TSX: Don’t Omit Significant Information in Private Placement Notice

February 2, 2018
  • The Toronto Stock Exchange (TSX) has adopted amendments to TSX Form 11 – Notice of Private Placement (Form 11) to clarify the type of “significant information” to be disclosed therein.
  • These amendments follow the publication of TSX Staff Notice 2017-0010 (Staff Notice), which reminded TSX-listed issuers that they are expected to describe significant information regarding a proposed private placement not otherwise disclosed in Form 11.

As described in the Staff Notice, Form 11 is intended to provide the TSX with key information about a proposed distribution. Per Item 12 of Form 11, TSX-listed issuers are required to disclose significant information regarding the private placement. The Staff Notice and amended Form 11 provide guidance as to what the TSX considers significant information. The definition encompasses “any relevant significant matters” including the following, among others::

  • Upcoming shareholders meetings for which a record date has been or is shortly expected to be determined.
  • Pending mergers, acquisitions, take-over bids, changes to capital structure or other significant transactions.
  • Potential dissident shareholders.
  • Anticipated proxy contests. The amendments to Form 11 are effective as of February 1, 2018.

The Staff Notice also reminds issuers that the completeness and accuracy of a Form 11 filing is to be certified by a director or officer of the issuer and that the TSX expects issuers to review and complete the form carefully and thoroughly.

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