In December 2015, the Canadian Securities Administrators (the
"CSA") adopted amendments to the rights
offering regime to make it easier for issuers to utilize rights
offerings to raise capital, while providing existing
securityholders the opportunity to protect themselves from the
dilution that could otherwise arise in the context of a financing.
On January 18, 2016, the Toronto Stock Exchange (the
"TSX") and the TSX Venture Exchange (the
"TSXV") published additional guidance
with respect to the conduct of rights offerings by listed issuers,
in anticipation of the adoption of formal amendments to Section 614
– Rights Offerings of the TSX Company Manual and Policy 4.5
– Rights Offerings of the TSXV Corporate Finance Manual (the
The TSX and TSXV clarified that, although a rights offering
circular is no longer subject to CSA review and approval prior to
delivery to securityholders, issuers are still required to
pre-clear rights offering documents, including the rights offering
notice and rights offering circular or prospectus, with the TSX or
TSXV, as applicable. In order to give sufficient time for review,
issuers should provide the documents to the applicable Exchange at
least five trading days prior to finalization.
The TSX and TSXV have also determined to reduce the deadline for
finalization of rights offering documents and resolution of any
deficiencies identified by the applicable Exchange to at least 5
trading days prior to the record date for the rights offering,
rather than at least 7 trading days.
The TSXV also announced that, for TSXV issuers:
the minimum subscription price for securities to be
acquired on the exercise of rights will be reduced from $0.05 to
the minimum exercise price of a warrant forming part of a
unit to be acquired on exercise of a right must not be less than
the Market Price (as defined in the TSXV Manual) prior to the news
release announcing the rights offering and, in any case, not less
all rights must be transferable but the rights will not be
required to be listed on the TSXV, provided that the issuer
specifically discloses that it does not intend to list the rights
in the press release announcing the rights offering;
shareholder approval of the creation of a new Control Person
(as defined in the TSXV Manual) as a consequence of a stand-by
commitment for a rights offering will not generally be required,
provided that the rights are: (i) listed for trading on the TSXV;
and (ii) the subscription price for the rights is at a
"significant discount" to the Market Price, which is
defined as equal to at least the maximum Discounted Market Price
(as defined in the TSXV Manual). If either criteria is not
satisfied, the TSXV may require shareholder approval for the
creation of the new Control Person; and
before the TSXV will accept a rights offering which includes a
stand-by commitment, any securityholder who will beneficially own,
directly or indirectly, more than 10% of the voting rights attached
to all outstanding voting securities of the issuer on completion of
the rights offering, must file a PIF or Form 2C1 Declaration with
Until the proposed amendments to the TSXV Manual become
effective, issuers that want to utilize the reduced minimum
subscription price or not list the rights offered on the TSXV must
apply to the TSXV for a waiver of the current requirements of
A complete copy of the TSX Staff Notice is available
A complete copy of the TSXV Bulletin
is 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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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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