Exemption Orders (Discretionary)
CIBC WORLD MARKETS INC.
2001 BCSECCOM 203
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Relief granted from the underwriting conflict provisions of the Rules on the basis that if the proposed multi-jurisdictional instrument 33-105 were in effect, no such relief would be required. An independent underwriter will underwrite at least 20% of each offering and the disclosure prescribed by part 2 of 33-105 will be made.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 48
Securities Rules, R.B.C. Reg. 194/97, s. 78(2)
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIA, ALBERTA, QUÉBEC AND NEWFOUNDLAND
AND
IN THE MATTER OFTHE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF CIBC WORLD MARKETS INC.
AND
CANADIAN IMPERIAL BANK OF COMMERCE
MRRS DECISION DOCUMENT
WHEREAS the securities regulatory authority or regulator (the “Decision Maker”) in each of Ontario, British Columbia, Alberta, Québec and Newfoundland (the “Jurisdictions”) has received an application from CIBC World Markets Inc. (the “Filer”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the requirement (the “Independent Underwriter Requirement”) contained in the Legislation which restricts a registrant from acting as an underwriter in connection with a distribution of securities by an issuer made by means of a prospectus, where the issuer is a connected issuer (or the equivalent) or a related issuer (or the equivalent) of the registrant unless a portion of the distribution at least equal to that portion underwritten by non-independent underwriters is underwritten by independent underwriters shall not apply to the Filer in respect of proposed distributions from time to time (individually an “Offering” and collectively the “Offerings”) of Non-Cumulative Class A Preferred Shares, Non-Cumulative Class B Preferred Shares or unsecured debt securities (the “Offered Securities”) of Canadian Imperial Bank of Commerce (the “Issuer”), pursuant to a short form shelf prospectus of the Issuer dated August 17, 1999 (the “Prospectus”) and prospectus supplements (“Prospectus Supplements”) thereto;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Issuer is a reporting issuer under the Legislation of each Jurisdiction and is not in default of any requirements of the Legislation.
2. The business of the Issuer is a diversified financial institution governed by the Bank Act (Canada).
3. The common shares of the Issuer are listed on The Toronto Stock Exchange.
4. The head office of the Filer is in Ontario.
5. The Issuer filed the Prospectus with the securities regulatory authority or regulator in each of the provinces and territories of Canada (with the exception of Nunavut) in accordance with the procedures set out in National Policy Statement No. 44, and a receipt for the Prospectus was issued by the Ontario Securities Commission on August 17, 1999 on behalf of the securities regulatory authority or regulator in each of the provinces and Territories of Canada (with the exception of Nunavut).
6. The Issuer will enter into an underwriting agreement with the Filer in respect of each Offering and at least one other registrant (an “Independent Underwriter”) whereby the Issuer will agree to issue and sell, and the Underwriters will agree to purchase, the Securities under such Offering. The Independent Underwriter will purchase at least 20% of the Securities offered under each Offering.
7. The Independent Underwriter will be an independent underwriter as defined in the draft of Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (the “Proposed Instrument”).
8. The Issuer will not be a “related issuer” or “connected issuer” (as those terms are defined in the Proposed Instrument) of the Independent Underwriter.
9. By virtue of the Filer being a wholly-owned subsidiary of the Issuer, the Issuer is a “related issuer” (or its equivalent) of the Filer, and may, in connection with any Offering, be a “connected Issuer” (or the equivalent) of the Filer.
10. The Filer will receive no benefit under the Offerings other than the payment of its fees in connection with the Offerings.
11. The nature and details of the relationship between the Issuer and the Filer will be described in each Prospectus Supplement. Each Prospectus Supplement will contain the information specified in Appendix “C” of the Proposed Instrument.
12. Each Prospectus Supplement will identify the Independent Underwriter and disclose the role of the Independent Underwriter in the structuring and pricing of the Offering and in the due diligence activities performed by the Independent Underwriter.
13. Each Prospectus Supplement will contain the requisite certificate signed by each Underwriter.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of each Decision Maker (the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers, under the Legislation, is that the Independent Underwriter Requirement shall not apply to the Filer in connection with the Offerings provided that:
(1) an Independent Underwriter underwrites at least 20 per cent of the dollar value of the Offering;
(2) an Independent Underwriter participates in each Offering as stated in paragraph 12 above;
(3) each Prospectus Supplement contains the disclosure stated in paragraph 12 above; and
(4) the relationship between the Issuer and the Filer is disclosed in each Prospectus Supplement.
DATED this 17th day of January, 2001.
David Brown John Geller