Ontario Securities Commission Bulletin
Issue 49/05 - February 05, 2026
Ont. Sec. Bull. Issue 49/05
• Ontario Securities Commission et al.
• Ontario Securities Commission and Nayeem Alli
• Ontario Securities Commission et al.
• Ontario Securities Commission and Nayeem Alli
• Ontario Securities Commission and Ira Morris -- ss. 127(1), 127(4.0.1)
• Ontario Securities Commission and Mitchell Carnie -- ss. 127(1), 127.1
• Ontario Securities Commission and Mitchell Carnie -- ss. 127(1), 127.1
• Orange
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
January 28, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated January 28, 2026 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
January 28, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated January 28, 2026, is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Nayeem Alli
FOR IMMEDIATE RELEASE
January 30, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated January 30, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Ira Morris
FOR IMMEDIATE RELEASE
February 2, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Application for Enforcement Proceeding dated January 16, 2026 and the Order dated February 2, 2026 are available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Mitchell Carnie
FOR IMMEDIATE RELEASE
February 3, 2026
TORONTO -- The Tribunal issued its Reasons and Decision and an Order in the above-named matter.
A copy of the Reasons and Decision and the Order both dated February 2, 2026, are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
File No. 2025-15
Adjudicator: |
Geoffrey D. Creighton |
January 28, 2026
WHEREAS on January 28, 2026, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representatives for the Ontario Securities Commission and for the respondents;
IT IS ORDERED THAT:
1. by 4:30 p.m. on February 4, 2026, the respondents shall serve and file a motion, if any, regarding the Commission's disclosure or seeking disclosure of additional documents;
2. by 4:30 p.m. on February 23, 2026, the respondents shall:
a. serve and file a witness list,
b. serve a summary of each witness's expected testimony, and
c. indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will be testifying; and
3. a further case management hearing in this matter is scheduled for March 24, 2026, at 10:00 a.m. by videoconference, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.
BETWEEN:
File No. 2026-6
Adjudicator: |
Timothy Moseley |
January 28, 2026
WHEREAS on January 27, 2026, the Capital Markets Tribunal held a hearing by videoconference to set a schedule regarding this application, and to consider Stracon Group Holding Inc.'s request to bifurcate the proceeding, first to consider SLC Holdings Inc.'s motion for standing to continue this application (the Standing Motion) and second, if applicable, to consider the merits of this application;
ON HEARING the submissions of the representatives for SLC Holdings Inc., Stracon Group Holding Inc., and the Ontario Securities Commission, and on reading the materials filed by SLC Holdings Inc. and Stracon Group Holding Inc., and subsequent correspondence from the parties;
IT IS ORDERED, for reasons to follow, that:
1. Stracon Group Holding Inc.'s request to bifurcate the proceeding is granted;
2. regarding the Standing Motion:
a. by 12:00 p.m. on February 2, 2026, SLC Holdings Inc. shall serve and file its motion record;
b. by 4:30 p.m. on February 5, 2026, Stracon Group Holding Inc. shall serve and file its responding motion record;
c. by 4:30 p.m. on February 8, 2026, SLC Holdings Inc. shall serve and file its written submissions;
d. by 12:00 p.m. on February 10, 2026, Stracon Group Holding Inc. shall serve and file its responding written submissions;
e. by 12:00 p.m. on February 11, 2026, the Ontario Securities Commission shall serve and file its responding written submissions;
f. by 4:30 p.m. on February 11, 2026, SLC Holdings Inc. shall serve and file its written reply submissions (not exceeding five pages), if any;
g. the Standing Motion shall be heard on February 12, 2026, at 1:00 p.m., by videoconference, or on such other date and time as may be agreed to by the parties and set by the Governance & Tribunal Secretariat;
3. regarding the merits hearing, if any:
a. by 4:30 p.m. on February 14, 2026, SLC Holdings Inc. shall serve and file its written submissions;
b. by 12:00 p.m. on February 17, 2026, Stracon Group Holding Inc. shall serve and file its responding written submissions;
c. by 4:30 p.m. on February 19, 2026, the Ontario Securities Commission shall serve and file its responding written submissions;
d. by 4:30 p.m. on February 20, 2026, SLC Holdings Inc. shall serve and file its written reply submissions, if any;
e. the merits hearing shall take place on February 23, 2026, at 10:00 a.m., at the Capital Markets Tribunal, located at 20 Queen Street West, 17th Floor, Toronto, Ontario, or on such other date and time as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.
Ontario Securities Commission and Nayeem Alli
BETWEEN:
File No. 2025-26
Adjudicator: |
M. Cecilia Williams |
January 30, 2026
WHEREAS on the Capital Markets Tribunal held a hearing in writing to consider a request by the respondent Nayeem Alli to vary a deadline contained in the Tribunal's order dated November 26, 2025 (November 25 Order);
ON READING the submissions of Alli, on his own behalf, and of the representative for the Ontario Securities Commission and on considering that the parties consent to this order;
IT IS ORDERED THAT:
1. paragraph 4 of the November 26 Order is varied as follows:
a. by 4:30 p.m. on February 25, 2026, the respondent shall serve and file his affidavit evidence and written submissions on the merits, sanctions and costs;
2. paragraph 5 of the November 26 Order is varied as follows:
a. by 4:30 p.m. on March 16, 2026, the OSC shall serve and file its reply affidavit evidence and reply submissions on merits, sanctions and costs, of any;
3. in the event the respondent does not serve and file any affidavit evidence and written submissions on the merits, sanctions and costs by 4:30 p.m. on February 26, 2026, the Tribunal will proceed to determine the application in writing based on the materials that have been filed.
Ontario Securities Commission and Ira Morris -- ss. 127(1), 127(4.0.1)
BETWEEN:
File No. 2026-4
Adjudicator: |
Jane Waechter |
February 2, 2026
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing, without notice, to consider an application brought by the Ontario Securities Commission for an order imposing sanctions against the respondent, Ira Morris, pursuant to subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5 (the Act);
ON READING the materials filed by the Commission, and on considering the respondent consents to the imposition of sanctions against him;
IT IS ORDERED THAT:
1. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Morris shall cease permanently, except that this order does not preclude Morris from trading in securities or derivatives in a registered retirement savings plan, a registered education savings plan, any registered retirement income funds, and/or a tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted trading through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his name only;
2. pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Morris shall be prohibited permanently, except that this order does not preclude Morris from purchasing securities or derivatives in a registered retirement savings plan, a registered education savings plan, any registered retirement income funds, and/or a tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted acquisitions through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his name only;
3. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law permanently do not apply to Morris;
4. pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Morris must resign any positions that he holds as a director or officer of any issuer or registrant;
5. pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Morris is prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and
6. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Morris is prohibited permanently from becoming or acting as a registrant or promoter.
BETWEEN:
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
1. The Applicant, the Ontario Securities Commission (the Commission), requests that the Capital Markets Tribunal (the Tribunal) make an order in the public interest against the Respondent, Ira Morris (Morris) based on a conviction by the Ontario Court of Justice (OCJ) for engaging in securities fraud and unregistered trading. This order is sought without providing the Respondent an opportunity to be heard pursuant to subsection 127(4.0.1) of the Ontario Securities Act, RSO 1990, c S.5 (the Act).
2. In 2023, Morris pleaded guilty to and was convicted of two counts of contravening Ontario securities law under s. 122(1)(c) of the Act for engaging in unregistered trading contrary to s. 25(1) of the Act and fraud contrary to s. 126.1(1)(b) of the Act. Morris' conviction was based on admissions that between February 25, 2016 and April 18, 2022, he accepted investor funds via various business accounts and diverted said funds to his personal accounts and the accounts of others.
3. The sentence imposed by the OCJ against Morris included 18 months imprisonment, and a 2-year probation order. As part of his sentence, Morris also consented to an administrative order to be imposed by the Tribunal that included permanent trading, director and officer, and other market participation bans.
4. The Tribunal has jurisdiction to make orders in the public interest on an ex parte basis under ss. 127(1) and 127(4.0.1) of the Act where a person or company has been convicted in any jurisdiction of an offence under laws respecting securities or derivatives.
5. The order requested herein is in the public interest. The Respondent has consented to an order on the terms sought. The order is necessary to restrain potential future misconduct by the Respondent that exposes Ontario investors to unacceptable risks and to deter others from engaging in securities misconduct such as unregistered trading and the misappropriation of investor funds.
6. Pursuant to an Information sworn June 24, 2021 and amended October 4, 2022 (the Information), Morris was charged with two counts of contravening Ontario securities law under s. 122(1)(c) of the Act for engaging in unregistered trading contrary to s. 25(1) of the Act and fraud contrary to s. 126.1(1)(b) of the Act.
7. Morris pleaded guilty to both counts before the Honourable Justice V. Rondinelli on November 20, 2023 and was convicted based on admissions contained in a Statement of Agreed Facts in Support of Guilty Plea (ASF), which was entered into the court record.
8. On February 28, 2024, Morris was sentenced to 18 months imprisonment and two years probation.
9. Morris also consented to an administrative order to be imposed by the Tribunal. Morris consented to permanent director and officer bans, a permanent registrant and promoter ban, and permanent trading bans for him and the companies for which he served as a director, with a carve-out for Morris to conduct personal trading in registered accounts through a registered dealer. Morris understands that this consent will be presented to the Tribunal as a joint recommendation and that the wording of the final order will be determined and imposed by the Tribunal.
10. The Commission relies on the following admissions in the ASF:
(a) Between February 25, 2016 and April 18, 2022 (the Material Time), Morris received payments from investors through four companies incorporated in Ontario: Nextgen Asset Management Inc., Sovereign Management Group Corp., Croftberg Holdings Inc., and Sovereign Holding Group Inc. Morris was the sole director of these companies. None of Morris, Nextgen, Sovereign Management, or Sovereign Holding were registered to trade in securities as required by s. 25(1) of the Act during the Material Time.
(b) On instructions from Norman Frydrych, Morris' ex-brother-in-law, Morris accepted investor funds via the companies' business banking accounts and diverted the funds to his personal bank accounts and the accounts of others.
(c) Morris was wilfully blind that the money received was from investors, that he was not entitled to it, and that accepting these monies would cause deprivation or risk of deprivation to the people who sent the money.
(d) Morris was informed on May 11, 2021 that he was under investigation by the Commission in relation to allegations of fraud and other breaches of the Act. He was subsequently served with a summons on June 24, 2021 informing him he was charged with fraud and trading securities without registration under the Act.
(e) Despite being notified of the investigation and charges, Morris continued to accept investor funds via his business banking accounts and divert funds to his personal bank accounts and the accounts of others, on the instructions of Norman Frydrych. Morris incorporated Sovereign Holding, opened a bank account for it and diverted some of the investor funds to that account.
(f) Morris knew that the money received was from investors and that he was not entitled to it. He knowingly made wrongful use of investor funds, and he knew that accepting these monies would cause deprivation or risk of deprivation to others.
(g) The Information was amended on October 4, 2022 to extend the date range of Morris' offences to cover investments made after the Information was laid.
(h) In total, Morris received $908,091.25 in investor funds into his business bank accounts. Of this amount, $765,797.89 was diverted to his personal accounts or withdrawn.
11. The investments in relation to which Morris received and misappropriated funds are securities under the Act.
12. Pursuant to paragraph 2 of s. 127(4.0.1) of the Act, if a person or company has been convicted in any jurisdiction of an offence under laws respecting securities and derivatives, the Tribunal may make any of the orders described in paragraphs 1 to 8.5 of s. 127(1) of the Act against the Respondent without giving the Respondent an opportunity to be heard.
