An issuer seeking to voluntarily delist its securities from the Toronto Stock Exchange (TSX) is now faced with new rules aimed at providing protection to its security holders, which may require security holder approval to proceed with the delisting. On April 30, 2015, the Ontario Securities Commission announced that amendments by the TSX to section 720 of the TSX Company Manual had been approved and became effective that day. These amendments were originally published for comment in a request for comments on January 22, 2015.
Section 720 of the TSX Company Manual concerns the voluntary delisting of an issuer. The amendments to section 720 require an issuer applying for a voluntary delisting to submit with its application: (a) a resolution of the issuer’s board of directors approving the delisting application; and (b) a draft copy of the press release announcing the voluntary delisting and the details relating thereto. The amendments also require issuers to obtain the approval of the holders of an affected class or series of securities for a voluntary delisting application for the principal equity class or classes of a listed issuer’s securities. The TSX may waive the requirement for security holder approval if it is satisfied that…
Bennett Jones LLP – John D. MacNeil, Kwang Lim, Ronald W. Fichter and Stephanie A. Romano – May 22 2015.
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