TSX Company Manual:

TSX Company Manual
Part I Introduction
Part II Why List on the Toronto Stock Exchange?
Part III Original Listing Requirements
Part IV Maintaining a Listing — General Requirements
Part V Special Requirements for Non-Exempt Issuers
Part VI Changes in Capital Structure of Listed Issuers
Part VII Halting of Trading, Suspension and Delisting of Securities
Part VIII Fees Payable by Listed Companies
Part IX Dealing with the News Media
Part X Special Purpose Acquisition Corporations (SPACs)
Part XI Requirements Applicable to Non-Corporate Issuers
Provisions Respecting Conflict of Interest and Competitors of TMX Group Limited
Forms
Appendices
Notices of Approval
Requests for Comments
Staff Notices to Applicants, Listed Issuers, Securities Lawyers and Participating Organizations
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Location: TSX Company Manual > Notices of Approval > Notice of Housekeeping Rule Amendments Housekeeping Amendments to the Toronto Stock Exchange ("TSX") Company Manual (February 11, 2016) > Appendix B Blacklines of Non-public Interest Amendments

Appendix A Summary of Comments and Responses Appendix C Non-public Interest Amendments

Appendix B Blacklines of Non-public Interest Amendments

  Versions
(1 version)
 
Feb 11 2016 onwards

III. Customized Security Certificates

Exempt Issuers—Industrial Category

General

1. All certificates representing listed securities of Industrial issuers listed on an exempt basis shall be printed in a manner acceptable to TSX by a recognized bank note company (or its affiliates) which has been approved by TSX for this purpose.
2. All security certificates shall be 12" × 8" (30.48 cm. × 20.32 cm.) in size.
3. All dies, rolls, plates and other engravings used in the manufacture of certificates shall, at all times, be and remain in the possession of the producing bank note company.
4. The design of security certificates shall include:
a) a vignette;
a) b) a "title" or legal name of the listed issuer;
b) c) a general or promissory text;
c) d) a colour panel or panels, or a colour border in lathe pattern, of not less than 10 square inches in total area;
d) e) a space to indicate ownership and denomination, generally referred to as the "open throat" area;
e) f) a printed underlay in black or in colour in the area of the "open throat";
g) a printed underlay in colour other than black in the area of the general or promissory text;
f) h) a CUSIP number (as provided in Section 350 of the Manual);
g) i) a prominent indication of the class of securities to which the certificate refers;
h) j) a denomination "counter" separate and distinct from the "open throat" area;
i) k) a transferability clause, indicating where certificates are transferable;
j) l) the names of the transfer agent(s) and registrar(s), if other than the issuing company;
k) m) original or facsimile signatures of one or more officers of the listed issuer;
l) n) a document control or serial number; and
m) o) the name of the bank note company producing the certificate.
5. Certificates shall provide for transfer and registration in the principal office of, one or more, of the cities of Vancouver, British Columbia; Calgary, Alberta; Toronto, Ontario; Montréal, Québec; or Halifax, Nova Scotia. When securities are transferable in more than one city, the certificates shall be identical in colour and design, except as to the names of the transfer agent and registrar, as the case may be, and shall bear a legend naming all cities where transferable.
6. Where a single denomination certificate is issued, it shall be completed in accordance with the above requirements using a penetrating ink ribbon.
7. The denomination of a security certificate shall be indicated:
a) in the upper right-hand quadrant of the certificate in an area bearing an underlay of fine intaglio lines;
i) in the case of a board lot certificate by printing in numerical form; or
ii) in the case of a certificate for less than 100 securities by computer printing or typewriting using a penetrating ink ribbon or by a process of paper maceration in numerical form.
b) in the "open throat" area:
i) by computer printing or typewriting using a penetrating ink ribbon in alphabetized form; or
ii) by a process of paper maceration in numerical form.
Where a single denomination security certificate is issued, the denomination shall be indicated by using a penetrating ink ribbon to express the denomination numerically in the "open throat" area using the matrix concept in which the number is inscribed in successively staggered positions on five consecutive lines or, alternatively, using a process of paper maceration in which the number is inscribed in a single line.
8. Security certificates shall be printed on paper produced exclusively for use by a bank note company, containing a multi-toned and multi-directional watermark design acceptable to TSX.

Intaglio Content

9. Security certificates shall be so printed that:
a) an intaglio printing in colour other than black is made of the border or panel portions of the design, and of an underlying tint in the denomination "counter";
b) an intaglio printing in black is made of the vignette, the general or promissory text and the legal name of the listed issuer;
c) an intaglio printing is made of wording or an abridgement of words in micro lettering of a size below normal readable limits, and in repetition.
For the purpose of these regulations, intaglio printing is defined as that process commonly used in bank note production in which ink is transferred to the paper from line engravings.
10. Where a listed issuer has two or more classes of securities listed, the certificates representing the different classes shall be substantially different in colour, as produced by the intaglio printing.
11. The general or promissory text shall be produced from line engravings in "script" style lettering.

Vignettes

12. Vignettes shall be at least 3.1 square inches (20 square centimeters) in area, and shall display a wide range of tonal quality from very light to very heavy lines, with ample content of middle tones and graduating shades. They shall consist of lines of differing vertical dimensions, some of which shall measure 25 microns perpendicular to the normal plane of paper.
13. Vignette designs shall not consist of a monogram, trade mark or other listed issuer symbol only, but shall include some plainly discernible features of at least a part of the human form.

Miscellaneous

11. 14. A form of assignment shall be printed legibly on the back of each certificate in a colour other than black.
12. 15. No impression shall be made on the face of a security certificate by means of a hand stamp, except to inscribe a date or the name of the registered holder.
13. 16. Temporary or interim security certificates may be used for an emergency only and for a period not exceeding four months, subject to prior approval of TSX. In such circumstances, the promissory text and legal name of the listed issuer may be printed by other than the intaglio process and a vignette maybe omitted, so long as the certificates comply with all other technical requirements for security certificates. All temporary or interim security certificates shall be imprinted with the words "interim" or "temporary" in prominent colour and size at the top of the face.
14. 17. Any listed issuer changing its name or revising or changing its share capital by redesignating its securities may overprint the security certificates to give effect to such change, preferably by the silvering-over process, subject to prior approval of TSX.
15. 18. Security certificates containing any additional security features not mentioned above, such as a vignette or latent image, are acceptable to TSX provided the minimum requirements as set out herein are met.

Issuers in the Mining and Oil and Gas Category and Non-Exempt Issuers

19. All certificates representing listed securities of issuers listed on a non-exempt basis, shall be printed in a manner acceptable to TSX by a recognized bank note company (or its affiliates) which has been approved by TSX for this purpose.
20. Security certificates shall comply with requirements 2 to 18 inclusive respecting security certificates for exempt issuers in the Industrial category, with the exception that requirements 4(a), 4(g), 9(b), 9(c) and 11 to 13 shall not apply.

Requirements Respecting Certificates for Rights and Security Purchase Warrants

16. 21. Certificates for rights and security purchase warrants shall be printed in a manner acceptable to TSX by a recognized bank note company (or its affiliates) which has been approved by TSX for this purpose.
17. 22. Certificates for rights and security purchase warrants must be of the same size as security certificates and shall meet the same requirements for intaglio printing in colour of the border or panels, including CUSIP numbers. However, under certain circumstances, such as when timing is critical, listed issuers will be permitted to use a true continuous form of lithographed certificate for rights or security purchase warrants only, subject to prior approval of TSX.

Appendix A Summary of Comments and Responses Appendix C Non-public Interest Amendments

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