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North American ExchangesNorth American ExchangesA brief outline to getting startedA brief outline to getting started
AgendaAgenda
Exchange History/Securities Traded NYSE NASDAQ TSX TSX-V
Listing Requirements NYSE NASDAQ TSX TSX-V
Cross Listing
Exchange History/Securities Traded NYSE NASDAQ TSX TSX-V
Listing Requirements NYSE NASDAQ TSX TSX-V
Cross Listing
Exchange OverviewExchange Overview
United States Exchanges1. AMEX 2. NYSE 3. NASDAQ
BULLETIN BOARD PINK SHEETS
Canadian Exchanges1. TSX
2. TSX-V
United States Exchanges1. AMEX 2. NYSE 3. NASDAQ
BULLETIN BOARD PINK SHEETS
Canadian Exchanges1. TSX
2. TSX-V
American Stock ExchangeAmerican Stock Exchange
History:Began in 1800s
Streets of New York
1921 moved indoors to Trinity Place
Merged with NASDAQ in 1998
History:Began in 1800s
Streets of New York
1921 moved indoors to Trinity Place
Merged with NASDAQ in 1998
3rd largest exchange in North America
Auction Market
Caters to smaller companies
Owned by NASD
3rd largest exchange in North America
Auction Market
Caters to smaller companies
Owned by NASD
American Stock ExchangeAmerican Stock Exchange
Common and Preferred stock
Exchange Traded Funds ( over 200 )
Options One of the largest options exchanges in the world
Options are traded on Common stock, ETF’s, ADR’s, HOLDR’s, LEAP’s, FLEX’s
Common and Preferred stock
Exchange Traded Funds ( over 200 )
Options One of the largest options exchanges in the world
Options are traded on Common stock, ETF’s, ADR’s, HOLDR’s, LEAP’s, FLEX’s
American Stock ExchangeAmerican Stock Exchange
New York Stock ExchangeNew York Stock Exchange
Began in 1972
Focused on Government Securities in early years
Dow Jones began following NYSE in 1896
Began in 1972
Focused on Government Securities in early years
Dow Jones began following NYSE in 1896
Top Companies:
Walt DisneyWal MartFord3MProctor & Gamble
Top Companies:
Walt DisneyWal MartFord3MProctor & Gamble
New York Stock ExchangeNew York Stock Exchange
NASDAQNASDAQ
Began in 1971 as the 1st electronic exchange in the world
Increase trading of OTC stock
Dealers market
Began in 1971 as the 1st electronic exchange in the world
Increase trading of OTC stock
Dealers market
Top Companies:
APPLEMicrosoft IntelGoogleSun Microsystems
Top Companies:
APPLEMicrosoft IntelGoogleSun Microsystems
NASDAQNASDAQ
OTC Bulletin Board/Pink Sheets
OTC Bulletin Board/Pink Sheets
Began in June 1990 on a pilot basis
Approved for permanent status in 1997
Provide Transparency in OTC markets
Began in June 1990 on a pilot basis
Approved for permanent status in 1997
Provide Transparency in OTC markets
Securities include:National, regional and foreign equity
issues
Warrants
Units
American Depositary Receipts (ADRs)
Direct Participation Programs (DPPs)
Securities include:National, regional and foreign equity
issues
Warrants
Units
American Depositary Receipts (ADRs)
Direct Participation Programs (DPPs)
OTC Bulletin Board/Pink Sheets
OTC Bulletin Board/Pink Sheets
Toronto Stock ExchangeToronto Stock Exchange
Began in 1852
Largest stock exchange in Canada, 7th largest in the world
Lists 4,000 securities, averaging 250 million shares traded per day.
Began in 1852
Largest stock exchange in Canada, 7th largest in the world
Lists 4,000 securities, averaging 250 million shares traded per day.
