The Canadian Depository for Securities Limited et al. – s. 147

Order


IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(Act)

AND

IN THE MATTER OF
THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED AND
CDS CLEARING AND DEPOSITORY SERVICES INC., AND
CDS INNOVATIONS INC.

ORDER
(Section 147 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, as varied and restated on December 21, 2012 and as varied on December 7, 2012, May 1, 2013, June 25, 2013, June 24, 2014, January 27, 2015, March 27, 2015, December 20, 2016, February 28, 2018 and September 25, 2018 pursuant to section 21.2 of the Act continuing the recognition of The Canadian Depository for Securities Limited (CDS Ltd.) and CDS Clearing and Depository Services Inc. (CDS Clearing) as clearing agencies (Order):

AND WHEREAS CDS Ltd. has two subsidiaries: CDS Clearing and CDS Innovations Inc. (CDS Innovations);

AND WHEREAS Schedule B, Section 22.4 of the Order requires, among other things, that CDS Ltd. (i) file its unaudited interim financial statements in accordance with the International Financial Reporting Standards (IFRS), and (ii) provide its interim and annual financial statements on a separated and consolidate basis;

AND WHEREAS Schedule B, Section 22.5 of the Order requires, among other things, that CDS Ltd. file unaudited interim financial statements and audited annual financial statements for CDS Innovations, in each case prepared in accordance with IFRS;

AND WHEREAS Schedule B, Section 25.4 of the Order requires, among other things, that CDS Clearing file its unaudited interim financial statements prepared in accordance with IFRS;

AND WHEREAS pursuant to Section 147 of the Act, CDS Ltd. and CDS Clearing have applied (Application) to the Commission for exemptive relief from (i) the requirement to include notes in CDS Ltd.’s unaudited consolidated interim financial statements, (ii) the requirement to include notes in CDS Innovation’s interim and annual financial statements, (iii) the requirement to include notes in CDS Clearing’s unaudited interim financial statements, (iv) the requirement to prepare and provide non-consolidated interim and annual financial statements for CDS Ltd., and (v) the requirement to audit the annual financial statements of CDS Innovations;

AND WHEREAS based on the Application and the representations that CDS has made to the Commission, it is the Commission's opinion that it would not be prejudicial to the public interest to issue an order granting the requested exemptions;

IT IS ORDERED that pursuant to Section 147 of the Act:

1)            CDS Ltd. is hereby exempted from the requirement to include notes in its unaudited consolidated interim financial statements, provided that CDS Ltd. will notify the Commission each time there are any significant changes to the accounting policies and/or estimates used in the last set of annual audited financial statements;

2)            CDS Ltd. is hereby exempted from the requirement to include notes in CDS Innovation’s interim and annual financial statements;

3)            CDS Clearing is hereby exempted from the requirement to include notes in its unaudited interim financial statements, provided that CDS Clearing will notify the Commission each time there are any significant changes to the accounting policies and/or estimates used in the last set of annual audited financial statements;

4)            CDS Ltd. is hereby exempted from the requirement to prepare and provide non-consolidated interim and annual financial statements; and

5)            CDS Ltd. is hereby exempted from the requirement to audit the annual financial statements of CDS Innovations, provided that such financial statements are prepared using the same accounting policies and/or estimates as those used in the preparation of the financial statements for each of CDS Ltd. and CDS Clearing.

DATED at Toronto this 18th day of January, 2019.

“Janet Leiper”

“Lawrence P. Haber”