13. Morris has been convicted by the OCJ of an offence under Ontario securities laws.
14. Subsection 127(4.0.4) of the Act allows the Tribunal to make an order under s. 127(4.0.1) even if the circumstances arose before s. 127(4.0.1) came into force.
15. It is in the public interest to make the requested orders against the Respondent to protect investors and safeguard the integrity of Ontario's capital markets.
16. The Commission requests that the Tribunal make the following orders against Morris:
(a) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Morris shall cease permanently, except that this order does not preclude Morris from trading in securities or derivatives in a registered retirement savings plan, a registered education savings plan, any registered retirement income funds, and/or a tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted trading through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his name only;
(b) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by companies of which Morris is a director, including Nextgen Asset Management Inc., Sovereign Management Group Corp., Sovereign Holding Group Inc., and Croftberg Holdings Inc. shall cease permanently;
(c) pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by Morris shall be prohibited permanently, except that this order does not preclude Morris from purchasing securities or derivatives in a registered retirement savings plan, a registered education savings plan, any registered retirement income funds, and/or a tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted acquisitions through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his name only;
(d) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law permanently do not apply to Morris;
(e) pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Morris shall resign any positions that he holds as a director or officer of any issuer or registrant as soon as corporate law permits;
(f) pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Morris is be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant;
(g) pursuant to paragraph 8.5 of subsection 127(1) of the Act, Morris is prohibited permanently from becoming or acting as a registrant or promoter; and
(h) such other orders as the Tribunal considers appropriate.
January 16, 2026 |
ONTARIO SECURITIES COMMISSION |
20 Queen Street West, 22nd Floor |
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Toronto, ON |
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M5H 3S8 |
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Matthew McMurray |
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Litigation Counsel |
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Enforcement Division |
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LSO # 92598S |
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Tel: (416) 595-8775 |
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Email: mmcmurray@osc.gov.on.ca |
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Ontario Securities Commission and Mitchell Carnie -- ss. 127(1), 127.1
BETWEEN:
File No. 2025-23
Adjudicator: |
Timothy Moseley |
February 2, 2026
(Subsection 127(1) and section 127.1 of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a combined merits, sanctions and costs hearing in writing to consider whether to make findings against, and impose sanctions and costs on, Mitchell Carnie;
AND WHEREAS the Tribunal made findings against Carnie in its Reasons and Decision issued on February 2, 2026;
ON READING the materials filed by the Ontario Securities Commission, and Carnie having not filed any materials, although having been properly served;
IT IS ORDERED THAT:
1. pursuant to paragraph 7 of subsection 127(1) of the Securities Act (the Act), Carnie resign, on or before March 6, 2026, any positions he holds as director or officer of any issuer, except that he need not resign as director or officer of a company of which he is the sole shareholder, provided that:
a. the company's business is strictly limited to providing services related to construction, including landscaping; and
b. the company does not raise capital by issuing securities to the public;
2. pursuant to paragraph 8 of subsection 127(1) of the Act, Carnie is prohibited from becoming or acting as a director or officer of any issuer until November 28, 2033, except that he is permitted to be a director or officer of a company of which he is the sole shareholder, provided that:
a. the company's business is strictly limited to providing services related to construction, including landscaping; and
b. the company does not raise capital by issuing securities to the public;
3. pursuant to paragraph 9 of subsection 127(1) of the Act, Carnie shall pay an administrative penalty of $37,500.00; and
4. pursuant to section 127.1 of the Act, Carnie shall pay costs of the investigation and hearing in the amount of $10,683.75.
Ontario Securities Commission and Mitchell Carnie -- ss. 127(1), 127.1
Citation: Ontario Securities Commission v Carnie, 2026 ONCMT 6
Date: 2026-02-02
File No. 2025-23
BETWEEN:
(Subsection 127(1) and s. 127.1 of the Securities Act, RSO 1990, c S.5)
Adjudicator: |
Timothy Moseley |
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Hearing: |
In Writing |
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Appearances: |
Susan Kimani |
For the Ontario Securities Commission |
Matthew McMurray |
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No submissions were made on behalf of Mitchell Carnie |
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[1] In May 2020, in an earlier proceeding (First Class Crypto Inc. (Re)),{1} the Capital Markets Tribunal ordered{2} that, with a limited exception described in paragraph [8] below, Mitchell Carnie resign any positions he held as a director or officer of any issuer, and that he be prohibited from being a director or officer for at least seven years (possibly longer, if he failed to pay the financial sanctions and costs as required).
[2] In this proceeding, the Ontario Securities Commission seeks sanctions and costs against Carnie, alleging that he failed to resign as required, that he remained a director and officer of four issuers for more than five years, and that he thereby failed to comply with the 2020 order.
[3] At a case management hearing on October 27, 2025, I ordered that:
a. this proceeding be conducted in writing; and
b. the written hearing address the merits of the Commission's allegations and, if applicable, appropriate sanctions and costs.{3}
[4] Even though Carnie was properly served, he has not participated in this proceeding at any stage.
[5] As I explain below, Carnie breached the 2020 order by failing to resign as required and by continuing as director and officer of four companies. He therefore contravened Ontario securities law. I will order that:
a. Carnie pay an administrative penalty of $37,500;
b. on or before March 6, 2026, Carnie resign any positions he holds as director or officer of any issuer, subject to a continuation of the exception in paragraph [8] below;
c. until November 28, 2033, Carnie be prohibited from being a director or officer of any issuer, subject to a continuation of the same exception; and
d. Carnie pay to the Commission costs of $10,683.75.
[6] The factual findings in these reasons are based on the uncontradicted evidence contained in affidavits, filed by the Commission, from Paul Baik, Investigator,{4} and Julia Ho, Law Clerk.{5}
[7] Carnie, an Ontario resident, was a respondent in First Class Crypto. He settled that proceeding with the Commission. That resulted in the 2020 order, which required Carnie to resign any positions he held as a director or officer of any issuer and prohibited him from becoming or acting as a director or officer of any issuer until the later of:
a. seven years from the date of the order; and
b. Carnie's payment in full of the agreed-upon financial sanctions and costs.
[8] The order included an exception that allowed Carnie to be a director or officer of a company of which he was the sole shareholder, provided that:
a. the company's business was strictly limited to providing services related to construction, including landscaping; and
b. the company did not raise capital by issuing securities to the public.
[9] The Commission's allegations in this proceeding relate to four Ontario corporations. The Commission's affidavits, including reports issued by the Ontario government, and correspondence with Carnie, confirm the following:
a. First Class Crypto Inc. (the corporate respondent in the earlier proceeding): Carnie became a director and officer on December 8, 2017, and resigned from those positions effective September 9, 2025, more than five years after the 2020 order required him to resign;
b. 2634676 Ontario Ltd. and 2634685 Ontario Ltd.: Carnie became a director and officer of both on May 9, 2018, and has not resigned from either; and
c. 2714649 Ontario Inc.: Carnie became a director and officer on September 4, 2019, and has not resigned.
[10] On December 20, 2024, the Commission asked Carnie for evidence of his compliance with the 2020 order. Carnie replied that he intended to have his "name removed from ... incorporation documents" for the four corporations.
[11] On August 12, 2025, the Commission wrote to Carnie, noting that he remained listed as a director and officer of the four corporations. The Commission said that it was considering commencing a proceeding against Carnie as a result.
[12] On September 11, 2025, Carnie replied by email, attaching documents showing that he had, through a service provider, submitted a request that he cease to be shown as a director and officer of First Class Crypto Inc., effective September 9, 2025.
[13] There is no evidence that Carnie ever resigned as a director or officer of the other three companies. The Commission filed corporate reports, showing that as of November 27, 2025, Carnie remained a director and officer of all three.
[14] Carnie did not appear at the case management hearing on October 27, 2025. I found that the Commission had given him proper notice of the hearing when it sent the Notice of Hearing and the Application for Enforcement Proceeding to him at the email address from which he sent his September 11 reply to the Commission's letter.
[15] The order I issued following that case management hearing contemplated that the Commission would file written submissions and that Carnie could do the same in response. The Tribunal published that order by news release and on its website, and sent it to Carnie at his email address.
[16] The Commission filed its submissions. Carnie filed none. I may proceed in his absence.{6} I turn to consider the merits of the Commission's allegations.
[17] The Securities Act{7} (the Act) defines "Ontario securities law" to include a decision of the Commission or Tribunal to which a person is subject. The 2020 order is part of Ontario securities law as applied to Carnie.
[18] The uncontradicted evidence cited above establishes that:
a. Carnie was a director and officer of the four companies at the time of the 2020 order;
b. he failed to resign as required;
c. he continued to be a director and officer of First Class Crypto Inc. at least until September 9, 2025; and
d. he continued to be a director and officer of the other three companies at least until November 27, 2025.
[19] By continuing in these roles, Carnie breached the 2020 order and thereby contravened Ontario securities law.
[20] The Commission asked not only that I find Carnie to have contravened Ontario securities law, but also that I find Carnie to have breached s. 122(1)(c) of the Act. I decline to do so. While nothing turns on my decision not to make that finding, I should explain.
[21] That provision states that a "person or company that [...] contravenes Ontario securities law, is guilty of an offence [...] ". In a Tribunal proceeding, once there is a finding that a respondent has contravened Ontario securities law (as I have found here), referring to s. 122(1)(c) adds nothing.
[22] In making this observation, I am aware of the decision of the Court of Appeal for Ontario in Wilder v Ontario Securities Commission,{8} in which the Court focused on s. 122(1)(a) but made comments about s. 122 generally. That decision does not detract from my conclusion that s. 122(1)(c) adds nothing in a case such as this. In a Tribunal proceeding, it is no more necessary to refer to s. 122(1)(c) when alleging a breach of an order that is part of Ontario securities law than it is when alleging a breach of a statute or regulation that is part of Ontario securities law. I distinguish s. 122(1)(c) from s. 122(1)(a) and s. 122(1)(b), which proscribe specific conduct (e.g., misleading statements to the Commission) in terms that do not appear elsewhere in the Act.
[23] Having found that Carnie contravened Ontario securities law, I will now address the appropriate sanctions against him. I may impose sanctions under s. 127(1) of the Act if I find that it is in the public interest to do so. I must exercise that jurisdiction in a manner consistent with the Act's purposes, which include protecting investors from unfair, improper or fraudulent practices, and fostering fair and efficient capital markets and confidence in them.{9} Sanctions are preventive and prospective, in that they are intended to prevent future harm to investors and to the capital markets.{10}
[24] I agree with the Commission's submission that the following sanctions against Carnie would be in the public interest:
a. director and officer bans for a period of six years and six months beyond the expiry of the original ban; and
b. an administrative penalty in the amount of $37,500.
[25] I may consider a variety of factors when imposing sanctions.{11} In this case, the most relevant factors are the seriousness of the misconduct, the fact that Carnie's misconduct was not an isolated instance, the specific and general deterrence achieved by any sanctions, and the absence of any mitigating factors.
(i) Seriousness
[26] Carnie's misconduct is serious. While breaching any Tribunal order is inherently serious, it is not generally among the most serious breaches that come before the Tribunal. For example, I might have had some sympathy if Carnie had established that his failure to resign as director and officer of a company was inadvertent, inconsequential and understandable. Here, however, not only has Carnie not adduced any evidence to support such a conclusion, the evidence in the record points in the other direction, for two reasons.
[27] First, Carnie remained in his roles at First Class Crypto Inc., the very company that was a respondent in the earlier proceeding. That fact prevents any inference that Carnie failed to think about that company.
