TORONTO STOCK EXCHANGE
NOTICE OF HOUSEKEEPING RULE AMENDMENTS TO THE TSX COMPANY MANUAL
Introduction In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the “Protocol”), Toronto Stock Exchange (“TSX”) has adopted, and the Ontario Securities Commission (“OSC”) has approved, certain housekeeping amendments (the “Amendments”) to TSX Company Reporting Form 12 – Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”) (“Reporting Form 12”) and TSX Company Reporting Form 12 – Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”) – Filing Instructions (“Filing Instructions”) of the TSX Company Manual (the “Manual”). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The OSC has not disagreed with the categorization of the Amendments as Housekeeping Rules. In accordance with Section 5 of the Protocol, TSX has obtained a waiver from the OSC in connection with the requirements to obtain approval by the board of directors of TSX.
Summary and Rationale of the Non-Public Interest Amendments Section of the Manual Amendment Rationale 1. Reporting Form 12 Include reference and hyperlink The reference and hyperlink to the to the Filing Instructions. Filing Instructions have been added to Reporting Form 12 to assist issuers in locating the Filing Instructions. The Filing Instructions include certain information meant to assist users in completing Reporting Form 12, including when and how to file a form.
2. Reporting Form Section 1. Securities when stating the number of reviewing a submitted Reporting Sought (b)(i) and (ii)
Correct typographical errors. Form 12 – Amend the language to include As a matter of practice, TSX Staff Securities information required by corporate asks issuers to confirm the number of issuers relating to the number of shares purchased during the most shares purchased pursuant to a recent six calendar months in order to previous NCIB on TSX during the confirm the calculation of the average most recent six calendar months daily trading volume and daily limit. and the daily limit. The revised language clarifies the
3. Reporting Section 1. Sought (f)(i)
12
– Amend the language to clarify As a matter of practice, when issued and outstanding securities Form 12, TSX Staff asks issuers to of the issuer, the number must be confirm that the number of securities within two calendar weeks of the issued and outstanding is within two commencement of the normal calendar weeks of the course issuer bid (“NCIB”). commencement of the NCIB. The revised language clarifies the Remove extra spaces in information currently sought by TSX sentence. from issuers when completing this section of the form and consolidates the information required into one document (i.e. in the form).
Section of the Manual
Amendment
Rationale information currently sought by TSX from issuers when completing this section of the form and consolidates the information required into one document (i.e. in the form).
4. Reporting Form 12 – Replace reference to “Fax Update the means in which TSX may Section 12 Participating number” in Participating contact Participating Organizations Organization Information Organization Information with from fax to email. “Email address” in Section 12 of Reporting Form 12.
5. Filing Instructions – Section Amend language to clarify that if Purchases in the NCIB by means 3(a) Method of Acquisition an issuer intends to make other than through the facilities of purchases in the NCIB through TSX, other designated exchanges other means (such as off- and/or alternative Canadian trading exchange trades), it must include systems, such as off-exchange certain prescribed language in trades, may be permitted if the issuer Reporting Form 12 indicating so. has obtained permission by the applicable securities regulator to do Remove extra space in sentence. so, and if the issuer provides the appropriate disclosure in Reporting Form 12. The amendments seek to clarify the language that the issuer must include in Reporting Form 12 in this regard.
Fix typographical error. 6. Filing Instructions – Section Amend language to require an As a matter of practice, TSX Staff 7 Previous Purchases issuer to provide an email currently requests an email explanation if it has purchased explanation by the issuer if it has significantly less securities under purchased significantly less than the an NCIB within the past 12 approved maximum in a previous months than its approved NCIB (within the past 12 months) to maximum. ensure issuers are not simply stating the approved maximum every year. The amendment is intended to clarify the information required by TSX in this regard.
7. Filing Instructions – Section Amend language to require an During a blackout period, there is a 13 Disclosure of any issuer, if purchasing under an presumption that the issuer is in Significant Information NCIB during a blackout period, to possession of material undisclosed Regarding the NCIB not provide a statement confirming information, which would preclude Otherwise Disclosed that there is no material starting the NCIB. However, an undisclosed information despite issuer may begin the NCIB during a being in a blackout period. blackout period if the issuer provides TSX with written confirmation that there is no material undisclosed information despite being in a blackout period. This confirmation by
issuers has generally been included
Section of the Manual
Amendment
Rationale in Section 13 of Reporting Form 12. The proposed amendment clarifies that the confirmation should be included in Reporting Form 12 (i.e. in Section 13, which asks for other significant information regarding the NCIB not otherwise disclosed in the form).
Text of the Amendments The Amendments are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments are set out at Appendix B.