Owned and run by TSX Group
Trades senior securities with strong historical performance
Became “for profit” company in 2000
Owned and run by TSX Group
Trades senior securities with strong historical performance
Became “for profit” company in 2000
Toronto Stock ExchangeToronto Stock Exchange
Top Companies:Suncor
EnCana
Shell Canada
TD Bank
RBC
Top Companies:Suncor
EnCana
Shell Canada
TD Bank
RBC
Toronto Stock ExchangeToronto Stock Exchange
TSX Venture ExchangeTSX Venture Exchange
Began as Canadian Venture Exchange
(CDNX)
Acquired by TSX group in 2001
For companies who do not meet listing requirements of TSX
Began as Canadian Venture Exchange
(CDNX)
Acquired by TSX group in 2001
For companies who do not meet listing requirements of TSX
New York Stock ExchangeNew York Stock Exchange
Listing RequirementsUS CompaniesNon-US Companies
Associated Fees
Continued Listing Requirements
Listing RequirementsUS CompaniesNon-US Companies
Associated Fees
Continued Listing Requirements
New York Stock ExchangeNew York Stock Exchange
Meet certain qualifications1. National interest2. Stability in industry3. Engaged in expanding industry
Keep public informed
Must be a going concern
Meet certain qualifications1. National interest2. Stability in industry3. Engaged in expanding industry
Keep public informed
Must be a going concern
Listing Requirements
New York Stock ExchangeNew York Stock ExchangeListing Requirements – US Companies
Companies listing in connection with an IPO,Affiliated Companies, andCompanies listing following emergence from bankruptcy:
Number of holders of 100 shares of more or of a unit of trading if less than 100 sharesand
400
Number of publicly held shares 1,100,000
New York Stock ExchangeNew York Stock Exchange
Companies listing in connection with a transfer or quotation:
Number of holders of 100 shares of more or of a unit of trading if less than 100 sharesor
400
Total stockholders, together withAverage monthly trading volumeor
2,200100,000 shares
Total stockholders, together withAverage monthly trading volumeand
5001,000,000 shares
Number of publicly held shares 1,100,000
Listing Requirements – US Companies
New York Stock ExchangeNew York Stock ExchangeListing Requirements – Non-US Companies
A company must meet the following distribution and size requirements:
Number of shareholder, holders of 100 or more shares
5,000 Worldwide
Number of shares publicly held 2.5 million Worldwide
Market value of publicly-held sharesOr for the companies listing under theAffiliated Company standard
$100 million Worldwide
$60 million Worldwide
New York Stock ExchangeNew York Stock ExchangeAssociated Fees
Listing FeesCalculating Listing Fees
US Issuers Foreign Private Issuers
Annual fees US Issuers Foreign Private Issuers
Maximum Payable Annual Fees
Listing FeesCalculating Listing Fees
US Issuers Foreign Private Issuers
Annual fees US Issuers Foreign Private Issuers
Maximum Payable Annual Fees
New York Stock ExchangeNew York Stock Exchange
For companies that listed under the Earnings standard:
Average global market capitalization over a consecutive 30 trading-day period is less than:and
$75 million
Total stockholders equity is less than:or
$75 million
Average global market capitalization over a consecutive 30 trading-day period is less than:
$25 million
Continued Listing Requirements
New York Stock ExchangeNew York Stock Exchange
For companies that listed under the Pure Valuation with Cash Flow standard:
Average global market capitalization over a consecutive 30 trading-day period is less than:and
$250 million
Total revenues for the most recent 12 months:or
$20 million
Average global market capitalization over a consecutive 30 trading-day period is less than:
$75 million
Continued Listing Requirements
New York Stock ExchangeNew York Stock Exchange
For companies that listed under the Pure Valuation standard:
Average global market capitalization over a consecutive 30 trading-day period is less than:and
$375 million
Total revenues for the most recent fiscal year are less than:or
$15 million
