Effective September 10, 2015, the TSX updated its rules
regarding exemptions available for eligible interlisted
"Eligible International Interlisted Issuers" may be
able to obtain an exemption from the rules on director elections,
including the rule on majority voting for directors, and annual
An "Eligible International Interlisted Issuer"
includes an issuer listed on the TSX that:
is also listed on a "Recognized
Exchange" (being New York Stock Exchange, NYSE MKT, NASDAQ,
London Stock Exchange Main Board, AIM, Australian Securities
Exchange, Hong Kong Stock Exchange Main Board and others, as may be
determined by TSX from time to time);
had less than 25% of the overall
trading volume of its listed securities occurring on all Canadian
marketplaces in the immediately preceding 12 months; and
is incorporated in Australia,
England, Hong Kong and the State of Delaware and other
jurisdictions with corporate statutes substantially similar to the
Canada Business Corporations Act.
"Eligible Interlisted Issuers" may be able to complete
a proposed transaction in accordance with the standards of the
other "Recognized Exchange" if it relates to security
holder approval, prospectus offerings, private placements, unlisted
warrants, convertible securities, acquisitions, securities issued
to registered charities, security based compensation arrangements
and rights offerings.
Eligible Interlisted Issuers must obtain TSX acceptance of the
proposed transaction by notifying TSX that the listed issuer
intends to rely on the exemption and demonstrating that it is an
"Eligible Interlisted Issuer". As a condition of
acceptance, TSX will require evidence that the Recognized Exchange
or relevant regulator has accepted the transaction, or confirmation
from qualified legal counsel in the local jurisdiction that the
proposed transaction is in compliance with applicable rules of the
other exchange or marketplace, as well as applicable laws. Eligible
Interlisted Issuers must disclose that they intend to or have
relied on the exemption in the press release(s) issued in
connection with the transaction.
Further details on the new exemptions are available here.
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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The Canadian Office of the Superintendent of Financial Institutions ("OSFI") recently ruled that a bank cannot promote comprehensive credit insurance ("CCI") within its Canadian branches under the Insurance Business (Banks and Bank Holdings Companies) Regulations (the "Regulations").
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