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TSX Reporting Form 4 - Personal Information Form

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TSX Reporting Form 4 - Personal Information Form

    TORONTO STOCK EXCHANGE COMPANY MANUAL

FORM: 4 PERSONAL INFORMATION FORM

    PERSONAL INFORMATION FORM Where an individual has submitted a Personal Information Form (“PIF”) to Toronto Stock Exchange, a division of TSX Inc. or to TSX Venture Exchange, a division of TSX Venture Exchange Inc. (collectively referred to as the “Exchange”) within the last 36 months and the information has not changed, a Declaration Form may be completed in lieu of this PIF. Otherwise, this PIF is to be completed by every individual who:

    (a) is or becomes an officer, director or insider (as defined pursuant to securities legislation) of an issuer listed on the Exchange (referred to as an “Issuer”);

(b) beneficially owns or controls, directly or indirectly, securities representing more than 10 percent of the voting rights attached to all outstanding voting securities of the Issuer;

(c) where a securityholder referred to in paragraph (b) is not an individual, any director, officer or insider of that securityholder;

(d) is an individual requested by the Exchange to complete a PIF; or

(e) is an individual requested by a securities regulatory authority (referred to as an “SRA”), as defined below, to complete a PIF.

    General Instructions On How To Complete This PIF: The Form The Exchange requires an originally completed PIF and two photocopies of the original. No facsimiles will be accepted. Each PIF must be signed and initialled where necessary manually, not mechanically or electronically. The SRA will accept a copy of the PIF if an original was submitted to the Exchange. Otherwise, the SRA will require an originally completed PIF.

     In all cases, the Release and Discharge Relating to Consent to Disclosure of Criminal Record Information, which is attached as Exhibit 1, must be completed.

    Foreign Residents Persons submitting a PIF who reside outside of Canada may be required to complete and submit additional forms and information. Please contact the Exchange and the SRA for further information.

    Disclosure Failure to fully disclose any information required by this PIF or false or misleading disclosures may result in the disqualification of an individual from involvement with the Issuer and/or other issuers.

    Processing Delays Failure to respond to all questions accurately and completely may result in the return of the PIF, may delay the processing of the related application of the Issuer and may result in the denial of the Issuer’s application. All Questions All questions must have a response. The Exchange and the SRA will not accept the response of “N/A” or “Not Applicable” for any questions, except Questions 1(B), 2B(iii) and 5. If you have any questions regarding this form please contact the Exchange.

     Questions 6 to 9 Please check (?) in the appropriate space provided. If your answer to any of questions 6 to 9 is “YES”, you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Any attachment must be initialled by the Notary Public and the person completing this PIF. Responses must consider all time periods.

    Form 4 Personal Information Form ? 2007, TSX Group Inc. (as at June 1, 2007) 1 of 14

    TORONTO STOCK EXCHANGE COMPANY MANUAL

     CAUTION

    An individual who makes a false statement by statutory declaration commits an offence under securities legislation and an indictable offence under the Criminal Code (Canada). The indictable offence is punishable by imprisonment for a term not exceeding fourteen years. Steps may be taken to verify the answers you have given in this PIF, including verification of information relating to any previous criminal record.

     DEFINITIONS Capitalized terms not defined herein are as defined in the Toronto Stock Exchange Company Manual. “Offence” An offence includes:

    ? a summary conviction or indictable offence under the Criminal Code (Canada); ? a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction; or ? a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein or an offence under the criminal legislation of any other jurisdiction.

    NOTE: If you have received a pardon under the Criminal Records Act (Canada) and it has not

    been revoked, you must disclose the pardoned offence in this PIF. In such circumstances:

    (a) the appropriate written response would be “Yes, pardon granted on (date),” and

     (b) you must provide complete details in an attachment to this PIF.

     “Proceedings” means: (a) a civil or criminal proceeding or inquiry before a court, (b) a proceeding before an arbitrator or umpire or a person or group of persons authorized by law to make an inquiry and take evidence under oath in the matter, (c) a proceeding before a tribunal in the exercise of a statutory power of decision making where the tribunal is required by law to hold or afford the parties to the proceeding an opportunity for a hearing before making a decision, or (d) a proceeding before a self-regulatory organization authorized by law to regulate the operations and the standards of practice and business conduct of its members and their representatives, in which the self-regulatory organization is required under its by-laws or rules to hold or afford the parties the opportunity for a hearing before making a decision, but does not apply to a proceeding in which one or more persons are required to make an investigation and to make a report, with or without recommendations, if the report is for the information or advice of the person to whom it is made and does not in any way bind or limit that person in any decision the person may have the power to make; “securities regulatory authority” (or “SRA”) means a body created by statute in any jurisdiction to administer securities law, regulation and policy (e.g. securities commission), but does not include an exchange or other self regulatory organization; “self regulatory organization” means (a) a stock, commodities, futures or options exchange; (b) an association of investment, securities, mutual fund, commodities, or future dealers; (c) an association of investment counsel or portfolio managers; (d) an association of other professionals (e.g. legal, accounting, engineering); and (e) any other group, institution or self-regulatory entity, recognized by a securities regulatory authority, that is responsible for the enforcement of rules, disciplines or codes under any applicable legislation, or considered a self regulatory organization in another country.

Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

     1. A. IDENTIFICATION OF INDIVIDUAL COMPLETING FORM

    LAST NAME(S) FIRST NAME(S) MIDDLE NAME(S) (If none, please

    state)

NAME(S) MOST COMMONLY KNOWN BY:

    NAME OF ISSUER (State the name of the Issuer that is listed or that has applied to list on the Exchange)

     PRESENT or PROPOSED POSITION(S) IF DIRECTOR / OFFICER IF OFFICER PROVIDE TITLE DISCLOSE THE DATE WITH THE ISSUER check () all IF OTHER PROVIDE DETAILS ELECTED / APPOINTED positions below that are applicable.

    Month Day Year ()

    Director Officer Insider Other

     B. Other than the name given in Question 1A above, provide any legal names, assumed names or nicknames under which you have carried on business or have FROM TO otherwise been known, including information regarding any name change(s) resulting from marriage, divorce, court order or any other process. Use an attachment if necessary.

     MM YY MM YY

     C. GENDER DATE OF BIRTH PLACE OF BIRTH

     Month Day Year City Province/State Country (e.g. May)

    Male Female D. MARITAL STATUS FULL NAME OF SPOUSE - include common-law OCCUPATION OF SPOUSE

Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

     E. TELEPHONE AND FACSIMILE NUMBERS AND E-MAIL ADDRESS

     RESIDENTIAL ( ) FACSIMILE ( ) BUSINESS ( ) E-MAIL

     F. RESIDENTIAL HISTORY - Provide all residential addresses for the past 10 YEARS starting with your current principal residential address. If you are unable to correctly identify the complete residential address for a period, which is beyond five years from the date of completion of this PIF, the municipality and province or state and country must be identified. The Exchange reserves the right to require the full address.

    STREET ADDRESS, CITY, PROVINCE/STATE, COUNTRY & POSTAL/ZIP CODE FROM TO

     MM YY MM YY

     G. A photocopy of a piece of identification issued by a government authority (such as a driver's Check this box if license or passport) that is acceptable to the Exchange, is legible and contains a recognizable attached photograph of you taken within the last 5 years, must be attached. If the piece of identification is not a passport, it must contain your full given name, surname, date of birth, gender and current mailing address.

     2. CITIZENSHIP A. CANADIAN CITIZENSHIP YES NO

     (i) Are you a Canadian Citizen?

     (ii) Are you a person lawfully in Canada as an immigrant but are not yet a Canadian citizen?

     (iii) If “Yes” to Question 2A(ii), the number of years of continuous residence in Canada:

     B. OTHER CITIZENSHIP YES NO

     (i) Do you hold citizenship in any country other than Canada? (ii) If “Yes” to Question 2B(i), the name of the country(s):

     (iii) Please provide U.S. Social Security number, where you have such a number

    Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

     3. EMPLOYMENT HISTORY Provide your employment history for the 10 YEARS immediately prior to the date of this PIF starting with your current employment. Use an attachment if necessary. EMPLOYER NAME EMPLOYER ADDRESS POSITION HELD FROM TO

     MM YY MM YY

     4. POSITIONS WITH OTHER ISSUERS YES NO A. While you were a director, officer or insider of an issuer, did any exchange or self-regulatory organization ever refuse approval for listing or quotation of that issuer (including a listing resulting from a Qualifying Transaction, Reverse Take Over, Backdoor Listing or change of business)? If yes, attach full particulars.

     B. Has your employment in a sales, investment or advisory capacity with any firm or company engaged in the sale of real estate, insurance or mutual funds ever been terminated for cause? C. Has a firm or company registered under the securities laws of any jurisdiction as a securities dealer, broker, investment advisor or underwriter, suspended or terminated your employment for cause?

     D. Has your employment as an officer of an issuer ever been suspended or terminated for cause? If yes, attach full particulars.