[28] Second, the Commission's letter to Carnie in August 2025 mentioned all four companies. The letter clearly came to Carnie's attention, because he replied to it a month later and included information about his resignation from First Class Crypto Inc., without mentioning the other three companies. Again, there is no basis to give Carnie the benefit of the doubt about inadvertence.
[29] It is more likely than not that Carnie was cavalier about complying with a requirement that he himself had agreed to when he settled the earlier proceeding. That increases the seriousness of his misconduct, because it jeopardizes public confidence in the settlement process, the enforcement of Ontario securities law, and the capital markets generally.{12}
(ii) Not an isolated occurrence
[30] Carnie's misconduct was not an isolated occurrence. He failed to resign from any of the four companies. He continued to be a director and officer for years. Even after the Commission confronted him with these facts in 2025, he continued to occupy most of those roles. These aggravating facts justify greater sanctions.
(iii) Specific deterrence
[31] The need for specific deterrence in this case is acute. Carnie has, without explanation, already breached a previous order. In keeping with the need for sanctions to be preventive, I must impose sanctions that send a clear message to Carnie that he must comply with the Tribunal's order, and that similar misconduct in the future may call for an even more significant response.
(iv) General deterrence
[32] The sanctions I impose should send a message to like-minded individuals who might be tempted to ignore Tribunal orders. In general, that kind of conduct will be met with escalating sanctions.
(v) Mitigating factors
[33] Because Carnie did not participate in this proceeding, there is no evidence of any mitigating factors.
[34] I do note that these were private companies. In addition, there is no evidence that, during the material time, any of the four companies was operating, or that Carnie in fact acted as director or officer (as opposed to just holding the titles), or that Carnie's failure to comply with the order directly affected any member of the public. I do not fault the Commission for not introducing any such evidence, and I do not consider these to be mitigating factors. I make the observation merely to record that I am mindful that there are no such facts in this case. Had there been, they would likely have been aggravating factors.
[35] The Commission proposes a director and officer ban of six years and six months, beginning on May 28, 2027, the expiry of the original ban. The Commission bases this submission on the length of time Carnie was in breach (approximately five years), plus an additional 18 months. I accept this submission as a principled way to "recapture" time during which Carnie ignored the earlier order, and to add a reasonable amount of time to help achieve the objectives of sanctions, and especially of specific deterrence. It is in the public interest to order the ban the Commission requests.
[36] The original ban was subject to the exception described in paragraph [8] above. I agree with the Commission that the exception should continue.
[37] The Commission asks that I order Carnie to resign any positions as director or officer of an issuer, within 30 days of the order. I will do so.
[38] Determining the appropriate amount of an administrative penalty is not a science.{13} As with all sanctions, the Tribunal must determine administrative penalties after considering the specific factual context and the sanctioning factors set out above.{14}
[39] Here, the Commission seeks an administrative penalty in the amount of $37,500. It calculates this amount based on:
a. $2,000 for each of the five years of breach for the three companies where Carnie remains a director and officer (i.e., $2,000 x 5 x 3 = $30,000); plus
b. $1,500 for each of the five years of breach for First Class Crypto Inc. until his resignation (i.e., $1,500 x 5 = $7,500).
[40] The Commission cites a number of authorities to support its calculation method and amounts, although the Commission fairly concedes the limited value of the amounts in these precedents, given important distinctions.
[41] In Valentine (Re),{15} this Tribunal imposed an administrative penalty of $500,000 for the respondent's breach of a director and officer ban in respect of 38 private companies for approximately 19 years. That penalty amounts to approximately $693 per company per year, which is lower than the amounts the Commission proposes here. However, in Valentine the Tribunal imposed other significant sanctions, including a disgorgement order totalling more than C$15 million, and the Tribunal noted that it was taking a global view of all the sanctions it imposed.
[42] The other cases the Commission cited{16} involving similar misconduct were from other Canadian jurisdictions and featured administrative penalties ranging from $2,750 to $15,000 per company per year of breach. As the Commission acknowledged, there were aggravating factors in those cases that were not present here (e.g., attempts to conceal the non-compliance, or active involvement in capital raising).
[43] For the reasons the Commission mentioned, in arriving at an appropriate administrative penalty I give the cases cited little weight, other than as suggesting a broad range. I do accept the Commission's proposed $2,000 per year per corporation as an appropriate basis for calculation in this case.
[44] The Commission suggests that the amount be $1,500 per year (instead of $2,000) for First Class Crypto Inc., because Carnie resigned from that company but not from the others, after the Commission contacted him. I do not accept that the applicable amount during the breach should be reduced. Instead, the relevant time period is shorter for First Class Crypto Inc. than it is for the other three companies. I use the actual period of time related to each company. Accordingly, my calculation would be:
a. $2,000 per year, for 5.75 years (May 2020 to February 2026), for three corporations ($2,000 x 5.75 x 3 = $34,500); plus
b. $2,000 per year, for 5.25 years (May 2020 to September 2025), for First Class Crypto Inc. ($2,000 x 5.25 = $10,500).
[45] Using that approach, I would order an administrative penalty of $45,000. While that amount is not significantly different from the Commission's requested $37,500, it would be unfair to Carnie for me to exceed the Commission's request. I will therefore order an administrative penalty of $37,500, which I consider to be in the public interest.
[46] Section 127.1 of the Act allows the Tribunal to order that a respondent who has contravened Ontario securities law pay the Commission's costs of the investigation and the proceeding. Costs are not a sanction; they are a means of securing partial recovery from the wrongdoer, so that the entire financial burden is not borne by other capital markets participants.
[47] The Commission seeks total costs of $12,312.36, comprising:
a. $10,683.75 in fees, reflecting work on this file by two litigation counsel, an investigator, and a law clerk, at rates previously approved in Tribunal decisions; and
b. $1,628.61, being one ninth of the total $14,657.50 in fees attributable to a group of nine cases, including this one, that make similar allegations against different respondents.
[48] I am satisfied that it is appropriate to make an order for costs for the first of those two portions. I exclude the second portion, though, because there is insufficient evidence for me to conclude that it would be appropriate to divide equally the $14,657.50. In fact, the evidence suggests otherwise, including because it refers to an "interview", and incorporates a meaningful amount of time spent on "settlement & mediation". I infer from the record in this case, including Carnie's relative silence, that there was no interview, no settlement discussions, and no mediation. Those charges appear to me to be attributable to other specific cases rather than an entire group of nine.
[49] Accordingly, I will order that Carnie pay to the Commission costs of $10,683.75.
[50] For the above reasons, it is in the public interest to order, and I will order, that:
a. pursuant to paragraph 7 of s. 127(1) of the Act, Carnie resign, on or before March 6, 2026, any positions he holds as director or officer of any issuer, except that he need not resign as director or officer of a company of which he is the sole shareholder, provided that:
i. the company's business is strictly limited to providing services related to construction, including landscaping; and
ii. the company does not raise capital by issuing securities to the public;
b. pursuant to paragraph 8 of s. 127(1) of the Act, Carnie is prohibited from becoming or acting as a director or officer of any issuer until November 28, 2033, except that he is permitted to be a director or officer of a company of which he is the sole shareholder, provided that:
i. the company's business is strictly limited to providing services related to construction, including landscaping; and
ii. the company does not raise capital by issuing securities to the public;
c. pursuant to paragraph 9 of s. 127(1) of the Act, Carnie shall pay an administrative penalty of $37,500; and
d. pursuant to s. 127.1 of the Act, Carnie shall pay costs of the investigation and hearing in the amount of $10,683.75.
Dated at Toronto this 2nd day of February, 2026
{1} 2020 ONSEC 14
{2} (2020), 43 OSCB 4704; https://www.capitalmarketstribunal.ca/sites/default/files/2020-12/rad_20200528_first-class-crypto.pdf
{3} (2025), 48 OSCB 8947; https://www.capitalmarketstribunal.ca/sites/default/files/2025-10/rad_20251027_carnie.pdf
{4} Exhibit 1, Affidavit of Paul Baik, sworn December 1, 2025
{5} Exhibit 2, Affidavit of Julia Ho, sworn December 1, 2025
{6} Statutory Powers Procedure Act, RSO 1990, c S.22, s 7(2); Capital Markets Tribunal Rules of Procedure, subrule 24(3)
{7} RSO 1990, c S.5, s 1(1), "Ontario securities law"
{8} 2001 CanLII 24072 (ON CA)
{9} Securities Act, s. 1.1; Money Gate Mortgage Investment Corporation (Re), 2021 ONSEC 10 at para 7
{10} Cartaway Resources Corp (Re), 2004 SCC 26 at paras 58-62
{11} Belteco Holdings Inc (Re), (1998) 21 OSCB 7743 at 7746; Erikson v Ontario (Securities Commission), 2003 CanLII 2451 (ON SC) at para 58; MCJC Holdings Inc (Re) (2002), 25 OSCB 1133 at 1135
{12} Re Cadman, 2015 ABASC 836 at para 26
{13} Quadrexx Hedge Capital Management Ltd (Re), 2018 ONSEC 3 at para 59
{14} Miner Edge Inc (Re), 2021 ONSEC 31 at para 89
{15} 2024 ONCMT 21
{16} Dunn (Re), 2023 BCSECCOM 251; Re Malone, 2016 BCSECCOM 334; Re Jardine, 2016 BCSECCOM 82; Alexander (Re), 2007 BCSECCOM 773; Re Cadman, 2015 ABASC 836
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2026 BCSECCOM 22
January 27, 2026
Background
¶ 1 The securities regulatory authority in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, Saskatchewan, Nova Scotia and Yukon, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
¶ 2 Terms defined in National Instrument 14-101Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0730
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
[Original text in French]
January 28, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all provinces and territories of Canada (the Reporting Jurisdictions) (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this application,
(b) the Filer has provided notice that section 4C.5(1) of Regulation 11-102 respecting Passport System, CQLR V-1.1, r 1 (Regulation 11-102) is intended to be relied upon in each of the Reporting Jurisdictions; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, CQLR, V-1.1, r. 3 and Regulation 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a company registered under French law according to the laws of the French Republic, with its head office in Issy-les-Moulineaux, France.
2. The Filer is a reporting issuer in each of the Reporting Jurisdictions.
3. The Filer is a "designated foreign issuer" within the meaning of Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Related to Foreign Issuers, CQLR, V-1.1, r. 37.
4. The Filer is not an "OTC reporting issuer" pursuant to Regulation 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, RLRQ, c. V-1.1, r. 24.1.
5. As at June 30, 2025, the Filer has 2,660,056,599 ordinary shares issued and outstanding, fully paid up, with a par value of €4.00 each. In addition to these shares, the Filer also has issued and outstanding bonds described in representation 18 below. Orange's ordinary shares are listed on Euronext Paris (ticker: ORA).
6. Based on the information obtained by the Filer following a thorough and diligent examination, neither the number of securities of the Filer held by security holders listed as having an address in Canada, nor the number of security holders of the Filer with an address in Canada, are believed to be significant.
7. Under the Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (the Revised Shareholder Rights Directive II or SRD II), issuers are allowed to request the identification of shareholders holding more than a certain percentage of shares or voting rights, such percentage not to exceed 0.5 percent. The French legislature, in transposing SRD II through the PACTE Law (Law No. 2019-486 of May 22, 2019), amending the French Commercial Code (Code de commerce), did not set a threshold meaning that shareholding reports obtained under the SRD II with respect to French issuers reflect the holdings of all shareholders, regardless of the number of shares or voting rights held by them.
8. As permitted by SRD II, the Filer requested a report identifying its shareholders holding shares au porteur (akin to beneficial ownership) as at December 31, 2024, from Euroclear (the "Euroclear Report").
