Notice of Housekeeping Rule Amendments to the Listing Forms – Cboe Canada Inc.
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto, Cboe Canada Inc. ("Cboe Canada") has adopted housekeeping rule changes to its Listing Forms (the "Housekeeping Rule Amendments"). The Ontario Securities Commission has not disagreed with the housekeeping categorization. The Housekeeping Rule Amendments comprise the following changes:
Housekeeping Rule Amendments and Rationale for Classification
The Housekeeping Rule Amendments are and, for the most part, address the following:
- The replacement of Neo Exchange Inc. ("NEO") branding with Cboe Canada branding;
- Formatting updates (e.g., layout of forms, numbering, fonts, etc.);
- The replacement of references to "Neo Exchange Inc." with references to "Cboe Canada Inc." and the deletion of references to "NEO," as applicable;
- The replacement of references to "IIROC" and "Investment Industry Regulatory Organization of Canada" with references to "CIRO" and "Canadian Investment Regulatory Organization," as applicable, to reflect the name change of that organization; and
- The correction of certain typographical errors and other minor editorial changes (e.g., updates to reflect the renumbering of certain provisions of the Listing Manual, the adjustment of articles and punctuation, minor rewording and changes to capitalization to improve clarity and/or internal consistency). The most notable changes in this category are further described in the table below. Please note that the numbering (e.g., questions or sections' numbers) used in the table below is that of the revised Listing Forms.
The Housekeeping Rule Amendments do not have a significant impact on the exchange, its market structure, members, issuers, investors or the Canadian capital markets, and are consistent with the changes as described in subsection 6.1(5)(b) of Companion Policy 21-101CP to National Instrument 21-101 Marketplace Operation.
| Listing Form | Amendments | Rationale | ||
|---|---|---|---|---|
| 1. | Form 1 -- Listing Application | The signature line of the Listing Agreement for all Listed Issuers was updated as follows: "Signature of Authorized Person". | Correction of typographical errors. | |
| Under Section 2(G) (Applicant Information), reference to Question "2F" updated to "2G". | ||||
| Under Section 6B (Corporate Governance Information), the reference to Section 10.01 of the Listing Manual was deleted. | No substantive content to meet and not mentioned in the descriptor above (Part B). | |||
| 2. | Form 3 -- Personal Information Form | Under Appendix B (Statutory Declaration), Section (ii) was updated to reflect the amended title of Appendix C "Personal Information Collection, Use and Disclosure Policy". | Editorial changes for clarification purposes and correction of typographical errors. | |
| Under Appendix C (Personal Information Collection, Use and Disclosure Policy): | ||||
| • | Section (iii) was updated to add "on the Exchange" at the end of the sentence to account for background checks that are completed outside of Canada (i.e., Cboe U.S.). | |||
| • | The "Failure to Consent" section was updated to reflect the amended title of Appendix C (Personal Information Collection, Use and Disclosure Policy). | |||
| • | [email protected] was replaced with [email protected] to reflect the updated distribution list of the Cboe Canada legal team. | |||
| • | The title of the second part of Appendix C was updated to replace the word "regulator" with the word "regulatory". | |||
| 3. | Form 7 -- Notice of Dividend | Deletion of "of the Form" after "Date". | For consistency purposes. | |
| 4. | Form 8 -- Notice of Prospectus Offering | Under Question K(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. | |
| 5. | Form 9 -- Notice of Private Placement | Under Question K(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. | |
| The second part of Question K, which needs to be answered if there is an affirmative response to the first part of the question, was updated as follows: | For clarification purposes. | |||
| • | "If the response to any of the foregoing questions is "YES", provide full particulars:". | |||
| 6. | Form 9A -- Price Reservation Form | N/A. | The English-language PDF version of Form 9A was decommissioned, and this form is now only fillable online on the Cboe Canada website at: https://www.cboe.ca/en/resources (in the drop-down menu under the sub-heading "Select a Listing Form:" in the "Listing Forms" section). | |
