News

Japan: Solar Energy

2013.08.15

Project Finance Road show with major Japanese financial institutions to raise funding for solar generation facilities in Japan.  

Our Mandates

Reinsurance Fund

Closed-end Fund

Bermuda

August 2016

$150,000,000

Acquisition of a portfolio consisting of North American reinsurance risks

Trust Units

Mortgage Investment Trust

Open-end Fund

Canada

July 2016

$20,000,000

Investment in liquid residential mortgages and construction loans across Canada

Trust Units

Private Equity Fund Specialised in SMEs

Open-end fund

Canada

July 2016

$25,000,000

Diversified portfolio of SMEs located in Western Canada

Trust units

Standard Disclaimer

Quintal & Co. Financial Services Inc.

  • Standard Disclaimer
    Quintal & Co. Financial Services Inc. (“Quintal & Co.”) is an Exempt Market Dealer (EMD) - see below - with primary registration with the Autorité des marchés financiers in Quebec. Quintal & Co. is also registered in other jurisdictions including Ontario, Alberta, and British Columbia.
  • 2) Abilities under Registration.
    • A) Securities
      As an EMD, Quintal & Co. can trade or underwrite exempt market securities. There are risks associated with exempt market securities:
      • a) Exempt market securities may not be listed on any stock exchange which could restrict your ability to resell them
      • b) There could be a lockup period that applies to the security that restricts you from trading, selling or transferring the security.
      • c) Some securities may include a warrant, which also has a lockup period and an expiry date. It is possible the warrant may be worthless at the expiry date.
      • d) Issuers of exempt market securities generally do not have to file a prospectus. A prospectus describes the investment in detail and gives you some legal protections.
      • e) There is a risk that the issuer will be unable to meet interest and principal payments on its obligations on a timely basis.
      • f) The securities could be from a non-?reporting issuer. This type of issuer does not have to publish financial information or notify the public of changes in its business.
    • B) Investors
      As an EMD, Quintal & Co. clients are limited to a subset of “accredited investors” defined in NI31-103 and NI 45-106 and broadly summarized as follows ( for ease of reference):
      • a) Banks schedule I, II and III, Cooperatives, Life Insurance companies, Pension funds, Asset Managers, Investment Funds, Investment dealers, trusts, or their subsidiaries.
      • b) A governmental body such as a municipality, province, or the federal government and any of their agencies, crown corporations, school board or wholly owned entities.
      • c) An person with a proven annual income in excess of $200,000 over the last 2 years or with a minimum net worth of $5 million
      • d) Any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
      The above investor categories are fully detailed in the KYC form.
    • C) Company Focus.
      Quintal & Co. core service is engaging in transactions between accredited investor clients (as defined above) on the basis of referral arrangements. It may from time to time raise debt (loans) for privately owned corporations. Quintal & Co. primarily distributes private placements with accredited and eligible investors in Canada.
    • D) Suitability
      Quintal & Co. deals exclusively with accredited investors and is limited only to ensuring that the client qualifies as an accredited investor. Under subsection 13.3(3) of NI 31-103, there is no obligation to make a suitability determination for a client that is a registered firm, a Canadian financial institution or a Schedule III bank.
    • E) Permitted clients
      Under subsection 13.3(4) of NI 31-103, registrants do not have to make a suitability determination for a permitted client if:
      • a) the permitted client has waived their right to suitability in writing, and
      • b) the registrant does not act as an adviser for a managed account of the permitted client.
      A permitted client may waive their right to suitability for one or for all trades under a blanket waiver in the KYC form.
    • F) Offerings
      Quintal & Co. investments may not be suitable for all clients and are offered exclusively to accredited investors clients. Quintal & Co. does not make a determination that the proposed investments are suitable to investors as investors are qualified as “accredited investors” under the “know your client” process. Alternatively, as indicated above, they may be exempt from this process provided that they meet certain qualifications.
    • G) Relationship with Investors
      Private placements are investments conducted on behalf of the issuer. The contractual agreement regarding the investment is between the investor and the issuer. The documentation is negotiated between the parties and Quintal & Co.’s intervention in the negotiation is marginal.
      Quintal & Co. deals with clients on a transactional and often infrequent basis and does not hold or have access to client assets. Similarly, clients other than the issuer, do not make payments to Quintal & Co. but to the issuer or its legal representative. The only payments to be received by Quintal & Co. are commission or fees earned.
      Quintal & Co. earn a one-time sales commission (or trailer fee) which is paid by the issuer for each trade where Quintal & Co. has acted as a referral agent. The commission is disclosed in a disclosure notice to all parties to the transaction, prior to the closing of the transaction, in accordance with applicable laws.
    • H) Conflicts of interest
      Quintal & Co. identifies, mitigates and where ever possible avoids conflicts of interest between the firm and the client. Quintal & Co. may be subject to potential conflict of interest:
      Quintal & Co. does not generally charge a fee to clients for transactions referred to financial institutions with whom it has reached a prior referral agreement. Quintal & Co. may do so on an exceptional basis to secure a particular investment or accomplish a defined objective set out by the client in a mandate. In such case, Quintal & Co. may enter into agreements where the both the client and the issuer are contractually bound to pay commissions which may be offset between the issuer and the client as agreed by the parties. This will be disclosed to the first party as soon as the agreement with the other party is signed and the commission will finalized between the parties on a transaction by transaction basis.
    • I) Use of borrowed money
      Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If the client borrows money to purchase securities, his responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines. The borrower may also have margin calls from time to time depending on the market directionality, the leverage and the nature of the underlying security. Should the client decide not to respond to margin calls, he could experience a loss up to the whole amount his investment.
    • J) Complaints
      Client complaints should be directed to the Quintal & Co. Chief Compliance Officer. Quintal & Co. requests the following types of complaints be submitted in writing, complaints: (a) allegations of compliance--related violation or a violation of industry rules, best practices guidelines or securities laws (b) involve the Firm’s or a registrant’s sales practices. Please email complaints to charles.quintal@videotron.ca or rapportdeplaintes@lautorite.qc.ca. Your complaints will be responded to immediately and resolved in a timely manner. Where the complaint cannot be resolved to your satisfaction, Quintal & Co. offers an third party dispute resolution process at no cost to you. In addition, Quintal & Co. is legally bound to disclose all complaints to its provincial regulator every 6 months.
  • 3) About Quintal & Co. Financial Services Inc.
    Quintal & Co. maintains corporate registrations in 5 provinces of Canada under the following registration numbers: British Columbia A0087018; Alberta 2116997087; Ontario 1877016; Québec 1168278963. Quintal & Co. securities registration number is 41220 and Charles Quintal’s physical registration number is 2881501.
    Under Article 13. 10 of National Instrument 31-103, Quintal & Co. has disclosure requirements with respect to referral arrangements to clients. Quintal & Co. under the applicable legislation is committed to ensure that clients understand the following aspect or their transaction:
    • Which entity they are dealing with
    • What they can expect that entity to provide to them
    • The registrant’s key responsibilities to them
    • The limitations of the registrant’s registration category
    • Any relevant terms and conditions imposed on the registrant’s registration
    • The extent of the referrer’s financial interest in the referral arrangement, and
    • The nature of any potential or actual conflict of interest that may arise from the referral arrangement
    The above elements are to be disclosed on a case by case basis given the contemplated transaction as early as possible but in all cases, as soon as all the material elements of the transaction are known prior to closing so that the client may make a fully informed decision.
  • 4) About the banks Quintal & Co. is dealing with
    Quintal & Co. has entered into non exclusive relationships with certain banks or financial institutions (which will be disclosed prior to the client making its decision) under which it has disclosure requirements generally similar to the following:

