On September 28, 2012, the Toronto Stock Exchange (“TSX”) published a notice (the “Notice”) to provide guidance with respect to disclosure and other related requirements where a transaction is subject to security holder approval pursuant to the TSX Company Manual (the “Manual”). For security holders to make an informed decision whether to approve a transaction, listed issuers are required to disclose material terms of the transaction either in the circular that will be mailed to security holders or in the form of written consent. Under certain circumstances, certain disclosure is applicable to press releases disclosing the material terms of a transaction.
The guidance provided by the TSX generally applies to transactions involving the issuance of securities such as private placements and acquisitions, and also applies to transactions involving insiders or related parties of non-exempt issuers which do not involve the issuance of securities but which require security holder approval.
If the TSX requires security holder approval or exempts an issuer from security holder approval, listed issuers and their advisors must provide a draft of a circular to the TSX for review at least five business days in advance of finalization of the circular.
The disclosure should include certain terms, as applicable, details of which are outlined in the Notice. For more information, please refer to the Notice, which can be found here.