On January 15, 2015 the Toronto Stock Exchange (“TSX”) published for comment proposed amendments (the “Amendments”) to the TSX Company Manual (the “Manual”). The Amendments are compiled in a new Part XI to the Manual and create listing requirements for non-corporate issuers such as exchange traded products (“ETPs”), closed-end funds and structured products.
Among other topics, the Amendments set out minimum listing criteria for non-corporate issuers in three categories:
- market capitalization;
- structure and experience of management; and
- net asset value calculation.
Firstly, with respect to market capitalization, the Amendments will impose a $1 million minimum market capitalization for ETPs and structured products. For closed-end funds, the Amendments propose a minimum market capitalization of $20 million.
Secondly, the Amendments require that management of non-corporate issuers have “adequate and appropriate experience in the asset management industry, as determined by the TSX”, along with having a CEO, a CFO, a secretary and an independent review committee.
Lastly, the Amendments prescribe for minimum frequency of net asset value calculations, being daily for ETPs and at least weekly for closed-end funds and structured products. The results of these calculations must be available on a publicly accessible website.
The Amendments also address requirements for the listing of additional securities and other ongoing listing requirements, including describing instances in which non-corporate issuers may be suspended or delisted from the TSX. As a whole, the Amendments aim to clarify and codify these requirements for non-corporate issuers, which have developed on a largely ad hoc basis in recent years. The deadline for submitting comments to the TSX is March 16, 2015.