9. As at December 31, 2024, there were 2,660,056,599 ordinary shares (the Orange Shares) outstanding. Based on the Euroclear Report obtained by the Filer and dated December 31, 2024, there were 478 shareholders holding shares au porteur identified as resident in Canada who held 32,970,243 Orange Shares.
10. In summary, as at December 31, 2024, Canadian resident shareholders holding shares au porteur held approximately 1.24% of the outstanding Orange Shares (32,970,243/2,660,056,599) and represented approximately 0.09% of the number of shareholders holding Orange Shares au porteur (478/536,569).
11. Furthermore, the Filer also obtained a report from Uptevia SA, the Filer's transfer agent, which report shows information for shareholders holding shares au nominatif (akin to registered ownership) in all jurisdictions as at December 31, 2024. Based on this report, there were 70 Canadian resident shareholders holding shares au nominatif out of a total of 132,326 shareholders holding shares au nominatif, and such Canadian resident shareholders held 6,959 Orange Shares.
12. In summary, as at December 31, 2024, Canadian resident shareholders holding shares au nominatif held approximately 0.0003% of the outstanding Orange Shares (6,959/2,660,056,599) and represented approximately 0.05% of the number of shareholders holding shares au nominatif of Orange Shares (70/132,326).
13. As such, based on the Euroclear Report and Uptevia Report obtained by the Filer and dated December 31, 2024, there were 548 shareholders identified as a resident in Canada, representing approximately 0.08% of all shareholders (548/668,896), who held, directly or indirectly, 32,977,202 Orange Shares, representing approximately 1.24% of all Orange Shares (32,977,202/2,660,056,599).
14. Due to applicable reporting rules, which rely principally on reporting by intermediaries, the Euroclear Report and Uptevia Report only include information about 2,633,775,362 Orange Shares out of 2,660,056,599 outstanding Orange Shares and reflects all available information regarding outstanding Orange Shares. The Filer is not able to obtain accurate information about the remaining shareholders.
15. The Filer also has a number of series of bonds (Bonds) outstanding. All of the Bonds are listed on the Euronext Paris. None of the Bonds are listed or traded on an exchange or marketplace in Canada where trading data is publicly reported.
16. Due to the way the Bonds are held, namely in bearer form, the Filer is not able to obtain accurate information regarding whether any of the Bonds are beneficially held by Canadians.
17. The Filer has, however, been able to determine, following a diligent and good faith investigation, for all series of Bonds that were issued from 2003 and later (the Subject Bonds) whether any of the initial (primary) purchasers were listed as having addresses in Canada. For the series of Bonds issued prior to 2003, the Filer has not been able to obtain information about initial purchasers as the original records have not been kept by the bookrunner banks.
18. As illustrated in the table below prepared by the Filer on October 31, 2025, the Canadian holdings of the Subject Bonds at the time of their initial issuance were de minimis. The Canadian purchasers represented less than 2% of the total number of purchasers of Subject Bonds worldwide. Additionally, the aggregate principal amount held by the Canadian purchasers represented less than 2% of the outstanding principal amount for all series of Subject Bonds.
Since April 2025, the Filer has issued several new series of Bonds that were not offered to Canadian investors, except for one U.S. dollar tranche issued on January 13, 2026, offered exclusively to "accredited investors" as defined in Regulation 45-106 respecting Prospectus Exemptions, CQLR, V-1.1, r. 21. These tranches are not included in the table.
ISIN |
Settlement date |
Maturity |
Amount Issued |
Currency |
% of Canadian investors in primary market |
|
|||||
US35177PAC14 |
14/03/2001 |
01/03/2031 |
2,500,000,000 |
USD |
0.00% |
|
|||||
FR0000471930 |
28/01/2003 |
28/01/2033 |
1,500,000,000 |
EUR |
0.00% |
|
|||||
FR0000472912 |
03/03/2003 |
Perpetual bond |
4,820,931,000 |
EUR |
0.00% |
|
|||||
FR0010039008 |
23/01/2004 |
23/01/2034 |
500,000,000 |
GBP |
0.00% |
|
|||||
XS0236800412 |
05/12/2005 |
05/12/2025 |
350,000,000 |
GBP |
0.00% |
|
|||||
XS0399412443 |
20/11/2008 |
20/11/2028 |
500,000,000 |
GBP |
0.00% |
|
|||||
XS0562107762 |
22/11/2010 |
22/11/2050 |
500,000,000 |
GBP |
0.00% |
|
|||||
XS0709555634 |
30/11/2011 |
30/11/2026 |
75,000,000 |
EUR |
0.00% |
|
|||||
US35177PAX50 |
13/01/2012 |
13/01/2042 |
900,000,000 |
USD |
1.06% |
|
|||||
XS0913979190 |
11/04/2013 |
11/04/2029 |
150,000,000 |
EUR |
0.00% |
|
|||||
XS0913837562 |
11/04/2013 |
11/04/2028 |
50,000,000 |
EUR |
0.00% |
|
|||||
FR0011575430 |
30/09/2013 |
30/09/2033 |
55,000,000 |
EUR |
0.00% |
|
|||||
US685218AB52 |
06/02/2014 |
06/02/2044 |
850,000,000 |
USD |
0.00% |
|
|||||
XS1115498260 |
01/10/2014 |
Perpetual bond |
1,250,000,000 |
EUR |
0.08% |
|
|||||
XS1289209436 |
17/09/2015 |
17/09/2030 |
105,000,000 |
EUR |
0.00% |
|
|||||
XS1292564512 |
17/09/2015 |
17/09/2025 |
500,000,000 |
NOK |
0.00% |
|
|||||
XS1316035689 |
06/11/2015 |
06/11/2030 |
100,000,000 |
EUR |
0.00% |
|
|||||
XS1408317433 |
12/05/2016 |
12/05/2025 |
750,000,000 |
EUR |
0.00% |
|
|||||
FR0013217114 |
03/11/2016 |
03/02/2027 |
750,000,000 |
EUR |
0.00% |
|
|||||
FR0013241676 |
09/03/2017 |
09/09/2027 |
500,000,000 |
EUR |
0.00% |
|
|||||
FR0013310224 |
16/01/2018 |
16/01/2030 |
1,000,000,000 |
EUR |
0.00% |
|
|||||
FR0013323870 |
20/03/2018 |
20/03/2028 |
1,000,000,000 |
EUR |
0.50% |
|
|||||
FR0013350311 |
23/07/2018 |
24/07/2028 |
800,000,000 |
NOK |
0.00% |
|
|||||
FR0013359239 |
12/09/2018 |
12/09/2030 |
1,200,000,000 |
EUR |
0.00% |
|
|||||
FR0013359197 |
12/09/2018 |
12/09/2025 |
800,000,000 |
EUR |
0.00% |
|
|||||
FR0013396538 |
15/01/2019 |
15/01/2032 |
750,000,000 |
GBP |
0.00% |
|
|||||
FR0013396520 |
15/01/2019 |
15/01/2029 |
1,250,000,000 |
EUR |
0.00% |
|
|||||
FR0013413887 |
15/04/2019 |
Perpetual bond |
1,000,000,000 |
EUR |
0.00% |
|
|||||
FR0013421823 |
29/05/2019 |
29/05/2031 |
300,000,000 |
EUR |
0.00% |
|
|||||
CH0483180953 |
24/06/2019 |
24/11/2025 |
400,000,000 |
CHF |
0.00% |
|
|||||
CH0483180961 |
24/06/2019 |
22/06/2029 |
100,000,000 |
CHF |
0.00% |
|
|||||
FR0013428687 |
20/06/2019 |
12/06/2034 |
939,000,000 |
HKD |
0.00% |
|
|||||
FR0013433679 |
11/07/2019 |
11/07/2034 |
300,000,000 |
EUR |
0.00% |
|
|||||
FR0013444684 |
04/09/2019 |
04/09/2032 |
1,000,000,000 |
EUR |
0.00% |
|
|||||
FR0013444676 |
04/09/2019 |
04/09/2026 |
750,000,000 |
EUR |
1.50% |
|
|||||
FR0013444692 |
04/09/2019 |
04/09/2049 |
750,000,000 |
EUR |
0.00% |
|
|||||
FR0013447877 |
19/09/2019 |
Perpetual bond |
500,000,000 |
EUR |
0.00% |
|
|||||
FR0013506292 |
07/04/2020 |
07/07/2027 |
750,000,000 |
EUR |
0.13% |
|
|||||
FR0013506300 |
07/04/2020 |
07/04/2032 |
750,000,000 |
EUR |
0.07% |
|
|||||
FR0013534484 |
16/09/2020 |
16/09/2029 |
500,000,000 |
EUR |
0.00% |
|
|||||
FR00140005L7 |
15/10/2020 |
Perpetual bond |
700,000,000 |
EUR |
0.00% |
|
|||||
FR0014003B55 |
11/05/2021 |
Perpetual bond |
500,000,000 |
EUR |
1.50% |
|
|||||
FR0014004A06 |
29/06/2021 |
29/06/2034 |
800,000,000 |
EUR |
0.00% |
|
|||||
FR00140049Z5 |
29/06/2021 |
29/06/2026 |
700,000,000 |
EUR |
0.00% |
|
|||||
FR0014006ZC4 |
16/12/2021 |
16/12/2033 |
1,000,000,000 |
EUR |
0.00% |
|
|||||
FR001400AF72 |
18/05/2022 |
18/05/2032 |
500,000,000 |
EUR |
0.00% |
|
|||||
FR001400DY43 |
16/11/2022 |
16/11/2031 |
750,000,000 |
EUR |
0.00% |
|
|||||
FR001400GDJ1 |
18/04/2023 |
Perpetual bond |
1,000,000,000 |
EUR |
0.50% |
|
|||||
FR001400KKM2 |
11/09/2023 |
11/09/2035 |
500,000,000 |
EUR |
0.00% |
|
|||||
FR001400OXS4 |
10/04/2024 |
Perpetual bond |
700,000,000 |
EUR |
0.00% |
|
|||||
FR001400SMM1 |
17/09/2024 |
17/01/2035 |
600,000,000 |
EUR |
0.58% |
19. The Filer also conducted a diligent and good faith investigation to establish current Canadian ownership. To do so, the Filer excluded from its investigation the series of Subject Bonds (i) whose issuance was limited to "qualified investors" within the meaning of French and European regulations, (ii) whose par value exceeded €50,000 (iii) all of whose investors had been categorized as professional rather than as members of the public, and/or (iv) which had matured. Following this exercise, the Filer limited its verifications to ten series of Subject Bonds, which were subject to the reviews described below.
20. The Filer has engaged Broadridge Financial Solutions, Inc. (Broadridge) to obtain reports for the series of Subject Bonds denominated in U.S. dollars to determine: (i) the total number of Canadian holders and (ii) the total amount of principal held by such holders. However, these reports proved inconclusive and did not provide any useful information. Broadridge only has information for a limited subset of security tranches, namely those held by financial intermediaries acting on behalf of ultimate beneficiaries who have entered into a service agreement with Broadridge. In the absence of such an agreement, Broadridge has no data regarding the holders of a given class or series of securities.
21. The Filer has also instructed Euroclear to obtain reports for the series of Subject Bonds denominated in euros to determine: (i) the total number of Canadian holders and (ii) the total amount of principal held by such holders. However, these searches proved inconclusive for several series of the Subject Bonds and provided little useful information, since, under French law, an issuer's ability to identify its bondholders is limited to bonds issued after French Order No. 2014-863 of July 31, 2014, relating to corporate law. For the series of Subject Bonds for which information was available, no Canadian holders were identified.
