Tag Archives: Richard Carleton

Mid-year Update: An Interview with Richard Carleton

Richard Carleton, CEO of the CSE
CEO of the CSE, Richard Carleton, providing an update at the CSE’s annual pre-Stampede breakfast in Calgary (July 2017)

Earlier this month, CEO of the Canadian Securities Exchange, Richard Carleton, sat down with Peter Murray of Kiyoi Communications, to discuss the performance of the CSE in the first half of 2017 as well as to get the CSE’s perspective on a number of issues related to Canadian public markets, the evolving cannabis sector and innovation at the CSE.

Scroll down to read the full transcript of this interview. For ease of navigation, a list of hyperlinked topics is included.

  1. State of the Canadian microcap sector
  2. US companies choosing to list on the CSE
  3. Migration from the CSE
  4. Performance of the 1st half of 2017 at the CSE
  5. Reducing regulatory burden on small-cap issuers
  6. Simplifying access to marketplace data
  7. CSE marketing efforts
  8. Overview of cannabis sector
  9. Growing sectors
  10. Digital innovation at the CSE

State of the Canadian microcap sector

PM: Media outlets have published several articles recently on the demise of the microcap issuer, pointing to reductions in IPO activity, capital raised and issuer numbers.  The CSE is doing quite well servicing this segment of the market these companies.  What are your opinions on the state of the microcap sector?

RC: There are different ways to assess the health of the sector, some of which are pretty encouraging.  One of the concerns expressed in an article published by the Globe and Mail recently was that the number of companies listed on Canadian exchanges has declined quite considerably.  What they did not refer to was that there are some 320 companies listed on the Canadian Securities Exchange, and this was not the case eight or nine years ago.

In other words, some of those missing companies are not missing at all – they are listed on the Canadian Securities Exchange.

That said, we’ve obviously gone through a prolonged slump in the mining and oil and gas exploration sectors.  This has an impact on the overall health of the Canadian markets because Canada has been very good historically in terms of creating large numbers of these types of public companies.

The bottom line is that public capital is always there, but raising that capital is never going to be easy.  Quite frankly, it is not supposed to be easy.  But with price weakness in some of the commodities that underpin the value of Canadian resource companies, applying the model of raising public funds for pre-revenue companies has been a bit of a struggle.

Fortunately, the tremendous growth in the legal cannabis space since the spring of 2014 has served as a counterbalance.  We are increasingly seeing old fashioned IPO-type deals where companies are raising tens of millions of dollars, and even into nine figures, in ways that remind one of the good old days, with Canadian investment dealers conducting a wide distribution on behalf of the issuer.

So, what we really have is a kind of dichotomy where the traditional Canadian small-cap space continues to suffer a high degree of stress.  But the sunrise industry that is the legal cannabis space in Canada and the United States has attracted a lot of attention from investors and the investment dealer community.

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US companies choosing to list on the CSE

PM: The CSE has welcomed several issuers based in the United States over the past few years.  What is the attraction for US companies in listing on the CSE, and in general what do they tell you about their listing and post-listing experiences?

RC: The reason they come to Canada is that they can raise money here.  In the United States, deals in the $20 million to $40 million range are the realm of the venture capital and private equity investment communities.  Some companies don’t want to go down that route because there can be significant drawbacks when you accept money from these types of investors.

Specifically, entrepreneurs find that venture capital funds and private equity funds exert a tremendous level of control over investee companies, as you would expect when they are investing the amounts of money we are talking about.  An important advantage to raising funds publicly is that you often retain more control over the future direction of the enterprise.

Another issue is that the exit scenarios for private funds may be at odds with those of a company’s founders.  Funds may be more interested in an early trade sale, rather than continuing to finance the company to the point where it is one of the big and truly successful entities in its space.

The result is that we see companies looking to raise the smaller amounts available in Canada through the public markets.  And the cost of that capital tends to come in lower than if they were raising money privately in the United States.

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Migration from the CSE

PM: A number of companies have successfully grown their operations on the CSE but then left for other exchanges as they reached a point they felt warranted such a move.  Can you share your views on why this happens?

RC: There are two issues in play in my opinion. The first is something the team at the Canadian Securities Exchange is working to address, and that is a bias held by some members of the institutional investment community.

When companies are looking to raise large amounts of money – and again I am talking high tens of millions, or over $100 million – many institutional investors are more comfortable with the incumbent exchanges because they have worked with them before and they understand their standards and procedures.  It really is up to the CSE to better communicate our value proposition and our reliability as a partner to these institutions, because we have a lot to offer.  This is definitely something we are working diligently on.

The other issue is that if a company believes it will have sufficient market capitalization and trading turnover to qualify as an index component on the Toronto Stock Exchange, public company managers may see that as a powerful inducement to move.  Once you join the index it means the company is likely to be followed by several analysts and its shares will be included in a variety of portfolios held by investors both domestically and internationally.

Those two factors combined can create, under certain circumstances, an incentive for companies to move to another exchange.

I do believe, though, that some of this thinking is rooted in the past.

If one looks at the trading volumes and amounts of capital being raised on our exchange in the first half, a well-run company clearly can achieve its goals with a CSE listing.  Not to mention the advantages we offer from cost and other perspectives.

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Performance of the first half of 2017 at the CSE

PM: It has been a good first half for the CSE and the financial community is increasingly supportive of what the exchange and its issuers are working toward.  Can you briefly review the half for us and share some of the approaches that seem to be succeeding for issuers right now?

RC: We have a number of projects underway at the exchange and one I would highlight is the update to our listing standards.

We updated the initial listing standards last year and are now in the process of introducing continued listing standards.  Our intent is to ensure that companies listed on the exchange are active businesses, which means that the ones hanging on purely for shell value are not going to qualify for continued listing unless they can show that there is an imminent opportunity for a transaction.

We are receiving a lot of support from both the investor and issuer communities for this effort.  Last year, we delisted almost as many companies as we listed, which was almost 10% of the listed company register.  We want to assure investors that the companies that remain listed are active.

In the first six months of the year, CSE issuers raised a record amount of capital ($320 million).  I think observers would expect that it is flowing mostly into the legal cannabis space, but actually this sector accounted only for about half of the total.  We have seen a variety of companies in the financial technology space, clean technology and mining add significantly to their treasuries.

Again, although capital is scarce and companies are having to work hard to obtain it, they are certainly doing so at record levels on the Canadian Securities Exchange to this point in the year.

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Reducing regulatory burden on small-cap issuers

PM: The CSA (Canadian Securities Administrators) recently released for comment a list of proposals designed to reduce the regulatory burden on small-cap issuers.  Can you discuss the CSE’s positions on some of the key recommendations?

RC: Most of the recommendations are aimed at small- to mid-cap companies listed on the Toronto Stock Exchange.  So-called venture issuers, which covers companies on the CSE, are already afforded relief from some of the reporting requirements imposed on public companies.  Essentially, the CSA was looking to extend similar relief to some of the companies listed on the Toronto Stock Exchange.

The key measure in the discussion paper was a proposed reduction in the financial reporting cycle from quarterly to semi-annually.  Basically, only the audited annual financial statements and a half-year summary would be required from public companies.

The CSE does not support this proposal, and neither do the vast majority of companies, financial advisors and accounting firms we have spoken with.

Quarterly reporting is not burdensome, and in fact the decrease in transparency resulting from a move to semi-annual reporting would increase the cost of capital for small companies.  So, while the idea is well-intentioned, we think it would bring about the opposite of its intended goal.

What we would like to see is significant change in how the exempt markets in Canada are managed and regulated.  For example, we would like to see regulation similar in nature to Regulation A+ in the United States, which gives individual investors an opportunity to invest in exempt market companies up to individual deal limits and annual limits.

What this means is that smaller retail investors would be able to participate in opportunities that at this point are only available to accredited investors and institutions.

We think this is important to engaging the next generation of investors because the average accredited investor is getting on in years.  We are concerned that younger investors are not getting the opportunity to invest in the kinds of growth stories they should.

