North American Exchanges
A brief outline to getting started
Agenda

Exchange History/Securities Traded
NYSE
 NASDAQ
 TSX
 TSX-V


Listing Requirements
NYSE
 NASDAQ
 TSX
 TSX-V


Cross Listing
Exchange Overview

United States Exchanges
1.
2.
3.

AMEX
NYSE
NASDAQ

BULLETIN BOARD

PINK SHEETS
Canadian Exchanges
1.
TSX
2.
TSX-V
American Stock Exchange
 History:
 Began
in 1800s
 Streets
 1921
of New York
moved indoors to Trinity Place
 Merged
with NASDAQ in 1998
American Stock Exchange
 3rd
largest exchange in North America
 Auction
 Caters
 Owned
Market
to smaller companies
by NASD
American Stock Exchange
 Common
 Exchange
and Preferred stock
Traded Funds ( over 200 )
 Options

One of the largest options exchanges in the world

Options are traded on Common stock, ETF’s, ADR’s,
HOLDR’s, LEAP’s, FLEX’s
New York Stock Exchange
 Began
in 1972
 Focused
on Government Securities in
early years
 Dow
1896
Jones began following NYSE in
New York Stock Exchange
 Top
Companies:
 Walt
Disney
 Wal Mart
 Ford
 3M
 Proctor & Gamble
NASDAQ
 Began
in 1971 as the 1st electronic
exchange in the world
 Increase
 Dealers
trading of OTC stock
market
NASDAQ
 Top
Companies:
 APPLE
 Microsoft
 Intel
 Google
 Sun
Microsystems
OTC Bulletin Board/Pink Sheets
 Began
in June 1990 on a pilot basis
 Approved
 Provide
for permanent status in 1997
Transparency in OTC markets
OTC Bulletin Board/Pink Sheets
 Securities
include:
 National,
regional and foreign equity issues
 Warrants
 Units
 American
 Direct
Depositary Receipts (ADRs)
Participation Programs (DPPs)
Toronto Stock Exchange
 Began
in 1852
 Largest
stock exchange in Canada, 7th
largest in the world
 Lists
4,000 securities, averaging 250
million shares traded per day.
Toronto Stock Exchange
 Owned
and run by TSX Group
 Trades
senior securities with strong
historical performance
 Became
“for profit” company in 2000
Toronto Stock Exchange
 Top
Companies:
 Suncor
 EnCana
 Shell
 TD
Canada
Bank
 RBC
TSX Venture Exchange
 Began
as Canadian Venture Exchange
(CDNX)
 Acquired
 For
by TSX group in 2001
companies who do not meet listing
requirements of TSX
New York Stock Exchange
 Listing
Requirements
 US
Companies
 Non-US Companies
 Associated
Fees
 Continued
Listing Requirements
New York Stock Exchange
Listing Requirements

Meet certain qualifications
1.
2.
3.
National interest
Stability in industry
Engaged in expanding industry

Keep public informed

Must be a going concern
New York Stock Exchange
Listing Requirements – US Companies
Companies listing in connection with an IPO,
Affiliated Companies, and
Companies listing following emergence from bankruptcy:
Number of holders of 100 shares of more or of a unit of trading if less
than 100 shares
and
400
Number of publicly held shares
1,100,000
New York Stock Exchange
Listing Requirements – US Companies
Companies listing in connection with a transfer or quotation:
Number of holders of 100 shares of more or of a unit of trading
if less than 100 shares
or
400
Total stockholders, together with
Average monthly trading volume
or
2,200
100,000 shares
Total stockholders, together with
Average monthly trading volume
and
500
1,000,000 shares
Number of publicly held shares
1,100,000
New York Stock Exchange
Listing Requirements – Non-US Companies
A company must meet the following distribution and size
requirements:
Number of shareholder, holders of 100 or more shares
5,000 Worldwide
Number of shares publicly held
2.5 million Worldwide
Market value of publicly-held shares
Or for the companies listing under the
Affiliated Company standard
$100 million Worldwide
$60 million Worldwide
New York Stock Exchange
Associated Fees
Listing Fees
Calculating Listing Fees