22. The Filer also attempted to obtain information regarding the series of Subject Bonds denominated in pounds sterling and Swiss francs, but these searches proved inconclusive and did not provide any additional information on Canadian holders.
23. None of the Filer's securities are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation, CQLR, V-1.1, r. 5.
24. In the 12 months prior to this application, the Filer has not taken any steps that indicate there is a market for its securities in Canada, such as conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace in Canada where trading data is publicly reported.
25. The Filer has no current intention to seek financing by way of a distribution of securities to the public in Canada.
26. The Filer is not in default of securities legislation in any Reporting Jurisdiction.
27. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in the Reporting Jurisdictions.
28. The Filer undertakes to concurrently make available to any security holders in Canada all disclosure material (in French and English) required under applicable securities laws in France that are made available to security holders resident in France holding the same securities in the same manner as they are made available to security holders resident in France in accordance with French law or regulation. Additionally, the Filer undertakes that any continuous disclosure material that is mailed to security holders in France will also be sent similarly to any Canadian security holders to the extent they have so opted to receive such material by mail and that it is required to be sent to them by French law or regulation.
29. The Relief Sought will not affect the rights of the holders of Bonds.
30. The Filer is not eligible to use the simplified procedure under Policy Statement 11-206 respecting Process for Cease to be a Reporting Issuer Applications (PS 11-206) as its outstanding securities are beneficially owned by more than 15 security holders in Canada and more than 51 security holders worldwide.
31. The Filer is relying on the modified procedure pursuant to subsection 20(3) of PS 11-206, as (i) it is listed on a major foreign exchange, being Euronext Paris, and, subject to the qualifications and verifications stated above, it meets the 2% test described in subparagraph 20(1)(b) of PS 11-206 and (ii) its Canadian security holders will receive adequate continuous disclosure under the foreign securities law and exchange requirements of Euronext Paris.
32. The Filer issued a news release on April 18, 2025, announcing it had applied to the Decision Makers for a decision that it is not a reporting issuer and, if that decision were granted, the Filer would no longer be a reporting issuer in the Reporting Jurisdictions. The Filer received no complaints from holders of the Orange Shares or of the Bonds after the publication of the news release.
33. If each of the Decision Makers grants the Order Sought, the Filer will no longer be a reporting issuer in the Reporting Jurisdictions.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0253
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
January 30, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta and Quebec.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-43
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 534
December 11, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec, and Saskatchewan, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0690
dentalcorp Health Services Ltd.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
February 3, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-33
CI Investments Inc. and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from conflict of interest provisions in 111 of the Securities Act, and section 13.5 of NI 31-103 to permit investments by public and private investment funds into related underlying investments that are not reporting issuers -- relief also granted from related party transaction reporting requirements in section 117 of the Securities Act -- relief subject to certain conditions.
Securities Act, R.S.O. 1990, c. S.5, ss. 111(2)(b) and (c), 111(4), and 113 and 117.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1.
November 30, 2022
The principal regulator in the Jurisdiction has received an application (the Application) from CI and its affiliates (collectively, the Filer), on behalf of investment funds managed by the Filer subject to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) (the Existing Public Top Funds) and investment funds managed by the Filer that are not reporting issuers subject to NI 81-102 and NI 81-107 (the Existing Private Top Funds) and any future investment funds managed by the Filer that are, or will be, reporting issuers subject to NI 81-102 and NI 81-107 (the Future Public Top Funds, and together with the Existing Public Top Funds, thePublic Top Funds) or are not, or will not be, reporting issuers subject to NI 81-102 and NI 81-107 (the Future Private Top Funds, together with the Existing Private Top Funds, thePrivate Top Funds, and the Private Top Funds together with the Public Top Funds, theTop Funds). The Filer intends for one or more of the Top Funds, as appropriate, to invest a portion of its assets, directly or indirectly through a CI Look-Through Fund (as defined below), in CI Global Private Real Estate Fund (the Real Estate Fund) or in CI Adams Street Global Private Markets Fund (the Private Equity Fund and together with the Real Estate Fund, the Initial Underlying Investments) and/or in any other future collective investment scheme that is, or will be, managed by the Filer, an associate of CI (a CI Associate) or an Unrelated Manager (as defined below) that will have non-traditional investment strategies (the Future Underlying Investments and, together with the Initial Underlying Investments, the Underlying Investments) and therefore has applied for a decision under the securities legislation of the Jurisdiction (the Legislation):
1. exempting the Top Funds, including each CI Look-Through Fund (as defined below), from the restriction in the Legislation which prohibits:
(a) an investment fund from knowingly making an investment in a person or company in which the investment fund, alone or together with one or more related investment funds, is a substantial security holder
(b) an investment fund from knowingly making an investment in an issuer in which
i. any officer or director of the investment fund, its management company or distribution company or an associate of any of them or
ii. any person or company who is a substantial security holder of the investment fund, its management company or its distribution company
has a significant interest and
(c) an investment fund, its management company or its distribution company from knowingly holding an investment described in paragraph (a) or (b) above (collectively, the Related Issuer Relief);
2. exempting the Filer when it wishes to cause a Top Fund, directly or through a CI Look-Through Fund (as defined below), to invest in an Underlying Investment managed by the Filer or a CI Associate from the restriction in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) that prohibits a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as adviser, to invest in securities of any issuer in which a responsible person or an associate of a responsible person is a partner, officer or director, unless the fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase (the Consent Requirement Relief);
3. exempting the Filer, with respect to the Top Funds, including the CI Look-Through Funds (as defined below), from the requirement to prepare a report in accordance with the requirements of the Legislation of every transaction of purchase of securities from or sale of securities to any related person or company (the Reporting Relief);
4. exempting the Public Top Funds from the prohibition in paragraphs 2.5(2)(a), (a.1), (b), (c) of NI 81-102 to permit the Public Top Funds to invest in a CI Look-Through Fund (as defined below), subject to compliance with paragraphs 2.5(2)(d), (e) and (f) with respect to those investments (the Fund on Fund Relief); and
5. revoking the Original Decision (as such term is defined below) (the Revocation).
The Related Issuer Relief, the Consent Requirement Relief, the Reporting Relief, the Fund on Fund Relief and the Revocation are collectively, the Exemption Sought.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the Application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Québec, Prince Edward Island, Saskatchewan and Yukon (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
The Filer
1. CI is a corporation with its head office located in Toronto, Ontario.
2. CI is registered
(a) under the securities legislation of all provinces and territories of Canada as a portfolio manager
(b) under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager
(c) under the securities legislation of all provinces and territories of Canada as an exempt market dealer and
(d) under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
3. The Filer is the investment fund manager (each, an IFM) and portfolio manager of the Existing Public Top Funds and the Existing Private Top Funds (together, the Existing Top Funds) and the Filer will be the IFM and portfolio manager of the Future Public Top Funds and the Future Private Top Funds (together, the Future Top Funds). To the extent that the Filer is the IFM and portfolio manager of any Future Top Fund, the representations set out in this decision will apply to the same extent to such Future Top Fund.
4. CI will be the IFM and the portfolio manager of each CI Look-Through Fund (as defined below). The representations set out in this decision will apply to the same extent to each CI Look-Through Fund established in the future.
5. CI is also the manager and portfolio manager of the Initial Underlying Investments and the Filer or a CI Associate may be the manager and portfolio manager of the Future Underlying Investments. In addition, a manager that is not the Filer or a CI Associate (an Unrelated Manager) may also be such a manager and portfolio manager. To the extent that the Filer, a CI Associate or an Unrelated Manager is the manager and portfolio manager of any Future Underlying Investment, the representations set out in this decision will apply to the same extent to such Future Underlying Investment.
6. The Filer is, or will be, a "responsible person" of each Top Fund, each CI Look-Through Fund (as defined below) and each Initial Underlying Investment as that term is defined in NI 31-103. The Filer or a CI Associate will be a "responsible person" of each Future Underlying Investment, other than a Future Underlying Investment managed by an Unrelated Manager. Since the Filer or a CI Associate is, or will be, the manager of each Underlying Investment, other than an Underlying Investment managed by an Unrelated Manager, the Filer acts, or will act in a capacity in relation to the Underlying Investment similar to a "partner, officer or director" of the Underlying Investment, as contemplated in paragraph 13.5(2)(a) of NI 31-103.
7. CI and its Canadian affiliates are not in default of securities legislation in any Jurisdiction.
The Top Funds
8. The securities of each Public Top Fund are, or will be, qualified for distribution in one or more of the Jurisdictions and distributed to investors pursuant to a simplified prospectus, an annual information form, prospectus, ETF Facts, and/or Fund Facts, prepared in accordance with National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure, as applicable. Each Public Top Fund is, or will be, a reporting issuer under the securities legislation of one or more Jurisdictions.
9. The securities of each Private Top Fund are, or will be, distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus Exemptions (NI 45-106) and the Legislation. Each Private Top Fund has, or will have, an offering memorandum or statement of investment policies and guidelines, which is provided to investors. None of the Private Top Funds are, or will be, reporting issuers under the securities legislation of any Jurisdiction.
10. Each Top Fund may wish to invest in securities of the Underlying Investments, directly or indirectly through a CI Look-Through Fund (as defined below), and, as a result, the Filer is seeking the Exemption Sought in order to permit the Top Fund to make these investments. A Top Fund may wish to so invest directly or indirectly, provided the investment or investments is consistent with the Top Fund's investment objectives and strategies.
11. The Existing Top Funds are not in default of the securities legislation of any Jurisdiction.
12. Each Public Top Fund is subject to NI 81-107 and the Filer has established an independent review committee (an IRC) in order to review conflict of interest matters pertaining to its management of the Public Top Funds as required by NI 81-107.
The Underlying Investments
13. The Initial Underlying Investments are collective investment schemes that are established as open-ended trusts under the laws of Ontario. Future Underlying Investments may be structured as limited partnerships, trusts or corporations governed by the laws of a jurisdiction of Canada or the United States, and in certain cases, a tax-neutral jurisdiction, as is typically the case for collective investment vehicles providing exposure to non-traditional asset classes.
14. The Underlying Investments are not, or will not be, reporting issuers in any of the Jurisdictions. Securities of the Initial Underlying Investments are, and any Future Underlying Investment will be, distributed solely to investors in Canada pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 and the Legislation. Each Initial Underlying Investment has, or will have, an offering memorandum which is provided to investors.
15. Each Underlying Investment provides, or will provide exposure to non-traditional asset classes, such as real estate, private equity, venture capital and private credit.
16. The investment objective of the Real Estate Fund is to provide exposure to (i) the returns of the CBRE Global Investment Partners Global Alpha Fund (the Global Alpha Sub-Fund) or (ii) a selection of real estate investments selected by CBRE Global Investment Partners Limited or an affiliate in a manner that is generally consistent with the investment objectives, strategies and restrictions of the Global Alpha Sub-Fund. To achieve its investment objective, the Real Estate Fund will initially obtain exposure to the Global Alpha Sub-Fund by investing the net proceeds from subscriptions for units in an Irish corporation that will subscribe for units of the Global Alpha Sub-Fund. The Global Alpha Sub-Fund seeks to acquire a selection of investments, which together provide well-diversified exposure across global real estate markets, with the objective of generating a nominal total return over a market cycle of between 9% and 11% per annum in local currency net of its management fee and organizational and operational expenses. The Global Alpha Sub-Fund targets a distribution yield to investors of 5% per annum through direct and indirect investments in real estate and real estate-related assets in Europe, the Americas and the Asia Pacific region.
