Securities Act, R.S.O. 1990, c. S.5

JurisdictionOntario

Securities Act

R.S.O. 1990, CHAPTER S.5

Consolidation Period: From December 8, 2022 to the e-Laws currency date.

Last amendment: 2022, c. 23, Sched. 8.

CONTENTS

Interpretation

Interpretation, other general matters

Definitions

1 (1) In this Act,

“adviser” means a person or company engaging in or holding himself, herself or itself out as engaging in the business of advising others as to the investing in or the buying or selling of securities; (“conseiller”)

“alternative trading system” means a marketplace that,

(a) is not a recognized quotation and trade reporting system or a recognized exchange,

(b) does not require an issuer to enter into an agreement to have its securities traded on the marketplace,

(c) does not provide, directly or through one or more subscribers, a guarantee of a two-sided market for a security or derivative on a continuous or reasonably continuous basis,

(d) does not set requirements governing the conduct of subscribers, other than conduct in respect of the trading by those subscribers on the marketplace, and

(e) does not discipline subscribers other than by exclusion from participation in the marketplace; (“système de négociation parallèle”)

“associate”, where used to indicate a relationship with any person or company, means,

(a) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the company for the time being outstanding,

(a.1) Repealed: 2015, c. 38, Sched. 18, s. 1 (2).

(b) any partner of that person or company,

(c) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity,

(d) any relative of that person who resides in the same home as that person,

(e) any person who resides in the same home as that person and to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or

(f) any relative of a person mentioned in clause (e) who has the same home as that person; (“personne qui a un lien”)

“benchmark” means a price, estimate, rate, index or value that is,

(a) determined, from time to time, by reference to an assessment of one or more underlying interests,

(b) made available to the public, either free of charge or on payment, and

(c) used for reference for any purpose, including,

(i) determining the interest payable, or other sums that are due, under a contract, derivative, instrument or security,

(ii) determining the value of a contract, derivative, instrument or security or the price at which it may be traded,

(iii) measuring the performance of a contract, derivative, investment fund, instrument or security, or

(iv) any other use by an investment fund; (“indice de référence”)

“benchmark administrator” means a person or company that administers a benchmark; (“administrateur d’indice de référence”)

“benchmark contributor” means a person or company that engages or participates in the provision of information for use by a benchmark administrator for the purpose of determining a benchmark, including a person or company subject to a decision under section 24.2; (“contributeur à un indice de référence”)

“benchmark user” means a person or company that, in relation to a contract, derivative, investment fund, instrument or security, uses a benchmark; (“utilisateur d’indice de référence”)

“Capital Markets Tribunal” means the Capital Markets Tribunal established under section 25 of the Securities Commission Act, 2021; (“Tribunal des marchés financiers”)

“Chief Adjudicator” means the Chief Adjudicator of the Capital Markets Tribunal; (“arbitre en chef”)

“chief compliance officer” means, in respect of a registrant that is a registered dealer, registered adviser or registered investment fund manager, an individual designated by the registrant,

(a) to establish and maintain policies and procedures to assess, monitor and report on the registrant’s compliance with Ontario securities law, and

(b) to fulfill such other compliance functions as may be prescribed by the regulations; (“chef de la conformité”)

“clearing agency” means,

(a) with respect to securities, a person or company that,

(i) acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities,

(ii) provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or

(iii) provides centralized facilities as a depository of securities,

but does not include,

(iv) the Canadian Payments Association or its successors,

(v) an exchange or a quotation and trade reporting system,

(vi) a registered dealer, or

(vii) a bank, trust company, loan corporation, insurance company, treasury branch or credit union that, in the normal course of its authorized business in Canada, engages in an activity described in subclause (a) (i), but does not also engage in an activity described in subclause (a) (ii) or (iii), and

Note: On a day to be named by proclamation of the Lieutenant Governor, subclauses (a) (iv) to (vii) of the definition of “clearing agency” in subsection 1 (1) of the Act are repealed and the following substituted: (See: 2017, c. 8, Sched. 28, s. 1 (1))

(iv) the Canadian Payments Association or its successors or any other person or company that operates a system or arrangement for the clearing or settlement of payment obligations or payment messages but that does not also clear or settle securities or derivatives transactions,

(v) a marketplace if its clearing function is limited to the provision of centralized facilities for comparing data respecting the terms of settlement of a trade or transaction, or

(vi) a registered dealer, bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse populaire that, in the normal course of its authorized business in Canada, engages in an activity described in subclause (a) (i), but does not also engage in an activity described in subclause (a) (ii) or (iii), and

(b) with respect to derivatives, a person or company that provides centralized facilities for the clearing and settlement of trades in derivatives that, with respect to a contract, instrument or transaction,

(i) enables each party to the contract, instrument or transaction to substitute, through novation or otherwise, the credit of the clearing agency for the credit of the parties,

(ii) arranges or provides, on a multilateral basis, for the settlement or netting of obligations resulting from such contracts, instruments or transactions executed by participants in the clearing agency, or

(iii) otherwise provides clearing services or arrangements that mutualize or transfer among participants in the clearing agency the credit risk arising from such contracts, instruments or transactions executed by the participants,

but does not include a person or company solely because the person or company arranges or provides for,

(iv) settlement, netting or novation of obligations resulting from agreements, contracts or transactions on a bilateral basis and without a central counterparty,

(v) settlement or netting of cash payments through the Automated Clearing Settlement System or the Large Value Transfer System, or

(vi) settlement, netting or novation of obligations resulting from a sale of a commodity in a transaction in the spot market; (“agence de compensation”)

“Commission” means the Ontario Securities Commission continued under the Securities Commission Act, 2021; (“Commission”)

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization; (“compagnie”)

“contract” includes a trust agreement, declaration of trust or other similar instrument; (“contrat”)

“contractual plan” means any contract or other arrangement for the purchase of shares or units of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from such payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan; (“plan à versements périodiques”)

“control person” means,

(a) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(b) each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer; (“personne qui a le contrôle”)

“credit rating” means an assessment that is publicly disclosed or distributed by subscription concerning the creditworthiness of an issuer,

(a) as an entity, or

(b) with respect to specific securities or a specific pool...

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