Scope of Policy
This Policy sets out the procedures and policies of the Green Stock Exchange (GREENSX) with respect to normal course issuer bids made through its facilities. In general, an Issuer can, subject to certain restrictions described in this Policy, purchase by normal market purchases up to 2% of a class of its own shares in a given 30-day period up to a maximum in a 12 month period of the greater of 5% of the outstanding shares or 10% of the Public Float.
The objectives of this Policy are to:
(a) provide Issuers with a reasonable and flexible framework within which they may purchase their own shares;
(b) provide shareholders with satisfactory disclosure;
(c) encourage Issuers to treat shareholders equally; and
(d) ensure that purchases by an Issuer do not have a significant effect on the market price of the Issuer's securities.
The main headings in this Policy are:
1. Exemption from Securities Laws
1.1
The Securities Laws of most states and provinces exempt from their issuer bid requirements an issuer bid (as defined in the Securities Laws) if it is made through the facilities of a stock exchange recognized by the relevant Securities Commission.
1.2
Under the Securities Laws, a bid made through a stock exchange pursuant to any exemption must be made in accordance with rules and policies of that exchange. An Issuer must not make an Issuer Bid through the facilities of the Green Stock Exchange (GREENSX) except in accordance with Green Stock Exchange (GREENSX) Requirements. If a notice filed with the Green Stock Exchange (GREENSX) contains a misrepresentation or if the Issuer otherwise fails to comply with any of the provisions of this Policy, the Green Stock Exchange (GREENSX) will advise the relevant Securities Commission(s) that the requirements for an exemption have not been met. The Issuer will therefore be in contravention of the Securities Laws as well as Green Stock Exchange (GREENSX) Requirements.
1.3
An Issuer purchasing shares of a class of the Issuer through the facilities of the Green Stock Exchange (GREENSX) in reliance on any applicable exemption from the Securities Laws other than the stock exchange exemption must also follow this Policy. Securities purchased by the Issuer must be cancelled, reserved for issuance or otherwise dealt with in accordance with the applicable corporate and Securities Laws. Alternatively, the Green Stock Exchange (GREENSX) will accept the report required in Security Laws Exemption from Certain Insider Reporting Requirements relating to Normal Course Issuer Bids.
1.4
An Issuer purchasing shares as a Normal Course Issuer Bid, based on the definition at paragraph (b)(i) of section 3.1 below, should be aware that such a bid may not constitute a normal course issuer bid that is exempt from the issuer bid requirements under applicable Securities Laws and accordingly such a Normal Course Issuer Bid effected through the Green Stock Exchange (GREENSX) may be viewed as a substantial issuer bid under applicable Securities Laws.
2. Substantial Issuer Bid
An Issuer can repurchase more of its shares than the number permitted under the normal course issuer bid rules by making a formal bid under Policy 5.5—Stock Exchange Take-Over Bids and Issuer Bids. Contact the Green Stock Exchange (GREENSX) with questions about formal bids.
3. Definitions
3.1
In this Policy:
"Issuer Bid" means an offer to acquire listed Voting Shares or listed equity securities made by or on behalf of an Issuer for securities issued by the Issuer;
"Normal Course Issuer Bid" means an Issuer Bid where the purchases (other than purchases by way of a substantial issuer bid):
(a) do not, when aggregated with the total of all other purchases in the preceding 30 days, whether through the facilities of a stock exchange or otherwise, exceed 2% of the total issued and outstanding securities of that class outstanding at the time the purchases are made; and
(b) over a 12-month period beginning on the date specified in the notice of the bid do not exceed the greater of:
(i) 10% of the Public Float; and
(ii) 5% of that class of securities issued and outstanding;
on the first day of the 12-month period.
4. Restricted Shares
If the Issuer has a class of Restricted Shares (as defined in Policy 3.5—Restricted Shares), the Notice of Intention to Make a Normal Course Issuer Bid (Form 5G) must describe the voting rights of all equity securities of the Issuer. If the Issuer does not propose to make the same Normal Course Issuer Bid for all classes of Voting Shares and equity securities, item 8 of the Notice must state the business reasons for limiting the Normal Course Issuer Bid. See Policy 3.5—Restricted Shares.