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Simplifying access to marketplace data

PM: I know you are working on a consortium of sorts to address data fee costs for investors.  What are the specific issues at play here and what do you hope to achieve?

RC: I have some good news to share on this topic.

First, though, the background is that any professional investor looking to get a full picture of what is going on in Canadian equity markets must sign contracts and pay fees to each of the individual exchanges if they want access to real-time data.  Not surprisingly, the fees add up pretty quickly.  Canadian data can thus be considerably more expensive than in other markets around the world.  It is another resistance point we just don’t need.

The Ontario Securities Commission was successful in late June in its long-term effort to gain jurisdiction over marketplace data.  It looks as if the commission will seek to exercise that jurisdiction to address the pain points that professional data users currently suffer.  It remains to be seen what specific approaches to the problems the regulators are going to take.

This is a positive development from our point of view because there is a large transparency deficit at present.

The CSE and some of the alternative exchanges do not reach the same scale of user population that the TMX exchanges do from a data-subscription perspective.  And that means a significant transparency deficit exists in the marketplace.

It looks as if we will be asked to take a leading role in helping to define what the data delivery model, fees and terms look like in coming years for marketplace operators in Canada.

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CSE marketing efforts

PM: The CSE team has been very active in the first half of the year hosting CSE-branded events and participating in investment conferences.  Can you share with us the goals and some of the achievements on the marketing side?

RC: Our team has been extraordinarily busy this year, literally traveling all over the Northern Hemisphere – Europe, Asia, and across North America.

We always pursue two goals: to explain to the international and domestic investing public what the value proposition of the Canadian Securities Exchange is, and to meet with issuers, investors and advisors so that we continue to build the list of companies we present through our facilities.

The favourable reception we receive at virtually every stop is extremely gratifying.

I am amazed when I sit back on a given day and try to figure out where the various members of the CSE team are, because we have literally crossed the northern half of the globe several times over the course of the first half of 2017.

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Overview of cannabis sector

PM: Cannabis companies have experienced some ups and downs since entering the public markets a few years ago but the sector in general seems to be getting itself on a steadier track now.  While most of the early movers focused on opportunities in Canada, many of what one might term the “second wave” of issuers seem set on operating in the US.  What is next for the cannabis sector in your opinion?

RC: I actually think of the US companies as the third wave.  The first wave was the licensed medical marijuana producers in Canada.  Next, we saw entities in ancillary industries – extractors and alternative delivery systems are good examples.  The third wave is clearly companies that have business interests in the United States and are ramping up to address the coming legalization for adult use in very large jurisdictions.

We speak to people in this industry on a regular basis and the numbers are mind-boggling.

California’s population is roughly that of Canada, and they are on a similar timeline as Canada to legalization.  Cultivators there are looking to raise billions of dollars to build the operations necessary to supply the state’s legal market.

Given that one of the objectives of government policy in every jurisdiction is to displace the black market, it is critically important to the success of those policy directions to enable the legal market to meet the demand from the adult-use side.

It is fair to say that we have not seen anything yet in terms of how big this is going to become.  There will be a steady stream of companies in this space with solid business plans looking to build out and meet the dawn of a significant new industry in North America.

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Growing sectors

PM: Are there any market sectors right now that remind you of what cannabis felt like in 2014?

RC: In the sense that the legal cannabis market is one of the most significant new business opportunities to hit public capital in a long time, I can’t really say I sense anything up and coming of the same magnitude.

As I mentioned before, we see a lot of different stories getting funded, but I think we are going to continue to see the legal cannabis space driving a substantial percentage of our growth as we make our way through the rest of 2017.

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Digital innovation at the CSE

PM: The infrastructure supporting securities trading and information exchange is predominantly digital these days.  How has the CSE navigated the rapidly evolving digital landscape?

RC: There are a variety of things I would like to see happen faster than they are today.

One of them relates to information released by issuers, where I would like a more aggressive implementation in Canada of a protocol called XBRL (eXtensible Business Reporting Language).  This basically refers to digitally tagging news and company filings with the regulator.  The practical impact is that an analyst can download a company’s financial history directly into spreadsheets.  At the present time, an analyst wanting to initiate coverage on a CSE company has to manually key its financial history into a spreadsheet.

To put it mildly, that is a massive time commitment, with significant potential for error involved.

I would really like to see the Canadian exchanges and regulators get together on a taxonomy of XBRL for reporting financial information for public companies in Canada.  It has already been mandated for use in the United States.

We have also implemented a new trading system and a variety of new technologies around that system.  Although it was a significant investment for us, the benefits have been immediate, including lower operating and data centre costs.

We don’t describe ourselves as a technology company but we do certainly avail ourselves of those tools in a significant way and they up our game from a customer service perspective while helping us to manage costs.

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Record Growth in an Evolving Marketplace: An Interview with Richard Carleton

2016 will officially go down as one of the best years in the Canadian Securities Exchange’s history.

At the outset of the new year, CEO of the CSE, Richard Carleton, sat down with Peter Murray of Kiyoi Communications to discuss and reflect on the achievements of the CSE in 2016 as well as to provide insight on the capital markets ecosystem and what’s around the corner for the CSE in 2017.

Below is the full text from both parts of their interview (for ease of navigation, links to each part and topic have been provided).

Part 1: A look back on 2016 & look ahead to 2017

The first portion of the interview focused on the performance of the Canadian Securities Exchange in 2016, including the record trading and capital raising efforts from companies listed on the exchange. In addition, Richard Carleton highlighted a number of important operational and technical investments that were made to facilitate future growth and enhance investor experiences at the CSE.

Peter Murray (PM): The year 2016 was a particularly good one for the CSE and the financial community is interested to learn what the exchange’s plans are as we enter 2017.  I’ll begin by asking you to walk us through some of the milestones and accomplishments at the CSE during the year just finished.

Richard Carleton (RC): The headline event would be the performance of our overall market, where we enjoyed record trading volume, trading value and number of trades for our CSE listed companies.  We saw very strong momentum begin to build about halfway through the year and it grew to a crescendo in the month of November.  For all members of the team, and perhaps particularly those of us who have been working with the organization from near inception, it was tremendously gratifying to see the investing public accept our issuers to the extent they did.  From an external perspective, I think that is the headline story.

At the same time, I would say some of the things we did behind the scenes were equally important.  We invested very heavily in our infrastructure in 2016.  The first tangible evidence of this effort was the new website launched early in the year.  Though we received plenty of positive feedback on the improved look and usability of the website, we worked to further refine it on a continuous basis over the balance of the year.  I think the website presents a clean, professional and complete view of the Canadian Securities Exchange to all visitors.

We also invested in our trading infrastructure.  In mid-December, we completed the final stage in launching a new trading system that is approximately 11 times faster than our former system but requires considerably less hardware to operate.  For us, that means we are offering a higher level of service at a lower operating cost.

In addition, we bundled the new trading system with order routing solutions, compliance and risk management services.  For example, we provide features such as “fat-finger” protection, credit limits, risk limits, and risk tolerance limits to assist dealers trading on our exchange with meeting their risk management obligations to clients.  Basically, it gives dealers new tools that enable them to provide a higher level of service to their clients.
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PM: You mentioned new volume and value records.  Statistics released by the CSE during the year showed year-on-year volume growth of over 100% in some months.  What drove these increases?

RC: There clearly was a lot of investor interest in the legal cannabis sector, both in Canada and the United States.  With propositions on the ballot during the US election in eight states to either permit medical marijuana or legalize it outright, the belief was that companies active in the US market could have a tremendous increase in business opportunities available to them.  In the run-up to the election we saw a big increase in trading and price performance for names in the sector.

Canada-focused cannabis companies were also caught up in the investor interest given the posture of the federal government toward liberalizing laws in this country.

But I’d hasten to point out that cannabis-related companies weren’t the only ones fueling the growth.  A number of natural resource issuers and technology companies also traded heavily in the latter half of the year.  The result was a string of monthly records for share turnover, value traded and number of trades as we went from September through November.
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PM: On the oversight front, there is an ongoing effort to update the rules companies must abide by while on the exchange, as well as during the listing process.  Where do things stand currently?

