The Toronto Stock Exchange and the
TSX Venture Exchange have just announced the introduction of
measures granting temporary relief from some of their requirements
to assist listed issuers. These changes, which will remain in
effect until March 31, 2009, are designed to assist issuers during
the current extraordinary market conditions. The TSX is providing
the following temporary relief measures:
permitting issuers to increase daily repurchases under their
normal course issuer bids;
extending the remedial review period for delistings from up to
120 days to up to 210 days; and
in exercising its discretion, the TSX will consider shorter or
longer periods to establish a "market price" for the
purposes of pricing private placements.
The TSX is also reminding its
issuers of the availability of the financial hardship exemption
from securityholder approval requirements.
For the TSX Venture Exchange, temporary relief measures will
adding flexibility in how existing continued listing
requirements are applied to listed issuers;
extending the time within which capital pool companies can
complete their qualifying transactions; and
allowing the minimum issuance price per security in certain
transactions to be less than $0.05 (but not less than the market
Other changes are coming into effect
on December 15 for issuers listed on the TSX Venture Exchange that
could affect your private placements. These include:
Eliminating the exemption permitting certain Tier-1 issuers to
apply the provisions of the TSX Company Manual in respect of their
Eliminating the requirement that the conversion price on
convertible securities must not be less than the market price for
the first two years. As such, the conversion price must not be less
than the market price at any time. The policy, however, still
prevents a downward spiral of conversion prices should the market
Regarding warrants issued by a Tier-2 issuer pursuant to a
convertible security, the permitted term has been extended to five
Eliminating the requirement that the conversion price per share
be escalated by 10% each year.
Provisions relating to special warrants private placements have
been removed, due to lack of use of this financing mechanism in
Tier-2 issuers will be allowed to issue up to 50% of their
outstanding shares on an expedited private placement in any
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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