May 4, 2020
Normal Course Issuer Bids
STAFF NOTICE TO APPLICANTS, LISTED ISSUERS, SECURITIES LAWYERS AND PARTICIPATING ORGANIZATIONS
Toronto Stock Exchange (“TSX”) is providing notice on further measures it is undertaking in response to the COVID-19 pandemic. Given the current extraordinary ongoing situation, TSX will provide temporary blanket relief (the “Temporary Relief”) from Section 628 of the TSX Company Manual (the “Manual”) as described in more detail below. TSX is not requiring issuers to apply to TSX to take advantage of this relief.
Normal Course Issuer Bids
TSX is providing certain relief to issuers that are investment funds making normal course issuer bid (“NCIB”) purchases pursuant to Section 628. This expands the relief TSX provided pursuant to Staff Notice 2020-0002, which provided certain relief from Section 628 to issuers that are not investments funds.
Pursuant to Section 628(a)(ix)(b), if the issuer is an investment fund, the issuer is permitted to acquire listed securities pursuant to an NCIB where the purchases do not, when aggregated with all other purchases on TSX by the issuer during the preceding 30 days, aggregate more than 2% of the listed securities of that class outstanding on the date of acceptance of the notice of NCIB by TSX. Pursuant to the Temporary Relief, from the date of this Staff Notice up to and including June 30, 2020 (the “Effective Period”), TSX is modifying the volume of purchases condition in Section 628(a)(ix)(b) so that during the preceding 30 day period, the amount of NCIB purchases must not exceed 4% of the listed securities of that class outstanding on the date of acceptance of the notice of NCIB by TSX.
Similarly, TSX is providing Temporary Relief for participating organizations of TSX acting on behalf of investment fund issuers for NCIB purchases. During the Effective Period, TSX is modifying the volume of purchases condition in TSX Rule 6-101 of the TSX Rule Book, subsection (b) of “normal course issuer bid”, so that the amount of NCIB purchases must not exceed 2% of the listed securities of that class outstanding on the date of acceptance of the notice of NCIB by TSX.
The Temporary Relief does not alter any other provision in Section 628 or Section 629 of the Manual, or Part 6 of the TSX Rule Book. The Temporary Relief applies to any relevant NCIB purchase made during the Effective Period, and shall also apply to purchases made under NCIBs renewed or launched during the Effective Period.
Other COVID-19 Measures
Please also see Staff Notice 2020-0001 and Staff Notice 2020-0002 for further information regarding TSX’s response to the COVID-19 pandemic. TSX will continue to monitor the effect that the pandemic and market conditions are having on the operation of its rules and its issuers. Our thoughts go out to all of those affected by COVID-19 across our communities.
If you have any questions about this Staff Notice, please contact your TSX Listed Issuer Services Manager. Contact information for your Listed Issuer Services Manager is available at: http://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-issuer-resources/tsx-listings-staff.