RC: Most of the work has been taken up in two specific areas: original listing requirements and continued listing requirements.  The new requirements for original listings have been implemented.  We increased a number of the thresholds, which essentially had not been adjusted since the exchange began business in 2003.  In the intervening 13 years, some of the numbers came to need a reassessment.  Still, I would say that all of the companies approved for listing prior to the adoption of the new requirements would have made it under the new rules as well.

If you consider this together with the work we did in 2015 on plans of arrangement, we are trying to communicate to the investment community that we need to see companies with a business plan and sufficient capitalization to meet financial requirements for that plan over a 12 to 16 month period prior to listing.

To assist companies in meeting their disclosure obligations, both as they list and subsequent to listing, we retained two very important individuals in 2016.  Dr. Francis Manns is now our consulting geologist working with prospective issuers to provide expert-level peer review of 43-101 reports, or in the case of oil and gas issuers 51-101 reports.  Francis is universally respected in the mining and financial communities and is a real asset for resource companies to work with as they list with us.

Another strong addition is John Hughes, who joined our compliance team in a management capacity.  John is a consulting accountant who advises firms on the impact of IFRS and other contemporary accounting issues.  John reviews financial statements and other disclosure documents from prospective and current issuers with a view to helping companies meet the highest standards when it comes to financial reporting and disclosure.

For companies listing with us, having Francis, John and the other experts on our team to turn to is a real benefit.

We are still working on the continued listing requirements and the idea there is to establish minimum criteria a company must meet to remain listed on the exchange.  The objective of the exercise is to ensure companies on the exchange are actively pursuing the business they have set out in their disclosure materials and listing statement.  If a company decides that it needs to raise additional capital or find another business, it has a period of time in which to do that, but we are not going to allow inactive companies to reside on the exchange indefinitely.
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PM: Quite clearly, 2016 was a year of progress on multiple fronts.  What is the CSE team preparing to focus on as we enter 2017?

RC: Now that we’ve got the new trading system running we are really going to shift our attention to improving market making and overall market quality for our issuers.  We have been working with several dealers on ways for market makers to deepen liquidity and reduce the choppiness in prices by contributing buy and sell orders to the CSE book.  Ensuring that companies have a continuous two-sided market is quite important for issuers and their investors.

We are also going to be continuing our efforts to bring companies listed on the exchange to the attention of investor audiences in Canada, the United States and beyond.  We are planning quite a few events over the course of 2017 designed to introduce more potential investors to our issuers.  And, of course, that has the side benefit of demonstrating to entrepreneurs deciding where to list that they should choose the CSE ahead of some of the alternatives, as we quite actively support the efforts of our issuer community in markets around the world.  This is going to be another important focus of our energies over the course of 2017.
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PM: The CSE approach to issuers and markets has some unique aspects to it.  Do you think the CSE has helped change the environment for securities listings in Canada?

RC: Well, we sure hope so.  Our Senior Vice President of Market Development, Rob Cook, said the other day that when the organization launched in 2003, while we may not have been re-inventing the wheel, we certainly set out to apply a healthy degree of lubrication to the process.  And in many respects we have successfully done that.  We are continuing our mission to facilitate the lowest cost of public capital for small-cap companies in Canada.  The principal means by which we do that is improving the listing process and the secondary trading environment, and we work with as many parties as we can to accomplish our objectives.  This is our core strength and we will retain that commitment to a higher level of service for our issuers.
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Part 2: Industry Insights

In the second portion of the interview Richard Carleton provided his insights on a spectrum of issues facing Canadian capital markets. In particular, Carleton provided his take on the evolving landscape for IPOs, performance of commodities markets, algorithmic trading and opportunities for Canadian listings in the US.

Peter Murray (PM): Data shows that 2016 was a slow year overall for Initial Public Offerings in Canada.  What is your viewpoint on what has happened to the IPO and what is going to be its role for future public financings and listings?

Richard Carleton (RC): I don’t think there is any doubt that the decline in the number of IPOs is more than a cyclical phenomenon.  We have witnessed a sea change in how early stage corporate finance is conducted in Canada.  Participants are voting with their feet and avoiding the IPO process.  They are doing so because of concerns about cost, concerns about delay in having their prospectus approved, and also that there are now very few dealers who have the capacity, willingness or business model to support a small-cap IPO and distribute the securities to their clients and to the clients of other members of an underwriting syndicate.

The so-called “exempt market” has really stepped into the gap.  Here, I am talking about dealers (specifically “exempt market dealers”) who are able to distribute securities on the basis of one or more prospectus exemptions in the different securities acts.  The most common means, the “accredited investor” exemption, where securities may be distributed to high net worth individuals and institutions without a prospectus, accounts for the lion’s share of the funds raised by early stage companies in Canada today.   I prefer to think of this development as less as of an IPO crisis than as the emergence of a new dynamic, the funding of new businesses via the exempt market.  Typically, a new company will conduct a reverse takeover of an existing listed company, or existing listed company management may decide to undergo a fundamental business change.  In both cases, the exempt market is where 90% to 95% of the funds are being raised for new CSE companies.  This development means we are working not just with the traditional IIROC dealers on their underwriting activities, but also with exempt market dealers who are the lead actors in this new access to private capital for public companies.
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PM: A year or two ago when junior markets were having a particularly tough time, some observers criticized predatory trading practices for contributing to the weakness.  Are such things as high-frequency trading and black boxes issues for companies on the CSE?

RC: We saw the first consistent participation by high-frequency trading firms on the CSE this year.  These firms were pursuing a market-making strategy, which means they are significant contributors to the available liquidity in a particular stock.  The firms are very competitive; they tend to narrow spreads and provide for deeper order books.  I believe it has contributed in a positive way to liquidity on the CSE.  There were complaints voiced about “HFTs” a few years back when there was a lot of selling pressure, but we didn’t hear so much in the way of concern when the early stage markets began to recover.
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PM: Given the differences in the two markets, there seems to be an opportunity to harmonize Canada’s public venture market with capacity in the United States for deal flow and retail investing.  How do you see this developing and what role can the CSE play?

RC: There is no doubt Canada is an extremely advantageous jurisdiction in which to launch a smaller public company.  The economics don’t really support it in the US, UK or EU.  Arguably, Australia is the only other place in the world where small companies without revenues – typically mineral exploration companies – have an opportunity to raise public capital.

We know from experience that there is a lot of interest in our companies from investors in the United States.  We have a close working relationship with the OTC Markets Group in the US and in many cases we encourage issuers to obtain a quotation on one of the OTC’s regulated boards and to make sure their securities are properly registered with the clearing and settlement agency in the United States.  With these measures, US-resident retail investors will be able to trade these stocks via their discount brokerage accounts.

Issuers end up enjoying the best of both worlds.  They have a relatively low-cost jurisdiction in which to list their company, but at the same time can tap the US capital markets for both investment capital out of the gate and further rounds once they are trading in the secondary market.  That is something several of our companies have taken advantage of.  Generally, companies that obtain a US quotation have seen an immediate improvement in liquidity and it gives them additional fundraising opportunities in the US.  The fact is that Canadian public companies travel very well internationally.
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PM: Do you have any closing thoughts for issuers and investors, perhaps on issues we have not addressed so far?

RC: I would more so just take the opportunity to state again that the two things we will focus on in 2017 are working more with market-making and other groups to improve liquidity, and secondly that issuers should expect opportunities to work with us to promote both the exchange and their companies on an international basis.  We are going to be very active in the US, in Europe and potentially in Asia as well.

Really, what this is all about is proving the value of a listing on the CSE, and in so doing make the challenge facing our issuer companies of raising funds significantly easier.
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Record third quarter for CSE continues momentum through Q3 2016

CSE is proud to present its most recent quarterly update video and press release below highlighting the record third quarter of the year at the Canadian Securities Exchange:

Multiple Industry Sectors Push CSE Trading Volume, Financings to New Records in Third Quarter of 2016

CSE Posts Record Activity in Q3 of 2016

The Canadian Securities Exchange (CSE) today released performance metrics for the third quarter of 2016 highlighting continued strong growth, particularly in trading volume and capital raised by CSE listed companies. Both measures rose to the highest levels ever recorded by the exchange.

