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
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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 A Summary of Comments and Responses

Timing and Transition Appendix B Blacklines of Non-public Interest Amendments

Appendix A Summary of Comments and Responses

  Versions
(1 version)
 
Feb 11 2016 onwards

List of Commenters:

Securities Transfer Association of Canada (STAC)
Canadian Bank Note Company, Limited (CBN)

Capitalized terms used and not otherwise defined in the Notice of Housekeeping Rule Amendments shall have the meaning in the Public Consultation.

Summarized Comments Received TSX Response
STAC will undertake an update of its "Policy and Procedures Regarding Generic Certificates" to align with the Public Consultation and TSX's Notice of Housekeeping Rule Amendments dated May 21, 2015 (the "May Notice") and will confirm when this has been completed (STAC). TSX thanks this commenter for updating its policies and procedures.
One commenter submitted that the Direct Registration System ("DRS") should be a mandatory listing requirement. There has been a continual and accelerating trend towards the dematerialization of security ownership, both locally and globally. The current process used by all STAC members allows for the availability of DRS, but also a certificate upon request, thereby aligning with certain corporate statutes under which holders may require a certificate to evidence their security ownership. DRS offers advantages to issuers and security holders, such as increased timeliness of share transfers, reduced administrative costs and the elimination of certain risk and insurance costs. There are also benefits for the Canadian marketplace from mandated DRS, including paving the way for dematerialization (STAC). TSX thanks this commenter for its input.

Mandating DRS eligibility is outside the scope of the Public Consultation. TSX notes that the amendments to the Manual published in the May Notice confirm that TSX will accept DRS as a form of evidence of security ownership. TSX believes listed issuers should have the choice of the form of evidence of security ownership set out in Appendix D that is appropriate for their circumstances. At this time, TSX will not require that listed issuers make DRS available to their security holders.
One commenter noted that both the Non-Exempt Certificate Requirements and the Exempt Certificate Requirements require extensive intaglio steel engraving, with the difference being that the Exempt Certificate Requirements require additional intaglio printing of the vignette, open throat area and general promissory text. The requirement for intaglio printing of a vignette in the Exempt Certificate Requirements puts CNB at a competitive disadvantage because of the increased production costs to add a vignette. This commenter also provided a comparison of the other security features in the Non-Exempt Certificate Requirements and the Exempt Certificate Requirements that indicated that the Non-Exempt Certificate Requirements require security features that prevent fraud (CBN). TSX thanks this commenter for its input. TSX acknowledges that the additional intaglio printing required in the Exempt Certificate Requirements results in higher printing costs for issuers. TSX acknowledges that the Non-Exempt Certificate Requirements contain a number of security features, including extensive intaglio printing. TSX has determined to remove the Exempt Certificate Requirements from Appendix D.

Timing and Transition Appendix B Blacklines of Non-public Interest Amendments

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