The Ontario Securities Commission has begun its formal review of the fundamental restructuring of the Canadian trading landscape being proposed by Maple Group Acquisition Corp.
The OSC Friday published a notice seeking comment on Maple’s plans to create an integrated group trading, clearing, settlement and depository businesses through the acquisition of TMX Group Inc., Alpha Trading Systems Limited Partnership, Alpha Trading Systems Inc., The Canadian Depository for Securities Limited and, indirectly, CDS Clearing and Depository Services Inc. The OSC is seeking public comment in order to inform its evaluation of whether the proposal is in the public interest.
It notes that the proposal raises a number of complex and novel issues for the capital markets, including issues of: exchange and clearing agency governance; conflicts of interest at the exchange and clearing agency levels; concentrated exchange ownership; vertical vs. horizontal models for clearing services; the ownership structure of CDS; for-profit vs. cost recovery models for clearing agencies; fees; fair access; consolidation of the clearing business; and, market structure changes.
Maple is seeking a variety of orders from the commission, including: that it recognize Maple as an exchange; approve its takeover of TMX, Alpha and CDS; approval for its post-acquisition arrangements; along with amended recognition orders.
The notice summarizes Maple’s proposal, highlights the issues it raises, and outlines the comment process. “In determining whether it is in the public interest to make the requested orders, the commission will consider all available information and the public comments received and will also refer to the criteria for recognition and exemption for exchanges and clearing agencies,” it says.
The proposal is out for a 30-day comment period, and after that the OSC plans to hold a policy hearing to give members of the public who have submitted written comments an opportunity to provide their views in person. The comment period is open until November 7.
Separately, the Alberta Securities Commission, British Columbia Securities Commission and the Autorité des marchés financiers, Quebec’s securities regulator, Friday launched public consultations pertaining to Maple Group’s application to acquire 100% of the outstanding common shares issued by TMX Group Inc.