TSX Provides FAQ Guidance On Normal Course Issuer Bids

On January 15, 2016, the Toronto Stock Exchange (TSX) issued Staff Notice 2016-0001 (the Staff Notice) which answers questions on the application of sections 628 and 629 of the TSX Company Manual (the Manual) to normal course issuer bids (NCIBs) by listed issuers. While some of the guidance underscores information from the Manual, a number of points have been helpfully clarified.

Intersection between TSX and ATS purchases

Notably, the TSX has drawn a clear distinction between securities purchased through the facilities of the TSX and those purchased on other exchanges or alternative trading systems (ATSs). Issuers and their buying brokers making purchases on ATSs or any other marketplace must satisfy themselves that they are properly relying on, and in compliance with, an exemption from the issuer bid rules under applicable securities laws. In particular, under the Securities Act (Ontario) and under Multilateral Instrument 62-104 – Take-Over Bids and Issuer