Notice of Housekeeping Rule Amendments to the Listing Manual and Listing Forms - Neo Exchange Inc.

Market Regulation Document Type
Neo Exchange Inc. rule review and notices

In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto, the Neo Exchange Inc. has adopted housekeeping rule changes (the "Housekeeping Rule Amendments"). The Ontario Securities Commission has not disagreed with the housekeeping categorization. The Housekeeping Rule Amendments comprise the following changes:

Housekeeping Rule Amendments and Rationale for Classification

The proposed Housekeeping Rule Amendments are and, for the most part, address minor formatting, spelling, typographical and numbering errors as described in subsection 6.1(5) of Companion Policy 21-101CP to NI 21-101.

 

Listing Manual Section or Form Reference

Amendment

Rationale

 

1.

Part I. Definitions, Interpretation and General Discretion

 

1.01

Delete the definition of "Qualified Analyst"

Prior modification to the investor relations requirement removed the definition from usage in the Listing Manual.

 

 

 

Replace "Exchange" with "exchange"

To correct typographical error.

 

2.

Part VII. Corporate Finance and Capital Structure Changes

 

 

Subsection 7.05(1)

Replace "a private placement or public offering" with "an issuance"

To improve readability.

 

 

Paragraph 7.05(1)(i)

Delete "of the private placement"

To improve readability.

 

 

Paragraph 7.05(1)(ii)

Replace "placed or offered" with "issued" and "placement or offering" with "issuance"

To improve readability.

 

 

Commentary to subsection 7.05

Replace "Maximum Discount to Market Price shall not apply to the exercise price of a convertible, exercisable or exchangeable security." With "The exercise price of a convertible, exercisable or exchangeable security must not be lower than closing market price on the day preceding the date on which the Listed Issuer issues a press release announcing a transaction or Files a Form 9A -- Price Reservation."

To improve readability and clarify the intent of the commentary that convertible, exercisable or exchangeable securities may not be issued at a discount.

 

 

Paragraph 7.15(4)(b)

Insert "if applicable" at the beginning of the sentence, and delete "certified"

To clarify that the Exchange may be satisfied of shareholder approval in alternative forms. For example, by written resolution.

 

3.

Part X. Corporate Governance and Security Holder Approval

 

 

Subsection 10.13(3)

Replace reference to 10.14(2) with 10.13(2)

To correct typographical error.

 

 

Paragraph 10.16(30)(b)

Replace "Depositary" with "Depository"

To correct typographical error.

 

4.

Form 9A -- Price Reservation

Minor formatting changes

 

 

 

Delete "FORM" from name "Form 9A -- Price Reservation Form"

To remove redundancy.

 

 

Delete section B -- Related Person involvement

Related Person involvement is often not known at the time of price reservation and will be submitted with Form 9 -- Notice of Private Placement.

 

5.

Form 1 -- Listing Application

Minor typographical, editorial and formatting changes

 

 

 

Minor instruction clarifications

To clarify requirements, improve usability, and ensure consistency with the Listing Manual.

 

 

Delete "If the Listed Issuer wants to participate in the Exchange's Issuer Performance Program it will complete the applicable form and pay the appropriate amounts when due. The Listed Issuer will also update the submitted information on an annual basis if it would like to continue its participation in the Issuer Performance Program for the following year."

The Issuer Performance Program is no longer available.

 

 

Remove "A Listed Issuer will register to use the NEO Exchange Listings Data Room ("Data Room") and agrees to provide information in accordance with the Data Room instructions; the Listed Issuer will use the Data Room to File all forms required to be submitted to the Exchange unless otherwise indicated."

Document submissions are made through various channels. This requirement is removed to avoid confusion.

 

 

Delete the "Facsimile" field from Applicant Information section

No longer required by the Exchange.

 

 

Add "Company Investor Relations Contact Name, Email, and Telephone Number" field

To ensure consistency with Exchange documentation requirements.

 

 

Add "Legal Entity Identifier" field to Applicant Information section

To ensure consistency with Exchange documentation requirements.

 

 

Delete section 3 of "For Exchange-Traded Product Listings" from Appendix A to the Listing Application

To remove redundancy.

The Listing Manual and Listing Forms can be viewed at:

https://www.neo.inc/en/exchange/resources

The Housekeeping Rule Amendments are effective as of the date hereof.