US Issuers
Foreign Private Issuers
Annual fees


US Issuers
Foreign Private Issuers
Maximum Payable Annual Fees
New York Stock Exchange
Continued Listing Requirements
For companies that listed under the Earnings standard:
Average global market capitalization over a consecutive 30
trading-day period is less than:
and
$75 million
Total stockholders equity is less than:
or
$75 million
Average global market capitalization over a consecutive 30
trading-day period is less than:
$25 million
New York Stock Exchange
Continued Listing Requirements
For companies that listed under the Pure Valuation with Cash
Flow standard:
Average global market capitalization over a consecutive 30
trading-day period is less than:
and
$250 million
Total revenues for the most recent 12 months:
or
$20 million
Average global market capitalization over a consecutive 30
trading-day period is less than:
$75 million
New York Stock Exchange
Continued Listing Requirements
For companies that listed under the Pure Valuation standard:
Average global market capitalization over a consecutive 30
trading-day period is less than:
and
$375 million
Total revenues for the most recent fiscal year are less than:
or
$15 million
Average global market capitalization over a consecutive 30
trading-day period is less than:
$100 million
NASDAQ
Listing Requirements
 Global
Select Market
 Global Market
 Capital Market
Associated Fees
 Entry
Fees
 Annual Fees
Continued Listing Requirements
NASDAQ
Listing Requirements
Requirements
Standard 1
Standard 2
Standard 3
Net Tangible Assets
$6 million
$18 million
N/A
N/A
N/A
$75 million
Market Capitalization
Total Assets
Total Revenue
or
$75 million
or
$75 million
Pretax Income
(latest fiscal yr or 2 of
last 3 fiscal yrs)
$1 million
N/A
N/A
Public Float (shares)
1.1 million
1.1 million
1.1 million
N/A
2 years
N/A
$8 million
$18 million
$20 million
$5.00
$5.00
$5.00
400
400
400
3
3
4
Yes
Yes
yes
Operating History
Market Value of Shares
Minimum Bid Price
Round Lot Shareholders
Market Makers
Corporate Governance
NASDAQ
Associated Fees – NASDAQ Global Select & Global Market
 Entry
fees
Shares
Entry Fees
Up to 30 million
$100,000
30+ to 50 million
$125,000
Over 50 million
$150,000
 Annual
fees
Total Shares Outstanding
Annual Fees
Annual Fees for ADRs
Up to 10 million
$30,000
$21,225
10+ to 25 million
$35,000
$26,500
25+ to 50 million
$37,500
$29,820
50+ to 75 million
$45,000
$30,000
75+ to 100 million
$65,500
$30,000
100+ to 150 million
$85,000
$30,000
Over 150 million
$95,000
$30,000
NASDAQ
Associated Fees – NASDAQ Capital Market
 Entry
fees
Shares
Entry Fees
Up to 15 million
$50,000
Over 15 million
$75,000
 Annual
fees
Total Shares Outstanding
Annual Fees
Annual Fees for ADRs
Up to 10 million
$27,500
$17,500
Over 10 million
$27,500
$21,000
NASDAQ
Continued Listing Requirements
Requirements
Standard 1
Standard 2
Net Tangible Assets
$4 million
N/A
N/A
$50 million
Market Capitalization
Total Assets
Total Revenue
Pretax Income
(latest fiscal yr or 2 of last 3
fiscal yrs)
Public Float (shares)
Operating History
Market Value of Shares
Minimum Bid Price
Round Lot Shareholders
Market Makers
Corporate Governance
or
$50 million
or
$50 million
$1 million
N/A
750,000
1.1 million
N/A
N/A
$5 million
$18 million
$1.00
$5.00
400
400
2
4
Yes
Yes
Toronto Stock Exchange
Listing Requirements
 Who
Should List?
 Financial Requirements
 Foreign Companies
Associated Fees
Toronto Stock Exchange
Listing Requirements
Who Should List?
Well
Managed
Growth Oriented
Strong Track Record
Publicly Distributed
Toronto Stock Exchange
Listing Requirements
Financial Requirements
Canadian Companies
Minimum number of shareholders
300
Number of publicly traded shares at the time of issue
1,000,000
Minimum value of these 1,000,000 shares
$4,000,000
Net Tangible Assets
$2,000,000
Earnings from ongoing operations
$300,000
Cash Flow preceding listing
$700,000
Cash Flow in year following listing
$500,000
Toronto Stock Exchange
Listing Requirements
Financial Requirements
Foreign Companies
Minimum number of shareholders
3,000
Number of publicly traded shares at the time of issue
1,000,000
Minimum value of these shares
$10,000,000
Net Tangible Assets
$10,000,000
Earnings from ongoing operations
$2,000,000

Additional Requirements
Toronto Stock Exchange
Associated Fees
Associated Fees
 Listing
Fees Range from $15,000 $150,000
 Annual Fees
 TSX
Group, Investment Dealers, Provincial
Securities Commissions, etc…
TSX Venture Exchange
Listing Requirements
Who Should List?
Tier 1

 Financial
Tier
Requirements
2
 Financial
Requirements
Associated Fees
TSX Venture Exchange
Listing Requirements
Who Should List?

Tier 1
 Reserved
for ‘Premier’ junior companies
 Emerging Companies
 Goals toward senior status
 Tier
2
 Early
Stage junior companies
 Seeking access to public venture capital
TSX Venture Exchange
Listing Requirements – Tier 1
Tier 1 – Financial Requirements
Minimum number of shareholders
300
Number of publicly traded shares
1,000,000
Minimum Value of these shares
$1,000,000
Minimum portion of issued securities held by public
20%
Net Tangible Assets (Dependant upon industry)
$1,000,000 $5,000,000
Earnings from operations (Dependant upon industry)
$100,000 $300,000
TSX Venture Exchange
Listing Requirements – Tier 2
Tier 2 – Financial Requirements
Minimum number of shareholders
300
Number of publicly traded shares
500,000
Minimum Value of these shares
$500,000
Minimum portion of issued securities held by public
20%
Net Tangible Assets (Dependant upon industry)
$500,000 $2,000,000
Earnings from operations (Dependant upon industry)
$50,000 $250,000
TSX Venture Exchange
Associated Fees
Associated Fees
 Listing
Fees Range from $5,000 - $30,000
 Annual Fees
 Additional Fees
 Upgrade
from tier 2 to tier 1
What is Cross-listing
Cross listing refers to shares that are
officially listed on more than one
exchange.
They are traded freely away from their
domestic centre.
Advantages of Cross-listing
Reduction in the firm’s risk
 Lower
cost of equity
 Higher returns
Increased Liquidity
 Increased
Visibility
 Greater Analyst Coverage
 Better investment recognition
Increase potential shareholders
 Increases
US holdings of stock
Disadvantages of Cross-listing
Non-Canadian Firms
Major costs


Registration
Compliance
Change Accounting Practices

Must meet GAAP
Submit Periodic Filings

Disclose all information
Disadvantages of Cross-listing
Canadian Firms
No real disadvantages for Canadian firms
 Minimal
Reporting to SEC needed
 Multi-Jurisdictional Disclosure System
(MJDS)
Solutions for Canadian and Foreign firms
Canadian Firms
 Should
Utilize Cross-listing
 Many Advantages
 Few Disadvantages
Foreign Firms
 Do
not Cross-list
 Use ADR’s instead
 Do
not have to follow any rules
 Bank takes on all responsibility
Where to Cross-list
 New
York
 Largest
Market (capitalization)
 Lowest Transaction Costs
 Most # ADR’s
 Lowest # Cross Listed
 London
 Easy
and Low cost to list
 Low reporting requirements
 Tokyo
 High
Commissions
 Low Volume (not very Liquid)
Thank You
Any Questions?