TORONTO STOCK EXCHANGE 23 eligibility with CDS, can be found here. Proof of CDS eligibility for all securities to be listed will be required as a condition of listing. (iv) Selecting a Transfer Agent and Registrar As per Section 347 of the Manual, all issuers listed on TSX must appoint and maintain a transfer agent and registrar with a principal office in one or more of Vancouver, Calgary, Toronto, Montreal or Halifax. Generally, only trust companies may act as transfer agent and registrar. The transfer agent function involves keeping a ledger of the security holders’ names and addresses and the number of securities registered in the name of each registered holder, with such registered securities usually evidenced by either a security certificate, a record in a Direct Registration System administered by the transfer agent and registrar, or electronically reconciled between the transfer agent and registrar and a central security depository such as CDS. The transfer agent also issues new certificates and cancels old certificates, and/or generates direct registration statements, as applicable, and may also provide additional services such as the distribution of dividends and proxy materials on behalf of an issuer. The registrar function involves receiving old cancelled certificates as well as new certificates from the transfer agent, and validating transfers by signing and recording new certificates. The registrar ensures that the number of securities issued in certificate form is consistent with the number of securities actually issued by the issuer. Listed issuers incorporated in the United States may appoint a transfer agent and registrar based in the United States, provided that they appoint a co-transfer agent in Canada (with transfer facilities in at least one of the cities mentioned above). Where a listed issuer uses a registrar in the United States, such registrar must be duly registered with the U.S. Securities and Exchange Commission. Written confirmation that a TSX acceptable transfer agent and registrar has been appointed by the applicant will be required as a condition of listing on TSX. TMX Group Limited’s suite of issuer services includes TSX Trust Company, a federal trust company regulated by the Office of the Superintendent of Financial Institutions and licensed to operate as a trust company in all provinces and territories in Canada. More information regarding TSX Trust Company is available here. (v) Selecting a Newswire Provider As per Section 417 of the Manual, once listed on TSX, issuers must employ a wire service or combination of services providing national and simultaneous coverage in order to ensure that the entire financial community is aware of an issuer’s news at the same time. TSX accepts the use of any news services that meet the following criteria: • dissemination of the full text of the release to the national financial press and to daily newspapers that provide regular coverage of financial news; • dissemination to all Participating Organizations; and • dissemination to all relevant regulatory bodies. TMX Group Limited’s suite of issuer services includes TMX Newsfile, a news dissemination and regulatory filing provider. More information regarding TMX Newsfile is available here.
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