     E. Are you or have you during the last 10 years ever been a director, officer, promoter, insider or control person for any reporting issuer?

     F. If “YES” to 4E above, provide the names of each reporting issuer. State the position(s) held and the period(s) during which you held the position(s). Use an attachment if necessary.

    NAME OF MARKET FROM TO

    REPORTING ISSUER POSITION(S) HELD TRADED ON MM YY MM YY

Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

     5. EDUCATIONAL HISTORY A. PROFESSIONAL DESIGNATION(S) - Provide any professional designation held and professional associations to which

    you belong. For example, Barrister & Solicitor, C.A., C.M.A., C.G.A., P.Eng., P.Geol., and CFA, etc. and indicate which

    organization and the date the designations were granted. PROFESSIONAL DESIGNATION GRANTOR OF DESIGNATION DATE GRANTED ACTIVE?

    And MEMBERSHIP NUMBER And JURISDICTION

     MM DD YY YES NO

     B. Provide your post-secondary educational history starting with the most recent.

     SCHOOL LOCATION DEGREE OR DIPLOMA DATE OBTAINED

     MM DD YY

    6. OFFENCES - If you answer “YES” to any item in Question 6, you must provide complete details in an attachment. YES NO A. Have you ever pled guilty to or been found guilty of an offence?

     B. Are you the subject of any current charge, indictment or proceeding for an offence?

     C. To the best of your knowledge, are you or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction, at the time of events, where the issuer:

     (i) has ever pled guilty to or been found guilty of an offence? (ii) is the subject of any current charge, indictment or proceeding for an offence?

    7. BANKRUPTCY - If you answer “YES” to any item in Question 7, you must provide complete details in an attachment and attach a copy of any discharge, release or other applicable document. YES NO A. Have you, in any jurisdiction, within the past 10 years had a petition in bankruptcy issued against you, made a voluntary assignment in bankruptcy, made a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to manage your assets?

     B. Are you now an undischarged bankrupt?

    Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

C. To the best of your knowledge, are you or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction, at the time of events, or for a period of 12 months preceding the time of events, where the issuer:

     (i) has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to manage the issuer’s assets?

     (ii) is now an undischarged bankrupt?

     8. PROCEEDINGS - If you answer “YES” to any item in Question 8, you must provide complete details in an attachment. YES NO A. CURRENT PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY ORGANIZATION. Are you now, in any jurisdiction, the subject of:

     (i) a notice of hearing or similar notice issued by an SRA or any self regulatory organization?

     (ii) a proceeding or to your knowledge, under investigation, by an SRA or any other self regulatory organization?

     (iii) settlement discussions or negotiations for settlement of any nature or kind whatsoever with an SRA or any self regulatory organization?

     YES NO B. PRIOR PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY ORGANIZATION. Have you ever: (i) been reprimanded, suspended, fined, been the subject of an administrative penalty, or otherwise been the subject of any disciplinary proceedings of any kind whatsoever, in any jurisdiction, by an SRA or self regulatory organization? (ii) had a registration or licence for the trading of securities, exchange or commodity futures contracts, real estate, insurance or mutual fund products cancelled, refused, restricted or suspended? (iii) been prohibited or disqualified under securities, corporate or any other legislation from acting as a director or officer of a reporting issuer or been prohibited or restricted by a self regulatory organization or SRA from acting as a director, officer, employee, agent or consultant of a reporting issuer??

     (iv) had a cease trading or similar order issued against you or an order issued against you that denied you the right to use any statutory prospectus or registration exemption? (v) had any other proceeding, review or investigation of any nature or kind taken against you?

    Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

     C. SETTLEMENT AGREEMENT(S)

    Have you ever entered into a settlement agreement with a SRA, self regulatory organization, attorney general or comparable official or body, in any jurisdiction, in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct, or any other settlement agreement with respect to any other violation of securities legislation or the rules of any self regulatory organization?

     D. To the best of your knowledge, are you now or have you ever been a director, officer, promoter, insider, or control person of an issuer at the time of such event, in any jurisdiction, for which a securities regulatory authority or self regulatory organization has:

     (i) refused, restricted, suspended or cancelled the registration or licensing of an issuer to trade securities, exchange or commodity futures contracts, or to sell or trade real estate, insurance or mutual fund products? (ii) issued a cease trade or similar order or imposed an administrative penalty of any nature or kind whatsoever against the issuer, other than an order for failure to file financial statements that was revoked within 30 days of its issuance?

     (iii) refused a receipt for a prospectus or other offering document, denied any application for listing or quotation or any other similar application, or issued an order that denied the issuer the right to use any statutory prospectus or registration exemptions?