17. The investment objective of the Private Equity Fund is to seek attractive long-term capital appreciation through an evergreen investment structure by obtaining exposure to a globally diversified portfolio of private equity and private debt investments. To achieve its investment objective, the Private Equity Fund invests in a Cayman Islands exempted limited partnership master fund (Master Fund) through a Cayman Islands exempted company feeder fund. The feeder fund was established by Adams Street Partners, LLC (ASP Manager) for the purposes of investing in the Master Fund. ASP Manager acts as investment manager of the Master Fund.
18. The Underlying Investments are not, or will not be, investment funds as such term is defined under Canadian securities legislation. The Underlying Investments are, or will be, managed by the Filer, a CI Associate or an Unrelated Manager, as manager. The Filer may wish to have the Top Funds, directly or indirectly through a CI Look-Through Fund (as defined below), and each CI Look-Through Fund invest in Underlying Investments managed by the Filer, a CI Associate or an Unrelated Manager to an extent beyond that permitted by the Legislation, including as contemplated by the Related Issuer Relief.
19. The underlying assets to which the Underlying Investments will have exposure are and will be operated by entities that are at arms-length to the Filer and any CI Associate. The manager of the Underlying Investments, calculates, or will calculate, a net asset value (NAV) that will be used for the purposes of determining the purchase and redemption price of the securities of the Underlying Investments.
20. The value of the underlying portfolio assets of the Real Estate Fund is independently determined by CB Richard Ellis Group, Inc. or its affiliates, all of whom are at arm's length to the Filer, the Real Estate Fund, and the other Underlying Investments, on a quarterly basis. The value of the underlying portfolio assets of the Private Equity Fund will be independently determined by ASP Manager or its affiliates, all of whom are at arm's length to the Filer, the Private Equity Fund and the other Underlying Investments on a quarterly basis.
21. The manager of a Future Underlying Investment will determine the value of the underlying portfolio assets of the Future Underlying Investment on an at least quarterly basis. Consistent with the Initial Underlying Investments, if the Filer or a CI Associate is the manager of a Future Underlying Investment, that manager will base its valuation of the Future Underlying Investment on valuations of the underlying portfolio assets of that Future Underlying Investment that are independently determined by an entity that is at arm's length to the Filer and the Future Underlying Investment. Neither the Filer nor a CI Associate will have any involvement in the valuation of a Future Underlying Investment managed by an Unrelated Manager.
22. Each Underlying Investment produces, and will produce, audited financial statements on an annual basis, prepared in accordance with accounting principles generally accepted in Canada, the United States or a tax-neutral country, as applicable to the Underlying Investment, with an auditing firm that is qualified to so act in Canada, the United States or a tax-neutral country, as applicable, as the auditor of those financial statements. The Filer will have access to audited financial statements prepared by the Underlying Investments.
23. Neither of the Initial Underlying Investments is in default of the securities legislation of any Jurisdiction.
24. No Top Fund or a CI Look-Through Fund (as defined below) will actively participate in the business or operations of an Underlying Investment.
25. Investments by the Top Funds in the Initial Underlying Investments and Future Underlying Investments (as such term was defined in the Original Decision referred to immediately below) were the subject of an exemption similar to the Exemption Sought dated December 29, 2020 (the Original Decision). The Exemption Sought revokes the Original Decision and replaces it with this decision, given that the Original Decision only included Underlying Investments that were managed by the Filer and were established in Canada. The Exemption Sought permits investments by the Top Funds in Future Underlying Investments that include Underlying Investments established outside Canada and that are managed by CI Associates and Unrelated Managers, in addition to affiliates of CI and CI itself. The Exemption Sought also permits indirect investments by the Top Funds in Underlying Investments through investments in a CI Look-Through Fund (as defined below) and permits a CI Look-Through Fund to invest in Underlying Investments.
Investments by Top Funds in the Underlying Investments (directly or indirectly through a CI Look-Through Fund)
26. CI may establish private investment funds that will invest in one or more Underlying Investments. These private investment funds are referred to in this decision as CI Look-Through Funds. The CI Look-Through Funds may also invest in fixed income securities, listed equity securities, investment funds and/or exchange-traded funds, including investment funds managed by the Filer, for cash management purposes. CI will establish a CI Look-Through Fund, as it determines appropriate to allow for more efficient management of the Underlying Investments, including the management of liquidity, capital calls and distributions associated with the Underlying Investments. The Filer may cause one or more of the Top Funds to invest in the Underlying Investments indirectly through an investment in a CI Look-Through Fund.
27. An investment by a Top Fund in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, will only be made if the investment is, or will be, compatible with the investment objectives of the Top Fund and allows, or will allow, the Top Fund to obtain exposure to asset classes in which the Top Fund may otherwise invest directly. The Filer believes that the investment by a Top Fund in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, will provide the Top Fund with an efficient and cost-effective manner of pursuing portfolio diversification and asset diversification instead of purchasing securities or the underlying assets of each Underlying Investment, directly. The Top Fund will gain access to the investment expertise of the portfolio adviser of each Underlying Investment, as well as to their investment strategies and asset classes.
28. Investments by a Top Fund in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, will be effected at an objective price. The Filer's policies and procedures provide that an objective price, for this purpose, will be the NAV per security of the applicable class or series of the Underlying Investment or CI Look-Through Fund.
29. Each Public Top Fund is, or will be, valued and redeemable daily, while each Private Top Fund is or will be valued and redeemable either daily or on a weekly basis, and the Underlying Investments, including the CI Look-Through Funds, may be potentially subject to lock-up periods, early redemption penalties, and limitations on redemptions depending on the amounts being redeemed. A Top Fund will not invest in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, unless the portfolio manager of the Top Fund believes that the liquidity of the Top Fund's portfolio is adequately managed through other strategies.
Generally
30. The amount invested from time to time in an Underlying Investment or a CI Look-Through Fund, by a Top Fund, together with one or more other Top Funds, may exceed 20% of the outstanding voting securities of the Underlying Investment or CI Look-Through Fund. This may result by reason of a group of Top Funds providing initial investments into the Underlying Investment or CI Look-Through Fund on the start-up of the Underlying Investment or CI Look-Through Fund or as the Underlying Investment or CI Look-Through Fund winds down. As a result, each Top Fund could, together with one or more other Top Funds, become a "substantial security holder" of an Underlying Investment or CI Look-Through Fund within the meaning of section 110 of the OSA and contrary to section 111(2)(b) of the OSA. The Top Funds are, or will be, "related investment funds", as such term is defined in section 106(1) of the OSA by virtue of common management by the Filer.
31. In addition, from time to time, an officer or director of the Filer may have a "significant interest" in an Underlying Investment or a CI Look-Through Fund and/or a person or company who is a substantial security holder of the Top Fund, in which case the Filer may have a "significant interest" in the Underlying Investment or CI Look-Through Fund within the meaning of section 110 of the OSA, which, under section 111(2)(c) would prohibit the Top Funds from investing in the Underlying Investment or CI Look-Through Fund.
32. Since the Underlying Investments are not reporting issuers and are not "investment funds" pursuant to Canadian securities legislation, they are not subject to NI 81-102 and therefore the Top Funds are unable to rely upon the exemptions codified under NI 81-102 for investments by investment funds in other investment funds. Further, since the CI Look-Through Funds are not reporting issuers, the Public Top Funds are unable to rely upon the aforementioned exemptions when making investments in the CI Look-Through Funds. The Private Top Funds are unable to rely upon the aforementioned exemptions due to, among other things, the Private Top Funds and CI Look-Through Funds having different redemption and valuation dates.
33. In the absence of the Related Issuer Relief and the Fund on Fund Relief, as applicable, each Top Fund would be limited by the investment restrictions in the Legislation in terms of the extent to which they could invest in the Underlying Investments, directly or indirectly through a CI Look-Through Fund. Specifically, a Top Fund would be prohibited from (i) becoming a substantial security holder of an Underlying Investment or a CI Look-Through Fund together with other Top Funds and (ii) investing in an Underlying Investment or a CI Look-Through Fund in which an officer or director of the Filer has a significant interest or in which a person or company who is a substantial security holder of the Top Fund or the Filer, has a significant interest.
34. The action of the Filer in causing a Top Fund to invest in an Underlying Investment or in a CI Look-Through Fund, would require disclosure to the "client" and the prior written consent of the "client" to the investment. Paragraph 13.5(2)(a) of NI 31-103 prohibits these investments in these circumstances given that the Filer or a CI Associate manages the Underlying Investment and CI manages the CI Look-Through Fund, and hence acts in a capacity similar to a "partner, director or officer" and the Filer is a responsible person of the Top Funds. This prohibition does not apply to investments by the Top Funds in the Underlying Investments managed by Unrelated Managers.
35. According to the Legislation, every management company shall, in respect of each investment fund to which it provides services or advice, file a report of every transaction of purchase or sale of securities between the investment fund and any related person or company within 30 days after the end of the month in which it occurs.
36. In the absence of the Reporting Relief, the Filer, acting as the management company (as defined in the applicable securities laws) of the Top Funds and the CI Look-Through Funds, as applicable, would be required to file a report of every purchase and sale of securities by the Top Funds or CI Look-Through Funds, as applicable, of the Underlying Investments or CI Look-Through Funds, as applicable, managed by the Filer or every purchase or sale effected by the Top Funds through any related person or company with respect to which the related person or company received a fee either from the Top Funds or from the other party to the transaction or from both within 30 days after the end of the month in which such purchase or sale occurs (the Reporting Requirement).
37. It would be costly and time-consuming for the Top Funds and the CI Look-Through Funds to comply with the Reporting Requirement.
38. National Instrument 81-106 Investment Fund Continuous Disclosure requires the Public Top Funds to prepare and file annual and interim management reports of fund performance that include a discussion of transactions involving related parties to the Public Top Funds. Such disclosure is similar to that required under the Reporting Requirement and fulfills its objective to inform the general public about the transactions involving related parties to the Public Top Funds.
39. Subsection 6.2(3) of NI 81-107 provides an exemption for investment funds from the "investment fund conflict of interest investment restrictions" (as defined in NI 81-102) for purchases of related issuer securities if the purchase is made on an exchange. However, NI 81-107 does not apply to the Private Top Funds and the exemption in subsection 6.2(3) of NI 81-107 does not apply to purchases of non-exchange-traded securities and therefore does not apply to purchases of an Underlying Investment, directly or indirectly through a CI Look-through Fund, by a Public Top Fund.
40. A Top Fund's investment, directly or indirectly through a CI Look-Through Fund, in an Underlying Investment will represent the business judgment of a responsible person uninfluenced by considerations other than the best interests of the Top Fund.
