Exemption Orders (Discretionary)
3884970 CANADA INC.
2001 BCSECCOM 800
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF 3884970 CANADA INC. AND CIBC SECURITIES INC.
Exemption Order Under Section 48
[para 1]
WHEREAS 3884970 Canada Inc. ("3884970") and CIBC Securities Inc. ("CIBC SI" and, together with 3884970, the "Applicants") have applied for an order under section 48 of the Securities Act, R.S.B.C. 1996, c. 418 that the Applicants and all of CIBC SI’s salespersons registered under the Act (the "Salespeople") be exempt from the requirements contained in sections 34(2), 42(1)(b), 42(1)(c) and 42(3) of the Act to file the required forms and pay the prescribed fees (the "Filing Requirements") in connection with the transfer of the Salespeople as part of an intended reorganization of the Applicants (the "Reorganization");
[para 2]
AND WHEREAS the Applicants have represented to the Executive Director that:
1. CIBC SI currently acts as the principal distributor as well as the manager and trustee of three families of mutual funds, the "CIBC Mutual Funds", the "Imperial Pools" and the "CIBC Protected Funds" (collectively the "Mutual Funds");
2. the Reorganization includes the following steps:
a. 3884970, a wholly-owned subsidiary of Canadian Imperial Bank of Commerce having the same directors and officers as those presently with CIBC SI, becomes a registered mutual fund dealer in each of the provinces and territories of Canada;
b. 3884970 acquires all of CIBC SI’s mutual fund distribution business and becomes the principal distributor of the Mutual Funds;
c. the Salespeople are transferred to 3884970 such that they become registered salespersons of 3884970 (the "Transfer");
d. CIBC SI changes its name to a numbered company;
e. 3884970 changes its name to "CIBC Securities Inc."; and
f. CIBC SI is voluntarily wound up;
3. the Reorganization is scheduled to be effective as of August 3, 2001;
[para 3]
AND WHEREAS the Executive Director considers that it would not be prejudicial to the public interest to do so;
[para 4]
IT IS ORDERED under section 48 of the Act that the Applicants and the Salespeople are exempt from the Filing Requirements in connection with the Transfer provided that:
1. in connection with the Transfer and in lieu of filing the prescribed forms, the Applicants file alternative forms with the Commission that are acceptable to the Commission; and
2. within 15 days of the date of this order, the Applicants advise the Commission of any discrepancies between the information contained in the Commission’s list of transferred Salespeople and information known to the Applicants.
[para 5]
DATED August 3, 2001.
Derek E. Patterson
Manager