Key Statistics

  • Trading volume in CSE listed securities climbed 138% compared to the third quarter of 2015 to 1.27 billion shares;
  • Companies listed on the CSE conducted 85 financings for gross proceeds totaling $109 million, an increase of 222% over the same period a year earlier;
  • The CSE finished the July-September quarter with 315 listed securities, 13 more than at September-end 2015;
  • Trading on the CSE platform in securities listed on other exchanges totaled 811 million shares, higher year on year by 59%.

Metrics for January through September also set records, with the 3.27 billion shares traded in CSE listed securities outpacing the total for all of 2015 (2.48 billion shares). CSE listed companies raised $226 million in the first nine months of the year, compared to $195 million in full-year 2015.

Trading volume continues to gain momentum in the fourth quarter, with a record 99,704,073 shares trading in CSE listed securities on October 6. Over the past 30 days the CSE has set new records for both daily trading volume and number of trades on seven occasions.

Several CSE issuers ranked among the most actively traded public companies in all of Canada during the quarter as investor interest increased across most industry sectors, and particularly for life sciences companies. The CSE also welcomed one of the few Initial Public Offerings completed in Canada this year when Glance Technologies Inc. (GET) made its trading debut on September 7.

Toward the end of the quarter, the exchange announced several important executive level appointments, and the addition of a highly experienced financial industry executive to its Board of Directions (http://thecse.com/en/news/cse-announces-senior-appointments-to-board-of-directors-compliance-and-listings-teams). The appointments were made to expand business development coverage and deepen the pool of expertise in the listings review group.

The CSE team remained hard at work connecting with entrepreneurs, hosting events in Vancouver, Calgary, Montreal and Toronto during the quarter, as well as presenting and exhibiting at the first ever Mines and Money conference held in North America. Senior exchange staff also travelled to China and Mongolia to continue outreach efforts in growing overseas markets.

The exchange is pleased to report that it will soon implement a new trading system technology featuring execution services for all equities listed in Canada. Related to this, a commitment to heightening the visibility of companies listed on the CSE through continued investor events and publications (including the CSE Quarterly magazine), plus support for market-making and other activities, will assist with further advances in volume and liquidity.

“The CSE is firing on all cylinders, with an improved capital markets backdrop helping our issuers to meet, and in some cases exceed, their financing targets,”

said Richard Carleton, CSE Chief Executive Officer.

“Having added several talented executives to our team, the CSE is positioned even more strongly to facilitate access to growth capital for entrepreneurs at the lowest possible cost, while providing liquid and accessible trading services for investors anywhere in the world.”

Strong second quarter for CSE leads to record first half of 2016

CSE is proud to present its most recent quarterly update video and press release below highlighting the record first half of the year at the Canadian Securities Exchange:

Growth in Trading Volume and Financings Highlight Productive Q2

CSE Posts Record Activity in First Half of 2016

The Canadian Securities Exchange (CSE) is pleased to release an update on activity of the second quarter of 2016, resulting in a record first half of 2016 highlighted by record trading volume, changes to listing requirements, and initiatives to help CSE issuers build on recent positive momentum in financing and other aspects of corporate development.

Key Statistics

  • Trading volume in CSE listed securities grew 64% compared to the first half of 2015 to 2.01 billion shares;
  • The CSE finished the first six months of 2016 with 328 listed securities, up 12.3% compared to the same period the previous year;
  • CSE companies conducted 178 financings for total gross proceeds of $123 million, up 28.4% over the first half of 2015;
  • Trading on the CSE in securities listed on other exchanges totaled 1.82 billion shares, an increase of 19.1%.

Growth in trading volume and financing proceeds during the first half of the year reflected both the increased number of securities listed on the CSE and noticeable improvement in Canadian investor sentiment across all sectors. The 2.01 billion shares traded in CSE listed securities in the first six months of 2016 puts the exchange well ahead of its pace of 2015, when a record 2.47 billion shares traded for the full year.

The CSE is proud to highlight a busy first half supporting issuer outreach to the financial community with a variety of activities. These include CSE Days held in major cities where executives enjoy the opportunity to present to audiences of financial industry professionals, retail investors and issuer peers.

The exchange also published new issues of its CSE Quarterly magazine, the most recent leading with a profile of the CSE’s top performing companies as measured by growth in market capitalization (the CSE Quarterly magazine can be viewed at http://blog.thecse.com/2016/06/01/cse-quarterly-issue-9-now-live/).

In addition, the CSE launched a new website in April. The modern format makes it easier for investors to gather information on CSE companies, and for both existing and prospective issuers to access the resources they need to make interaction with the exchange as efficient and cost-effective as possible. The CSE’s new website can be accessed at http://www.thecse.com.

Other achievements in the first half of 2016 included a comprehensive update to initial listing requirements. Proposed changes were published for comment in February and following feedback the modified rules were submitted for regulatory approval. The new requirements will become effective in Q3 upon publication of a notice from the exchange.

In the second half of 2016, the exchange will work to finish a review of continued listing requirements for listed companies. A list of proposed amendments will be published for comment in the near future.

“The CSE team is constantly working on new and dynamic ways to drive our mandate, which is supporting entrepreneurs and lowering the cost of capital for early stage companies,”

said Richard Carleton, CEO of the Canadian Securities Exchange.

“The activities we undertook in the first half of 2016 made our offering as an exchange stronger, as evidenced by growth in both trading volume and financings closed by our issuers. We will continue to support CSE listed companies with a variety of public efforts, and by working with regulatory authorities to improve the operating environment for Canadian financial markets as a whole.”

For the full-length semi-annual interview with CSE CEO Richard Carleton please click here for the transcript.

Continuing to Deliver: An Interview with CEO Richard Carleton

CEO of the CSE, Richard Carleton at CSE Day Toronto, Spring 2015
CEO of the CSE, Richard Carleton at CSE Day Toronto, Spring 2015

Earlier this month, Canadian Securities Exchange CEO Richard Carleton sat down for an interview with Peter Murray of Kiyoi Communications to discuss the latest developments at the CSE.  Among the topics covered were the performance of the CSE in 2015, the expanding international profile of the CSE, the landscape for early-stage firms raising capital as well as the upcoming enhancements to the CSE.

Below is the full text of their interview. (Questions from Peter Murray have been placed in bold for clarity):

1. Let’s start with a review of 2015 in general. The Canadian Securities Exchange issued a press release recently highlighting continued growth in issuers listed, trading volume and other key metrics of performance. Can you comment on these and is your success a sign of companies finding that financing and other business activities became somewhat easier last year?

Actually, I think it is an article of faith in the industry that it is more difficult at the moment to raise public capital than it has likely been in a generation. And that is not just for companies that operate in the commodities space — given what we’ve heard from the entrepreneurial community it has been a challenge for companies in all sectors to raise capital over the past 12 months.

That is why I believe it is important that despite those difficult conditions we grew considerably last year over the record pace we set in 2014. We had the strongest year ever in terms of trading volume and grew the issuer base by 20%, among other achievements. I think the underlying message of the exchange, which is that we work with a broad number of industry participants to deliver the lowest cost of public capital, really is resonating with the entrepreneurial community. And frankly it is perhaps as a result of the difficult times that we have seen our business continue to grow.

2. It was encouraging to see several companies based in the United States make their public trading debuts on the Canadian Securities Exchange in 2015. Why did they choose the CSE over the alternatives and how is the listing process different for a company domiciled outside of Canada?

As with a Canadian company, an international company has to become a reporting issuer in one of the Canadian provinces before they qualify to list on the CSE. That is accomplished in one of a variety of ways, which can include an offering or non-offering prospectus. At some point in the not too distant future there will be the opportunity to do so via an offering memorandum. There are also the traditional techniques of reverse takeovers and asset purchases that have been used in Canada for years for private companies to become public.