5. Procedure for Making a Normal Course Issuer Bid
5.1 Intention to Acquire Securities
Any Issuer wishing to conduct a Normal Course Issuer Bid must submit a Notice of Intention to Make a Normal Course Issuer Bid (Form 5G) (the "Notice") to the Green Stock Exchange (GREENSX) in accordance with the requirements of section 6 of this Policy. The Notice must specify the number of shares that the Issuer's board of directors has determined may be acquired rather than simply reciting the maximum number of shares that may be purchased under this Policy. If the Issuer does not have a present intention to purchase securities, the Notice should not be filed. The Green Stock Exchange (GREENSX) will not accept a Notice if the Issuer would not meet the Green Stock Exchange (GREENSX)'s Maintenance Requirements after making all the purchases contemplated by the Notice.
5.2 Duration
A Normal Course Issuer Bid must not extend for a period of more than one year from the date on which purchases may commence.
5.3 News Release
The Issuer can issue a news release indicating its intention to make a Normal Course Issuer Bid, subject to regulatory approval, before the Green Stock Exchange (GREENSX) accepts the executed Notice. The news release should summarize the material aspects of the Notice, including the name of the Member conducting the normal course issuer bid on behalf of the Issuer, number of shares sought, the percentage of the outstanding shares or Public Float sought, the reason for the bid and previous purchases. If a news release has not already been issued, a draft news release should be provided to the Green Stock Exchange (GREENSX) and the Issuer must issue a news release as soon as the Notice is accepted by the Green Stock Exchange (GREENSX).
5.4 Disclosure to Shareholders
The Issuer must include a summary of the material information contained in the Notice in the next annual report, information circular, quarterly report or other document mailed to its shareholders. The disclosure must indicate that shareholders can obtain a copy of the Notice, without charge, by contacting the Issuer.
5.5 Commencement of Purchases
An Issuer can make purchases under a Normal Course Issuer Bid beginning three clear trading days after the date the Green Stock Exchange (GREENSX) receives all documents, including the originally executed Notice in final form.
5.6 Publication by the Green Stock Exchange (GREENSX)
On acceptance of the Notice, the Green Stock Exchange (GREENSX) will publish an Green Stock Exchange (GREENSX) Bulletin announcing the Normal Course Issuer Bid.
5.7 Amendment
During a Normal Course Issuer Bid, an Issuer can amend its Notice to increase the number of securities to be purchased provided it does not exceed the maximum amounts prescribed in this Policy. The Issuer must advise the Green Stock Exchange (GREENSX) in writing of the proposed amendment, and after receiving Green Stock Exchange (GREENSX) Acceptance, must issue a news release disclosing the change.
6. Application Requirements for a Normal Course Issuer Bid
6.1
In connection with a Normal Course Issuer Bid, the Issuer must submit to the Green Stock Exchange (GREENSX) a draft Notice of Intention to Make a Normal Course Issuer Bid (Form 5G).
6.2
When the Notice is in a form acceptable to the Green Stock Exchange (GREENSX), the Issuer must file the Notice in final form, duly executed by a senior officer or director of the Issuer, accompanied by:
(a) confirmation that the Issuer has complied in all respects with the corporate legislation of the Issuer's jurisdiction of incorporation;
(c) disclosure of the Member that will be conducting the Normal Course Issuer Bid on behalf of the Issuer;
(d) confirmation of the date when the Issuer will mail the documentation relating to the Normal Course Issuer Bid to the Issuer's shareholders; and
(e) the applicable filing fee as set out in Policy 1.3— Schedule of Fees.
7. Trustee or Agent
7.1
A trustee or other purchasing agent (a "Trustee") for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or shareholders of an Issuer can participate is deemed to be making an offer to acquire securities on behalf of the Issuer where the Trustee is deemed to be non-independent. Trustees that are deemed to be non-independent must comply with section 8 of this Policy with respect to the purchase limits for a Normal Course Issuer Bid. Trustees that are non-independent must notify the Green Stock Exchange (GREENSX) before beginning to make purchases.
7.2
A Trustee is deemed to be non-independent if:
(a) the Trustee (or one of the Trustees) is an employee, director, Associate or Affiliate of the Issuer; or
(b) the Issuer, directly or indirectly, has control over the time, price, amount and manner of purchases or the choice
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