TSX Publishes Guidance On Pricing Offerings

The Toronto Stock Exchange (the "TSX") has published a staff notice offering guidance on the pricing of public offerings and private placements by issuers in possession of material undisclosed information. While the staff notice codifies current unwritten practice for those financings that are announced concurrently with an acquisition (the "Pricing Exception"), it clarifies limitations on the Pricing Exception and introduces an additional requirement.

Current Rules and the Pricing Exception

The TSX Company Manual (the "Company Manual") requires that a private placement – and a prospectus offering to which the TSX has determined its private placement rules apply – be priced at "market price", as defined in the Company Manual, minus a permitted discount. The market price is intended to take into account all material events, changes and announcements of the issuer, consistent with the principle that all material information relating to the issuer should be publicly