Notice – Housekeeping Rule Amendments to the TSX Company Manual – Toronto Stock Exchange (TSX Inc.)
Introduction
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), Toronto Stock Exchange ("TSX") has adopted, and the Ontario Securities Commission ("OSC") has approved, certain housekeeping amendments (the "Amendments") to TSX Company Reporting Form 2E -- Change in Transfer Agent & Registrar ("Reporting Form 2E") and Reporting Form 5 -- Dividend/Distribution Declaration ("Reporting Form 5") of the TSX Company Manual (the "Manual"). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The OSC has not disagreed with the categorization of the Amendments as Housekeeping Rules. In accordance with Section 5 of the Protocol, TSX has obtained a waiver from the OSC in connection with the requirements to obtain approval by the board of directors of TSX.
Summary and Rationale of the Non-Public Interest Amendments
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Section of the Manual |
Amendment |
Rationale |
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1. |
Reporting Form 2E |
Amend language to confirm whether the change in transfer agent and registrar applies to all of the issuer's listed securities, or only to certain securities. |
When an issuer reports a change in its transfer agent and registrar, Reporting Form 2E assumes that the issuer has the same transfer agent and registrar for all of its listed securities. However, this is not always the case. Some issuers may have different transfer agents and registrars for its various securities, in which case, issuers subsequently contact TSX Staff to confirm which securities are actually affected by the change reported in the form. The amendment seeks to clarify whether the change in transfer agent and registrar applies to all of the listed securities of the issuer, and if not, which securities the change applies to. |
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2. |
Reporting Form 5 |
Amend language to confirm, in the case of a regular dividend that is not being declared on a security with TSX for the first time, whether the frequency of such dividend has changed, and if so, what the frequency of such dividend is. |
For regular dividends, Reporting Form 5 asks issuers to confirm whether the dividend is being declared on a security with TSX for the first time, and if so, the issuer is required to indicate the frequency of such dividend. If the issuer indicates that the dividend is not being declared on a security with TSX for the first time, the current form does not prompt the issuer to indicate whether the frequency of such dividend has changed. There are cases, however, where the frequency of a previously declared dividend on a security has changed. As such, the amendment seeks to clarify whether there are any changes to the frequency of a dividend being declared, and if so, what the frequency is. |
Text of the Amendments
The Amendments are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments are set out at Appendix B.
Effective Date
The Amendments become effective on September 12, 2022.
APPENDIX "A"
BLACKLINE OF NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Amendment 1
Form 2E -- Change in Transfer Agent & Registrar
General
Issuer
Details
Transfer Agent (New)*
Co-Transfer Agent (If Applicable)
Name of Registrar*
Does the change apply to all the securities listed?
Yes
No
If no, please confirm which securities the change applies to (name and symbol):
Effective Date of Change*
Amendment 2
Form 5 -- Dividend / Distribution Declaration
[...]
• Regular Dividend (Dividend with fixed frequency, e.g. monthly or quarterly)
[...]
Is this the first time a dividend is being declared on this security with TSX?*
Yes
Frequency of Dividend*
Monthly
Bi-Monthly
Quarterly
Semi-Annually
Annually
Interim
Not Applicable
Actual/approximate annual dollar amount of Dividend per security (if known)
No
Has the frequency of dividend changed?
Yes
Monthly
Bi-Monthly
Quarterly
Semi-Annually
Annually
Interim
Not Applicable
No
Except for variable dividend amount types, please specify if the amount per share changed from the previous declaration.
[...]
APPENDIX "B"
CLEAN VERSION OF NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Amendment 1
Form 2E -- Change in Transfer Agent & Registrar
General
Issuer
Details
Transfer Agent (New)*
Co-Transfer Agent (If Applicable)
Name of Registrar*
Does the change apply to all the securities listed?
Yes
No
If no, please confirm which securities the change applies to (name and symbol):
Effective Date of Change*
Amendment 2
Form 5 -- Dividend / Distribution Declaration
[...]
• Regular Dividend (Dividend with fixed frequency, e.g. monthly or quarterly)
[...]
Is this the first time a dividend is being declared on this security with TSX?*
Yes
Frequency of Dividend*
Monthly
Bi-Monthly
Quarterly
Semi-Annually
Annually
Interim
Not Applicable
Actual/approximate annual dollar amount of Dividend per security (if known)
No
Has the frequency of dividend changed?*
Yes
Monthly
Bi-Monthly
Quarterly
Semi-Annually
Annually
Interim
Not Applicable
No
Except for variable dividend amount types, please specify if the amount per share changed from the previous declaration.
[...]