Revitalizing Tsx Venture Exchange Canada's Public
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REVITALIZING TSX VENTURE EXCHANGE CANADA’S PUBLIC VENTURE MARKET MARCH 2016 PROGRESS REPORT REVITALIZING TSX VENTURE EXCHANGE CANADA’S PUBLIC VENTURE MARKET PROGRESS REPORT In December 2015, TSX Venture Exchange (TSXV) announced plans to revitalize Canada’s public venture market through a series of targeted initiatives. We are squarely focused on making a positive and tangible impact for the benefit of all market participants. OUR COMMITMENT: • We will reduce our clients’ administrative and compliance costs, in a meaningful way, without compromising investor confidence. • We will expand the base of investors financing companies and generally enhance liquidity. • We will diversify and grow the stock list to increase the attractiveness of the marketplace overall. We can only achieve this by engaging with our clients and other key market participants. As such, this report is intended to demonstrate progress and share information, and also to help spur additional momentum. TSXV welcomes and encourages support and contributions from Canada’s entire public venture community. TABLE OF CONTENTS COMMUNITY ENGAGEMENT 3 TOWN HALL POLL RESULTS 3 KEY INITIATIVES UPDATE 6 MOVING FORWARD 9 APPENDIX 10 CONTINUE THE CONVERSATION 12 2 COMMUNITY ENGAGEMENT In an important effort to build productive dialogue within the community, TSXV hosted a series of town hall meetings at the outset of 2016. We have been speaking to clients across this great country – literally from coast to coast. Meetings were held in Calgary and Montreal, followed by Ottawa, Quebec City, Toronto, Vancouver, Halifax, Kelowna, Winnipeg, Regina, Saskatoon and Mississauga. We will continue to engage with the community, including through upcoming meetings with clients in Kitchener, Edmonton, Victoria and Saint John’s. The meetings were an opportunity for the Exchange to provide an overview of key initiatives, answer questions, and – most importantly – to solicit feedback and additional recommendations from attendees. Attendance levels at the town halls were high, with over 1,000 participants. We also had high levels of participation in live polling at the larger town halls. During the discussion, several questions were posed to understand who was represented in the audience and their perspective on certain aspects of the revitalization effort. The responses to the poll questions have been included in this report. In addition to the feedback we received during the town hall events, we have communicated directly with hundreds of clients and key stakeholders since publishing our white paper on December 17, 2015. The information shared by the Exchange was well received by the vast majority of stakeholders and much of the dialogue was constructive. Some people were less supportive and that feedback is also valuable. We are sincerely grateful to all participants for their time and keen interest in Canada’s public venture market. TOWN HALL POLL RESULTS AUDIENCE PROFILE 496 Respondents (Calgary, Montreal, Toronto, Vancouver and Halifax) Advisor to a TSXV-listed company Investor 38% 7% Employed by a brokerage firm 10% Employed by a TSXV-listed company Other 25% 20% Results shown are an aggregate of polling in three or more town hall events. 3 SHOULD DIRECTORS AND OFFICERS WITH A PROVEN TRACK RECORD RECEIVE SPECIAL PRIVILEGES? 282 Respondents (Calgary, Montreal, Toronto and Halifax) Yes, whenever possible 47% No, never 4% Yes, but only in very limited Not sure circumstances 6% 43% DOES TSXV NEED TO BE REBRANDED? 496 Respondents (Calgary, Montreal, Toronto, Vancouver and Halifax) No. Focus on improving the fundamentals of the marketplace. 48% Not sure No. Keep the name, but change 5% what the brand stands for (i.e. an Exchange for all sectors). Yes. The term “venture” 33% has run its course. 14% DO YOU BELIEVE SHORT SELLING HAS A MATERIAL NEGATIVE IMPACT ON THE MARKET? 499 Respondents (Calgary, Montreal, Toronto, Vancouver and Halifax) No Yes. 16% Reintroduce the uptick rule. 57% Not sure 27% 4 SHOULD CONTINUED LISTING REQUIREMENTS (CLR) BE MORE STRINGENT? 460 Respondents (Calgary, Montreal, Toronto, Vancouver and Halifax) Not sure 13% No 57% Yes 30% WHEN SHOULD COMPANIES BE DELISTED FROM NEX? 336 Respondents (Calgary, Montreal, Vancouver and Halifax) Not sure 5% Never When they fail 7% to remain in good standing When it becomes apparent they are 62% highly unlikely to reactivate 11% After a certain period of time 15% SHOULD TSXV REGULATE DIRECTOR AND MANAGEMENT COMPENSATION? 