The IIAC delivered a letter to the CSA, all provincial securities regulators, and Canadian securities exchanges to propose amendments to Canada’s existing normal course issuer bid regime.

As set out in Part 2 of National Instrument 62-104, Take-Over Bids and Issuer Bids, issuers must satisfy several notice requirements and other obligations to acquire securities through an issuer bid. Division 2 of Part 4 of NI 62-104 contains a series of exemptions to the issuer bid requirements, including what is referred to as the “normal course” issuer bid exemption (the “NCIB” exemption). As currently conceived, the criteria that an issuer must satisfy to benefit from the NCIB exemption differs depending on the whether the issuer’s securities are listed on a “designated exchange” and depending on which designated exchange those securities are listed.

The IIAC proposed that NI 62-104 be amended to include a single set of NCIB requirements for all exchanges in Canada. The default criteria for NCIBs completed on other types of marketplaces will remain unchanged to provide issuers with a degree of flexibility. The aim of our proposal is to create a consistent and comprehensive set of NCIB rules for all exchanges in Canada to eliminate inefficiencies and improve the competitiveness of Canadian exchanges. In recognition of the important role that issuer bids play in, for example, managing liquidity, our proposal is intended to ease the regularly burdens that currently apply to the NCIB exemption without compromising existing protections against market manipulation and self-dealing.