For US companies in particular, I think it is fair to say that regulatory costs and civil liability burdens have put a significant hole in their early stage public capital markets. Much of the early stage capital is coming from venture capital and private equity sources. Companies look at the public market as an exit, not necessarily as a means of raising growth capital. So, when people who need to raise from $5 million to $50 million to build a company understand that you can do that in the public markets in Canada, it becomes a very attractive option.

Additionally, I would point out that entrepreneurs who take their companies public can often retain more control over the future direction of the enterprise than if they accept investment from a venture capital or private equity firm. You often see venture capital and private equity investors exert a very heavy hand on the future direction and management of businesses. From a cost perspective and that of the ability to control your destiny, people around the world find Canada a very compelling place to raise growth capital.

3. Can you give us some feedback on your interaction with issuers in 2015? And looking forward, what do you sense their goals and expectations are for 2016?

Let me start in more general terms by highlighting the results of a series of events we instituted in 2015 called CSE Days. These took place in Vancouver, Toronto, Montreal and New York. We invited issuers from each of the Canadian cities to spend a day with us talking in the morning about issues of specific interest to listed companies. We also focused on helping companies improve their presentation skills by having coaches work with their executives. We concluded the day with a mixer event where the corporate finance community was invited to meet the issuers and the keystone was the companies delivering two-minute pitches to the audience. Our issuers universally found these days to be helpful. They also found it worthwhile to meet not just their peers in the CSE issuer group, but to be introduced to a broader cross-section of the advisors and corporate finance professionals working in each city.

As far as what issuer goals and expectations are for 2016, I don’t think anybody is expecting conditions to change dramatically for the better in the commodities markets. The belief seems to be that it will continue to be a challenging environment for early stage companies of all kinds to raise capital. That being said, it is abundantly clear that there is more investor interest in technology, biotechnology and biopharma undertakings. Through the applications we are receiving we see what seems to be a general rotation of investor interest into those sectors.

4. Are there any other key developments from 2015 to highlight?

One of the first things the Canadian Securities Exchange decided it had to deliver was full electronic access to all of the discount brokerages operating in Canada, given that retail investors play such an important role in junior capital formation. It actually took until spring of last year to bring on board the last of the bank discount brokerage firms. And we saw as each of them came on over the last couple of years, significant enhancements in both the trading activity and market quality. That was a really important milestone, not just for the organization but for the issuers, and one I am pleased to say that we finally completed last year.

5. As we enter 2016, what are the trends you hear from the investment community, and how will these affect the CSE and its issuers? How can the CSE influence those trends?

As we start 2016 there is no shortage of concerning news. I recently heard Ian Russell, President and CEO of the Investment Industry Association of Canada, present the results of his organization’s CEO survey conducted in November, where they spoke to almost 200 of the chief executives of the registered investment dealers in Canada. The picture they painted was quite bleak. They anticipate that costs, chiefly driven by regulatory initiatives, will outstrip any revenue growth, and that there will continue to be a large number of independent dealers in financial distress as a result of difficulties in traditional strengths of the Canadian economy.

In working with that community we continue to look for ways to reduce their cost of operating wherever we can, to try to bring more business opportunities to the dealer community and ideally lower their cost of operations.

There are definitely things we can do as an exchange as well and international initiatives are a good example. When we attract companies from overseas to list in Canada, they are going to use Canadian dealers, lawyers, accounting firms and investor relations professionals to manage their go-public process. So we are bringing net new business opportunities to the local community.

In addition, we certainly are going to be part of the industry discussion about ways to try to improve the trading process in a manner that protects enterprise values for issuers and their investors.

6. Let’s discuss one of your international initiatives. The Canadian Securities Exchange signed a Memorandum of Understanding with the Taipei Exchange in November, and this comes on top of a close working relationship with the OTC Markets group in the United States. What benefits are there to the exchange itself from such international relationships? How about for issuers?

Really, the two questions are intertwined. We find that when companies list in jurisdictions in addition to Canada and have raised money in those jurisdictions, their liquidity profile improves overall. We see tighter spreads and deeper markets for domestically listed companies that are also quoted on the OTC market in the US or Frankfurt in Europe.

Many Canadians aren’t aware that Taiwan is a very dynamic economy heavily involved in precision manufacturing. Taiwan has a sophisticated material science community and in fact enjoys a large positive trade balance with the People’s Republic of China.

The issue that business people in Taiwan have, which is very familiar to Canadians, is that notwithstanding that expertise, it is a relatively small economy, with a population of some 22 million.

As a result, Taiwanese companies are looking for access to the global economy and over the years, for a variety of reasons, have looked to the United States for public capital and to establish that North American presence.

The CSE has always had a strong proposition for companies looking to access North America but at a significantly lower cost and regulatory footprint than they would see in the United States. We had an opportunity to meet with a variety of members of the Taiwanese financial community, including the Taipei Exchange, which is the medium and small enterprise exchange there. We have agreed to compare notes and look for opportunities to promote our issuers in the Taiwanese market, while also searching for opportunities for issuers on their market to potentially list in Canada and obtain access to North America.

For our issuers it is really the same thing. Taiwan has a sophisticated marketplace which is prepared to invest in early stage stories, especially in the technology space. We have a lot of companies that are looking to obtain an Asian presence, and just as we are a low-cost alternative to the United States, there are a lot of advantages for companies to use Taiwan as their stepping stone into the Asian market.

7. The regulatory landscape is constantly developing. Anything to comment on with regard to change at the CSE or ongoing collaboration with regulatory authorities?

We will be publishing proposed changes to our listings criteria in the next few weeks. Keep in mind that we have not amended the thresholds to qualify for listing since the material was originally filed with the Ontario Securities Commission in 2002. We will be raising the bar, but I don’t think the new standards would have had an impact on companies we have listed over the last couple of years had they been in place when those companies applied to us.

We will also likely introduce continued listing requirements that will entail certain enterprise value, size and business activity with the notion that the companies listed on the exchange must have a workable business plan and sufficient capital on hand to fund the programme for a reasonable length of time.

Another initiative is cooperation with the market-making community in Canada to see how we can incent their participation in our markets to a greater degree than happens currently. This will be with a view to ensuring there is a meaningful, two-sided market for every security listed on the Canadian Securities Exchange. It is a real challenge for junior markets – and this is true around the world – to provide for appropriate levels of liquidity for early stage companies, but we have a dealer community in Canada that is working with us to come up with solutions.

8. How do you continue to define the CSE in 2016? How does it differentiate itself from the other exchanges that small-cap and/or early stage companies might consider when they are thinking about going public?

It may sound like a cliché, but we always bring everything back to our overall mission, and that is to deliver the lowest cost of public capital to entrepreneurs looking to tap the Canadian equity markets. With that very clear mandate in mind we can measure all of the activities we are contemplating and if we are making progress in that direction then we know we are on the right track. We believe that not just given our fee structure but the overall cost structure for companies listing on our exchange, that they are in fact achieving the lowest cost of public capital as things stand currently.

We also need to continue to emphasize that the CSE serves entrepreneurs and that we have built an ecosystem that puts them in the middle. We are an independent exchange guided by the voice of the entrepreneur and that truly sets us apart.

CSE Semi-Annual Review: Full Text of Interview with Richard Carleton

The following is the full text of an interview conducted between CEO of the CSE Richard Carleton and Peter Murray of Kiyoi Communications. For ease of reference, subject headings have been added and can be navigated to using the list of links below.

Content By Topic – Interview with Richard Carleton

Performance in Early 2015

PM: In terms of listing activity, how good a start is the exchange off to in 2015?

RC: We are tracking to plan so far, and we had some aggressive forecasts for the full year on our listing side. We are grateful to be hitting those targets because while there has been some improvement, we know it continues to be a challenging funding environment for junior capital in Canada. We are working with regulators and other groups constantly to ensure we provide an attractive environment that lowers the cost of capital and enables strong management teams to move their companies forward.

