TSX and TSX-V Extend Deadlines for AGMs During COVID-19 Pandemic

March 24, 2020

Issuers listed on the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSX-V) have been granted relief from certain provisions of the TSX Company Manual and the TSX-V Policies in response to the COVID-19 pandemic.

  • TSX temporarily extends deadlines for holding annual meetings and shareholder approval of security based compensation arrangements and waives notice requirements for the late filing of financial statements.
  • Daily limits for purchases made under normal course issuer bids are temporarily increased.
  • In light of current market conditions, the TSX will also disregard certain delisting criteria for the remainder of 2020.
  • TSX-V also extends annual meeting timelines along with approval deadlines for rolling stock option plans.
  • Issuers are reminded to consider annual meeting timing requirements under corporate law and other constating documents.

TSX Relief

Pursuant to Staff Notice 2020-0002 COVID-19 Measures (TSX Staff Notice), the following temporary relief is being granted to TSX listed issuers:

  • Financial Statements. During 2020, listed issuers will not be required to notify the TSX of the late filing of their annual financial statements and/or interim financial statements. Issuers must still comply with securities legislation regarding the filing of these documents. See our related post on blanket relief granted by securities regulators to extend applicable filing deadlines. 
  • Annual Meetings. Listed issuers required to hold annual meetings in 2020 may do so on any date in 2020 up to and including December 31, 2020, regardless of the issuer’s fiscal year end, despite the TSX requirement to hold a meeting within six months of the issuer’s year end. Issuers are reminded that they should still comply with applicable corporate law and their constating documents in respect of the timing of their annual meetings.
  • Security-Based Compensation Arrangements. Given the extended deadline for holding an annual meeting, the three-year deadline for obtaining securityholder approval for all unallocated awards under a security-based compensation arrangement will be extended. If a listed issuer’s security-based compensation arrangement is up for approval in 2020, the issuer may continue to grant awards under the plan until the earlier of the 2020 annual meeting and December 31, 2020. Awards granted during this timeframe may be exercised even prior to their ratification by securityholders.
  • Normal Course Issuer Bids. Between March 23, 2020 and June 30, 2020, the TSX is increasing the volume of purchases that may be made in one trading day on the TSX under an NCIB so that the amount of NCIB purchases must not exceed 50% of the average daily trading volume of the listed securities of that class. Similar relief is also being granted to participating organizations of TSX acting on behalf of issuers for NCIB purchases.
  • Delisting Criteria – Market Value. For the remainder of 2020, the TSX will disregard certain prescribed delisting criteria under its rules, being a market value of the issuer’s securities of less than $3,000,000 over any period of 30 consecutive trading days, or where the market value of the issuer’s freely-tradeable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days.

In addition to the relief described above, the TSX will also consider, on a case-by-case basis, the use of a time period shorter than 5 days for the determination of market price for the purposes of pricing securities (Including warrants) for private placements. Such relief will be available on a discretionary basis upon application by the issuer. Issuers will not be required to apply to rely on any other relief set in the Staff Notice.

TSX-V Relief

The TSX-V has also released a Bulletin extending the deadlines for annual meetings and stock option plan approval:

  • Annual Meetings. Listed issuers required to hold annual meetings in 2020 may do so on any date in 2020 up to and including December 31, 2020, regardless of the issuer’s fiscal year end. Issuers are reminded that they should still comply with applicable corporate law and their constating documents in respect of the timing of their annual meeting.
  • Stock Option Plans. Rolling option plans that would generally require approval on an annual basis may be approved at the issuer’s 2020 annual meeting even where such meeting is more than one year from the date the plan was last approved.

DISCLAIMER: This publication is intended to convey general information about legal issues and developments as of the indicated date. It does not constitute legal advice and must not be treated or relied on as such. Please read our full disclaimer at www.stikeman.com/legal-notice.

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