Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Filer granted exemption from the prospectus requirement in connection with trades of commercial paper/short term debt instruments that does not meet the “approved credit rating” requirement for the purpose of the short-term debt exemption in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions - Commercial paper/short-term debt instruments only required to obtain one prescribed credit rating from an approved credit rating organization - Relief granted subject to conditions, including that the commercial paper is not asset-backed commercial paper. Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53 and 74(1).
March 22, 2013
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF THOMSON REUTERS CORPORATION (the Filer)
DECISION
Background
The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that trades in negotiable promissory notes or commercial paper, maturing not more than one year from the date of issue, of the Filer (Commercial Paper) be exempt from the prospectus requirement of the Legislation (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon.
Interpretation
Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meanings in this decision unless they are otherwise defined herein.
In this decision,
“Asset-backed Short-term Debt” means short-term debt that is backed, secured or serviced by or from a discrete pool of mortgages, receivables or other financial assets or interests designed to ensure the servicing or timely distribution of proceeds to holders of that short-term debt;
“NI 31-103” means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Relationships;
“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions; and
“NI 81-102” means National Instrument 81-102 Mutual Funds.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation organized under the Business Corporations Act (Ontario) with its head office located in New York, New York and its registered office located in Toronto, Ontario.
The Filer is a reporting issuer in each jurisdiction of Canada and is not in default of its obligations under the Legislation or the securities legislation of any jurisdiction of Canada.
The Filer is also a registrant with the Securities and Exchange Commission in the United States and is subject to the requirements of the United States Securities Exchange Act of 1934.
Subsection 2.35(b) of NI 45-106 provides that the exemption from the prospectus requirement of the Legislation for short-term debt (the Commercial Paper Exemption) is available only where, among other things, the Commercial Paper “has an approved credit rating from an approved credit rating organization”.
NI 45-106 incorporates by reference the definitions for “approved credit rating” and “approved credit rating organization” that are used in NI 81-102. The definition of “approved credit rating” in NI 81-102 requires, among other things, that (a) the rating assigned to such debt must be “at or above” certain prescribed short-term ratings, and (b) such debt must not have been assigned a rating by any “approved credit rating organization” that is not an “approved credit rating”.
The Commercial Paper has a “R-1(low)” rating from DBRS Limited and a “A-1(low)” rating from Standard & Poor’s, both of which meet the prescribed threshold in NI 81-102.
The Commercial Paper does not meet the “approved credit rating” definition in NI 81-102 because it has a “F2” rating from Fitch Ratings Ltd. which is a lower rating than required by the Commercial Paper Exemption.
Decision
The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:
(a) the Commercial Paper:
(i) matures not more than one year from the date of issue;
(ii) is not convertible or exchangeable into or accompanied by a right to purchase another security other than Commercial Paper;
(iii) is not Asset-backed Short-term Debt; and
(iv) has a rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating category that replaces a category listed below:
Rating Organization
Rating
DBRS Limited
R-1 (low)
Fitch Ratings Ltd.
F2
Moody’s Investors Service, Inc.
P-2
Standard & Poor’s
A-2
(b) each trade of Commercial Paper to a resident in a jurisdiction in Canada by the Filer in reliance on this exemption is made:
(i) through an agent who is a registered dealer, registered in a category that permits the trade;
(ii) through a bank listed in Schedule I, II, or III to the Bank Act (Canada) trading in reliance on an exemption from registration available in the circumstances in the jurisdiction or jurisdictions in which the trade occurs; or
(iii) through a dealer permitted to rely on the “international dealer exemption” under section 8.18 of NI 31-103; and
(c) for each jurisdiction of Canada, the Exemption Sought will terminate on the earlier of:
(i) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the securities legislation of that jurisdiction of Canada that substantively amends the conditions of the prospectus exemption under section 2.35 of NI 45-106 or provides an alternate exemption; and
(ii) March 31, 2018.
“P. L. Kennedy” “Judith Robertson”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission