Exemption Orders (Discretionary)
NATIONAL BANK OF CANADA
Click on the Adobe icon to launch the Acrobat Reader
2003 BCSECCOM 79
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – relief from the underwriting conflicts requirements to permit registrant to underwrite an offering of securities by a related party, subject to certain conditions
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 48
Securities Rules, B.C. Reg. 194/97, s. 78(2)(b)
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC, ONTARIO, BRITISH COLUMBIA AND NEWFOUNDLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF NATIONAL BANK OF CANADA
AND
IN THE MATTER OF NATIONAL BANK FINANCIAL INC.
MRRS DECISION DOCUMENT
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF NATIONAL BANK OF CANADA
AND
IN THE MATTER OF NATIONAL BANK FINANCIAL INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Québec, British Columbia, Ontario and Newfoundland (the ”Jurisdictions”) has received an application from National Bank Financial Inc. (the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) from the requirement to comply with the provision limiting the extent to which an agent may act in connection with a distribution of securities of a related issuer;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”) the Commission des valeurs mobilières du Québec is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. National Bank of Canada (the “Bank”), a chartered bank, is incorporated under the Bank Act (RSC, 1985, c.B-1);
2. The head office of the Bank is located at 600 de La Gauchetière Street West, Montreal, Québec, H3B 4L2;
3. The Bank is a reporting issuer in all Jurisdictions;
4. The Bank is a “related issuer” to the Filer pursuant to the Legislation;
5. The Filer is an indirect wholly-owned subsidiary of the Bank;
6. The Filer is registered as a dealer in all Jurisdictions;
7. The head office of the Filer is located at 1155 Metcalfe Street, 5th Floor, Montreal, Québec, H3B 4S9;
8. The Bank is proposing to offer notes (the “Notes”) designed to replicate various baskets of common stock of companies which comprise part (or all) of a Canadian or foreign stock index or sub-index in all provinces of Canada pursuant to the shelf prospectus procedures;
9. Notes may be offered separately or together, in one or more series, in an aggregate principal amount of up to Cdn.$1,000,000,000 (or the equivalent in other currencies) calculated on the basis of the aggregate principal amount of Notes issued during the two-year period that the short form shelf prospectus, including any amendments hereto, remains valid.
10. The Bank will appoint, pursuant to an agency agreement, the Filer and at least one other registrant in respect of which the Bank is not a “related issuer” or a “connected issuer” (the “Independent Agent”), as agents to solicit and receive, from time to time on behalf of the Bank, offers to subscribe for Notes offered pursuant to one more prospectus supplements (the “Prospectus Supplements”). The Independent Agent shall subscribe to at least 20% of the proposed distribution;
11. Each Prospectus Supplement shall contain the requisite certificate signed by each agent;
12. The Filer, will not benefit in any matter from the distribution of the Notes other than the payment of its fees in connection with the distribution of such Notes;
13. The Filer promises to disclose in each Prospectus Supplement the information prescribed by proposed Multi-Jurisdictional Instrument No. 33-105 of the Canadian Securities Administrators.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the requirement to comply with the rule against acting as an underwriter or selling group member in connection with a distribution of securities of a related issuer contained in the Legislation shall not apply to the Filer in respect of the distribution of Notes, provided that in the case of each future distribution of Notes:
1. the portion of the total management fees received by at least one other registrant (an “independent agent”) in respect of which the Bank is not a “related issuer” or a “connected issuer” is not less than the lesser of
a) 20 percent of the total management fees for the distribution; and
b) the largest portion of the management fees paid or payable to the Filer or any other registrant that is not an independent agent;
2. the independent agent participates in the pricing of the Notes and the due diligence; and
3. the name of the independent agent and the extent of its participation in the due diligence, the drafting of the Prospectus Supplement and the pricing of the Notes, are disclosed in the applicable Prospectus Supplement.
DATED at Montreal, Québec this 26th day of April, 2000
Guy Lemoine Viateur Gagnon