All posts by Richard Carleton

CSE Performance

The “Senior” Exchange and Other Capital Market Myths

These are tough times for many publicly traded companies. Valuations have declined alongside rising interest rates, and capital is incredibly difficult to come by across many sectors.

In a challenging market like this, some boards and management teams are trying almost anything to give their valuation, trading liquidity, and capital-raising opportunities a boost, however small. Not surprisingly, one of these moves is an old standby: switching stock exchanges.

We get it. Company leaders are right to ask for better value from their stock exchange — something we at the CSE, via our innovative thinking and superior customer service, are proud to say we bring to the table. 

What is troubling, however, is when fiction overtakes fact. When market participants base their listing decisions on storytelling that is full of inaccuracies about how markets work in general, and about the CSE in particular, it not only sows confusion among investors and public companies alike, but it robs market participants of the true nature of the choices available to them. And it is obviously antithetical to fair and efficient market function.

Unfortunately, we have seen a few of these inaccuracies in the public sphere recently. So, I would like to take the time to correct a couple of myths about Canadian stock exchanges and lay out some clear truths about the CSE.

There is no such thing as a “senior” or “tier one” exchange

There are stock exchanges of various sizes in Canada. But the idea that certain exchanges are “senior” or “tier one” just isn’t so. The truth is that every stock exchange in Canada is regulated on the same basis. 

All trading activity on each stock exchange is overseen by the Canadian Investment Regulatory Organization, which also administers the “timely disclosure” responsibilities of every public issuer. We are all in the same boat and must play by the same rules. 

Referring to a stock exchange as “senior” is a misleading marketing tactic that confuses market participants about the structure and function of stock markets. It is a naked attempt to establish superiority over other exchanges that do not, in fact, exist. 

The CSE is a stock exchange. Period. What differentiates exchanges are the issuers that they list. And contrary to what may be said about the CSE, we can list all issuers.

Anyone can invest in CSE securities

From the largest investment fund to the tiniest retail investor, everyone is eligible to invest in CSE issuers. To suggest otherwise is a myth.

Now here is where securities laws make investment more complex: Every Canadian issuer is classified as either “Venture” or “Non-Venture.” “Venture” issuers are typically smaller and less liquid, and certain institutional investors have mandates that prevent them from buying these securities. That is entirely understandable. 

“Non-Venture” issuers are larger companies and face more demanding corporate governance requirements, including larger boards of directors and tighter reporting deadlines. The advantage of this designation is that they are eligible for inclusion in many more institutional funds.

The CSE offers issuers the opportunity to choose a “Venture” or a “Non-Venture” path. In fact, the CSE is uniquely positioned in the Canadian capital markets as the only exchange with regulatory approval to list both “Venture” and “Non-Venture” issuers.

CSE issuers are also eligible for membership in index funds offered by leading international providers. One notable exception is the S&P/TSX indices, which limit inclusion to companies trading on the TSX. But nothing prevents any index provider from including CSE securities if they meet the eligibility criteria for a particular index. 

Market integrity rests on clarity

The Canadian stock exchange business is ultra-competitive at the best of times and even more so in the current market conditions. This competition provides opportunities for Canadian companies to access the capital that they need. But competition cannot and should not confuse or undermine fair and efficient markets. It is important that market participants have a complete understanding of what each exchange offers to ensure that issuers select the exchange that best meets their needs.

The CSE is proud to offer issuers a client-focused, low-fee, and innovative model that has driven our success over the nearly two decades of the Exchange’s existence. It has enabled us to grow from a startup with three listings in our first year to more than 800 listings today. 

I will not call the CSE a “tier one” exchange because, again, there is no such thing. However, I firmly believe it is the leading Canadian exchange for entrepreneurs. By providing access to the Canadian public markets with exceptional service, support, and continuous improvement, we are leading the way in creating a vibrant and innovative marketplace.

CSE Performance, Industry Insights

Promoting a Level Playing Field for All Publicly Traded Companies in Canada

By Richard Carleton, CEO of the Canadian Securities Exchange

One of the very best aspects of the Canadian capital markets is our ability to provide funding to early-stage companies. With a successful history of financing mining and oil and gas exploration, the industry has applied its skills in more recent years to support innovation in a broad range of sectors such as technology and life sciences. This has resulted in notable recent success for companies in the legal cannabis sector. 

Canada is a world leader in the provision of capital to companies from around the world in these fast-growing new industries. Recent investment themes include the development of medical applications for the treatment of mental health issues with psychedelic compounds, and backing for the rise of cryptocurrencies and supporting technologies that are driving efficiencies in the payments sphere and the provision of financial services.  

As with any industry, competition in the provision of stock exchange services in Canada have benefited issuer companies and investors alike. 

