Inc. (TSX), Alpha Trading Systems Limited Partnership (Alpha LP) and Alpha Exchange Inc. (Alpha Exchange) as an exchange pursuant to section 21 of the Act (the Exchange Recognition Order);
AND WHEREAS the Commission issued an order dated June 24, 2014 amending the Exchange Recognition Order to replace references to "National Bank Financial & Co. Inc." with "National Bank Group Inc." in subsection 1(a) of Schedule 2 to the Exchange Recognition Order in connection with the wind-up of National Bank Financial & Co. Inc.;
AND WHEREAS National Bank Group Inc. (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 Exchange Recognition Order to include NBAH in the definition of "original Maple shareholder" in the Exchange Recognition Order;
AND WHEREAS NBAH agrees to be bound by the applicable terms and conditions of the Exchange Recognition Order;
AND WHEREAS based on the Application and the representations that NBG has made to the Commission, the Commission has determined that it is not prejudicial to the public interest to amend the Exchange Recognition Order pursuant to section 144 of the Act;
IT IS ORDERED that:
(a) pursuant to section 144 of the Act, the definition of "original Maple shareholder" in subsection 1(a) of Schedule 2 to the Exchange Recognition Order is amended to delete "National Bank Group Inc." and to replace it with "National Bank Acquisition Holdings Inc."
DATED this 25th day of September 2018.