Average global market capitalization over a consecutive 30 trading-day period is less than:
$100 million
Continued Listing Requirements
NASDAQNASDAQ
Listing RequirementsGlobal Select MarketGlobal MarketCapital Market
Associated FeesEntry FeesAnnual Fees
Continued Listing Requirements
Listing RequirementsGlobal Select MarketGlobal MarketCapital Market
Associated FeesEntry FeesAnnual Fees
Continued Listing Requirements
NASDAQNASDAQListing Requirements
Requirements Standard 1 Standard 2 Standard 3Net Tangible Assets $6 million $18 million N/A
Market CapitalizationTotal AssetsTotal Revenue
N/A N/A $75 millionor
$75 millionor
$75 million
Pretax Income(latest fiscal yr or 2 of last 3 fiscal yrs)
$1 million N/A N/A
Public Float (shares) 1.1 million 1.1 million 1.1 million
Operating History N/A 2 years N/A
Market Value of Shares
$8 million $18 million $20 million
Minimum Bid Price $5.00 $5.00 $5.00
Round Lot Shareholders
400 400 400
Market Makers 3 3 4
Corporate Governance
Yes Yes yes
NASDAQNASDAQAssociated Fees – NASDAQ Global Select & Global Market
Entry fees Entry feesShares Entry Fees
Up to 30 million $100,000
30+ to 50 million $125,000
Over 50 million $150,000
Annual fees Annual feesTotal Shares Outstanding
Annual Fees Annual Fees for ADRs
Up to 10 million $30,000 $21,225
10+ to 25 million $35,000 $26,500
25+ to 50 million $37,500 $29,820
50+ to 75 million $45,000 $30,000
75+ to 100 million $65,500 $30,000
100+ to 150 million $85,000 $30,000
Over 150 million $95,000 $30,000
NASDAQNASDAQAssociated Fees – NASDAQ Capital Market
Entry fees Entry feesShares Entry Fees
Up to 15 million $50,000
Over 15 million $75,000
Annual fees Annual feesTotal Shares Outstanding
Annual Fees Annual Fees for ADRs
Up to 10 million $27,500 $17,500
Over 10 million $27,500 $21,000
NASDAQNASDAQContinued Listing Requirements
Requirements Standard 1 Standard 2Net Tangible Assets $4 million N/A
Market CapitalizationTotal AssetsTotal Revenue
N/A $50 millionor
$50 millionor
$50 million
Pretax Income(latest fiscal yr or 2 of last 3 fiscal yrs)
$1 million N/A
Public Float (shares) 750,000 1.1 million
Operating History N/A N/A
Market Value of Shares $5 million $18 million
Minimum Bid Price $1.00 $5.00
Round Lot Shareholders 400 400
Market Makers 2 4
Corporate Governance Yes Yes
Toronto Stock ExchangeToronto Stock Exchange
Listing RequirementsWho Should List?Financial RequirementsForeign Companies
Associated Fees
Listing RequirementsWho Should List?Financial RequirementsForeign Companies
Associated Fees
Toronto Stock ExchangeToronto Stock Exchange
Who Should List?Well ManagedGrowth OrientedStrong Track RecordPublicly Distributed
Who Should List?Well ManagedGrowth OrientedStrong Track RecordPublicly Distributed
Listing Requirements
Toronto Stock ExchangeToronto Stock Exchange
Financial RequirementsFinancial Requirements
Listing Requirements
Canadian Companies
Minimum number of shareholders 300
Number of publicly traded shares at the time of issue 1,000,000
Minimum value of these 1,000,000 shares $4,000,000
Net Tangible Assets $2,000,000
Earnings from ongoing operations $300,000
Cash Flow preceding listing $700,000
Cash Flow in year following listing $500,000
Toronto Stock ExchangeToronto Stock Exchange
Financial Requirements
Additional Requirements
Financial Requirements
Additional Requirements
Listing Requirements
Foreign Companies
Minimum number of shareholders 3,000
Number of publicly traded shares at the time of issue 1,000,000
Minimum value of these shares $10,000,000
Net Tangible Assets $10,000,000
Earnings from ongoing operations $2,000,000
Associated FeesListing Fees Range from $15,000 -
$150,000Annual Fees
TSX Group, Investment Dealers, Provincial Securities Commissions, etc…
Associated FeesListing Fees Range from $15,000 -
$150,000Annual Fees
TSX Group, Investment Dealers, Provincial Securities Commissions, etc…
Toronto Stock ExchangeToronto Stock ExchangeAssociated Fees
TSX Venture ExchangeTSX Venture Exchange
Listing Requirements
Who Should List?Tier 1
Financial RequirementsTier 2
Financial Requirements
Associated Fees
Listing Requirements
Who Should List?Tier 1