The Canadian Securities Exchange (CSE) launched 18 years ago with a mission to provide public issuers with a streamlined, lower-cost alternative to the Toronto Stock Exchange and TSX Venture Exchange. We succeeded. The CSE is now home to more than 700 active listings and has attracted more global issuers of greater size and maturity over the last few years than at any other point in its history. 

Greater competition, including other new exchanges launched after the CSE, has clearly benefited Canada’s investment community, as well as the companies and investors that it serves.

That said, we can and should be doing a much better job of enabling competition in the provision of exchange services to companies, brokers, and investors. Here are a few examples of the challenges faced by new entrants, and some potential solutions. 

Market Data

In the United States, an industry consortium collects and processes real-time market information from the stock exchanges and then provides access to the data for all the securities listed on each exchange (Nasdaq, NYSE and NYSE American) for a single fee. In other words, regardless of where a particular security trades, and at last count there were 16 venues, an interested investor can “see” every trade and current quotation. 

This is not the case in Canada. In an environment where almost half of the trading in TSX and TSX Venture Exchange stocks occurs on different marketplaces, investors are forced to deal with the venues individually to see the full picture. Many people, who either don’t understand our convoluted market structure, or do not want to pay these separate fees, opt to take the data from the incumbent exchange only. This leads to a series of issues:  

  • When trading is disrupted for any reason on the TMX Group exchanges, Canadian liquidity dries up precipitously. In the United States, when the major exchanges have technical issues, the other markets pick up the slack without missing a beat. Canadian markets are not nearly as resilient as they could be.
  • With large segments of the industry not having access to meaningful market data, and this group includes the professional retail advisors at the national investment dealers, the lack of transparency does little to enhance confidence in the functioning of Canada’s stock markets. People naturally assume that if they can’t see trading activity, that something unwholesome is going on. This lack of transparency breeds a lack of confidence in the operation of the markets.               

Index Membership

I again refer to the experience of exchange competition in the United States. The tech giants we now know so well were essentially forced to go public on Nasdaq, because NYSE’s listings qualification rules during the 1970s and 80s required a company to have significant tangible assets. In other words, the exchange didn’t give credit to the important intellectual property assets held by the rising technology sector. 

This subtle form of discrimination extended to membership in the benchmark US indices such as the S&P 500 and the Dow Jones Industrial Average: companies were required to be listed on the NYSE to be eligible for inclusion in these indices. It took many years of pressure from users of the indices to spur the index providers into changing their criteria. 

We find ourselves in the same situation in Canada years later. The S&P/TSX indices, with hundreds of billions of investment dollars measured against these benchmarks, require a listing on one of the TMX Group exchanges for a company to be eligible for inclusion. 

This has distorted the market in a variety of ways: companies that have grown to a size warranting consideration for inclusion in one of the S&P/TSX indices have left, unwillingly, a competitor exchange to move to the Toronto Stock Exchange. Make no mistake, the possibility of index membership is attractive to prospective listed companies. 

Eliminating the requirement that a company be listed on a TMX Group exchange in order to be included in one of Canada’s benchmark indices will enhance competition in our space.        

The Peculiar Meaning of “Venture Issuer”

This issue is perhaps the most subtle, yet wide ranging barrier to better competition in the stock exchange industry. Let me start with a bit of background. To promote a framework where it is cost effective for small companies to go public, regulators have created two sets of requirements for public companies: those set out in the provincial securities acts with rules for governance and reporting for larger, more mature companies, and a less prescriptive set of rules designed for so-called “Venture Issuers.” 

Unfortunately, instead of identifying which public companies are “Venture Issuers” based on objective measures like market capitalization, revenues, assets or other objective measures, the framework instead defines them as issuers listed on the TSX Venture Exchange and the Canadian Securities Exchange. 

This system worked reasonably well during the early stages of exchange competition in Canada. When smaller public companies reached a certain level of success on the TSX-V or CSE, they would typically move their listing to the TSX or a US exchange. At that point, they would shed the “Venture” label and be re-classified as “Issuers” for the purposes of their disclosure and governance rules. 

This labelling is extremely important because “Issuers” and “Venture Issuers” are not treated equally in the investment ecosystem:

  • CSE-listed “Venture Issuers” are not eligible for margin relief under the rules of the Investment Industry Regulatory Organization of Canada. This means that CSE-listed companies are not permissible in client margin accounts; securities of these issuers in dealer inventory are carried at full value against the firm’s regulatory capital. This measure increases the cost of financing for these issuers and can keep some dealers out of the space altogether.
  • Investment mandates from institutional investors may not permit these asset managers to purchase the securities of “Venture Issuers,” narrowing the range of capital available for promising early-stage companies and even some larger issuers listed on the “wrong” exchange.
  • Some international index providers will not consider “Venture Issuers” for inclusion in their indices, denying companies exposure to investors and frustrating a company’s attempts to increase the range of investors in their company’s securities.

