Notice of Housekeeping Rule Amendments - Housekeeping 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 has approved, amendments (the "Amendments") to Parts III, IV and VI of the TSX Company Manual (the "Manual"). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The Ontario Securities Commission has not disagreed with the categorization of the Amendments as Housekeeping Rules.
Reasons for the Amendments
The Amendments relate to non-public interest changes to (i) update requirements in the Manual regarding stock symbols, and (ii) require issuers to email certain news releases disclosing voting results of director elections to TSX.
Summary of the Amendments
|
Section |
Amendment |
Rationale |
|
355 -- Stock Symbol 619(b) -- Name or Symbol Changes |
Amend sections to reflect that stock symbols may now consist of up to four letters of the alphabet instead of the previous limit of up to three letters. |
Update Manual to reflect the availability of four letter stock symbols. |
|
461.4 -- News release disclosing detailed voting results |
Amend section to require issuers to email TSX a copy of the news release disclosing voting results of director elections where one or more director is not elected by a majority of votes. |
Update notice requirement so that TSX receives news release via email. |
Text of the Amendments
The Amendments to the Manual are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments to the Manual is set out at Appendix B.
Timing and Transition
The Amendments become effective on November 1, 2016.
APPENDIX A
BLACKLINES OF NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Stock Symbol
Sec. 355.
The new listed issuer is assigned a stock symbol by Exchange staff. The stock symbol is an abbreviation of the issuing company's name, consisting of not more than threefour letters of the alphabet. A suffix is attached to the symbol to identify preferred shares, rights, warrants, or a specific class of shares.
A request for a specific trading symbol may be made to the Exchange by the company when applying for listing. Every effort will be made to reserve the symbol requested, but there is no guarantee that it will be available.
The stock symbol assigned by the Exchange will be unique to the company for all trading on Canadian exchanges. If the company is already listed on another Canadian exchange, its securities will trade on the Toronto Stock Exchange under the same symbol.
Sec. 461.4.
Following each meeting of security holders at which there is a vote on the election of directors at an uncontested meeting, each listed issuer must forthwith issue a news release disclosing the detailed voting results for the election of each director.,{7} and must forthwith provide a copy of the news release to TSX by email to [email protected] if one or more director is not elected by at least a majority of the votes cast with respect to his or her election.
Sec. 619. Name or Symbol Changes
(a) A listed issuer proposing to change its name must notify TSX as soon as possible after the decision to change the name has been made. The new name must be acceptable to TSX.
(b) If the proposed change is substantial, it may be appropriate for TSX to assign a new stock symbol to the listed issuer's securities. The listed issuer's choices, if any, in this regard should be communicated to TSX, in order of preference, in advance of the effective date of the name change. The symbol may consist of up to three four letters (excluding the letters that differentiate between different classes of securities).
{7} The news release is intended to provide the reader with insight into the level of support received for each director. Accordingly, issuers should disclose one of the following in their news release: (i) the percentages of votes received 'for' and 'withheld' for each director; (ii) the total votes cast by ballot with the number that each director received 'for'; or (iii) the percentages and total number of votes received 'for' each director.
If no formal count has occurred that would meaningfully represent the level of support received by each director, for example when a vote is conducted by a show of hands, TSX expects the disclosure at least to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.
APPENDIX B
NON-PUBLIC INTEREST AMENDMENTS TO THE TSX COMPANY MANUAL
Stock Symbol
Sec. 355.
The new listed issuer is assigned a stock symbol by Exchange staff. The stock symbol is an abbreviation of the issuing company's name, consisting of not more than four letters of the alphabet. A suffix is attached to the symbol to identify preferred shares, rights, warrants, or a specific class of shares.
A request for a specific trading symbol may be made to the Exchange by the company when applying for listing. Every effort will be made to reserve the symbol requested, but there is no guarantee that it will be available.
The stock symbol assigned by the Exchange will be unique to the company for all trading on Canadian exchanges. If the company is already listed on another Canadian exchange, its securities will trade on the Toronto Stock Exchange under the same symbol.
Sec. 461.4.
Following each meeting of security holders at which there is a vote on the election of directors at an uncontested meeting, each listed issuer must forthwith issue a news release disclosing the detailed voting results for the election of each director,{7}and must forthwith provide a copy of the news release to TSX by email to [email protected] if one or more director is not elected by at least a majority of the votes cast with respect to his or her election.
Sec. 619. Name or Symbol Changes
(a) A listed issuer proposing to change its name must notify TSX as soon as possible after the decision to change the name has been made. The new name must be acceptable to TSX.
(b) If the proposed change is substantial, it may be appropriate for TSX to assign a new stock symbol to the listed issuer's securities. The listed issuer's choices, if any, in this regard should be communicated to TSX, in order of preference, in advance of the effective date of the name change. The symbol may consist of up to four letters (excluding the letters that differentiate between different classes of securities).
{7} The news release is intended to provide the reader with insight into the level of support received for each director. Accordingly, issuers should disclose one of the following in their news release: (i) the percentages of votes received 'for' and 'withheld' for each director; (ii) the total votes cast by ballot with the number that each director received 'for'; or (iii) the percentages and total number of votes received 'for' each director.
If no formal count has occurred that would meaningfully represent the level of support received by each director, for example when a vote is conducted by a show of hands, TSX expects the disclosure at least to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.