Exemption Orders (Discretionary)
HAYWOOD SECURITIES INC.
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF HAYWOOD SECURITIES INC.
AND
IN THE MATTER OF HAYWOOD SECURITIES (USA) INC.
Exemption Order Under Section 48
WHEREAS Haywood Securities Inc. (“Haywood Canada”) and Haywood Securities (USA) Inc. (“Haywood USA”) (collectively, the “Applicants”) have applied to the Executive Director for an order pursuant to section 48 of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) that Haywood USA and individuals registered under the Act who are salespersons, directors and officers of Haywood USA and Haywood Canada acting on behalf of Haywood USA are exempt from the requirements of section 34(1)(a) and section 34(1)(c) of the Act with respect to trades in securities with or for clients of Haywood USA who are residents of the United States of America (the “U.S. Clients”);
AND WHEREAS the Applicants have represented to the Executive Director that:
1. Haywood Canada was formed by amalgamation under the laws of British Columbia in June, 1991, is not a reporting issuer under the Act and has a place of business in Vancouver, British Columbia;
2. Haywood Canada is currently registered as a broker under the Act, the Securities Act (Ontario) and the Securities Act (Alberta). Haywood Canada is a member firm of the Vancouver Stock Exchange, Alberta Stock Exchange and The Toronto Stock Exchange;
3. Haywood USA is a wholly owned subsidiary of Haywood Canada, is incorporated under the laws of British Columbia, is not a reporting issuer and has a place of business in Vancouver, British Columbia;
4. Haywood USA has been granted registration as a broker-dealer by the United States Securities Commission which registration became effective on October 28, 1997 at the time that Haywood USA obtained registration with the National Association of Securities Dealers (“N.A.S.D.”);
5. Haywood USA was established as a subsidiary for trading securities with or for U.S. Clients;
6. Haywood USA will not at any time trade in securities on behalf of clients resident in Canada;
7. registered salespersons, directors and officers of Haywood Canada who trade primarily with or for clients resident in British Columbia on behalf of Haywood Canada will also be trading with or for U.S. Clients on behalf of Haywood USA from British Columbia;
8. Haywood USA and its salespersons, directors and officers trading with or for U.S. Clients on behalf of Haywood USA are subject to, and obliged to comply with, the registration and other requirements of the N.A.S.D. as well as the applicable securities legislation in the United States in respect of such trades;
9. registered salespersons, directors and officers who act on behalf of Haywood USA when trading securities with or for U.S. Clients may be considered to be in violation of the requirements of section 34(1)(a) of the Act as Haywood USA is not a registered dealer under the Act;
10. Haywood USA may be considered to be in violation of the requirements of section 34(1)(a) of the Act by virtue of trading in securities in British Columbia even though all trades are with or for U.S. Clients;
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 48 of the Act that Haywood USA and individuals registered under the Act who are salespersons, directors and officers of Haywood USA and Haywood Canada acting on behalf of Haywood USA are exempt from the requirements of section 34(1)(a) and section 34(1)(c) of the Act with respect to trades in securities with or for U.S. Clients, provided that:
1. Haywood USA and individuals registered under the Act who are salespersons, directors and officers of Haywood USA and Haywood Canada acting on behalf of Haywood USA comply with the registration and other requirements of the N.A.S.D. and applicable securities legislation in the United States; and
2. Haywood USA shall file with the Executive Director such information and records as to trading in securities with or for U.S. Clients and verification by affidavit of such information and records as the Executive Director may, from time to time, require.
DATED at Vancouver, British Columbia, on November 20, 1997.
Ross P. McLennan
Director