Thanks to the CSE’s recent success in attracting and retaining larger issuers, particularly in the global cannabis sector, the “normal” evolution of successful companies jumping from the CSE to the TSX has broken down. The CSE is now established as a credible home for larger, more advanced companies, which are using their CSE listings to raise serious amounts of money. The total capital raised by CSE issuers last year exceeded $6 billion, compared to about $0.5 billion in 2016. Last year’s total has already been exceeded this year. Liquidity measures also show the CSE in a superior light to the TSX-V and NEO exchanges and have exceeded the measures produced by the TSX itself for significant periods of time over the last few years.

While we are delighted that larger issuers are choosing to make the CSE their home over the longer term, the “Venture Issuer” status has become a real problem. These larger CSE-listed companies, some of which have market capitalizations in the billions of dollars, are at a significant disadvantage to comparable companies on rival exchanges that are eligible for margin relief and the other benefits I outlined above.

We could wait for the various regulators to address the competitive imbalance, but true to our nature as disruptors in the marketplace, we are tackling these problems head on. 

We are in the long process of rewriting our listing policies to create two tracks for companies listed on the CSE: one for “Venture Issuers” and another for more mature companies. Under the new rules most companies will remain “Venture Issuers.” The larger and more advanced companies will, however, get reclassified, allowing them to (hopefully) enjoy the same benefits as “Issuers” on the TSX. Accordingly, they will be formally subject to a more prescriptive corporate governance regime that mirrors the policies set out for existing “Issuers” under securities law and related exchange rules.

We have worked hard with regulators to formulate this revision of our listing policies and have published the proposed changes for public comment here: https://thecse.com/en/about/publications/notices/notice-2021-005-request-for-comments-proposed-policy-amendments 

The entire investment community should support our proposal. It is simply a matter of fairness and common sense. By addressing regulations that should have been dealt with years ago, we can enhance the competitive landscape for issuers and investors in Canada and ensure a strong and vibrant capital formation ecosystem well into the future.

Industry Insights

Transformation of CSE’s Trading Services – CSE Response to Dealer Challenges

Richard Carleton, CEO

The Canadian Securities Exchange (“CSE”) is transforming its trading services.  First, with the implementation of a new trading technology platform completed in December last year, the CSE has addressed previously noted latency and performance issues.  The new system has exceeded CSE’s expectations for the project and has been favourably received by clients.  Second, the CSE is introducing new trading features and functionality designed to address issues facing the dealer community in Canada.

Challenges faced by participant dealers

In our view, the biggest challenge facing participant dealers is cost effective execution of agency orders.

The advent of multiple market trading and the rise of the “maker/taker” pricing model have attracted numerous liquidity providers to the Canadian markets.  With liquidity incentives that were several times more generous (on a value traded basis) than US market centres, competing trading firms (often supported with sophisticated computer technology) reduced quoted spreads for actively traded instruments to the minimum increment.

Although the narrower spreads served to benefit clients trading in high turnover stocks, the cost to access the liquidity for their executing firms began to approach prohibitive levels.  These costs include, but are not limited to, exorbitant take fees, multiple ticket charges resulting from smaller average execution size, implementation and maintenance costs for order routers (for compliance and best execution purposes), access fees and market data charges for a burgeoning number of new venues, gaming strategies employed by the liquidity providers, a rising percentage of odd lot orders, and significantly increased compliance risk.  All of these factors have combined to increase dramatically the costs of execution for agency dealers.

CSE addressing the challenges

The CSE has introduced a series of measures designed to address the aforementioned challenges and is adding further functionality and features:

  • a market making programme for all stocks trading on the CSE (CSE, TSX and TSX-V-listed) was introduced in November, 2014. The key feature of the programme is that it provides automated execution for eligible agency orders up to the “guaranteed minimum fill” commitment from the market maker.  We currently have a number of firms providing odd lot and full market making services for both CSE and other market listed stocks.
  • The CSE filed for an enhancement to the GMF programme on February 17, 2017. The proposal, which may be published in the OSC Bulletin for public comment as early as March 2, is intended to increase the opportunity for GMF-eligible orders to be automatically executed at the prevailing national best bid or offer in a single trade ticket.
  • The CSE is also revising its fee schedule. The changes are intended to reduce overall execution costs for agency dealers.
  • The CSE received approval from the Ontario Securities Commission for the introduction of two new features on February 16, 2017. A copy of the OSC notice may be found at:  http://osc.gov.on.ca/en/Marketplaces_cnsx_20170216_market-maker.htm . The first component of the filing, the introduction of standard peg order types, did not attract any comments.  The second component of the filing, the introduction of market maker participation, was somewhat more controversial.  We will spend some time describing how we believe the feature should be eventually implemented, and how it is currently approved.