    “This agreement covers primarily the origination of specific, pre-determined securities transactions. Quintal & Co. is not mandated to originate other types of transactions but may refer to other appropriate divisions of the Bank indications of interest about other products expressed by potential clients.

    This Bank’s disclosure notice shall be transmitted by Quintal & Co. to any potential client:

    Dear Client:

    This Disclosure Statement is being provided to you to describe the relationship between Quintal & Co. Financial Services Inc. (the “Company”) and the Bank, relating to the provision of certain services to you and referral arrangements between the Company and the Bank. The Company and the Bank have entered into an agreement (the “Agreement”) pursuant to which the Bank has agreed to compensate the Company for referring clients to the Bank in connection with Transactions. If you would like additional information regarding such fees, please contact the Bank.

    The Company is registered as an exempt market dealer under the securities laws of Quebec, Ontario, Manitoba, Alberta and British Columbia. The Bank is registered as an exempt market dealer under the securities laws of each of the provinces of Canada and in some circumstances will rely upon the international dealer exemption when relying on clients in Canada. The Bank provides a variety of equity and fixed income sales, trading and research services to institutional clients in the United States, Canada and abroad, and advisory and capital raising services to investment banking clients, as well as related capital markets services and products to corporate and institutional clients.

    The Company is not an agent or employee of the Bank and does not have the authority or power to act for or on behalf of or to make any representations, or negotiate, sign, execute and deliver any documents, agreements or other instruments for and on behalf of the Bank or any affiliate of the Bank. The Bank shall not be liable for any acts or omissions of the Company.

    Any question or issue with respect to the relationship between Quintal & Co. and the Bank should be directed to the Bank.”
  • 5) Exempt Market Dealer Requirements
    NI 31-103 introduces consistent rules for Exempt Market Dealers concerning proficiency, conduct, capital and compliance requirements and makes it clear that EMDs are subject to the same know-your-client (“KYC”) and suitability requirements as other dealer categories. Exempt market dealers, and the registered individuals who work for them, may act as a dealer or underwriter for any securities which are prospectus exempt, as a dealer for any securities sold to clients who qualify for purchase of exempt securities, and as a dealer for investment funds which are either prospectus qualified or prospectus exempt.
  • 6) Exempt market dealers are different than:
    • Full service investment dealers which engage in trading for all types of clients including retail clients and are required to be members of the self-regulatory organization, the Investment Industry Regulatory Organization of Canada (IIROC);
    • Mutual fund dealers which are restricted to trading in mutual funds and are required to be members of the self-regulatory organization, the Mutual Funds Dealers Association (MFDA); Scholarship plan dealers which are restricted to trading in scholarship plans and educational trusts; and
    • Restricted dealers. Exempt market dealers must follow the same "Know Your Client" procedures as other registered dealers which ensures that each client's personal, financial and investment profile is understood and confirmed prior to any trading activity. Exempt market dealers must also ensure that any exempt security is suitable for a particular client by considering the particular investment product as well as each individual client's investment goals and profile. EMD advisors need to make sure their letters of engagement and investment policy statements clearly outline mutual expectations and the manner in which the advisor is being paid.
    • There are key regulatory documents for EMDS. The applicable provincial and territorial securities legislation, regulations and rules for any person or firm will generally depend on the jurisdiction of residence of the investor and dealer or adviser and the jurisdiction in which the registerable activity occurs. The websites of the securities regulatory authority in each province and territory provides such information.