Revisions to Plans of Arrangement

PM: In January, the exchange released new guidance regarding plans of arrangement. This is important, as many CSE issuers listed via plans of arrangement and there are surely more intending to go this route. The guidance essentially states that plans of arrangement remain acceptable but in significantly fewer cases than before. Can you discuss with us the motivation behind this change?

RC: We were concerned that as the plan of arrangement emerged as a popular means of taking companies public without having to go through a prospectus process, in a number of cases it was basically being used to create shell companies. They met our listing criteria, but it appeared to us that there was in fact no real business being vended into the company that was created through the plan of arrangement, nor any actual intention for it to be anything other than a shell that would immediately begin looking for a counterpart for a reverse takeover type of transaction. The number being created gave us concern that this was something that really wasn’t in the public interest, and that was what led us to issue the guidance in January. We have also worked very closely with the securities commissions, and particularly those in B.C., Alberta and Ontario, on the concerns we have.

PM: What influence do you think these tighter rules surrounding plans of arrangement will have on the pace of applications to list on the CSE?

RC: People who have businesses that need capital to grow are going to continue to come to us because of our service proposition. Certainly, for companies with genuine business prospects and for entrepreneurs looking to raise money it is going to have little if any influence on those companies. We will continue to see large numbers of these types of companies approach us and apply for listing.

PM: If a company does not qualify for a plan of arrangement then one obvious route to a public listing is to create a prospectus. Can you discuss some of the advantages and disadvantages of using a prospectus to list on the CSE?

RC: There are many benefits to taking this approach to the public capital markets, particularly where a company does not have any track record of disclosure. Here, I am thinking of a brand new start-up that has no history of filings, no history of audited financials, really no history of disclosure on any level. In many respects the prospectus model is probably the best way for such a company to turn to the public markets.

Another advantage is that once you have cleared the approval process with one of the commissions, the listing process with us becomes very simple. Basically, you can take the disclosure materials that were created for the prospectus and convert that into the listing statement, which is the main disclosure document the company relies upon when they list with us. So there is not really any duplication of effort. Much of the same information goes into putting together a prospectus for the commission to approve as goes into a listing statement.

In terms of approaching investors, it can only enhance the confidence an investor would have in a company if the company has been cleared by a securities commission. And another important point, of course, is that a company’s fund raising efforts are no longer limited to accredited investors. With a prospectus, you can market your offering to a much wider range of investors.

The disadvantages are the time and expense associated with putting the document together and getting it approved. Now, the corporate finance groups at the securities commissions in Canada are not as busy as they were when small-caps were in their heyday, and feedback from companies that have been through the prospectus process recently is that it is actually fairly quick. So the time component may not be as much of a concern as it once was. On the cost side, I believe the legal community is exceedingly aware of, and sensitive to, the cost concerns that clients have and it is fair to say that they have been helping to address the situation.

So-called Zombie Companies

PM: More than a few thought leaders in the Canadian financial community have spoken recently about so-called zombie companies — issuers that raise small amounts of capital to continue meeting listing requirements but with virtually no financial capacity to further a business and create value for shareholders. How did this situation come about and are zombie issuers a problem on the CSE?

RC: The problem came about as a result of the last great boom in mining finance. Probably 4 or 5 years ago, as the price of gold approached its all-time high of around $1,900 per ounce, we created hundreds of junior gold exploration companies in Canada. At the same time we had companies created to pursue opportunities in rare earths, base metals – really, across the board in terms of mineral exploration. All told, 800 to 900 companies were created in a relatively short period of time.

All of these companies raised money to go through the first or second phase of an exploration program, and a large percentage of them have spent virtually all of that money. There is a long tradition in Canada that when you have a struggling public company you do everything you can to raise the money to at least pay your lawyers and your auditors, and cover the filing fees. This is done to preserve the potential opportunity for the shareholders, but also to preserve the shell value of the company and in many cases to ensure the company retains title to its mining assets.

At the CSE, one of the reasons we don’t have a lot of those companies is because we missed that boom. As a result, our companies tend to be younger and the ones in the mining space are ones that are actively exploring now. And some of our companies that began in mining exploration have elected to find opportunities outside of the mining space.

But as far as having a large number of issuers who are in a negative working capital position and barely staying afloat, that is not something we see a lot of on the Canadian Securities Exchange.

Connecting Canadian Online Brokerages

PM: In February, TD Direct Investing became the latest discount broker to provide its customers with online access to the CSE trading platform. With the addition of TD Direct, virtually all of the leading discount brokers in Canada now provide seamless online access to trading in CSE shares. Which brokers have yet to provide this service to their customers, and are they close to doing so?

RC: We just added BMO InvestorLine and they were the last major Canadian bank platform to join the CSE community. At this point the only large discount brokerage that does not have connectivity is Disnat (Desjardins Online Brokerage). We are working with Disnat and one of the platform vendors supporting their service to see what we can do to expedite access for Disnat customers. Otherwise, we have all of the independent Canadian discount brokers and all of the major Canadian bank discount brokers connected to our system. For all intents and purposes, there are no impediments for Canadian investors to trade CSE-listed stocks online.

Launching the CSE Composite Index

PM: The CSE introduced its own stock price index toward the end of February: the CSE Composite Index. How many companies are in the index and what are the inclusion criteria? Why did the CSE decide that now was the right time to create its own index?

RC: We have quite a diverse population of issuers and a number of groups had been asking us to put together a capitalization-weighted index, to see what the performance would have looked like over the last few years and to compare performance with other small-cap indices in North America. There have even been suggestions that at some point, as our organization and the companies included in our index mature and grow, the index could serve as the underlying for financial products such as ETFs or structured products.

For a composite index, the general rule of thumb is that you would like to have about 80% of the market capitalization of the exchange represented. As of the most recent rebalancing, our index contains 65 companies that represent close to 80%. We will make sure that index levels and related information are available to investors not just through our website but also through data vendors such as Bloomberg and Thomson Reuters, as well as services such as Google and Yahoo. The index is an excellent measure of the development and growth of a broad cross-section of Canadian small-cap public companies.

Insights from PDAC 2015

PM: The CSE took part in the Prospectors and Developers Association of Canada (PDAC) convention at the beginning of March. Did you come away from this year’s event with any insights useful to issuers and investors?

RC: I was impressed with the amount of positive energy this year. Going into the show I think a lot of people felt the mood was going to be fairly depressed, but it actually was quite the opposite. There was a lot of very positive energy and deals were getting done. We had a tremendous amount of traffic to our booth at the show. I came away with the sense that the Canadian mining community continues to be aware of the short-term challenges, both of low commodities prices and difficulty in raising additional funding to pursue projects. But these are strong and resourceful people we are talking about here, and most are optimists at heart. As a group, they seemed quite upbeat.

Companies Raising Capital

PM: Large-cap stocks continue climbing to new all-time highs, and while things are improving for small caps, it can still be difficult for smaller companies to obtain financing under reasonable terms. That having been said, quite a few companies on the CSE have completed sizeable capital raises over the past 12 months. How are they accessing that capital? Who are the investors?

RC: We don’t necessarily note who the investors are when a company completes its financing, although in working with companies we do become aware as to who some of the large backers are. It is my impression, and I have to say that this is more anecdotal than scientific, that it remains a mix that includes institutional investors who devote a portion of their portfolios to small-cap stocks, accepting higher risk in pursuit of higher returns. These are the ones who do their homework and work with good management teams and tend to support the right stories. We also see lots of high-net-worth investors and sometimes smaller retail investors.

If you had asked me a year ago, the majority of the funding would have been raised with the assistance of the Exempt Market Dealer community. But this year we see more of the capital coming from the traditional dealer community. That is good because they are an important part of the ecosystem for small caps in Canada and the fact that we do seem to be running into these groups from the traditional dealer community more often is a positive indicator.

Companies Choosing to List on the CSE

PM: Some of the new listings on the CSE come from companies listed on a different exchange choosing to move to the CSE. Can you comment on this and do you see it continuing?

RC: I think you can boil it down to superior service and cost-efficiency. And based on some of the conversations we had at the PDAC I would expect to see this continue.

