The B.C. Securities Commission (BCSC) is seeking comment on whether it should approve the proposed restructuring of Canada’s trading and clearing landscape.
The BCSC published a notice Thursday requesting comment on whether it ought to amend the TSX Venture Exchange’s recognition order to allow the Maple Group Acquisition Corp. to go ahead with its plans to consolidate, and vertically integrate the trading business in Canada. And, if so, what conditions should apply to the proposed deal.
The regulator says it has extensively reviewed Maple’s proposal, and is particularly interested in the impact that Maple’s proposed acquisition of TMX Group Inc. (TSX:X) and CDS could have on the Canadian venture market. Securities regulators in Alberta, Ontario and Quebec have also been reviewing the deal, and are working on revising their own recognition orders.
The notice indicates that the current ownership structure has served TSX Venture well, and it suggests that several risks face the venture market as a result of the proposed Maple deal, including the risk that the new board could make decisions that suit objectives of the Maple owners but are not necessarily optimal for the venture exchange, particularly as Maple’s owners are all large financial institutions and all but one are based in central Canada.
The commission says it has to decide whether any of these new risks constitute a serious enough threat to the Canadian venture market to conclude that Maple’s proposed acquisitions would be prejudicial to the public interest in BC.
It notes that the Ontario Securities Commission has proposed recognition orders that contain a comprehensive set of conditions and undertakings intended to deal with the risks associated with director independence, conflict of interest, anti-competitive behaviour, and inappropriate access to information, but that these conditions and undertakings do not extend to TSX Venture. “We think that the conditions and undertakings proposed by the OSC for Maple, TMX Group, and TSX ought to apply as well to TSX Venture,” it says.
Comments on the BCSC notice, which includes a draft recognition order and draft undertakings, are due by June 22. “The BCSC has thoroughly reviewed the regulatory issues raised by Maple’s proposal, and we encourage those with an interest in the proposed acquisitions to comment,” said Brenda Leong, chair of the BCSC.