Notice of Approval – Housekeeping Amendments to the TSX Company Manual - Toronto Stock Exchange (TSX Inc.)
Introduction
In accordance with the Protocol for Commission Oversight of Toronto Stock Exchange Rule Proposals between the Ontario Securities Commission (the "OSC") and Toronto Stock Exchange ("TSX"), TSX has adopted, and the OSC has approved, amendments (the "Amendments") to the TSX Company Manual (the "Manual"). The Amendments are housekeeping in nature and therefore are considered non-public interest amendments.
Reasons for the Amendments
1. Section 910 (A) and Section 910 (B) currently list the telephone and fax numbers for Paid Distribution News Services and Financial News Services. The Amendments remove the telephone and fax information from the Manual since it is not regulatory information and requires frequent updating. This information is now provided on TSX's web site under TSX Issuer Resources, enabling TSX to keep the information current on a timely basis.
2. The definition of "Market Surveillance" in Part I of the Manual requires updating to refer to the Investment Industry Regulatory Organization of Canada rather than Market Regulation Services Inc.
3. The text at Section 629.1 will be deleted. In 2007, when the Normal Course Issuer Bid ("NCIB") provisions in the Manual were amended, this section was reserved for rules relating to the use of derivatives and accelerated buy backs in conjunction with NCIBs. However TSX has determined that such rules would have very limited applicability to its issuers and are particularly complex. TSX has therefore determined that it will not move ahead to propose a rule in section 629.1 and will remove the placeholder accordingly. Issuers who would like to pursue the use of derivatives or accelerated buybacks in the context of NCIBs are invited to make application to TSX for discretionary relief.
Text of Amendments
The Amendments are attached as Appendix A.
Effective Date
The Amendments become effective on April 9, 2009.
Appendix A
Non-Public Interest Amendments to the TSX Company Manual
Sec. 910.
As a matter of routine procedure, all information of importance should be released as quickly as circumstances permit, and to as broad an audience as possible. After notification to Market Surveillance, a news release must be transmitted to the media by the quickest possible method, and by one that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, the Exchange's timely disclosure policy requires that a wire service (or combination of services) be used which provides national and simultaneous coverage of the full text of the release to the national financial press and daily newspapers that provide regular coverage of financial news, to all Participating Organizations and to all relevant regulatory bodies. If the officials of a listed company have any questions about the acceptability of a particular means of dissemination, they should contact Market Surveillance. A list of key segments of the news media is set out below.
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A) |
Paid Distribution News Services (providing full text coverage) |
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CNW Group |
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Marketwire, Incorporated |
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Infolink |
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Filing Services Canada Inc. |
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Business Wire |
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B) |
Financial News Services |
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Dow Jones (Toronto) |
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Dow Jones (Montréal) |
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Reuters (Toronto) |
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Reuters (Montréal) |
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Bloomberg News |
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Canadian Press (Toronto) |
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Canadian Press (Montréal) |
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Part I -- Interpretation
"Market Surveillance" means the Market Surveillance Division Department of Market Regulation Services Inc. the Investment Industry Regulatory Organization of Canada.
Part VI -- Changes in Capital Structure of Listed Issuers
Sec. 629.1
Use of Derivatives and Accelerated Buy Backs in Conjunction with Normal Course Issuer Bids [Note: Section 629.1 is not yet in effect, and will be published separately at a later date.] [Deleted.]