Canada: Nouveau mode d'inscription à la TSX : l'initiative Sandbox rend officiellement possible l'exercice par le personnel de son pouvoir discrétionnaire d'assouplir certaines exigences

La TSX, principale bourse du Canada, a dévoilé dernièrement « TSX Sandbox », initiative qui constituera une solution de rechange à l'inscription en bourse ou à l'inscription d'autres titres par les émetteurs inscrits existants et ce, dans le cas de certaines sociétés admissibles. TSX Sandbox est conçu pour atteindre son but au moyen d'un cadre qui guidera la TSX dans l'exercice de son pouvoir discrétionnaire d'accepter les demandes au mérite, même si elles ne sont pas conformes à toutes ses exigences habituelles.

Une traduction de ce billet sera disponible prochainement.

Canada's principal stock exchange, the TSX, recently unveiled the "TSX Sandbox", an initiative that will provide an alternative path to a stock exchange listing or listing of other securities by existing listed issuers for certain qualifying companies. The TSX Sandbox is designed to achieve this by providing a framework for the exercise of the TSX's discretion to accept meritorious applications even if they do not satisfy all of the exchange's traditional requirements.  

In addition to the greater flexibility that it may offer to many aspiring and current public companies, the TSX Sandbox also aims to serve the broader public interest by allowing the TSX to test out new potential policy initiatives (e.g. the relaxing of certain rules) that otherwise may take a long time to formally implement.

Eligibility

Under the initiative detailed in Staff Notice 2019-0002 (April 12, 2019), applicants from all industry sectors and at all stages of growth may apply to the TSX Sandbox for original listings and existing TSX issuers may apply with respect to additional listing applications, including novel financings.

How to Apply

To apply, applicants should follow standard application procedures and include a submission requesting that the application be reviewed via TSX Sandbox, together with a discussion of relevant eligibility criteria.

Assessment Process

Potential applicants will be assessed on a case-by-case basis with a view to a assessing a range of factors. At the most general level, these include evidence of broad public support, investor interest and established corporate governance practices. More specific factors that the TSX will be looking for include (among others):

  • Experienced management team, board of directors and other supporters with demonstrated track record in public markets;
  • Significant public raise resulting in wide distribution of the applicable securities;
  • Adequacy of market capitalization;
  • Significant pre-tax cash flow from operations;
  • Incorporation in Canada or in a jurisdiction with corporate governance practices comparable to Canadian standards;
  • A long-form prospectus recently receipted by a member of the Canadian Securities Administrators or a U.S. registration statement recently made effective through an SEC filing; and
  • Sponsorship by a TSX participating organization or commentary and support from another entity with recognizable sector-specific expertise.

Excluded from eligibility to participate in the TSX Sandbox are emerging market issuers and past TSX applicants (TSX staff may make exceptions in the latter case). Other factors precluding eligibility include (i) the existence of negative information (including in the media) relating to the applicant, its management or its board and (ii) ongoing or historical sanctions or investigations regarding the applicant or its management, directors, insiders and/or affiliated persons.

The Staff Notice notes that "first mover" applications to the TSX Sandbox may benefit. The TSX advises that a decision to exercise discretion in favour of one type of applicant will not necessarily mean that similar applicants will automatically be able to list or be approved. Those subsequent similar applications may have to wait until the TSX has had a chance to analyze the first (and similar) mover's market impact.

Conditions

While the TSX may approve a listing or provide certain waivers or exceptions to approved TSX Sandbox applicants, it may at the same time impose additional special conditions on the applicant's continued listing. Such conditions may include (among others):

  • Minimum public raise and market capitalization;
  • Enhanced sponsorship and escrow requirements;
  • Time limitation for listing or waiver; and
  • Enhanced disclosure in offering and continuous disclosure documents which identifies that the application was approved through TSX Sandbox and includes the risks of listings via TSX Sandbox and any exemptions, waivers and special conditions applied.

Leaving the Sandbox

Once the waivers or exemptions granted under the program are no longer required and/or the issuer listed via TSX Sandbox has met any special conditions, the goal is for the issuer to exit the TSX Sandbox and be subject to standard TSX continued listing requirements.

Looking Ahead

While securities regulators have programs with similar objectives in place, such as the CSA Regulatory Sandbox and OSC LaunchPad, the TSX Sandbox appears to be a novel idea for an exchange. As it evolves, the TSX Sandbox could become a platform through which eligible applicants pursue novel listings or financings. However, only time will tell exactly how the TSX applies its discretion through the TSX Sandbox, the impact it may have on the issuer by listing through the TSX Sandbox and how it shapes future policy developments and TSX requirements.

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions