On September 28, the TSX issued guidance regarding the disclosure to be included in a circular, form of written consent or press release for transactions requiring securityholder approval, such as private placements and acquisitions that result in more than 25% dilution, as well as those not involving the issuance of securities but which require security holder approval on account of the involvement of insiders or related parties for non-exempt issuers.
According to the guidance, disclosure should include such information as (i) the principle terms of the transaction and the securities issuable; (ii) the value of the consideration and a summary of the independent report, where security holder approval is required; (iii) the maximum number of securities issuable under the transaction as an absolute number and as a percentage of the listed issuer's outstanding number of pre-transaction securities on a non-diluted basis; (iv) the effect the transaction may have on the control of the listed issuer; (v) the material terms of any voting trust or similar agreement or arrangement; and (vi) the identity of any persons or entities who will hold more than 10% of the listed issuer's outstanding post-transaction.
The Staff Notice also advises that where security holder approval is required, a draft circular must be submitted to the TSX for review at least five business days prior to being finalized and that security holders must be asked to ratify the specific matters for which approval is required under the TSX's rules, with proxies allowing security holders to vote "for" or "against" the transaction.
For more information, see TSX Staff Notice 2012-0003.
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