(iii) Terminations/Wind-ups DELISTING PRIOR TO THE TERMINATION DATE If an Issuer wishes to delist on or prior to the termination date, it may apply to voluntarily delist pursuant to Section 720 (Voluntary Delisting) of the Manual. Issuers relying on this section will be required to provide the following: • An application to voluntarily delist, together with the reasons for the application; • If security holder approval is required pursuant to the declaration of trust or articles of incorporation (as applicable), a draft circular should be provided to TSX at least 5 business days in advance of printing. If security holder approval is not required, written confirmation of the applicable provision of the declaration of trust or articles of incorporation that allows for the termination without security holder approval should instead be provided; • Evidence of security holder approval, if applicable; • The proposed date of delisting; • A certified copy of the directors’ resolution confirming that the Manager of the Issuer is applying to voluntarily delist and the effective date of the delisting. If a definitive date has not been determined, then an approximate date must be included in the resolution (i.e., “on or about [date]”); • A draft copy of the press release confirming that the Manager is applying to voluntarily delist on the effective date. If this date is not known at the time of issuing the press release, the Issuer may instead disclose an “on or about” date. This press release must be precleared by TSX and must be issued at least 10 business days prior to delisting. Please see Section 720(a)(ii) of the Manual for details to be included in the press release; • If a definitive delisting date is not confirmed in either the press release or the directors’ resolution, written confirmation from the Issuer’s counsel confirming the delisting date at least eight business days in advance of delisting; • A copy of the notice provided to security holders, if applicable; • Description of what action(s), if any, security holders must take in order to receive proceeds incurred in connection with the termination; and • Written confirmation of whether the terminating Issuer will effect a special distribution or final distribution. If a cash distribution is to be declared, TSX will require a Form 5 - Dividend/Distribution Declaration (“Form 5”) to be filed 5 business days in advance of the record date. If a unit distribution is to be effected, Issuers should consult with the applicable TSX staff member. TSX will issue its bulletin at least five business days in advance of the delisting. The delisting date will be at least 10 business days following the later of: (i) the dissemination of the press release announcing the voluntary delisting; and (ii) the Issuer having obtained security holder approval for the voluntary delisting, if applicable. DELISTING AFTER THE TERMINATION DATE Alternatively, upon effecting the termination, TSX will delist the terminating Issuer two or three business days after issuing the delisting bulletin. The delisting bulletin will be issued upon receipt of all the documentation in the conditional approval letter and confirmation that the termination has been effected. As mentioned above, Issuers are reminded that this is possible because there is an important distinction between a legal event and a trading event. Although the securities of the terminating Issuer will cease to legally exist after the 11
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