Part III – Ongoing Transactions (i) Change in Business Material changes to the business of an Issuer (for example, significant changes to investment objectives) may result in the application of Section 717 (Change in Business) of the Manual. Please contact the responsible TSX staff member to discuss whether the proposed changes by the Issuer will trigger a change in business, as this will result in TSX requiring the Issuer to meet original listing requirements. (ii) Mergers Although each merger will be reviewed by TSX, the following guidelines generally apply: DELISTING ON THE EFFECTIVE MERGER DATE For trading purposes, TSX must issue a bulletin two trading days prior to the effective date of a merger in order to delist an Issuer. Therefore, if an Issuer wishes to have a merger effected for trading purposes on the same day as the legal effective date of the merger, it must provide TSX with the necessary documentation outlined in the conditional approval letter, including a post-dated certificate or declaration of trust (the applicable document that effects the merger), in advance of the bulletin deadline i.e., at least two trading days prior to the legal effective date of the merger. Please note that if, after the Issuer has provided the necessary documentation and TSX has issued the bulletin, the merger is not effected as anticipated, there may be trading consequences as TSX may not be able to subsequently unwind the changes made for trading purposes. Note that the scenario set out above is somewhat unique to Issuers. This is because, for Issuers, the declaration of trust is amendable, such that changes may be made between the issuance of a post-dated declaration of trust and closing of a transaction. For corporate issuers, on the other hand, it is more difficult to amend a certificate of arrangement, for example, between issuance of the post-dated certificate and closing of a transaction. As a result, delayed mergers are more common for Issuers than for corporate issuers. For example, two TSX listed Issuers, Issuer A and Issuer B, are merging, with: (i) Issuer B being the continuing Issuer; and (ii) a legally effective date as of the opening of business on Wednesday, March 22. Upon receipt of all the documents (which must be submitted to TSX prior to noon Toronto time) on Monday, March 20, as required in the conditional approval letter (including a post-dated declaration of trust), TSX issues a bulletin on March 20 (two trading days prior to the effective date). For trading purposes, Issuer A, the terminating Issuer, is delisted at the close of business on Tuesday, March 21, and, Issuer B, the continuing Issuer, opens for trading on a merged basis at the open on Wednesday, March 22. If, for any reason, the merger is not effected in time, TSX will halt Issuer B, pending completion of the merger. This will result in no liquidity for shareholders of both Issuer A (delisted) and Issuer B (halted). DELISTING AFTER THE EFFECTIVE MERGER DATE Alternatively, if an Issuer wishes to have a merger effected for trading purposes following the legal effective date of the merger, upon a merger being effected and the submission of the necessary documentation outlined in the conditional approval letter, TSX will issue the merger bulletin and implement the merger for trading purposes two trading days after issuing the such bulletin. Issuers are reminded that this is possible because there is an important distinction 9
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