The staff of the TSX issued a notice on November 3, 2008
providing temporary relief from certain requirements of the TSX
Company Manual and reminding issuers of certain provisions
that may be helpful in the current difficult market conditions.
Normal Course Issuer Bids
The TSX is granting temporary relief to listed issuers engaged
in normal course issuer bids (NCIBs). Effective now until 11:59
p.m. on March 31, 2009, the limit on the volume of purchases under
the NCIB rules will be 50% of the security's average daily
trading volume instead of 25%. All other NCIB rules remain the
This relief applies to all TSX-listed issuers, in contrast to
similar relief that expired last month and that applied only to
issuers interlisted on a U.S. stock exchange.
Remedial Review Process
Between now and March 31, 2009, issuers under review for
delisting will generally be granted up to 210 days (increased from
120 days) to remedy their deficiencies. The criteria for delisting
are not being changed.
Definition of "Market Price" for Private
The definition of "market price" in the TSX
Company Manual is based on a security's five-day volume
weighted average trading price. The TSX notice states that the
exchange is mindful that in today's volatile market, five days
is a relatively long period of time to establish a security's
market price. Accordingly, on a case-by-case basis, the exchange
will use a shorter period to determine a security's market
price for purposes of pricing securities (including warrants) in
Financial Hardship Exemption from Securityholder Approval
The TSX notice reminds issuers that they may be able to obtain
an exemption from the securityholder approval requirements in cases
of serious financial difficulty.
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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