The other area that will increasingly become a focus for us is Canadian domiciled companies that did a public offering over the counter in the United States. Many companies in the life sciences and biotech sectors turned to the United States markets in the belief that there were not enough investors in Canada interested in that space for them to raise money. Well, now that the offering is complete you still wind up with a number of the officers and directors resident in Canada and they may not be satisfied with the levels of liquidity available to them over the counter in the United States. We would like to see some of those issuers join us and improve their secondary market liquidity. The other thing is to become part of a regulated market where there are continuous disclosure requirements and for these companies to build a disclosure record that can lower the cost of capital when they turn to capital markets in the future. We want to see some of the companies come back across the border, if you will.

Exchange Competition in Canada

PM: The exchange space in Canada is as competitive as ever. With high-level changes at the TMX (new CEO and vision) along with the launch of Aequitas NEO Exchange, where does this leave CSE in the competitive landscape?

RC: We are very comfortable with where we sit in the competitive landscape. The drive to deliver the lowest cost of public capital to Canadian reporting issuers is hard coded into the CSE’s DNA, and that advantage will always find an eager audience. Financing business growth via the public markets is one of Canada’s key strengths; the CSE’s growing market share of new listings is indicative of our importance in this space. The exchange will continue its efforts to improve the lot of issuers and dealers who service this market by delivering services designed to improve the liquidity profile of our issuers and address cost issues faced by our dealers.

Aequitas was founded by a number of large dealers and buy side firms to address their particular problems. On the trading side, they are attempting to improve the ability of dealers and institutions to buy and sell large volumes of stock without undue market impact. On the listing side, they’ve clearly set their sights on the TSX’s franchise in exchange traded funds and structured products.

The TMX Group has 4 equities trading facilities, an options and futures market, two clearing and settlement agencies, a transfer agent, an investor relations firm, an energy trading firm, a private company market, and, most recently, a live cattle trading facility. With our complete attention and focus devoted to the early stage community, we are confident that the CSE can continue to deliver a compelling service proposition.

Part 2: The Year in Review and a Look Ahead with CSE CEO Richard Carleton

CSE CEO Richard Carleton
CSE CEO Richard Carleton

In part one of the Q&A session with CSE CEO Richard Carleton, he spoke about some of the milestone achievements of the CSE in 2014.  Part two of this interview (conducted by Peter Murray)looks at the direction the CSE is poised to head towards for 2015.

Part 2: The Right Direction

Question: Are there any personal interactions you had with issuers in 2014 that stand out (i.e. any stories to share)?

Carleton: One of the best parts of my job is meeting with companies at the pre-public stage, and then seeing them again a year or two later in serious growth mode. In particular, it is great to see the number of jobs, many of them highly skilled, that these companies are creating.

I also had the opportunity to travel to Europe with three of our listed companies (four including a conditionally approved company), Pasinex Resources, BioMark Diagnostics, and SecureCom Mobile. We joined a road show organized by Vancouver-based Zimtu Capital, where we met with institutional and individual investors in Frankfurt, Munich, Zurich and Geneva.

It was a very positive experience seeing the interest and support from international investors for early stage Canadian stories. I also had the opportunity to meet with a number of European finance people who are interested in bringing companies to Canada. There is no viable means of access to public capital for companies in Europe. This is a huge advantage for the Canadian economy!

Question: What feedback did the CSE receive from funds and other institutional investors in 2014? Are there plans in 2015 to further enhance the CSE’s presence and relationships with the institutional investment community?

Carleton: People are surprised to learn how many institutions invest in CSE-listed companies. We had a great opportunity to interact with many of these players in 2013 when we joined to successfully resisted attempts by the Canadian regulators to reduce the “Early Warning” requirements for investors from 10% to 5%. Continuing to identify institutions interested in early stage public equity, and educating them about the benefits of the CSE model is a focus this year.

Question: The Canadian Securities Exchange being “The Exchange for Entrepreneurs,” individual investors necessarily play an important role in trading liquidity. What can the Exchange do to attract greater participation by individual investors, or is that more so up to issuers?

Carleton: We can support investment in CSE-listed companies by retail investors in a number of important ways:

  • Ensuring that the platform of choice (most often a discount broker) has access to our quotations, company information and electronic trading access.
  • Making sure that retail investors know that real-time quote information is available on an increasing number of popular web channels (Google Finance being one).
  • Encouraging investors to use our web site (www.thecse.com) to obtain company fundamental information and a link to the issuer’s SEDAR filings. Investors should also take advantage of the monthly updates posted by management of our listed companies, a disclosure feature unique to our market.
  • Continuing to work with various media outlets to improve the coverage of CSE-listed companies.

Question: Are there are any important regulatory trends the Canadian Securities Exchange and/or its issuers should be aware of heading into 2015?

Carleton: We are very concerned that the costs of various well intentioned regulatory initiatives (CRM2 for example) are being unduly borne by the independent dealer community. These dealers have played a very important role in supporting capital formation and trading for early stage companies. These dealers are clearly in distress: a number of well-known names have disappeared in the last year or so. This is not a supportive trend.

We are also concerned about the increasing complexity of Canadian equity market trading structure. Again, the banks and international dealers are able to bear the costs of responding to all of these new trading platforms, order types and modalities.

Dealing with all of this new complexity will be an increasing compliance and cost challenge for many of the independents.

Question: Please comment on financing trends in Canadian securities markets, and as they relate to the Canadian Securities Exchange in particular.

Carleton: As mentioned, 2014 was a record year for financing on the CSE: more than $150 mm was raised by issuers over the course of the year. This represents, however, a small fraction of the money raised on the Canadian public markets.

We continue to hear, from issuers and corporate finance professionals, that raising money for early stage companies across the business spectrum is increasingly difficult. What we hope to see, are more investment success stories that validate the public finance model.

In simple terms, if people see that other people are making money by investing in the space, we will draw more investment dollars in as a consequence.

Question: Aside from Canada, what are the major jurisdictions of importance for the Canadian Securities Exchange and why?

Carleton: We had a material success in the United States in 2014. We were recognized by the operator of the US OTC markets as a “designated exchange” early in the year, meaning that CSE-listed companies could apply to move from the unregulated “Pink Sheets” market, to the regulated QX or QB boards.

Almost 100 of our issuers made the move, meaning that they had a two-sided quote in US dollars on OTCQX, accessible by US residents through their domestic discount broker platforms. Market makers providing the liquidity in the US also participated in the CSE book, causing tighter spreads and greater trading volume. A true win-win for all concerned.

We look forward to replicating this model with exchange operators in the European Union and the United Kingdom in the coming year. In addition, we are expanding our direct sales and marketing efforts into the United States, South America, China and South Asia in the coming year.

Our sense is that we can leverage Canada’s ability to finance early stage companies into a destination for qualified international issuers on the CSE. 2015 promises to be a very exciting year for the exchange.

The Year in Review and a Look Ahead with the CSE CEO Richard Carleton – Part 1

CSE CEO Richard Carleton
CEO of the CSE Richard Carleton

For many at the Canadian Securities Exchange, 2014 was a year to remember with records shattered and the Exchange gaining traction and momentum heading into 2015.

In this exclusive two-part series, CSE Chief Executive Officer Richard Carleton discusses the record breaking year that was for the Exchange and looks ahead at what he believes will be a strong 2015.

Engaging, thought provoking and insightful; this question and answer series with Carleton touches on several leadership aspects of the industry, including strategy, growth, forecasts and analysis; along with the CEO’s perspectives on trends and regulatory issues.

In part one of the series, Carleton reflects on some of the key factors which contributed to a year of great accomplishments at the CSE and he also reveals some of the CSE’s goals for 2015 and why he is predicting strong growth for the first quarter of the New Year. Carleton also shares insight from the marketplace and what is top of mind for issuers.

Be sure to check out part two of the interview where Carleton shares an intimate story about why he loves his job and delves deep into industry related issues; on how the CSE can support investment in CSE-listed companies by retail investors and how the industry is reacting to a surging Exchange.

Part 1: A Good Year and Forward with Confidence

Question: What did the Canadian Securities Exchange accomplish in 2014? Did these accomplishments meet the expectations that the exchange had at the beginning of the year?

