Notice of Approval - Housekeeping Amendments to the TSX Company Manual and to the TSX Rules - Toronto Stock Exchange (TSX Inc.)

TMX Group Limited and TSX Inc. rule review and notices
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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, various amendments (the "Amendments") to the TSX Company Manual (the "Manual") and to the Rules of the Toronto Stock Exchange (the "Trading Rules").

Reasons for the Amendments

The Amendments are housekeeping in nature and therefore are considered non-public interest amendments. The Amendments provide for changes in the Manual and the Trading Rules required as a result of the recent consolidation of the Investment Dealers Association of Canada and Market Regulation Services Inc. ("RS") into the Investment Industry Regulatory Organization of Canada ("IIROC").

Summary of the Amendments

The Amendments are required to change references in the Manual and the Trading Rules from RS to IIROC.

Text of Amendments

The Amendments are attached as Appendix A and B.

Effective Date

The Amendments will become effective on September 12, 2008.

 

APPENDIX A

NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL

Sec. 423.12

5. Rumours on the Internet --

Rumours about the issuer may appear on chat rooms and newsgroups. Rumours may spread more quickly and more widely on the Internet than by other media. RS IIROC Market Surveillance monitors chat rooms and news groups on the Internet to identify rumours about TSX listed issuers that may influence the trading activity of their stocks. TSX Timely Disclosure Policy addresses how an issuer should respond to rumours. An issuer is not expected to monitor chat rooms or news groups for rumours about itself. Nevertheless, TSX recommends that the issuer's standard policy for addressing rumours apply to those on the Internet.

Whether an issuer should respond to a rumour depends on the circumstances. TSX suggests that the issuer should consider the market impact of the rumour and the degree of accuracy and significance to the issuer. In general, TSX recommends against an issuer participating on a chat room or newsgroup to dispel or clarify a rumour as such action may give rise to selective disclosure concerns and may create the expectation that the issuer will always respond. Instead, the issuer should issue a news release to ensure widespread dissemination of its statement.

If an issuer becomes aware of a rumour on a chat room, newsgroup or any other source that may have a material impact on the price of its stock, it should immediately contact Market Surveillance. If the information is false and is materially influencing the trading activity of the issuer's securities, it may consider issuing a clarifying news release. The issuer should contact Market Surveillance so that they can monitor trading in the issuer's securities. If Market Surveillance determines that trading is being affected by the rumour, it may require the issuer to issue a news release stating that there are no corporate developments to explain the market activity.

 

APPENDIX B

NON-PUBLIC INTEREST AMENDMENTS TO THE RULES OF THE TORONTO STOCK EXCHANGE

RULES (AS AT DECEMBER 14, 2007•, 2008)

  

POLICIES

 

"IIROC" means the Investment Industry Regulatory Organization of Canada.

      

 

****

      

 

"Market Surveillance Official" means:

      

 
 

(a)

a Market Integrity Official where the administration of any Rule or Policy is undertaken by RSIIROC on behalf of the Exchange; and

      

 
 

(b)

an employee of the Exchange designated by the Exchange to perform such functions and exercise such power.

      

 

Amended (April 1, 2002)•, 2008)

      

 

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"RS" means Market Regulation Services Inc.

      

 

Added (April 1, 2002)

      

 

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"UMIR" means the Universal Market Integrity Rules as adopted by RSIIROC or a predecessor or successor organization and approved by the applicable securities regulatory authorities and in effect from time to time.

      

 

AddedAmended (April 1, 2002)•, 2008)

      

 

****

      

 

4-107 Specialty Price Crosses

  

4-107 Specialty Price Crosses

 

(1)

Execution

  

(1)

Qualifying Basis Trades

 

Specialty Price Crosses may be executed in the Regular Session and the Special Trading Session.

  

A Basis Trade shall comprise of at least 80 percent of the component share weighting of the basket of securities or index participation unit that is the subject of the Basis Trade.

 

(2)

Restriction on Setting Last Sale or Closing Price

      

 

Specialty Price Crosses shall not be used in the calculation of either a last sale price or closing price for a stock for the Regular Session or the Special Trading Session.

