On March 23, 2020, the Canadian Securities Administrators (CSA) and the TMX Group separately announced partial temporary blanket relief. These announcements are in addition to measures already put in place by Canadian financial regulators and stock exchanges as a result of COVID-19 (a summary of certain key US and Canadian developments is available here, with further details on measures for Canadian public company annual general meetings here).
Canadian Securities Regulators Actions
As expected pursuant to a prior announcement by the CSA, 45-day extensions for certain requirements, including periodic filings normally required to be made by issuers, investment funds, registrants, certain regulated entities and designated rating organizations on or before June 1, 2020, have been adopted across several provinces through local blanket orders (including Ontario Instrument 25-502).
Toronto Stock Exchange and TSX Venture Exchange Actions
Further to an announcement by the TMX Group, temporary relief is being provided for issuers listed on the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV). The TSX and TSXV are not requiring issuers to apply to take advantage of this automatic relief. The measures include timeframe extensions for holding annual shareholder meetings and approvals of stock option plans. The TSX has also made allowances for the filing of financial statements, issuer bids, and adjustments to share buybacks and delisting criteria, some of which are summarized below.
Pursuant to the relief, the TSX and TSXV are permitting issuers that must hold an annual meeting of shareholders during the 2020 calendar year (2020 AGM) to hold its 2020 AGM on any date up to and including December 31, 2020. This includes a similar extension of the timeframe for shareholder approval of a TSXV rolling stock option plan or of unallocated awards under a TSX evergreen plan that is subject to (third year) security holder approval. An issuer may generally continue to grant awards under such TSX security based compensation arrangement until the earlier of the 2020 AGM and December 31, 2020, and awards so granted may be exercised, if permitted under the plan, absent ratification by security holders.
The TSX is providing relief from requirements for issuers to notify the TSX if issuers require an extension of time to file certain financial statements.
The TSX has announced relief to issuers making normal course issuer bid (NCIB) purchases pursuant to Section 628 of the TSX Company Manual. An issuer (or a participating organization of the TSX acting on behalf of an issuer for an NCIB) may purchase a larger volume of securities under the NCIB, being not more than 50% of the average daily trading volume of the listed securities of that class. This measure applies to any relevant NCIB purchase made between March 23, 2020 up to and including June 30, 2020 (Effective Period), and shall also apply to purchases made under NCIBs renewed or launched during the Effective Period.
The TSX is mindful that, under the current situation, a five-day weighted average price is a relatively long period of time to establish a “market price” and may use a shorter time period for pricing securities for private placements, on a case-by-case basis. The TSX is not providing temporary blanket relief in this regard.
The TSX and TSXV still expect issuers to otherwise comply with any applicable securities and/or corporate legislation regarding the timing of the 2020 AGM or the filing of financial statements, as the case may be.