Securities Law & Instruments

Headnote

Application in connection with application for registration as an international dealer, for an order pursuant to section 211 of the Regulation exempting the applicant from the requirement in subsection 208(2) of the Regulation that it carry on the business of an underwriter in a country other than Canada to be able to register in Ontario as an international dealer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(1).

Regulations Cited

Regulation made under the Securities Act, R.R.O., Reg. 1015, as am., ss. 100(3).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

R.R.O. 1990, REGULATION 1015,

AS AMENDED (the Regulation)

AND

IN THE MATTER OF

CATHAY FINANCIAL LLC

 

ORDER

(Section 211 of the Regulation)

UPON the application (the Application) of Cathay Financial LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order, pursuant to section 211 of the Regulation, exempting the Applicant from the requirement in subsection 208(2) of the Regulation that the Applicant carry on the business of an underwriter in a country other than Canada, in order for the applicant to be registered under the Act as a dealer in the category of "international dealer";

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant has filed an application for registration as a dealer under the Act in the category of "international dealer" in accordance with section 208 of the Regulation. The Applicant is not presently registered in any capacity under the Act.

2. The Applicant is a limited liability company formed under the laws of the State of New York and having its principal place of business in the city of New York;

3. The Applicant is registered in the United States of America (the USA) as a broker-dealer under the Securities Exchange Act of 1934;

4. The Applicant is a member in good standing of the National Association of Securities Dealers in the USA;

5. The Applicant is registered as a broker-dealer in twenty-three (23) state jurisdictions in the USA and in the District of Columbia, and is registered to carry on investment business with the Financial Services Authority in the United Kingdom;

6. The Applicant's principal business is in providing independent research and broker-dealer services to institutional clients through offices located in New York and London;

7. The Applicant does not currently act as an "underwriter" (as defined in subsection 1(1) of the Act) in the USA or in any jurisdiction outside of the USA;

8. The Applicant is requesting that it be exempted from the requirement under subsection 208(2) of the Regulation that the Applicant carry on the business of an underwriter in a country other than Canada as a condition of registration as a dealer in the category of international dealer;

9. In the absence of the relief requested in the Application, the Applicant would not meet the requirements of the Regulation for registration as an "international dealer" as it does not carry on the business of an underwriter in a country other than Canada;

10. The Applicant does not currently act as an underwriter outside Ontario and will not act as an underwriter in Ontario if it is registered under the Act as an "international dealer", despite the fact that subsection 100(3) of the Regulation provides that an "international dealer" is deemed to have been granted registration as an underwriter for the purposes of a distribution which it is permitted to make.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 211 of the Regulation, that, in connection with the registration of the Applicant as a dealer under the Act in the category of "international dealer", the Applicant is exempt from the provisions of subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a country other than Canada, provided that, so long as the Applicant is registered under the Act as an "international dealer":

(a) the Applicant carries on the business of a dealer in a country other than Canada; and

(b) notwithstanding subsection 100(3) of the Regulation, the Applicant does not act as an underwriter in Ontario.

November 14, 2003.

"H. Lorne Morphy"
"Robert W. Korthals"