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 provided that:
(a) securities of the Private Top Funds are distributed in Canada solely to investors pursuant to exemptions from the prospectus requirements in NI 45-106 or the Legislation;
(b) an investment by a Top Fund in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, will be compatible with the investment objective and strategy of such Top Fund and, each Top Fund, including each Private Top Fund, will comply with the investment restrictions and practices provided for in Part 2 of NI 81-102 in making such investments, in particular, the concentration restriction provided for in section 2.1, the control restriction provided for in section 2.2 and the illiquid assets restriction in section 2.4. Each Top Fund will treat securities of the Underlying Investments and of a CI Look-Through Fund as illiquid assets for these purposes. Each Top Fund, investing indirectly in an Underlying Investment, through a CI Look-Through Fund, will not invest more than 10% of its NAV, at the time of purchase, in securities of a CI Look-Through Fund;
(c) at the time of the purchase by a Top Fund or a CI Look-Through Fund of securities of an Underlying Investment, either the Underlying Investment holds no more than 10% of its NAV in securities of other investment funds or the Underlying Investment:
(i) has adopted a fundamental investment objective to track the performance of another investment fund or similar investment product;
(ii) purchases or holds securities of investment funds that are "money market funds" (as such term is defined in NI 81-102); or
(iii) purchases or holds securities that are "index participation units" (as such term is defined in NI 81-102) issued by an investment fund;
(d) in respect of an investment by a Top Fund in an Underlying Investment, directly or indirectly though a CI Look-Through Fund, no sales or redemption fees will be paid as part of the direct or indirect investment in the Underlying Investment, unless the Top Fund redeems its securities of an Underlying Investment, held directly or indirectly through a CI Look-Through Fund, during a lock-up period, in which case an early redemption fee may be payable by the Top Fund;
(e) in respect of an investment by a Top Fund in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, no management fees or incentive fees will be payable by the Top Fund that, to a reasonable person, would duplicate a fee payable by an Underlying Investment or CI Look-Through Fund, for the same service;
(f) the securities of an Underlying Investment managed by the Filer or a CI Associate or a CI Look-Through Fund held by a Top Fund will not be voted at any meeting of the security holders of the Underlying Investment or CI Look-Through Fund, except that the Top Fund may arrange for the securities of the Underlying Investment or CI Look-Through Fund it holds to be voted by the beneficial holders of securities of the Top Fund;
(g) where applicable, a Public Top Fund's investment in an Underlying Investment, directly or through a CI Look-Through Fund will be disclosed to investors in such Public Top Fund's quarterly portfolio holding reports and financial statements;
(h) where applicable, a Public Top Fund's investment in an Underlying Investment and in a CI Look-Through Fund will be disclosed to investors in such Public Top Fund in fund facts or ETF Facts, as applicable;
(i) the prospectus of a Public Top Fund discloses, or will disclose in the next renewal or amendment thereto following the date of a decision evidencing the Exemption Sought, the fact that the Public Top Fund may invest in an Underlying Investment, directly or indirectly through a CI Look-Through Fund and will refer to the nature of the relationships between the Filer and the managers of the Underlying Investments and the CI Look-Through Fund, as applicable;
(j) the offering memorandum or statement of investment policies and guidelines, where available, or other disclosure document of a Private Top Fund, will be provided to each new investor in a Private Top Fund prior to their purchase of securities of the Private Top Fund, and will disclose the following information at the next update of such document:
(i) that the Private Top Fund may purchase securities of one or more Underlying Investments, directly or indirectly through a CI Look-Through Fund;
(ii) the fact that the Filer is the IFM of the Private Top Fund and it or a CI Associate is also the manager of the Underlying Investments and CI is the manager of the CI Look-Through Funds, as applicable;
(iii) that the Filer does not anticipate that any fees or sales charges would be incurred, directly or indirectly, by the Private Top Fund with respect to an investment in an Underlying Investment, directly or indirectly through a CI Look-Through Fund, that, to a reasonable person, would duplicate a fee payable by the Private Top Fund to the Filer or its investors; and
(iv) that the Private Top Fund will comply with the investment restrictions and practices provided for in Part 2 of NI 81-102 in making such investments, in particular, the concentration restriction provided for in section 2.1, the control restriction provided for in section 2.2 and the illiquid assets restriction in section 2.4;
(k) the IRC of each Public Top Fund will review and provide its approval, including by way of standing instructions, prior to the purchase of an Underlying Investment, directly or indirectly through a CI Look-Through Fund, by the Public Top Fund, in accordance with section 5.2(2) of NI 81-107;
(l) the Filer complies with section 5.1 of NI 81-107 and the Filer and the IRC of each Public Top Fund will comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;
(m) if the IRC becomes aware of an instance where the Filer, in its capacity as manager of a Public Top Fund, did not comply with the terms of this decision, or a condition imposed by securities legislation or the IRC in its approval, the IRC of the Public Top Fund will, as soon as practicable, notify in writing the securities regulatory authority or regulator in the jurisdiction under which the Public Top Fund is organized;
(n) where an investment is made by a Public Top Fund, directly or indirectly through a CI Look-Through Fund, in an Underlying Investment that is managed by the Filer or a CI Associate, the annual and interim management reports of fund performance for the Public Top Fund will disclose the name of the related person in which an investment is made, being the Underlying Investment;
(o) where an investment is made by a Top Fund, directly or indirectly through a CI Look-Through Fund, in an Underlying Investment that is managed by the Filer or a CI Associate, the records of portfolio transactions maintained by the Top Fund include, separately for every portfolio transaction effected by a Top Fund by the Filer, the name of the related person in which an investment is made, being the Underlying Investment;
(p) a Top Fund will invest in, and redeem, each Underlying Investment, held directly or indirectly through a CI Look-Through Fund, at the NAV of the applicable securities of the Underlying Investment or the CI Look-Through Fund, which will be based on the valuation of the applicable portfolio assets to which the Underlying Investment has exposure, determined independently from the Filer or any CI Associate, as applicable, as contemplated in recital 21 above; and
(q) any Underlying Investment that a Top Fund invests in directly, or indirectly through a CI Look-Through Fund, will provide the Filer with audited annual financial statements as contemplated in recital 22 above.
Application File #: 2022/0351
Franklin Templeton Investments Corp.
National Policy 11-203 -- Existing and future investment funds granted exemption to invest in specified related UCITS ETFs whose securities would meet the definition of index participation unit in NI 81-102 but for the fact that they are listed on the Irish Stock Exchange -- relief is subject to certain conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(1)(2)(c), (e), (i) and 19.1.
April 18, 2022
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of pooled funds not subject to the provisions of National Instrument 81-102 Investment Funds (NI 81-102) other than section 2.5.1 of NI 81-102 of which the Filer is, or in the future will be, the manager (collectively, the Pooled Funds), for a decision under the securities legislation of the jurisdiction of the principal regulator (the Legislation) providing an exemption from sections 2.5.1(2)(c), (e), and (i) of NI 81-102 to permit each Pooled Fund to invest in securities of investment funds formed under either Legg Mason Global Funds Plc or Legg Mason Global Solutions Plc, each an Irish collective asset-management vehicle constituted as an umbrella fund with segregated liability between sub-funds and authorized by the Central Bank of Ireland pursuant to the UCITS Regulations (as defined below), (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) The Ontario Securities Commission is the principal regulator for the application; and
(b) The Filer has provided notice that Sub-section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this Application, unless otherwise defined.
Companies Act means the Companies Act 2014 (Ireland) as amended, all enactments which are to be read as one with, or construed or read together with, or as one with, the Companies Act 2014 (Ireland) and every statutory modification and re-enactment thereof for the time being in force.
CSSF means Commission de Surveillance du Secteur Financier of Luxembourg.
EU Directives means EU Council Directive 2009/65/EC of 13 July 2009 on the Coordination of Laws, Regulations and Administrative Provisions relating to UCITS, as amended, including but not limited to, Commission Directive 2010/43/EC, Commission Directive 2010/44/EC, and Commission Directive 2014/91/EC.
KIID means a Key Investor Information Document prepared by the UCITS Corporations for each of the Underlying Funds which contains disclosure similar to that required to be included in a fund facts document prepared under National Instrument 81-101 -- Mutual Fund Prospectus Disclosure.
LM Funds means Legg Mason Global Funds Plc, an investment company with variable capital, incorporated in Ireland pursuant to the Companies Act and the UCITS Regulation.
LM Solutions means Legg Mason Global Solutions Plc, an investment company with variable capital, incorporated in Ireland pursuant to the Companies Act and the UCITS Regulation.
UCITS means Undertaking for Collective Investments in Transferable Securities and refers to the investment funds authorized by the European Union as investment funds suitable to be distributed in more than one country in Europe.
UCITS Corporations means LM Funds and LM Solutions.
UCITS Funds means each of the existing sub-funds of the UCITS Corporations and other sub-funds of the UCITS Corporations established in the future under one of the UCITS Corporations.
UCITS Notices means the series of UCITS notices, memorandums, guidelines and letters issued by the Central Bank of Ireland.
UCITS Regulations means the regulations issued by European Union member states that implement the EU Directives.
Underlying Fund means a UCITS Fund.
Underlying Fund Manager means Franklin Templeton International Services S.à.r.l, or any successor affiliate, which serves as the promoter, investment manager and distributor to each sub-fund of the UCITS Corporations. The Underlying Fund Manager is an affiliate of the Filer.
The Filer and the Pooled Funds
1. The Filer is a corporation amalgamated under the laws of Ontario, having its head office in Toronto, Ontario.
2. The Filer is a wholly-owned subsidiary of Templeton International, Inc., a Delaware corporation, which is an indirect wholly-owned subsidiary of Franklin Resources, Inc. (FRI). FRI is a global investment management organization operating as Franklin Templeton. In addition to Canada, FRI and its subsidiaries maintain offices in more than 30 countries.
3. The Filer is registered as an investment fund manager in each of British Columbia, Alberta, Manitoba, Ontario, Québec, Nova Scotia and Newfoundland & Labrador. The Filer is registered as a portfolio manager, mutual fund dealer and exempt market dealer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland & Labrador and Yukon. The Filer is also registered as a Commodity Trading Manager in Ontario.
4. The Filer is, or will be, the manager of each of the Pooled Funds.
5. Each Pooled Fund is, or will be, an investment fund established under the laws of a Jurisdiction of Canada. None of the Pooled Funds are, or will be, a reporting issuer in any Jurisdiction.
6. None of the Pooled Funds are, or will be, subject to NI 81-102 except for section 2.5.1 of NI 81-102.
7. Some of the Pooled Funds prepare an offering memorandum with disclosure about the Pooled Funds for investors, which contains or will contain the disclosures required by section 2.5.1(2)(j) of NI 81-102. For Pooled Funds that do not prepare an offering memorandum, the disclosures required by section 2.5.1(j) will be included in a separate disclosure document or in the subscription or investment management agreement entered into by the client with the Filer in respect of the relevant Pooled Fund (each, a Client Agreement).
8. Neither the Filer nor any of the Pooled Funds are, or will be, in default of securities legislation in any of the Jurisdictions.
The Underlying Funds
9. The Underlying Funds are sub-funds of a UCITS Corporation and are subject to the UCITS Regulations. LM Solutions was incorporated on January 29, 2014 under registration number 538674. LM Funds was incorporated on January 13, 1998 under registration number 278601. The objective of each UCITS Corporation is the collective investment in transferable securities and other liquid financial assets of capital raised from the public and which operates on the basis of risk spreading.
10. The Underlying Funds are conventional mutual funds subject to investment restrictions and practices that are substantially similar to those applicable to mutual funds in Canada that are reporting issuers and subject to NI 81-102 in its entirety (NI 81-102 Funds). The Underlying Funds are available for purchase by the public in Europe and are generally not considered hedge funds. Each of the Underlying Funds is considered to be an "investment fund" and a "mutual fund" within the meaning of applicable Canadian securities legislation.
11. The Underlying Funds qualify as UCITS and the securities of the Underlying Funds are distributed in accordance with the UCITS Regulations. Each of the Underlying Funds is regulated by the Central Bank of Ireland.
12. The Underlying Funds are qualified for purchase by way of a prospectus, relating to the UCITS Corporations, and an individual prospectus supplement pertaining to each sub-fund of the UCITS Corporations, including each of the Underlying Funds. In addition to the prospectus and prospectus supplement, the UCITS Corporations prepare a KIID for each of the Underlying Funds.
