On November 2, 2017, the Toronto Stock Exchange (TSX) released brief guidance (the Guidance) with respect to the information required by issuers when completing TSX Form 11 — Notice of Private Placement (Form 11) of the TSX Company Manual (the Manual).
Pursuant to Section 607 of the Manual, a company that wants to complete a private placement of securities that are listed on the TSX or convertible into or exchangeable for securities of a class listed on the TSX is required to provide the TSX with notice of such proposed private placement by completing and submitting a Form 11. The purpose of the Form 11 is to provide the TSX with information with respect to the proposed private placement.
The Guidance addresses two pieces of key information that are required to be provided pursuant to the form.
Item 12 – Significant Information Not Otherwise Disclosed In The Form
Item 12 of Form 11 requires an issuer to disclose any significant information regarding the proposed private placement not otherwise disclosed in the form. The Guidance states that when responding to this question, the TSX expects companies to include any relevant significant matters including, but not limited to, any upcoming security holders meeting for which a record date has been or is shortly expected to be determined, any pending mergers, acquisitions, take-over bids, changes to capital structure or other significant transactions, and any details regarding potential dissident security holders and/or anticipated proxy contests.
Item 15 – Certification by a Director or Officer
Item 15 of Form 11 requires a director or officer of the issuer to certify that the form is complete and accurate, and that it contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it is made. The Guidance notes that the TSX expects issuers to carefully and thoroughly review and complete the form, in order to ensure that the TSX is provided with all relevant material information.