It is an unfortunate fact of the public comment process in Canada that the conversation with respect to securities regulation, at least from a practitioner viewpoint, is dominated by the institutional trading desks.

In the United States, there are a number of powerful and independent advocates for the interests of retail oriented investors: large mutual fund firms, independent discount brokers and regional brokers servicing a retail investor population.  All intervene on behalf of the interests of their clients.  These entities either do not exist in Canada (the independent discount brokers are all relatively small compared to their bank-owned competitors), or have elected for one reason or another not to take an active role in the policy formation processes.  Consequently, it has been a challenge for the CSE to rally broader public support for enhancements to its offerings for agency clients.

It is also a difficult process to appropriately balance, in a way that satisfies all of the stakeholders in the market, the privileges afforded a market maker with the obligations that they are providing to the marketplace. In our experience, any offering from a marketplace that increases the likelihood of execution of an agency order against the market maker’s book, is more likely than not to be opposed by parties looking to increase their ability to trade against these orders in the open market.

Under the CSE’s original proposal, market makers would have been entitled to participate against up to 40% of the volume of eligible marketable orders.  The current guaranteed fill requirements would remain in effect, such that if the booked volume at the bid or the offer was insufficient to satisfy an in-bound order, there is no elective participation. The market maker is obligated to fill the remaining volume. This restriction to trading with only eligible orders was the most problematic for commenters and the regulators.  Since the market maker was not “obligated” to participate with “all order flow”, the feature was characterized as a “benefit” to the market maker.  The fact that the feature would result in reduced costs and superior execution quality for agency clients and their executing dealer, was not, in our opinion, given sufficient consideration.  As a result, the CSE’s original proposal would not have been approved.

In order to avoid undue delays in delivering the other features that have already been approved, the CSE has determined to deliver a modified version of the participation programme. As set out in the OSC Notice, the CSE participation programme will now allow the market maker to interact with all orders less than the GMF and would limit market maker participation to a maximum of 40% of the GMF commitment.  These features are consistent with market maker participation available on other exchanges in Canada.

Although this is an imperfect result, we will be working to overcome the objections of a subset of the trading community as well as engaging with OSC Staff in the coming weeks.  Our objective is to provide Canadian dealers with a cost effective means of executing large volumes of client orders, while providing appropriate guarantees of both best price and best execution for their clients.  These goals are clearly in the best interest of the public and the market as a whole.

Respectfully,

Richard Carleton

Chief Executive Officer

Rebranding

Welcome to the Canadian Securities Exchange!

Welcome to the new blog  for the Canadian Securities Exchange, The Exchange for Entrepreneurs.

Operated by CNSX Markets Inc., a recognized stock exchange, the Canadian Securities Exchange (or “the CSE” for short) encompasses the activities formerly carried on by the Canadian National Stock Exchange and Pure Trading.

we will continue to focus on lowering the cost of public capital for entrepreneurs in Canada.

As our team travels around North America talking to members of the investment and issuer communities, we hear two consistent areas of concern:  markets have become too fragmented and complex; and the costs of doing business as traders, corporate finance professionals, advisors and issuers in the public markets are becoming prohibitive.  As an exchange operator we are doing our part to address both concerns:

  • In the last few weeks we consolidated the two trading systems (CNSX and Pure Trading) we have operated over the last several years.  Eliminating one of the systems, and related order entry and market data gateways, reduced network and access costs for our dealer and vendor partners.  At the same time we have combined our market data services, meaning that end users receive data for CSE-listed stocks and other Canadian exchange listed stocks on a single service.  Costs for end users who took both of our services previously, have seen their market data costs drop as a result.
  • At the same time, we will continue to focus on lowering the cost of public capital for entrepreneurs in Canada.  Our listing model focuses on enhanced disclosure from the issuers to address regulatory risks and leaves it to the market to analyze and value business risks inherent in a security. The Canadian Securities Exchange is, as a result, able to offer companies a faster and lower cost avenue to public capital than available alternatives.

Already known in the industry for our customer focus and service, we have a number of exciting initiatives scheduled for the coming months designed to address the cost and complexity challenges faced by all of our customers:

  • New trade execution pricing designed to promote liquidity while addressing the cost challenges faced by agency brokers;
  • Creation of a market making programme for CSE-listed stocks to promote tighter spreads and deeper books.  As a component of the programme, a series of tools will be provided for market makers;
  • Delivery of next generation order routing and risk management tools designed to assist dealers in meeting their best ex and best price obligations, while preserving their ability to service direct access customers;
  • Addition of new resources to support our issuers in their efforts to be better heard in the investment community.

CSE CEO Richard Carleton
CSE CEO Richard Carleton

We look forward to meeting with many of you in the coming months as we schedule events across Canada to introduce our new brand and vision to the investment community.

– Richard Carleton, CEO