Effective Date The Amendments become effective on May 5, 2022.
APPENDIX “A” BLACKLINE OF NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Amendments 1 to 4 […] Please refer to the filing instructions for assistance filling out this form.
1. Securities Sought – State the following: a) Class(es) of securities subject to the NCIB:_____________________________________ b) Total number of securities: i) issued and outstanding (number must be within two calendar weeks of the commencement date of the NCIB): (as of ):
[…] f)
ii) if applicable, in the total public float_:_ (as of
): _____________
Is the issuer an investment fund: __________________ i) If the answer is NO: (a) i) If the answer is NO, the average daily trading volume for six months prior to date hereof: ______________________________
(b) the number of shares purchased pursuant to a previous NCIB on TSX during the most recent six calendar months; ___________________________ (c) the daily limit (25% of ADTV).___________________________
[…] 12. Participating Organization Information – a) Name of brokerage firm: ________________________________________ b) Name of registered representative: _________________________ c) Address of brokerage firm: ______________________________________ d) Fax number: __________________________________________ Email address:________________________________________ e) Telephone number:
[…] Amendments 5 to 7 […]
Section 3(a) Method of Acquisition
If the issuer intends to also purchase on Canadian marketplaces other than TSX (e.g. Alpha, Pure, etc.), then the Notice must state:
“Purchases will be made on the open market through the facilities of TSX, other designated exchanges and/or alternative Canadian trading systems”.
If the issuer intends to purchase securities by any other means, such as off-exchange trades, then Notice must state the following:
“Purchases will be made on the open market through the facilities of TSX, other designated exchanges and/or alternative Canadian trading systems”. or by such other means as may be permitted by the applicable securities regulator”.
[…]
Section 7 Previous Purchases
Report purchases made within the past rolling 12 months. Alternatively, report purchases made under the previous NCIB. If no purchases have been made under the previous NCIB, this should be disclosed in the press release.
If the issuer has purchased significantly less than its approved maximum, please provide a written explanation via email.
[…]
Section 13 Disclosure of any Significant Information Regarding the NCIB not Otherwise Disclosed
During a blackout period, there is a presumption that the issuer is possession of material undisclosed information, which would preclude it from commencing the NCIB. However, an issuer may begin the NCIB during a blackout period if the issuer provides written confirmation that there is no material undisclosed information despite being in a blackout period.
No additional disclosure is needed for the press release for this matter.
APPENDIX “B”
CLEAN VERSION OF NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Amendments 1 to 4
Please refer to the filing instructions for assistance filling out this form.
1. Securities Sought – State the following:
a) Class(es) of securities subject to the NCIB:
b) Total number of securities:
[…]
i)
issued and outstanding (number must be within two calendar weeks of the commencement date of the NCIB): (as of ):
ii) if applicable, in the total public float: (as of
):
f) Is the issuer an investment fund: ____________________________________________
i)
If the answer is NO: (a) the average daily trading volume for six months prior to date hereof:
(b) the number of shares purchased pursuant to a previous NCIB on TSX during the most recent six calendar months:
[…]
(c) the daily limit (25% of ADTV):
2. Participating Organization Information –
a) Name of brokerage firm: __________________________________________________ b) Name of registered representative: _________________________________________ c) Address of brokerage firm: ________________________________________________ d) Email address: __________________________________________________________ e) Telephone number:
[…]
Amendments 5 to 7 […]
Section 3(a) Method of Acquisition
If the issuer intends to also purchase on Canadian marketplaces other than TSX (e.g. Alpha, Pure, etc.), then the Notice must state:
“Purchases will be made on the open market through the facilities of TSX, other designated exchanges and/or alternative Canadian trading systems”.
If the issuer intends to purchase securities by any other means, such as off-exchange trades, then Notice must state the following:
“Purchases will be made on the open market through the facilities of TSX, other designated exchanges and/or alternative Canadian trading systems or by such other means as may be permitted by the applicable securities regulator”.
[…]
Section 7 Previous Purchases
Report purchases made within the past rolling 12 months. Alternatively, report purchases made under the previous NCIB. If no purchases have been made under the previous NCIB, this should be disclosed in the press release.
If the issuer has purchased significantly less than its approved maximum, please provide a written explanation via email.
[…]
Section 13 Disclosure of any Significant Information Regarding the NCIB not Otherwise Disclosed
During a blackout period, there is a presumption that the issuer is possession of material undisclosed information, which would preclude it from commencing the NCIB. However, an issuer may begin the NCIB during a blackout period if the issuer provides written confirmation that there is no material undisclosed information despite being in a blackout period.
No additional disclosure is needed for the press release for this matter.