31-508 (Blanket Order) - Registration Requirement Exemption for Trades in Short-Term Debt Instruments

Securities Act
R.S.P.E.I. 1988, Cap-S-3.1     

Document Type: Blanket Order
Document No: 31-508
Subject: Exemption from the Registration Requirement for Trades in Short-Term Debt Instruments
Effective Date: March 27, 2010

Blanket Order 31-508

Exemption from the Registration Requirement for Trades in Short-Term Debt Instruments

Part 1 Definitions

1.1  Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in National Instrument 14-101 Definitions have the same meaning.

1.2  “Approved credit rating" has the same meaning ascribed to it in NI 81-102 with the exception of paragraph (b) of such definition.

1.3  "NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions.

1.4  "NI 81-102" means National Instrument 81-102 Mutual Funds.

Part 2 Background

2.1  A person or company in Prince Edward Island is exempt from the registration requirement for trades in short-term debt under section 3.35 of NI 45-106. 

2.2  Subsection 3.35(b) of NI 45-106 provides that the dealer registration requirement for short-term debt is available only where, among other things, the negotiable promissory note or commercial paper "has an approved credit rating from an approved credit rating organization."

2.3  NI 45-106 incorporates by reference the definitions for "approved credit rating" and "approved credit rating organization" 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."

2.4  Certain Canadian financial institutions currently rely on section 3.35 of NI 45-106.

2.5  Section 3.35 of NI 45-106 will cease to be in force on March 27, 2010 pursuant to section 8.5 of NI 45-106, and the exemption will no longer be available to persons or companies currently relying upon in.

Part 3 Order

It is ordered pursuant to section 16 of the Act that, the dealer registration requirement does not apply to

(i)  a bank listed in Schedule I, II or III to the Bank Act (Canada);

(ii) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473 (1) of that Act;

(iii) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or of a jurisdiction in Canada to carry on business in Canada or in any jurisdiction in Canada, as the case may be;

(iv) the Business Development Bank of Canada.

in respect of a trade in a negotiable promissory note or commercial paper maturing not more than one year from the date of issue, if the note or commercial paper traded

(a)  is not convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in this order; and

(b)  has an approved credit 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 that replaces a category listed below:

Rating Organization - Rating
DBRS Limited - R-1 (low)
Fitch Ratings Ltd. - F2
Moody's Investors Services, Inc. - P-2
Standard & Poor's Corporation - A-2

Part 4 Effective Date

4.1 This Order will come into effect on March 27, 2010 and will cease to have effect on September 28, 2011.

Dated at Charlottetown, Prince Edward Island, this 27th day of March, 2010.