Normal Course Issuer Bid (NCIB) | Practical Law

Normal Course Issuer Bid (NCIB) | Practical Law

Normal Course Issuer Bid (NCIB)

Normal Course Issuer Bid (NCIB)

Practical Law Canada Glossary 7-575-5127 (Approx. 3 pages)

Glossary

Normal Course Issuer Bid (NCIB)

This term has several meanings.
Toronto Stock Exchange (TSX). Defined in section 628 (a)(ix) of the TSX Company Manual as an issuer bid by a listed issuer to acquire its listed securities where the purchases:
  • If the issuer is not an investment fund, do not, when aggregated with all other purchases by the listed issuer during the same trading day, aggregate more than the greater of: (i) 25% of the Average Daily Trading Volume of the listed securities of that class; and (ii) 1,000 securities.
  • If the issuer is an investment fund, do not, when aggregated with all other purchases by the listed issuer during the preceding 30 days, aggregate more than 2% of the listed securities of that class outstanding on the date of acceptance of the notice of the normal course issuer bid by TSX.
  • Over a 12-month period, commencing on the date specified in the notice of the normal course issuer bid, do not exceed the greater of:
    • 10% of the public float on the date of acceptance of the notice of normal course issuer bid by TSX, or
    • 5% of such class of securities issued and outstanding on the date of acceptance of the notice of normal course issuer bid by TSX, excluding any securities held by or on behalf of the listed issuer on the date of acceptance of the notice of normal course issuer bid by TSX.
  • For the purposes of the second and third requirements, whether such purchases are made through the facilities of a stock exchange or otherwise, but excluding purchases made under a formal bid made in compliance with the requirements of Part XX of the Ontario Securities Act.
For more information on normal course issuer bids through the TSX, see Practice Note, Normal Course Issuer Bids Through the Toronto Stock Exchange.
TSX Venture Exchange (TSXV). Defined in section 3.1 of TSX Venture Exchange Policy 5.6 - Normal Course Issuer Bids for the purposes of the TSXV, as an issuer bid where the purchases (other than purchases by way of a substantial issuer bid):
  • Do not, when aggregated with the total of all other purchases in the preceding 30 days, whether through the facilities of a stock exchange or otherwise, exceed 2% of the total issued and outstanding securities of that class outstanding at the time the purchases are made.
  • Over a 12-month period beginning on the date specified in the notice of the bid on the first day of the 12-month period do not exceed the greater of:
    • 10% of the public float;
    • 5% of that class of securities issued and outstanding.
For more information on normal course issuer bids through the TSXV, see Practice Note, Normal Course Issuer Bids through the TSX Venture Exchange.