292 Respondents (Calgary, Vancouver and Halifax) Yes, but only for companies Yes, but only share-based that fail to meet a minimum compensation activity threshold 14% 41% Not sure 6% No, never 39% 5 KEY INITIATIVES UPDATE The Exchange has taken important steps to fulfill our commitments and to deliver on the actions outlined in our white paper. Updates on key initiatives are detailed in this section. The timeline for each action varies, but we are making daily progress. We believe the momentum is evident and hope this is encouraging. Of note, and after gathering invaluable feedback from stakeholders, we have made adjustments to our plan. For example, the priority of the following initiatives has been elevated: • With the help of process efficiency experts, we are examining our filing procedures with the goal of improving the client experience. We expect this will result in additional client savings in both time and money. • We will do what we can to address concerns related to market structure and short selling rules. These matters were not among the initiatives outlined in the white paper as they are not within the Exchange’s scope and authority, but we commit to working with regulators and the trading community to influence discussions. We will make further adjustments and additions to the plan as we continue on this path. Actions underway provide strong foundations with near- and long-term benefits, but we believe there is much more that we can accomplish together. We also want to acknowledge that some of the issues raised at the town halls and elsewhere will not be acted upon. For example, a number of people we spoke to feel that TSXV should be aggressively delisting companies that have had a challenging time in this market cycle. While this view is in the minority, we respect it and we seriously considered if such action would be in the best interest of the market at large. However, we concluded that it would be inadvisable and this has been validated in the vast majority of our conversations with the community. We will continue to monitor listed companies to ensure they meet continued listing requirements and in cases where they do not, the Exchange will work with the listed company on an appropriate course of action. 6 OUR COMMITMENT WE WILL REDUCE OUR CLIENTS’ ADMINISTRATIVE AND COMPLIANCE COSTS, IN A MEANINGFUL WAY, WITHOUT COMPROMISING INVESTOR CONFIDENCE. Our goal is to reduce both the costs for companies to list on TSXV and the ongoing costs of being a public company. As an example, our proposed actions – which are subject to regulatory approval – could reduce the overall cost of Reverse Takeover transactions by up to 50%. ACTION UPDATE Eliminating the general requirement ✔ Policy revisions have been drafted and we intend to file for regulatory approval in April. for sponsorship Revising the Exchange’s shareholder ✔ This change has been implemented effectively and the related formal policy revisions are approval requirements expected to be filed with regulators in March. Recognizing active and proven directors ✔ A TSXV action team has been tasked with determining the criteria and officers for “active and proven” status. ✔ Assessment of appropriate benefits is underway. Providing automated online filings ✔ Automated online filings are now available for private placement transactions. ✔ Additional online filings are under development and electronic payments are expected to be implemented next. 7 OUR COMMITMENT WE WILL EXPAND THE BASE OF INVESTORS FINANCING COMPANIES AND GENERALLY ENHANCE LIQUIDITY. We are working to deliver sustained growth and to reach new highs for both trading volumes and dollars raised by TSXV-listed companies. ACTION UPDATE Bolstering programs to create more positive ✔ The TSX Venture 50® program was significantly enhanced this year to increase the awareness of Canada’s public venture market awareness of the ranked companies and the venture marketplace overall. and to showcase TSXV-listed companies ✔ 10+ TSX Investor Days are scheduled for 2016 and will feature over twenty TSXV-listed companies. ✔ We are launching a European roadshow in April that will exclusively feature TSXV-listed companies. ✔ Investor webinars featuring other TSXV-listed companies are being planned for the Fall. Leading an action team with a goal ✔ The team has identified specific issues and barriers, and will begin developing to reduce the barriers to U.S. investors solutions. wishing to participate in the Canadian market Working to facilitate more direct ✔ The TSX investinit™ website and app were recently launched to stream summaries communication between issuers of financings for TSXV- and TSX-listed companies. and investors Introducing a Market Making ✔ We are currently finalizing the program model and the technical requirements. program on TSXV The next phase will be system development and testing. Introducing new investor analytic ✔ A new stock screening tool – TSX Discovery – was recently introduced to help programs and research products investors identify companies of interest to them by using numerous