Canada: TSX Expands Exemptions Available To Interlisted Issuers

Last Updated: October 12 2015
Article by Jon C. Truswell and Annie M. Alport

On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which are also listed in another market (Interlisted Issuers).

Previously, the TSX granted exemptions from its rules to certain Interlisted Issuers for a limited number of transactions pursuant to Subsection 602(g) of the Manual. This has had the effect of reducing the regulatory burden on Interlisted Issuers, but the exemptions were only available to Interlisted Issuers where (i) at least 75 percent of the issuer's trading volume and value over the six months preceding notification of the transaction occurred on another exchange (the Trading Threshold); and (ii) the other exchange was reviewing the transaction.

Certain Interlisted Issuers were also granted discretionary relief from the TSX's corporate governance requirements.

The Amendments will result in the TSX deferring to other exchanges or jurisdictions for certain transactions and certain corporate governance matters. In adopting the Amendments, the TSX has acknowledged that while corporate statutes and market requirements in other jurisdictions may differ from those in Canada, they address similar policy objectives. The TSX will defer to those jurisdictions where exchange and corporate laws have appropriate requirements and the TSX has a clear minority of trading.

Amendments to Trading Threshold

Eligibility for exemptions is still based on the Trading Threshold but the test has been recast based on: (i) less than 25 percent of trading occurring in Canada, rather than more than 75 percent occurring outside Canada; (ii) the trading over a period of 12 months preceding the application, rather than six months; and (iii) trading volume only, rather than value and volume (the Amended Trading Threshold).

Transaction Exemptions

The new provisions for exemptions from transactions requirements are provided in a new Section of the Manual, Section 602.1.

Eligible Interlisted Issuers - issuers which are listed on a Recognized Exchange (NYSE, 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 the TSX from time to time) and which meet the Amended Trading Threshold may apply for an exemption from the following requirements for transactions:

(1) Exemptions which were available prior to the Amendments:

  • Security Holder Approval (Section 604);
  • Private Placements (Section 607);
  • Unlisted Warrants (Section 608);
  • Acquisitions (Section 611); and
  • Security based Compensation Arrangements (Section 613);

(2) New exemptions:

  • Special Requirements for Non-Exempt Issuers (Section 501);
  • Prospectus Offerings (Section 606);
  • Convertible Securities (Section 610);
  • Securities Issued to Registered Charities (Section 612); and
  • Rights Offerings (Section 614).

An Eligible Interlisted Issuer seeking an exemption must obtain the usual TSX acceptance of the proposed transaction by notifying the TSX as required under Subsections 602(a) or 501(b) of the Manual.

As a condition of acceptance the Eligible Interlisted Issuer will also be required to provide 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 the rules of the other exchange and applicable laws. It must also disclose that it intends to or has relied on the exemption in the press release issued in connection with the transaction.

Corporate Governance Exemptions

The new provisions for exemptions from corporate governance requirements are provided in a new Section of the Manual, Section 401.1.

Eligible International Interlisted Issuers - issuers which are incorporated or organized in a Recognized Jurisdiction (Australia, England, Hong Kong, the State of Delaware or other jurisdictions with corporate statutes substantially modelled after these jurisdictions, or as determined by the TSX from time to time), which are listed on a Recognized Exchange and which meet the Amended Trading Threshold may apply for exemptions from the following corporate governance requirements:

  • Director Election Requirements (Sections 461.1-461.4 of the Manual); and
  • Annual Meeting (Section 464 of the Manual).

These exemptions will not be available to Canadian-based Interlisted Issuers unless the TSX grants a discretionary waiver from its requirements.

Eligible International Interlisted Issuers who receive an exemption in a given year are not required to re-apply in subsequent years if they continue to be Eligible International Interlisted Issuers. However, they must provide prior notice to the TSX that they will continue to rely on such exemption. If an exemption is granted, the relief granted and the reasons for requesting the relief must be disclosed by the issuer in its annual meeting circular.

Staff Notice 2015-002

In connection with the above amendments, the TSX published Staff Notice 2015-002 for International Interlisted Issuers who do not do not qualify as Eligible International Interlisted Issuers (issuers who are not incorporated or organized in a Recognized Jurisdiction or who are not listed on a Recognized Exchange, or both). Such International Interlisted Issuers may apply to the TSX for an exemption from the Director Election Requirements (Sections 461.1-461.4 of the Manual) and the Annual Meeting Requirements (Section 464 of the Manual) on an annual basis. Staff Notice 2015-002 provides updated guidance in respect of making such applications. It replaces Staff Notice 2013-002 in its entirety.

Unlike exemptions for Eligible International Interlisted Issuers, exemptions for International Interlisted Issuers who are not Eligible International Interlisted Issuers are not renewable on an annual basis. As such, International Interlisted Issuers who receive an exemption in a given year are required to re-apply in subsequent years.

International Interlisted Issuers are not required to meet the Director Election Requirements in Section 461.1-461.4 of the Manual at the time of listing. These requirements will apply when the issuer mails its materials for its first annual general meeting after listing on the TSX, provided that the issuer has been listed on the TSX for at least 12 months at that time.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Jon C. Truswell
In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions