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ARTICLE · 12 JULY 2022

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Toronto Stock Exchange Staff Notice On Normal Course Issuer Bids

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In May 2022, the Toronto Stock Exchange ("TSX") issued Staff Notice 2022-0001 (the "Staff Notice") on normal course issuer bids ("NCIBs"), "providing guidance on Sections 628 and 629 of the TSX Company Manual...

CanadaFinance and Banking
Neil Wiener
Neil Wiener
Vincent Maltais
Vincent Maltais
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In May 2022, the Toronto Stock Exchange ("TSX") issued Staff Notice 2022-0001 (the "Staff Notice")1 on normal course issuer bids ("NCIBs"), "providing guidance on Sections 628 and 629 of the TSX Company Manual ... for frequently asked questions in respect of normal course issuer bids". Of the 35 FAQs in the Staff Notice, one question in particular has important implications for listed issuers carrying out NCIBs on TSX.

Annual Limit for NCIB Purchases

By way of background, Sections 628 and 6292 of the TSX Company Manual3 set out the rules for an NCIB on TSX. In short, a listed issuer can buy back, during a twelve-month period, a maximum number of shares equal to the greater of (i) 5% of the issuer's issued and outstanding shares, and (ii) 10% of its "public float", that is, the issued and outstanding shares less shares held by the issuer's directors and senior officers and the holders of more than 10% of its outstanding shares. For example, if a listed company

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