Carleton: The goal of the exchange is to reduce the costs of Canadian public capital for growing businesses. As we tell people, we do this in two principal ways: through the provision of a streamlined listings process, and by providing a liquid and efficient secondary market trading services. We received powerful feedback from the industry in 2014 that our message is resonating: new listings, financings and trading all exceeded previous records by significant margins during the year. Approximately half of our new listings came from other exchanges in Canada, suggesting that our service offering is competitive with alternatives for public companies.

Question: What are the Canadian Securities Exchange’s goals for 2015?   What are the plans for achieving them? Is there anything new or different compared to the thinking that prevailed at the beginning of 2014?

Carleton: We put a lot of effort into raising our profile with key segments of the public finance community in Canada and internationally in 2014. We will build on these efforts in the coming year with more resources available for our sales and marketing team. In addition, we will be launching key initiatives on the trading side to improve the liquidity picture for our listed companies: we are launching a formal market making program designed to provide our issuers with a trader responsible for posting a continuous two-sided market, automated execution at the bid/offer for eligible orders and automated odd lot execution; new order routing, compliance and risk management tools to assist dealers in directing trading traffic our way, and an expectation that within a short period of time we will have all of the Canadian discount brokers with electronic access to our markets.

Question: The year 2014 saw record growth in listings. How is the first quarter of 2015 shaping up, and how would you characterize listings expectations for the full year? Does the Canadian Securities Exchange anticipate that certain industry sectors will contribute more or less than they did in 2014?

Carleton: The application pipeline is very strong, so our outlook for early 2015 is strong. Continued finance challenges for early stage companies, in particular, seems to make our operating model more attractive for these issuers. There appears to be no immediate relief on the horizon for these companies, meaning that our cost and time effective listing model will continue to be an important incentive for companies to work with us. As for sectors, as I tell people often, we don’t focus on particular sectors, instead we reflect the choices made by investors in agreeing to finance companies. We didn’t go into 2014, for example, believing that medical marijuana was going to generate a substantial amount of interest; that came about as a result of investors supporting the launch of a great many new companies in the space. I wish I could tell you what the next break out sector will be.

Question: In general, what did issuers tell the Canadian Securities Exchange that it did well in 2014? How did they say they would like to see the exchange improve?

Carleton: Issuers were almost unanimous in crediting our listings team with an excellent service attitude: identified problems were resolved in a timely and constructive manner, with companies able to take advantage of the deep experience represented by our team. On the other side of the coin, issuers were almost unanimous in looking for us to address the remaining access (Canadian and international discount brokers in particular) and visibility (where do I go to find a quote?) issues. We have made great strides on both points, but much work remains to be done.

Stay tuned for part two of this interview to be released soon.

(interviewed conducted with Peter Murray)

CSE Enjoys Record Year in 2014, International Outreach and Trading Initiatives Help Shape Agenda for New Year

The Canadian Securities Exchange (“CSE”) is pleased to announce record results in all key performance categories for the year ended December 31, 2014, reflecting success in achieving the exchange’s goal of reducing the cost of capital for Canadian public companies. For 2015, the CSE expects growth to remain strong as it maintains existing activities and introduces several new initiatives to further strengthen competitiveness.

CSE Enjoys Record Year in 2014 – Key Stats

  • The CSE finished 2014 with a total of 244 listed companies, a 35% increase compared to the previous year;
  • CSE companies conducted 211 financings, raising a total of $155 million, or $76 million more than in 2013;
  • Aggregate trading volume for the year was 2.3 billion shares, up 165%;
  • Aggregate trading value was $498 million, up 315%.

Companies from a wide range of business sectors sought listing status on the CSE in 2014, including pharmaceutical, health care, technology, mining, clean tech, oil and gas and financial services. Approximately half of new listings came in the form of public companies transitioning to the CSE from other exchanges.

The CSE enters 2015 with a strong applications pipeline and a fresh set of objectives to further enhance trading and market access.

Over 100 companies raised capital on the CSE during the year, averaging $1.4 million per issuer. Premier Diagnostic Health Services Inc. (CSE:PDH), Tier One Capital Limited Partnership (CSE:TLP.UN), Pivotal Therapeutics Inc. (CSE:PVO) and Helius Medical Technologies Inc. (CSE:HSM) each raised more than $7 million. Novo Resources Corp. (CSE:NVO) and Supreme Pharmaceuticals Inc. (CSE:SL) were among others that completed significant financings. Supreme was also an exchange volume leader in 2014, alongside other companies in the medical marijuana sector such as Abattis Bioceuticals Corp. (CSE:ATT) and Affinor Growers Inc. (CSE:AFI).

“Technology was a standout on the financing front, with issuers in the sector accounting for around half of all capital raised on the CSE in 2014,” said CSE Chief Executive Officer Richard Carleton. “But fundraising challenges remain and this makes our operating model attractive for companies at the early to mid stages of development. With no immediate relief on the horizon, our low-cost, highly efficient listing model will remain an important incentive for fast growing companies to work with us.”

The CSE enters 2015 with a strong applications pipeline and a fresh set of objectives to further enhance trading and market access. These include a new market making program designed to enhance issuer liquidity; new order routing, compliance and risk management tools to assist dealers; and more resources for the exchange’s marketing team to support existing issuers and attract new ones.

Plans also call for a broader foreign markets strategy, particularly in light of the benefits many issuers realized after the CSE became a designated exchange with the leading operator of over-the-counter markets in the United States early in 2014. Tighter bid/offer spreads and greater trading liquidity resulted for many companies as US investors gained access to CSE stocks through domestic broker platforms newly able to provide quotes denominated in US dollars. The CSE will explore this model with exchanges in the European Union and United Kingdom in the current year.

“We put a lot of effort into raising our profile with key segments of the public finance community in Canada and internationally in 2014,” said Carleton. “Our goal is to build on those achievements throughout the current year, ensuring easier market access to enhance liquidity, reaching out to institutional investors to explain the merits of the CSE and show them examples of highly successful companies on our exchange, and continuing to address the micro and macro needs of our growing issuer base.”

Following the Money: Panel Discussion on Raising Capital in Canada

If there’s one thing common to companies of all sizes and structures, it’s that they all need capital to grow and thrive. The ecosystem of how and where raising capital takes place, however, has recently been undergoing rapid evolution.

Whether or not this ecosystem and its stakeholders are moving in the right direction was the central theme of a panel discussion at the 2014 Canadian Investor Conference entitled: “Financing Methods: Where is the Money?”

Organized by Cambridge House International in Toronto, the panel included distinguished members from across the investment industry landscape and was moderated by BNN anchor and reporter Andrew Bell.

The panelists included the CEO of the CSE, Richard Carleton; President of the TSX Venture Exchange, John McCoach; President, and CEO, OTC Markets Group, Cromwell Coulson; President and CEO of BoardSuite, Oscar Jofre; and Co-Founder and Managing Director of WoodsWater Capital LP, David Franklin.

The discussion was a lively one offering a number of perspectives related to the availability and accessibility of capital for early-stage companies in Canada. Among the topics that the panel covered were why retail investors have been reluctant to participate in resource investment markets, the viability of equity-based crowdfunding and the challenges facing early-stage companies in raising capital.

For ease of reference, the following is a list of topics that Richard Carleton spoke to as part of the panel. To view his sections of the talk, simply click on the urls below:

As was shown in the panel discussion, there are many different options now available to firms interested in raising capital. In spite of their differing positions on which direction or platform would be the most viable, what all the participants agreed upon was the high degree of change the capital raising landscape is experiencing.

From the CSE’s perspective, the positive growth and continued interest by companies to list on the Exchange are an important signal from the market. This interest is a validation that the CSE plays an important role in helping entrepreneurial firms attract and obtain the kinds of capital required to grow their business.

While this panel highlighted the uncertainty as to where the money is, it also hinted that a marketplace that efficiently connects capital to innovators is likely to be the place where that money will be going.

Click below to watch the video of the full panel discussion.