13. The Underlying Fund Manager serves as the promoter, investment manager and distributor to each Underlying Fund. The Underlying Fund Manager, subject to the supervision of the directors of the UCITS Corporations is responsible for the investment management, distribution and marketing of the Underlying Funds. The Underlying Fund Manager provides an investment program for the Underlying Funds and manages the investment of the Underlying Funds' assets.
14. The Underlying Fund Manager, being subject to regulatory oversight by the CSSF, is subject to substantially equivalent regulatory oversight as the Filer, which is principally regulated by the OSC. In discharging its duties, the Underlying Fund Manager must conduct its business with due skill, care and diligence.
15. The Filer, the Underlying Fund Manager, and other affiliates of the Filer, make up the asset management business of Franklin Templeton. The Underlying Fund Manager is an indirect wholly-owned subsidiary of FRI. The Underlying Fund Manager is authorized by the CSSF and its investment management business includes management of other Irish and Luxembourg authorized collective investment schemes, as well as collective investment schemes in the United Kingdom, Delaware (U.S.), Cayman Islands and Romania.
16. The following third parties are involved in providing services in respect of the UCITS Corporations:
(a) BNY Mellon Fund Services (Ireland) Designated Activity Company (the Administrator) acts as its administrator, registrar and transfer agent, pursuant to an administration agreement. The Administrator is a designated activity company limited by shares incorporated in Ireland. The Administrator's main business activity is the provision of administrative services to collective investment schemes and other portfolios. The Administrator is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
(b) The Bank of New York Mellon SA/NV, Dublin Branch acts as depositary of the UCITS Corporations. The Bank of New York Mellon SA/NV is a limited liability company established in Belgium. The principal activity of The Bank of New York Mellon SA/NV is asset servicing, which is provided to both third-party and internal clients within The Bank of New York Mellon group. The Bank of New York Mellon SA/NV is regulated and supervised as a significant credit institution by the European Central Bank and the National Bank of Belgium for prudential matters and under the supervision of the Belgian Financial Services and Markets Authority for conduct of business rules. The depositary is also regulated by certain Irish regulators including the Central Bank for conduct of business rules as well as the Belgian supervision discussed above. The Bank of New York Mellon SA/NV is a wholly-owned subsidiary of BNY Mellon.
(c) PricewaterhouseCoopers LLP (PwC) serves as auditor.
17. The Underlying Funds are subject to the following regulatory requirements and restrictions pursuant to, and among others, the EU Directives, which are substantially similar to the requirements and restrictions set forth in NI 81-102:
(a) Each Underlying Fund is subject to a robust risk management framework through prescribed rules on governance, risk, regulation of service providers and safekeeping of assets.
(b) Each Underlying Fund is restricted to investing a maximum of 10% of its net assets in a single issuer.
(c) Each Underlying Fund is subject to investment restrictions designed to limit its holdings of illiquid securities to 10% or less of its net asset value (NAV).
(d) Each Underlying Fund holds no more than 10% of its NAV in securities of other investment funds, including other collective investment undertakings.
(e) Each Underlying Fund is subject to investment restrictions designed to limit holdings of transferrable securities which are not listed on a stock exchange or regulated market to 10% or less of the Underlying Fund's NAV.
(f) The rules governing the use of derivatives by the Underlying Funds are comparable to the rules regarding the use of derivatives under NI 81-102 with respect to the types of derivatives allowed to be used, issuer concentration, risk exposure in connection with mark to market value, the disclosure required in offering documents and the monitoring requirements, and with only a slight difference between the two regimes in connection with counterparty credit ratings (A-1 under NI 81-102 versus an effective rating requirement of A-2 for counterparties which are not regulated as credit institutions under the UCITS Regulations).
(g) The rules governing securities lending by the Underlying Funds are comparable to the rules regarding securities lending under NI 81-102 including an overall securities lending limit of 50% of the net assets of the Underlying Fund, the requirement to receive collateral of at least 102%, the inability to sell, reinvest or pledge non-cash collateral, and the right to immediately recall the securities loaned. While collateral received by the Underlying Funds is limited to cash or sovereign debt, the minimum credit rating of the latter is AA-, which is slightly slower than the designated rating under NI 81-102. Furthermore, the borrower under a securities lending transaction involving the Underlying Funds must be subject to prudential supervision rules equivalent to those prescribed under EU law.
(h) Each Underlying Fund makes its NAV available to the public at the close of business each day.
(i) Each Underlying Fund is required to prepare a prospectus and prospectus supplement that discloses material facts pertaining to each Underlying Fund. The prospectus, together with the corresponding prospectus supplement, provide disclosure that is similar to the disclosure required to be included in a simplified prospectus under NI 81-101 or in a prospectus under National Instrument 41-101 -- General Prospectus Requirements (NI 41-101).
(j) Each Underlying Fund publishes a KIID which contains disclosure similar to that required to be included in a fund facts document prepared under NI 81-101 or an ETF facts document under NI 41-101.
(k) Each Underlying Fund is subject to continuous disclosure obligations which are similar to the disclosure obligations of NI 81-102 Funds under NI 81-106.
(l) Any change in the investment objective or material change to the investment policy of an Underlying Fund will only be effected following the written approval of all shareholders of the Underlying Fund or a resolution of a majority of the voting shareholders of that Underlying Fund at a general meeting.
(m) The Underlying Fund Manager is subject to approval by the CSSF to permit it to manage and provide portfolio management advice to each Underlying Fund and is subject to an investment management agreement which sets out a duty of care and a standard of care requiring the Underlying Fund Manager to act in the best interest of each Underlying Fund and the shareholders of each Underlying Fund.
(n) All activities of the Underlying Fund Manager must be conducted at all times in accordance with the UCITS Regulations, the UCITS Notices and the investment policy of each Underlying Fund and are at all times subject to the supervision of the board of directors of the UCITS Corporations and FTIF.
(o) PwC, as auditor of each Underlying Fund is required to prepare an audited set of accounts for each Underlying Fund at least annually.
Investment by Pooled Funds in the Underlying Funds
18. The investment objective and strategies of each Pooled Fund are, or will be, disclosed in each Pooled Fund's offering memorandum or Client Agreement and any Pooled Fund that invests in an Underlying Fund will be permitted to do so in accordance with its investment objective and strategies.
19. In particular, the investment strategies of each Pooled Fund stipulate, or will stipulate, that the Pooled Fund may invest a portion of its assets in other investment funds, domestic and foreign, which will permit each Pooled Fund to invest in an Underlying Fund.
20. The offering memorandum, separate disclosure document or Client Agreement of each Pooled Fund provides, or will provide, all disclosure mandated for investment funds investing in other investment funds.
21. There will be no duplication of management fees or incentive fees as a result of an investment by a Pooled Fund in an Underlying Fund.
22. The amount of loss that could result from an investment by a Pooled Fund in an Underlying Fund will be limited to the amount invested by the Pooled Fund in such Underlying Fund.
23. No sales charges or redemption fees will be paid by a Pooled Fund relating to a subscription for, or redemption of, securities of an Underlying Fund.
Rationale for Investment in the Underlying Funds
24. The Filer believes that it is in the best interests of the Pooled Funds that they be permitted to invest in the Underlying Funds, because such investment would provide an efficient and cost-effective way for the Pooled Funds to achieve diversification and obtain unique exposures to the markets in which the Underlying Funds invest.
25. The investment objectives and/or strategies of the Pooled Funds, which contemplate or will contemplate investment in global or international securities, permit or will permit the allocation of assets to global or international securities. As economic conditions change, the Pooled Funds may reallocate assets, including on the basis of asset class or geographic region. A Pooled Fund will invest in an Underlying Fund to gain exposure to certain unique strategies in global or international markets in circumstances where it would be in the best interests of the Pooled Fund to do so through an investment in an investment fund offered elsewhere rather than through investments in individual securities. For example, a Pooled Fund will invest in the Underlying Funds in circumstances where certain investment strategies preferred by the Pooled Funds are either not available or not cost effective to be implemented through investments in individual securities.
26. By investing in the Underlying Funds, the Pooled Funds will obtain the benefits of diversification, which would be more expensive and difficult to replicate using individual securities. This will reduce single issuer risk.
27. Investment by a Pooled Fund in an Underlying Fund meets, or will meet, the investment objective of such Pooled Fund.
28. An investment by a Pooled Fund in securities of each Underlying Fund will represent the business judgement of responsible persons uninfluenced by considerations other than the best interests of the Pooled Fund.
29. Absent the Requested Relief, the condition in paragraph 2.5.1(2)(c) of NI 81-102 would prohibit a Pooled Fund that is an investment fund from purchasing or holding securities of an Underlying Fund because the Underlying Fund is not required by the UCITS Regulations to file annual financial statements within 90 days of the end of the financial year but rather within 4 months (approximately 120 days) of the end of the financial year.
30. Absent the Requested Relief, the condition in paragraph 2.5.1(2)(e) of NI 81-102 would prohibit a Pooled Fund that is an investment fund from purchasing or holding securities of an Underlying Fund because the Underlying Fund prepares its financial statements in accordance with U.K. GAAP, which is not one of the enumerated standards in that condition. U.K. GAAP is based on IFRS for small and medium enterprises, which is a simplified IFRS standard developed by the IASB.
31. Absent the Requested Relief, the condition in paragraph 2.5.1(2)(i) of NI 81-102 would prohibit a Pooled Fund that is an investment fund from purchasing or holding securities of an Underlying Fund because the Underlying Fund values holdings in other collective investment schemes based on the last published price for the collective investment scheme which, considering the time lags between Europe and Canada, will typically be the prior day's NAV of the collective investment scheme.
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 provided that:
a. the Underlying Funds qualify as UCITS and are distributed in accordance with the UCITS Regulations, which subject the Underlying Funds to investment restrictions and practices that are substantially similar to those that govern the NI 81-102 Funds;
b. the investment of the Pooled Funds in the Underlying Funds otherwise complies with section 2.5.1 of NI 81-102 when investing in the Underlying Funds, and the Pooled Funds' offering memorandum or Client Agreement will provide all applicable disclosure mandated for pooled funds investing in other investment funds that are not reporting issuers;
c. the Underlying Funds prepare annual financial statements for its most recently completed financial year, and obtain an auditor's report with respect to those statements, within 120 days after the end of that financial year;
d. An investment in an Underlying Fund by a Pooled Fund will be effected at the net asset value per security of the applicable class or series of the applicable Underlying Fund; and
e. a Pooled Fund shall not acquire any additional securities of an Underlying Fund and shall dispose of any securities of an Underlying Fund then held in the event the regulatory regime applicable to the Underlying Funds is changed in any material way.
Application File #: 2022/0048
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
||
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
FuelPositive Corporation |
January 29, 2026 |
__________ |
|
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Realbotix Corp. |
January 30, 2026 |
__________ |
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
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Filing #: 06367981
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Filing #: 06244376
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Filing #: 06371782
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Filing #: 06318113
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Filing #: 06313929
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Filing #: 06387176
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Filing #: 06387243
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Filing #: 06391797
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Filing #: 06388540
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Filing #: 06388441
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Filing #: 06387178
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Filing #: 06388736
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Filing #: 06392171
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Filing #: 06326105
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Filing #: 06381968
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Filing #: 06383591
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Filing #: 06309327
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Filing #: 06384781
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Filing #: 06345172
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Filing #: 06349571
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Type |
Company |
Category of Registration |
Effective Date |
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Change in Registration Category |
Timbercreek Investment Management Services Inc. |
From: Restricted Portfolio Manager, Exempt Market Dealer and Investment Fund Manager |
February 2, 2026 |
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To: Portfolio Manager, Exempt Market Dealer and Investment Fund Manager |
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