Securities Law & Instruments

Headnote

 

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Revocation of an order granted to Bloomberg Tradebook Canada Company (the “Applicant’) dated April 28, 2005 that is no longer required as the Applicant is not operating a marketplace in the jurisdictions.

 

Instrument Cited

 

Securities Act, R.S.O. 1990, c. S.5, s. 144.

National Instrument 21-101 Marketplace Operation.

 

March 28, 2017

 

IN THE MATTER OF

NATIONAL INSTRUMENT 21-101

MARKETPLACE OPERATION (NI 21-101) AND

NATIONAL INSTRUMENT 23-101

TRADING RULES (NI 23-101)

 

AND

 

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

MANITOBA AND QUEBEC

 

AND

 

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS

IN MULTIPLE JURISDICTIONS

 

AND

 

IN THE MATTER OF

BLOOMBERG TRADEBOOK CANADA COMPANY

(the Filer)

 

AND

 

IN THE MATTER OF

BLOOMBERG TRADEBOOK CANADA COMPANY

MUTUAL RELIANCE REVIEW SYSTEM

DECISION DOCUMENT DATED APRIL 28, 2005

 

DECISION

 

Background

 

The local securities regulatory authority or regulator in each of the Jurisdictions (defined below) has received an application (the Application) on behalf of the Filer for a Decision (the Decision) revoking an order granted by the Ontario Securities Commission (the OSC) under the Mutual Reliance Review System, dated April 28, 2005 (the 2005 Order).

 

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

 

(a)           the OSC 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 is intended to be relied upon in the passport jurisdictions of British Columbia, Alberta, Manitoba and Quebec (the Passport Jurisdictions and together with Ontario, the Jurisdictions).

 

Interpretation

 

Terms defined in the securities legislation of Ontario and the Passport Jurisdictions, National Instrument 14-101 Definitions, NI 21-101 and NI 23-101 have the same meanings in this Decision. Certain other terms have the meanings given to them above or below.


“Bloomberg ALLQ” means the search engine offered by the Applicant to Permitted Users that may be used to search for quotations on and obtain access to trading in fixed-income securities that appear elsewhere on the BLOOMBERG PROFESSIONAL service.

 

“Bloomberg BondTrader System” means the electronic bulletin board system offered by the Applicant to Permitted Users that displays composite quotations in fixed-income securities.

 

“Bloomberg Fixed-Income Systems” means, collectively, Bloomberg ALLQ and Bloomberg BondTrader System.

 

“Customers” means Permitted Users that are customers of the Dealers and are enabled by the Dealers to use the Bloomberg Fixed-Income Systems, as applicable.

 

“Dealers” means brokers and investments dealers that are Permitted Users that may post quotations on Bloomberg ALLQ and provide trading access to Customers through the Bloomberg Fixed-Income Systems.

 

“Permitted Users” means brokers, investment dealers and institutional investors located in the Provinces of Ontario, British Columbia, Quebec, Manitoba and Alberta who are subscribers to the BLOOMBERG PROFESSIONAL service and who represent under contractual arrangements with the Applicant that they are an “Institutional Investor”, as defined in the 2005 Order.

 

Representations

 

This Decision is based on the following facts represented by the Filer:

 

1.             The Applicant is a Nova Scotia unlimited liability company incorporated on February 15, 2001 and is 100% owned by Bloomberg Canada LLC, a Delaware limited liability company, formed on February 1, 2001. Bloomberg Canada LLC is 100% owned by Bloomberg L.P., a Delaware U.S. limited partnership.

 

2.             The Applicant is currently registered as an investment dealer in British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario and Quebec and is a member of the Investment Industry Regulatory Organization of Canada.

 

3.             The Applicant offers the Bloomberg Fixed-Income Systems to Permitted Users in Canada.

 

4.             Effective after close of business on July 29, 2016, the Applicant eliminated equity securities marketplace functionality and therefore no longer offers an internal order-matching facility which constitutes an ATS under NI 21-101, as described in paragraph 3 of the 2005 Order.

 

5.             Paragraph 4 of the 2005 Order indicates that the Bloomberg Fixed-Income Systems have an “inquiry” function that allows Customers to transmit a general and non-binding “Bid Wanted” or “Offer Wanted” notice to Dealers that have authorized the particular Customer. At the time of the 2005 Order, it was determined that this “inquiry” function would constitute an ATS under NI 21-101.

 

6.             The Bloomberg Fixed-Income Systems continue to offer an “inquiry” function and other communication functions. However, orders sent through the Bloomberg Fixed-Income Systems are not executed in the systems. Also, there are not established, non-discretionary methods under which orders interact with each other in the Bloomberg Fixed-Income Systems. Therefore, the Bloomberg Fixed-Income Systems do not constitute an ATS under NI 21-101.

 

7.             The Applicant does not offer any other functions that would constitute a marketplace under the securities legislation of the Jurisdictions.

 

8.             The Applicant is not in default of securities legislation in any of the Jurisdictions.

 

Decision

 

The principal regulator is satisfied that the Decision meets the test set out in the legislation of the Jurisdictions for the principal regulator to make the Decision.

 

The Decision of the principal regulator is that the 2005 Order is revoked.

 

“Tracey Stern”

Manager

Ontario Securities Commission