Originally published in Blakes Bulletin on Securities
Regulation, September 2008
Toronto Stock Exchange (TSX) staff provided notice (the Staff
Notice) about a temporary suspension of the TSX's listing and
trading rules relating to normal course issuer bids (NCIB) by
TSX-listed issuers (U.S. Interlisted Issuers) that are also listed
on a national securities exchange in the United States (U.S.
The Staff Notice advises that until 11:59 p.m. EST on October 2,
2008 (the Effective Time), unless further extended, for U.S.
Interlisted Issuers that make NCIB purchases of securities which
are also listed on a U.S. Exchange (Interlisted Securities):
the time of purchases restriction in Subsection 629(l)8 of the
TSX Company Manual (the Manual) with respect to NCIB purchases at
the opening and closing of a trading session is suspended; and
the volume of purchases restriction in Subsection 628(a)(ix)(a)
of the Manual is modified so that the amount of NCIB purchases must
not exceed 100% of the average daily trading volume (ADTV) for the
The Staff Notice grants similar relief to TSX participating
organizations acting on behalf of U.S. Interlisted Issuers for NCIB
purchases of Interlisted Securities until the Effective Time.
All other provisions in Sections 628 and 629 of the Manual and
Part 6 of the TSX Trading Rules in connection with NCIBs are not
altered by the Staff Notice. Issuers that are not U.S. Interlisted
Issuers and U.S. Interlisted Issuers trading in securities other
than Interlisted Securities may not rely upon the Staff Notice.
The Staff Notice was issued in response to the United States
Securities and Exchange Commission announcing on September 18, 2008
(the SEC Order) that issuers listed on a U.S. Exchange are
temporarily exempt from the application of certain share repurchase
rules under United States Exchange Act Rule 10b-18. The Staff
Notice advises that TSX staff is granting similar temporary relief
to U.S. Interlisted Issuers on the basis that the NCIB rules in the
Manual are similar to those in United States Exchange Act Rule
10b-18 and because most U.S. Interlisted Issuers make NCIB
purchases both on U.S. Exchanges and on the TSX.
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