Financial RequirementsTier 2
Financial Requirements
Associated Fees
Who Should List? Tier 1
Reserved for ‘Premier’ junior companiesEmerging CompaniesGoals toward senior status
Tier 2Early Stage junior companiesSeeking access to public venture capital
Who Should List? Tier 1
Reserved for ‘Premier’ junior companiesEmerging CompaniesGoals toward senior status
Tier 2Early Stage junior companiesSeeking access to public venture capital
TSX Venture ExchangeTSX Venture ExchangeListing Requirements
TSX Venture ExchangeTSX Venture Exchange
Tier 1 – Financial Requirements
Tier 1 – Financial Requirements
Listing Requirements – Tier 1
Minimum number of shareholders 300
Number of publicly traded shares 1,000,000
Minimum Value of these shares $1,000,000
Minimum portion of issued securities held by public 20%
Net Tangible Assets (Dependant upon industry) $1,000,000 - $5,000,000
Earnings from operations (Dependant upon industry) $100,000 - $300,000
TSX Venture ExchangeTSX Venture Exchange
Tier 2 – Financial Requirements
Tier 2 – Financial Requirements
Listing Requirements – Tier 2
Minimum number of shareholders 300
Number of publicly traded shares 500,000
Minimum Value of these shares $500,000
Minimum portion of issued securities held by public 20%
Net Tangible Assets (Dependant upon industry) $500,000 - $2,000,000
Earnings from operations (Dependant upon industry) $50,000 - $250,000
Associated FeesListing Fees Range from $5,000 -
$30,000Annual FeesAdditional Fees
Upgrade from tier 2 to tier 1
Associated FeesListing Fees Range from $5,000 -
$30,000Annual FeesAdditional Fees
Upgrade from tier 2 to tier 1
TSX Venture ExchangeTSX Venture ExchangeAssociated Fees
What is Cross-listingWhat is Cross-listing
Cross listing refers to shares that are officially listed on more than one exchange.
They are traded freely away from their domestic centre.
Cross listing refers to shares that are officially listed on more than one exchange.
They are traded freely away from their domestic centre.
Advantages of Cross-listingAdvantages of Cross-listing
Reduction in the firm’s riskLower cost of equityHigher returns
Increased Liquidity Increased VisibilityGreater Analyst CoverageBetter investment recognition
Increase potential shareholders Increases US holdings of stock
Reduction in the firm’s riskLower cost of equityHigher returns
Increased Liquidity Increased VisibilityGreater Analyst CoverageBetter investment recognition
Increase potential shareholders Increases US holdings of stock
Disadvantages of Cross-listingDisadvantages of Cross-listing
Major costs Registration Compliance
Change Accounting Practices Must meet GAAP
Submit Periodic Filings Disclose all information
Major costs Registration Compliance
Change Accounting Practices Must meet GAAP
Submit Periodic Filings Disclose all information
Non-Canadian Firms
Disadvantages of Cross-listingDisadvantages of Cross-listing
No real disadvantages for Canadian firmsMinimal Reporting to SEC neededMulti-Jurisdictional Disclosure System
(MJDS)
No real disadvantages for Canadian firmsMinimal Reporting to SEC neededMulti-Jurisdictional Disclosure System
(MJDS)
Canadian Firms
Solutions for Canadian and Foreign firms
Solutions for Canadian and Foreign firms
Canadian FirmsShould Utilize Cross-listingMany AdvantagesFew Disadvantages
Foreign FirmsDo not Cross-listUse ADR’s instead
Do not have to follow any rulesBank takes on all responsibility
Canadian FirmsShould Utilize Cross-listingMany AdvantagesFew Disadvantages
Foreign FirmsDo not Cross-listUse ADR’s instead
Do not have to follow any rulesBank takes on all responsibility
Where to Cross-listWhere to Cross-list
New York Largest Market (capitalization)Lowest Transaction CostsMost # ADR’sLowest # Cross Listed
LondonEasy and Low cost to listLow reporting requirements
TokyoHigh CommissionsLow Volume (not very Liquid)
New York Largest Market (capitalization)Lowest Transaction CostsMost # ADR’sLowest # Cross Listed
LondonEasy and Low cost to listLow reporting requirements
TokyoHigh CommissionsLow Volume (not very Liquid)
Thank YouThank You
Any Questions?Any Questions?