In a blog post last week, we discussed
the recent announcement by the
TSX that it was consolidating its Personal
Information Form and Declaration with those of the
TSX-V. The announcement, however, also included information on
a number of other changes to the TSX Company Manual
intended to clarify existing definitions, improve the instructions
for filers and reduce or eliminate common filing deficiencies. To
that end, amendments to two particlar provisions may be of specific
interest to issuers.
The amendments introduced section 627(c) to the Manual in order
to import guidance found in Staff Notice 2005-0002 to
deal with the delisting of issuers that are subect to a going
private transaction. The new section describes the procedure the
TSX will follow in delisting an issuer and provides an example
of factors that may be taken into account in the application of the
procedure in the going private context, including with respect to
Section 466 of the Manual, which requires issuers to
concurrently file a copy of all written securityholder
correspondence with the TSX's Listed Issuer Services, has
also been amended to remove the provision that permits concurrent
filings through SEDAR. On this point, the
TSX stated that since notices sent to holders of listed
securities may contain time sensitive information, filing on
SEDAR alone was insufficient. Issuers must
now concurrently file correspondence by email. The TSX has,
however, included an exception from the requirement for
annual reports, financial statements and annual meeting
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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