On November 3, 2008, the TSX issued Staff Notice 2008-0005
relating to the following provisions of the TSX Company Manual:
Section 628, relating to normal course issuer bids (NCIBs), Section
707, relating to the Remedial Review Process, Part 1, relating to
the definition of "market price" and Section 604,
respecting securityholder approval requirements for issuers
experiencing a financial hardship.
With respect to NCIBs, the Staff Notice grants temporary relief
from the daily purchase restrictions to increase the amount that an
issuer can purchase under an NCIB from 25% of the average daily
trading volume to 50% of the average daily trading volume. Similar
relief has also been granted to participating organizations from
corresponding provisions of the TSX Trading Rules. The Staff Notice
also provides temporary relief to issuers subject to a remedial
review by extending the time period that an issuer has to remedy
deficiencies that triggered a delisting review from 120 to 210
days. The temporary relief relating to NCIBs and remedial reviews
will be effective from November 3, 2008 through to March 31,
The Staff Notice also clarifies that while the TSX Manual
defines "market price" as the 5 day volume weighted
average trading price of listed securities, it also provides that
this 5 day period may be adjusted based on relevant factors if such
price does not accurately reflect the current market price of
securities. Given current market conditions, the Staff Notice
clarifies that the TSX may be willing to use a shorter time period
for making this calculation on a case-by-case basis for the
purposes of pricing securities for private placements, including
Finally, the Staff Notice also reminds issuers that Section
604(e) of the TSX Manual provides an exemption from securityholder
approval requirements for issuers experiencing serious financial
hardship, which exemption may be more relevant to issuers under
current market conditions.
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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