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Article 43 Temporary Withholding of Material Information

43.1 Exceptions:

Occasionally circumstances arise in which, provided that complete confidentiality is maintained, a company may temporarily refrain from publicly disclosing material information. The following circumstances where disclosure can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. Thus in cases of doubt, the presumption must always be in favour of disclosure.
43.1.1 When immediate disclosure would prejudice the ability of the issuer to pursue its corporate objectives and even though public disclosure is generally necessary to protect the interests of investors, circumstances may occasionally arise where disclosure would prejudice an issuer's ability to achieve a valid corporate objective. Public disclosure of a plan to acquire certain real estate for example, could result in an increase in the issuer's cost of the desired acquisition, or could prevent the issuer from carrying out the plan at all. In such circumstances, if the unfavourable result to the issuer outweighs the undesirable consequences of non-disclosure, disclosure should probably be deferred to a more appropriate time.
43.1.2 When the facts are in a state of flux and more appropriate moments for disclosure are imminent.
(a) Occasionally corporate developments give rise to information, which although material, is subject to rapid change. If the situation is about to stabilize or resolve itself in the near future, it may be proper to withhold a public announcement until a firm announcement can be made, since successive public announcements concerning the same subject, but based on changing facts, may confuse or mislead the public rather than enlighten it.
(b) In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in principle may be reached on specific terms. In such circumstances an issuer need not issue a public announcement at each stage of the negotiations describing the current state of constantly changing facts, but may await agreement in principle on specific terms. If, on the other hand, progress in the negotiations should stabilize at some other point, disclosure should then be made if the information is material.
(c) Companies or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities, or a solicitation of proxies.
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