In a blog post last week, we discussed the recent announcement by the TSX that it was consolidating its Personal Information Form and Declaration with those of the TSX-V. The announcement, however, also included information on a number of other changes to the TSX Company Manual intended to clarify existing definitions, improve the instructions for filers and reduce or eliminate common filing deficiencies. To that end, amendments to two particlar provisions may be of specific interest to issuers.
The amendments introduced section 627(c) to the Manual in order to import guidance found in Staff Notice 2005-0002 to deal with the delisting of issuers that are subect to a going private transaction. The new section describes the procedure the TSX will follow in delisting an issuer and provides an example of factors that may be taken into account in the application of the procedure in the going private context, including with respect to interlisted securities.
Section 466 of the Manual, which requires issuers to concurrently file a copy of all written securityholder correspondence with the TSX's Listed Issuer Services, has also been amended to remove the provision that permits concurrent filings through SEDAR. On this point, the TSX stated that since notices sent to holders of listed securities may contain time sensitive information, filing on SEDAR alone was insufficient. Issuers must now concurrently file correspondence by email. The TSX has, however, included an exception from the requirement for annual reports, financial statements and annual meeting materials.