Horizons ETFs Management (Canada) Inc.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that terminating exchange-traded funds are not reporting issuers under applicable securities laws -- relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S. 5, as am., s. 1(10)(a)(ii).
July 23, 2020
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF HORIZONS ETFS MANAGEMENT (CANADA) INC. (the Filer) AND HORIZONS MORNINGSTAR HEDGE FUND INDEX ETF HORIZONS ABSOLUTE RETURN GLOBAL CURRENCY ETF (each, a Horizons Fund, and collectively, the Horizons Funds)
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Horizons Funds, for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that each Horizons Fund has ceased to be a reporting issuer in all jurisdictions of Canada in which each Horizons Fund is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. none of the Horizons Funds are OTC reporting issuers under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of each Horizons Fund are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of any of the Horizons Funds, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that each Horizons Fund has ceased to be a reporting issuer in all of the jurisdictions of Canada in which each Horizons Fund is currently a reporting issuer; and
5. none of the Horizons Funds are in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
Investment Funds and Structured Products Branch
Ontario Securities Commission