     (iv) issued a notice of hearing, notice as to a proceeding or similar notice against the issuer?

     (v) taken any other proceeding of any nature or kind against the issuer, including a trading halt, suspension or delisting of the issuer (other than in the normal course for proper dissemination of information, pursuant to a Reverse Take-Over, Backdoor Listing or similar transaction)?

     (vi) entered into a settlement agreement with the issuer in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct by the issuer, or involved in any other violation of securities legislation or a self regulatory organization’s rules?

     9. CIVIL PROCEEDINGS - If you answer “YES” to any item in Question 9, you must provide complete details in an attachment. YES NO

    A. JUDGMENT, GARNISHMENT AND INJUNCTIONS

    Has a court in any jurisdiction:

     (i) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against you in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

     (ii) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against an issuer, for which you are currently or have ever been a director, officer, promoter, insider or control person, in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

    B. CURRENT CLAIMS

     (i) Are you now subject, in any jurisdiction, of a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

     (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer now subject, in any jurisdiction, of a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

     C. SETTLEMENT AGREEMENT

     (i) Have you ever entered into a settlement agreement, in any jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

     (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer that has entered into a settlement agreement, in any jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct?

    Form 4 Personal Information Form ? 2007, TSX Group Inc.

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    TORONTO STOCK EXCHANGE COMPANY MANUAL

    STATUTORY DECLARATION

     I, hereby solemnly declare that:

     (Please Print - Name of Individual) (a) I have read and understood the questions, cautions, acknowledgement and consent in this PIF, and the answers I have given to the questions in this PIF and in any attachments to it are true and correct, except where stated to be to the best of my knowledge, in which case I believe the answers to be true; (b) I have read and understand the Personal Information Collection Policy of the Exchange attached hereto as Exhibit 2 as well as the Notice of Collection, Use and Disclosure of Personal Information by Securities Regulatory Authorities attached hereto as Exhibit 3 (Exhibit 3 relates to the use of this PIF and collection of information for the sole purposes of SRAs) (collectively, the “PIF Collection Policy”). (c) I consent to the collection, use and disclosure of the information in this PIF and any further personal information collected, used and disclosed as set out in the PIF Collection Policy; (d) I hereby agree to (i) submit to the jurisdiction of the Exchange and to Market Regulation Services Inc. and any successor or assignee of either of them, and wherever applicable, the directors and committees thereof, and (ii) be bound by and comply with all applicable rules, policies, rulings and regulations of the Exchange (collectively, the “Exchange Requirements”); (e) I agree that any acceptance, approval or other right granted by the Exchange may be revoked, terminated or suspended at any time in accordance with the then applicable Exchange Requirements. In the event of any revocation, termination or suspension, I agree to immediately terminate my association or involvement with any issuer to the extent required by the Exchange. I agree not to resume my association or involvement, except with the prior written approval of the Exchange;

    (f) This declaration and the rights and powers of the Exchange pursuant to the Exchange Requirements shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of law principles; (g) I acknowledge and agree that this declaration may be assigned or transferred by the Exchange to any person without providing me with notice or obtaining my consent and that this declaration shall thereafter continue to be binding on me and may be enforced against me by any such assignee or transferee. I understand that I am prohibited from transferring or assigning this declaration or any acceptance, approval or other right granted by the Exchange; (h) I understand that where I am providing this form to a SRA, I am under the jurisdiction of the SRA to which I submit this form, and it is a breach of securities legislation to provide false or misleading information to the SRA; (i) I make this solemn declaration conscientiously believing it to be true and knowing it is of the same legal force and effect as if made under oath and under the Canada Evidence Act.

    Signature of Person Completing this Form

    DECLARED before me at the City of in the Province (or State) of

     this day of , (Province or State) (Day) (Month) (Year)

Signature of Notary Public SEAL OR STAMP OF NOTARY PUBLIC

     My Appointment Expires:

    *Note: THIS PIF MUST BE DECLARED BEFORE A PERSON WHO IS A NOTARY PUBLIC IN AND FOR THE JURISDICTION IN WHICH IT IS DECLARED UNLESS THAT JURISDICTION DOES NOT HAVE NOTARY PUBLICS, IN WHICH CASE THIS PIF MUST BE DECLARED BEFORE A LAWYER IN THAT JURISDICTION, OR OTHER PERSON THAT SATISFIES THE REQUIREMENTS SET OUT IN THE CANADA EVIDENCE ACT.

    Form 4 Personal Information Form ? 2007, TSX Group Inc.

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