The Toronto Stock Exchange Notice To Listed Issuers

The Toronto Stock Exchange reminds listed companies that they are expected to conform to best practices in complying with its Timely Disclosure Policy (the "Policy"). In particular, the Exchange is reinforcing its Policy that, where the market is being unduly influenced by rumours that are true in whole or in part, immediate disclosure by the listed company of the relevant material information is required. "It is a cornerstone policy of the Exchange that all persons investing in securities listed on the Exchange have equal access to information," said John Carson, Senior Vice-President of Market Regulation of the Exchange. This notice is being issued to alert listed companies to their obligations because of the Exchange's concerns with the market activity that preceded the announcement on June 22, 1998 of the proposed merger of Midland Walwyn Inc. and Merrill Lynch & Co. Inc. Merrill Lynch acquired Midland Walwyn, a TSE listed company, pursuant to a merger which was publicly announced prior to the opening of trading on Monday, June 22, 1998. In the week prior to that announcement, there were persistent rumours of a possible transaction and a run-up in both the price and volume of trading of Midland Walwyn common shares. This market activity concerned the Market Surveillance Division of the Exchange, which contacted Midland Walwyn and requested that Midland Walwyn issue a press release disclosing that negotiations of a possible transaction were taking place. Midland Walwyn was concerned about premature disclosure. Ultimately, the Exchange issued a press release on Friday afternoon, June 19, 1998, which stated: "In view of the rumours in the market place regarding Midland Walwyn Inc., the Toronto Stock Exchange has requested the company issue a public statement. The company has refused to comment." Over the weekend, the firms reached an agreement and announced a definitive transaction prior to the opening of trading on Monday, June 22, 1998. The purpose of the Policy is to ensure that all persons investing in securities listed on the Exchange have equal access to information that may affect their investment decisions. Unusual market activity is often caused by the presence of rumours. Where market activity indicates that trading is being unduly influenced by rumours, the Exchange will request that a clarifying statement be made by the listed company. Prompt clarification or denial of rumours through a news release is the most effective manner of dealing with this situation. Under the Exchange's Policy, when market activity indicates that trading is being unduly influenced by rumours the Exchange will request that the company make a clarifying statement. If the rumour is true in whole or in part, immediate disclosure of the relevant material information must be made by the listed company regardless of whether or not there is otherwise a disclosure obligation under securities laws. Requiring such a release is consistent with the Exchange's objective of ensuring best practices by the TSE listed companies. The Exchange intends to take appropriate action to ensure that these obligations are complied with by all listed companies. The Exchange conducted a preliminary investigation into Midland Walwyn's decision not to issue a press release on June 19, 1998, in response to the Exchange's request. Midland Walwyn understands the position of the Exchange with respect to its Policy. Midland Walwyn has not acknowledged any wrongdoing with respect to these events. In recognition of these principles and to promote investor education on good market practices, the successor to Midland Walwyn has agreed to make a $35,000 cash contribution to the Investor Learning Centre of Canada (the "ILC"). Established in 1996 by the Canadian Securities Institute, the ILC is Canada's only not-for-profit organization dedicated solely to providing Canadians with investment education. For further information, please contact: John Carson, Senior Vice President, Market Regulation of the Toronto Stock Exchange.