Listing your Company on the TSX or TSX-V

Listing your company on the Toronto Stock Exchange (TSX) or the TSX Venture Exchange (TSX-V) provides your company with access to equity capital financing, greater shareholder liquidity and an enhanced image. It is however a complex process that may require the co-operation of management, legal counsel, auditors, securities commissions and the TSX or TSX-V.

Companies wishing to obtain a listing on the TSX or TSX-V can utilize one of the following methods of doing so:

1. Initial Public Offering (IPO) – An IPO is the traditional method of obtaining a listing on a stock exchange, involving the preparation of a prospectus to be filed with the securities commissions and the completion of an application for a public listing. The prospectus provides potential investors with detailed information they need to make informed investment decisions.
2. Direct Listing – If your company is already listed on another stock exchange other than the TSX or TSX-V, it may list directly on the TSX or TSX-V provided it is able to meet the listing requirements of the TSX or TSX-V.
3. Reverse Take-over (RTO) – Another way to list your company on the TSX or TSX-V is by way of a reverse take-over (also known as a back door listing or reverse merger) of a publicly-traded company that is already listed on the TSX or TSX-V. An RTO can be completed in a number of ways, including an amalgamation or issuance of shares in exchange for other shares or assets of the publicly-traded company.
4. Capital Pool Company (CPC) program – The CPC program is a unique listing vehicle offered exclusively by the TSX-V. It is a two-phased process involving: (1) the creation of a Capital Pool Company; and (2) the completion of a Qualifying Transaction. The CPC program is the subject of another article in this publication by my colleague Sean Caulfeild entitled “The TSX Venture’s Capital Pool Company Program” which can be accessed on the Ottawa Business Journal’s website.
5.  Graduation to the TSX – Once your company is listed on the TSX-V, it may graduate from the TSX-V to the TSX, provided that it meets the listing requirements of the TSX.

The above information is summarized from the Toronto Stock Exchange’s web-site (www.tsx.com). More information can be found there regarding the above, or if you have any further questions regarding the above, Dirk would be pleased to provide you with any further information regarding the above.

Dirk Bouwer is a member of the Corporate Department of Perley-Robertson, Hill & McDougall LLP. Dirk can be reached at (613) 566-2850 or [email protected] to answer any questions you may have regarding listing your company on the Toronto Stock Exchange or TSX Venture Exchange, or any of your other business legal needs.

This article was originally published in the August 27, 2009 edition of the Ottawa Business Journal.