| 7. | Form 9B -- Notice of Amendment of Convertible Security | Under Question (i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. | |
| 8. | Form 10 -- Notice of Acquisition | Under Question M(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical errors. | |
| Under Question M(ii), the reference to Section 10.10 of the Listing Manual was updated to Section 10.11. | ||||
| The second part of Question M, which needs to be answered when there is an affirmative response to the first part of the question, was updated as follows: | For clarification purposes. | |||
| • | "If the response to any of the foregoing questions is "YES", provide full particulars:". | |||
| 9. | Form 11 -- Notice of Security Based Compensation Arrangement Award or Amendment | Under Section 3 (Additional Information): | Correction of typographical errors. | |
| • | Under Question B(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | |||
| • | Under Question B(ii), the reference to Section 10.13 of the Listing Manual was updated to Section 10.12. | |||
| 10. | Form 12 -- Notice of Rights Offering | Under Question E(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical errors. | |
| Under Question E(ii), the reference to Section 10.14 of the Listing Manual was updated to Section 10.13. | ||||
| 11. | Form 13 -- Notice of Take-Over Bid | Under Question E(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. | |
| Section 2 of the certificate was amended to delete the following: "and will conduct the take-over bid in compliance with applicable securities legislation,". | For consistency with other forms' certificates. | |||
| 12. | Form 14A -- Notice of Additional Listing | Under Question G(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. | |
| 13. | Form 14B -- Notice of Cancellation of Securities | N/A. | N/A. | |
| 14. | Form 14C -- Notice of Exercise of Over-Allotment Option | Under Question E(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical errors. | |
| Questions E(ii) and (iii) were updated to replace the word "acquisition" with "additional listing". | ||||
| 15. | Form 15 -- Notice of Creation or Redemption | N/A. | N/A. | |
| 16. | Form 16 -- Notice of Name Change | N/A. | N/A. | |
| 17. | Form 17 -- Notice of Stock Subdivision (Forward Stock Split) | N/A. | N/A. | |
| 18. | Form 18 -- Notice of Security Consolidation (Reverse Stock Split) | N/A. | N/A. | |
| 19. | Form 18A -- Confirmation of Distribution Requirements in Connection with Security Consolidation | Section 2 of the certificate was amended to delete the following: "and will conduct the issuer bid in compliance with applicable securities legislation,". | For consistency with other forms' certificates. | |
| 20. | Form 19 -- Notice of Security Restructuring | On the first page of the form: | Correction of typographical errors. | |
| • | The reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | |||
| • | The word "offering" was replaced with the word "restructuring". | |||
| 21. | Form 20 -- Notice of Formal Issuer Bid | On the first page of the form, the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical error. For consistency with other forms' certificates. | |
| Section 2 of the certificate was amended to delete the following: "and will conduct the issuer bid in compliance with applicable securities legislation,". | ||||
| 22. | Form 20A -- Notice of Normal Course Issuer Bid | N/A. | N/A. | |
| 23. | Form 20B -- Notice of Normal Course Issuer Bid Purchases | The first sentence of the certificate was updated to delete the following: "If this Form is filed by the Listed Issuer,". | For consistency with other forms' certificates. | |
| 24. | Form 21 -- Notice of Shareholder Rights Plan | N/A. | N/A. | |
| 25. | Form 22 -- Notice of Significant Transaction | Under Question H(i), the reference to Section 10.09(8) of the Listing Manual was updated to Section 10.09(9). | Correction of typographical errors. | |
| Questions H(ii) and (iii) were updated to replace the word "acquisition" with the word "transaction". | ||||
| 26. | Form 23 -- Notice of Change of Underlying or Composition | N/A. | N/A. | |
| 27. | Form 24 -- Notice of Delisting | N/A. | N/A. | |
The Listing Forms can be viewed on the Cboe Canada website at: https://www.cboe.ca/en/resources.
The Housekeeping Rule Amendments are effective as of the date hereof.