Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System – National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – National Instrument 33-109 Registration Information (NI 33-109) – relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals pursuant to an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.
National Instrument 33-109 Registration Information and Companion Policy 33-109CP.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

December 16, 2014

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
INTERGLOBE FINANCIAL SERVICES CORP.
(INTERGLOBE)

AND

HUB CAPITAL INC.
(HUB AND TOGETHER WITH INTERGLOBE,
THE FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from the requirements contained in sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer of dealing representatives, permitted individuals and business locations from Interglobe to Hub (the Bulk Transfer), on December 31, 2014 (the Amalgamation Date) in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a)           the Ontario Securities Commission is the principal regulator for this application; and

(ii)           the Filers have 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 Alberta, British Columbia, Manitoba, New Bruns-wick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec, Saskatchewan, Northwest Territories and Yukon.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

Hub

1.             Hub is a corporation amalgamated pursuant to the Business Corporations Act (Canada) and has its principal office located at 400-1565 Carling Avenue, Ottawa, ON, K1Z 8R1.

2.             Hub is a wholly-owned subsidiary of Hub International Canada West ULC.

3.             Hub is a member of the Mutual Fund Dealers Association of Canada (the MFDA) and is registered in each of the jurisdictions as a dealer in the category of mutual fund dealer.

4.             Hub is in compliance with all of the MFDA’s requirements and is not in default of the securities legislation in any of the jurisdictions in which it is registered.

Interglobe

5.             Interglobe is a corporation incorporated pursuant to the Business Corporations Act (Ontario) and has its principal office located at 1001 – 3700 Steeles Avenue West, Woodbridge, ON, L4L 8M9.

6.             Interglobe is a wholly-owned subsidiary of MGA Partners Inc.

7.             Interglobe is a member of the MFDA and is regis-tered in each of the provinces of New Brunswick, Nova Scotia, Newfoundland and Labrador, Ontario and Prince Edward Island as a dealer in the category of mutual fund dealer. Interglobe is also registered as a dealer in the category of exempt market dealer in each of the provinces of New Brunswick, Nova Scotia, Newfoundland and Labrador, Ontario and Prince Edward Island.

8.             Interglobe is in compliance with all of the MFDA’s requirements and is not in default of the securities legislation in any of the jurisdictions in which it is registered.

The Amalgamation

9.             On October 28, 2014, the MFDA issued a letter approving (i) the transaction whereby an affiliate of Hub acquired all of the issued and outstanding shares of MGA Partners Inc. and, thereby, Interglobe; and (ii) the amalgamation of Interglobe and Hub.

10.          Subject to the necessary approvals, the Filers intend to amalgamate on the Amalgamation Date. The company that will result from the amalgamation of Interglobe and Hub (Amalco) will be known as Hub Capital Inc. and will retain Hub’s head office and National Registration Database (NRD) number.

11.          Amalco’s registration will encompass the registration categories and jurisdictions of both Interglobe and Hub immediately prior to the amalgamation.

12.          On the Amalgamation Date, all Interglobe dealing representatives and permitted individuals, other than Julie Yim, Chief Compliance Officer of Interglobe, will be transferred to Amalco on NRD (Transferred Individuals) in addition to the affected business locations.

13.          Effective on the Amalgamation Date, Amalco will carry on the same business as the Filers and all of the registerable activities of the Filers will be carried out by Amalco. Subject to obtaining the Exemption Sought, no disruption in the services provided by the Filers to their clients will result further to the amalgamation.

14.          Given the number of Transferred Individuals in connection with the amalgamation, it would be unduly time consuming and difficult to transfer the registration of each of the Transferred Individuals on an individual basis through NRD in accordance with NI 33-109 if the Exemption Sought is not granted.

15.          The Bulk Transfer will ensure that the transfer of the affected individuals and business locations occur effective as of the same date, the Amalgamation Date, in order to ensure that there is no interruption in registration.


16.          The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in Section 3.4 of the Companion Policy to NI 33-109 and Appendix C thereto.

17.          It would not be prejudicial to the public interest to grant the Exemption Sought.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

“Marianne Bridge”
Deputy Director
Compliance and Registrant Regulation
Ontario Securities Commission