By going public in Canada, companies can achieve substantial valuations and are able to raise funds from a wide variety of institutional and retail investors.
Understanding the listing requirements of each Canadian security exchange can assist you in knowing if your company is ready to go public. In this blog post, we will address the listing requirements for all of Canada’s exchanges which include the TSX, TSX-V, CSE, and the NEO.
The Toronto Stock Exchange (TSX)
The TSX is the largest stock exchange in Canada and is focused on listing growth-oriented companies with strong performance records. In order to list on the TSX, an applicant company must have at least 1 million freely trading public shares generally with an aggregate market value in excess of C$4 million, which are held by at least 300 independent public shareholders, each holding one board lot (100 shares) or more. The TSX has specific listing requirements for 3 categories: Industrial companies, Mining companies and Oil and Gas companies.
For industrial companies, the financial criteria differ for profitable companies, companies forecasting profitability, technology companies and research and development companies.
For mining and oil and gas companies, there are different criteria’s for producing companies and exploration and development companies. International companies currently listed on other exchanges do not have to meet specific TSX listing requirements but must demonstrate that they are able to adhere to public reporting obligations in Canada. In addition, companies organized under the laws of foreign jurisdictions that do not have equivalent shareholder protections to those under Canadian corporate law may be required to amend their constating documents to provide such protections.
The TSX Venture Exchange (TSX-V)
The TSX-V is a public venture capital marketplace for emerging companies. It provides a marketplace where growth companies can raise funds to develop and market their products, services, and properties. The TSX-V has specific listing requirements tailored by specific industry and stage of development in which issuers can be classified into Tier 1 and Tier 2 companies. Tier 1 companies have greater financial resources and are subject to more burdensome minimum listing requirements than companies in tier 2, but benefit from reduced compliance obligations once listed. Tier 2 issuers include early-stage companies in all industry sectors, any of which can reach tier 1 status upon meeting the tier 1 minimum listing requirements. A tier 1 company must have at least one million freely trading public shares held by at least 250 public shareholders, each holding at least one board lot and in aggregate holding at least 20% of the issued and outstanding shares. Tier 2 companies must have a public float of 500,000 freely trading public shares held by at least 200 independent public shareholders, each holding at least one board lot and in aggregate holding at least 20% of the issued and outstanding shares. Minimum quantitative requirements such as net tangible assets, working capital and financial resources are based on tier and industry sector. Your underwriters will assist you in meeting the distribution requirements and is important that the underwriters selected have retail distribution capabilities.
International companies already listed on other exchanges do not have to meet specific TSX-V listing requirements but must demonstrate that they are able to satisfy public reporting obligations in Canada. However, the TSX-V may impose the following additional requirements for a foreign company seeking listing in Canada:
Articles of incorporation of the issuer must be reviewed and amended allowing for consistency within Canadian corporate law standards.
The issuer must be sponsored by an existing member of the TSX-V or an organization who is not a member but has access to the trading privileges of the TSX and agrees to the TSX-V requirements relating to sponsorship.
The issuer must become a reporting issuer by making its public offering in at least Alberta, British Columbia, and in Ontario if it has significant connections with the province.
The issuer must maintain an office in Canada.
Some of the directors of the issuer must have North American reporting issuer experience.
The Canadian Securities Exchange (CSE)
The CSE, formerly the Canadian National Stock Exchange, is an alternative for small-cap and emerging growth companies. This exchange offers simplified reporting requirements, a basic regulatory model with no transactional reviews, approval of fees and reduced barriers to listing, and no mandatory sponsorship requirements. The CSE has specific listing requirements for Industrial companies, Mining companies and Real Estate/Investment companies. International companies already listed on other exchanges do not have to meet specific CSE listing requirements but must demonstrate that they are able to satisfy public reporting obligations in Canada. Ultimately, the CSE structure is designed to allow entrepreneurs to spend less time managing their listing and more time on growing their company’s value for shareholders.
If your company is ready to list on the CSE or needs more information in regard to making the best decision for you, we invite you to reach out to our team of experts who will be more than happy to answer any questions.
The NEO Exchange
The NEO Exchange is a recognized Canadian exchange for senior public companies and investment products and is a new equities market majority-owned by large institutional investors. In addition to listing its own securities, the NEO trades all TSX, TSX-V and CSE securities and is accessible to investors via every major online trading platforms. International companies already listed on foreign exchanges can rely on foreign disclosure documents in certain circumstances.
If your company is ready to list on any of the exchanges mentioned above or needs additional information in order to make the best decision for you, try reaching out to our expert team who will be more than happy to answer any questions that arise.