  

(2)

Reporting of Basis Trades

 

Added (May 30, 2003)

  

Participating Organizations executing Basis Trades on the Exchange shall report details of the transaction to a Market Surveillance Official at the Exchange and RSIIROC in the format and at the time required by the Exchange and RSIIROC. Such information shall include complete details relating to the calculation of the price of the Basis Trade and all relevant supporting documentation.

 
       

(3)

Qualifying Volume-Weighted Average Price Trades

 
       

A Volume-Weighted Average Price Trade that is not calculated based on all trades during the Regular Session on a Trading Day shall be determined in such a manner that the time period for calculating the volume-weighted average price must commence after the receipt of the order by the Participating Organization. In addition, the types of trades to be excluded from the calculation must be determined prior to the commencement of the calculation period.

 
       

(4)

Reporting of Volume-Weighted Average Price Trades

 
       

Participating Organizations executing Volume-Weighted Average Price Trades on the Exchange shall report details of the transaction to a Market Surveillance Official at the Exchange and RSIIROC in the format and at the time required by the Exchange and RSIIROC. Such information shall include details of the time period used to calculate the volume-weighted average price, a description of any types of trades excluded from the volume-weighted average price calculation and all relevant supporting documentation.

 
       

AddedAmended (May 30, 2003)•, 2008)

 

4-108 ATX Facility

      

 

(1)

Intent Entry

      

 

Intents may be entered, by an ATX Subscriber, into the CIB at any time on a Trading Day. Intents entered in the CIB will not interact with the Book.

      

 

(2)

Intent Size Increment

      

 

The ATX facility operates in a minimum size increment of one security for each Intent.

      

 

(3)

Order Entry

      

 

Orders from an ATX Subscriber may be routed to ATX at any time on a Trading Day. Orders that an ATX Subscriber routes to ATX will not be held in the CIB but will match with Intents held in the CIB in accordance this Rule 4-108.

      

 

(4)

Eligible Orders

      

 

Orders which are at least one security in volume are eligible for matching in ATX.

      

 

(5)

Matching of Intents and Orders

      

 
 

(a)

All Intents entered by an ATX Subscriber must have a Minimum Quote Spread and a Minimum Quote Volume specified. Both of these conditions must be satisfied in order for an Intent to be eligible to match in ATX. A Minimum Quote Spread is satisfied, if, at the time of the match, the spread value of the CBBO is greater than or equal to the Intent's Minimum Quote Spread. A Minimum Quote Volume is satisfied if, at the time of the match, the aggregate volume of the CBBO, on the same side as the Intent, is greater than or equal to the Intent's Minimum Quote Volume.

      

 
 

(b)

Orders will be immediately matched with Intents in the CIB that are on the contra side of the order, subject to Rule 4-108(5)(a). A buy order will be matched with a sell Intent at the Canadian Best Offer, at such time, plus price improvement as determined from time to time by the Exchange. A sell order will be matched with a buy Intent at the Canadian Best Bid, at such time, plus price improvement as determined from time to time by the Exchange.

      

 
 

(c)

Subject to Rule 4-108(5)(a), active Intents will be immediately matched with other Intents in the CIB that are on the contra side of the active Intent. An active buy Intent will be matched with a sell Intent at the Canadian Best Offer, at such time, plus price improvement as determined from time to time by the Exchange. An active sell Intent will be matched with a buy Intent at the Canadian Best Bid, at such time, plus price improvement as determined from time to time by the Exchange.

      

 
 

(d)

All matching in ATX will occur during the Regular Session but will not occur if the security is halted or delayed by the Exchange or RSIIROC.

      

 
 

(e)

Matches will not execute if at the time the match is reported to the Exchange it is outside the bid price and ask price quoted on the Exchange. Notwithstanding Rules 4-801 and 4-802, matches will execute if at the time the match is reported to the Exchange it is at the bid price or ask price quoted on the Exchange.

      

 

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AddedAmended (June 13, 2007)• 2008)