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TSX GROUP Providing Access to North American Capital for Growth-Orientated Israeli Companies Israel 2008 Raymond D. King Senior Manager, Global Diversified Industries – Listings Business Development Toronto Stock Exchange & TSX Venture Exchange © 2008 TSX Inc. All rights reserved. Do not copy, distribute or modify this document without TSX Inc.’s prior written consent. Disclaimer This document is for information purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TSX Group Inc. and its affiliates do not endorse or recommend any securities referenced in this document. Please seek professional advice to evaluate specific securities. While the information herein is collected and compiled with care, neither TSX Group Inc. nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree not to rely on the information contained herein for any trading, business or financial purpose. This information is provided with the express condition, to which by making use thereof you expressly consent, that no liability shall be incurred by TSX Group Inc. and/or any of its affiliates as a result of any errors or inaccuracies herein or any use or reliance upon this information. © 2008 TSX Inc. 2 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 3 North American Stock Markets Continuum NYSE TSX • Senior listing standards NASDAQ • Disclosure rules • Junior listing standards OTC BB CNQ • No listing standards Pink sheets 4 TSX Group is a world leading marketplace Access to Capital TSX Group’s equity exchanges are among the best markets in the world for raising public equity capital • Market Performance S&P/TSX Indices Outperform 7th in the world in 2007 Source: Bloomberg Total Cumulative Return Sept 30 2002 to Sept 30 2007 Source: World Federation of Stock Exchanges By total dollar amount raised Large Peer Group TSX Group is 2nd in the world and 1st in North America by number of listed public companies Total of 3,951 companies: • 1,613 on TSX • 2,176 on TSX Venture Exchange • 162 on NEX Size TSX Group is 3rd in North America and 7th in the world by total listed company market capitalization ($2.2 Trillion) Source: World Federation of Stock Exchanges By Domestic Market Cap, December 31, 2007 Source: World Federation of Stock Exchanges Unless noted, all stats are as at December 31, 2007 5 TSX Group serves companies at different stages of development, and… Total of 3,738 listed companies* 2,176 companies 72 companies graduated to senior market in 2007 67 companies graduated to senior market in 2006 1,613 companies TSX Venture Exchange Toronto Stock Exchange • Access to capital for earlier stage companies or smaller financings • Senior market for well established businesses and management teams with experience in public markets • Cost effective stepping stone for international companies looking to list on a quality North American market • Exchange mandate to mentor management of newly public companies • Streamlined graduation to TSX when senior market requirements are met • Access to larger and more international institutional investors and greater analyst coverage • Globally visible specialized indices • 155 year history • 101 year history *As at 31 December 2007 (excludes NEX) 6 …TSX Group of exchanges support companies at ALL stages of their growth Market Capitalization (C$MM) 26% 22% 17% 14% 12% 13% 10% 0% <1 2% 1-5 10-25 TSX 25-50 15% 12% 6% 3% 5-10 19% 16% 50-100 9% 4% 100-250 1% 0% 250-500 500-1B TSX Venture Toronto Stock Exchange: 1,613 issuers, Market Cap = $2.09 Trillion TSX Venture Exchange: 2,176 issuers, Market Cap = $58.1 Billion As at 31 December 2007 7 0% >1B Canadian equity marketplace ideal for small to mid-cap IPOs Total IPOs in Canada and U.S. Average amount raised during IPO (2007) U.S. markets: US$234.1 million TSX: US$73.9 million TSX Venture: US$2.2 million 338 272 268 232 233 197 185 142 91 2001 Source: Hoovers IPO Central 94 2002 208 199 123 81 2003 2004 Canada 2005 2006 2007 USA 8 TSX Group: Providing Access to Capital Through Equity Financing Equity Financing on TSX and TSX Venture Exchange (C$ Billions) $58.8 $50.7 $52.2 $49.7 $40.0 2003 2004 Public Offerings 2005 2006 Private Placements 2007 IPOs 9 Total Going Public Activity: TSX and TSX Venture Exchange 600 573 550 500 450 400 350 300 482 478 223 197 207 416 351 204 128 250 200 366 150 100 223 212 2003 2004 259 281 50 0 2005 TSX Venture Exc hange 2006 2007 TSX *Going Public Activity includes RTOs and QTs on TSX Venture Exchange 10 TSX and TSX Venture Exchange have had consistent growth in liquidity TSX Venture Exchange Volume of Shares Traded 52.6 Billions of Shares Toronto Stock Exchange Volume of Shares Traded 96.1 Billions of Shares 82.0 37.1 55.6 61.3 64.2 21.1 13.3 2003 16.6 2004 2005 2006 2007 2003 2004 2005 2006 2007 • 5-Year CAGR 41.0% • 5-Year CAGR 14.7% • 2007 Volume up 42% vs. 2006 • 2007 Volume up 17% vs. 2006 11 US firms that trade TSX as a Participating Organization • • • • • • • • • • • • CSFB Citigroup E*Trade FIMAT/SocGen Goldman Sachs HSBC Instinet Interactive Broker ITG Merrill Lynch Morgan Stanley Penson • • • • • Raymond James Refco State Street Timberhill UBS US offices of Canadian “Big 6 Banks”: • BMO Nesbitt Burns • CIBC World Markets • RBC Dain Rauscher • Scotia Capital Markets • TD Securities • NBF Financial 40% of TSX Group trading originates from US-based Participating Organizations servicing their US institutional and retail client portfolio 12 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 13 TSX Group International Business Development Markets UK/EU RUSSIA Mining/Energy/ Cleantech * Mining/Energy USA CHINA All Sectors All Sectors ISRAEL Tech/ Industrial INDIA Diversified SOUTH AMERICA AFRICA Mining Mining/Energy/ Industrials Research market AUSTRALIA Mining/Energy/ Industrials Pilot market Expand activities 14 TSX, NASDAQ and AIM Overview Offering Size – Israeli Companies Perspective Average Size of Israeli Companies Offering by Market (2004 – 2006) $150.0 $142.0 $130.0 Potential TSX Offering $110.0 $83.2 $90.0 $70.0 $50.0 $20.0 $30.0 $8.2 $10.0 -$10.0 NYSE NASDAQ AIM TASE Source: IVC-Online and CIBC World Markets. Note: Includes IPOs and Follow-on offerings. Excluding real-estate, gaming industry offerings and exceptional size offerings (Teva). 15 TSX Group International Listings As of December 31, 2007 Australia/New Zealand/Papua New Guinea, 27, 11% UK/Europe, 23, 10% China, 37, 15% South Africa/Africa, 10, 4% Toronto Stock Exchange 146 international listings with QMV=$197.6 Billion South America, 4, 2% Other**, 9, 4% USA, 130, 54% TSX Venture Exchange 94 international listings with QMV=$3.4 Billion *Based on location of company headquarters ** Other includes Bermuda, Barbados, British West Indies, Channel Islands, Guernsey 16 TSX Group’s new international listings TSX Group International New Listings by Country TSX Group New International Listings by Sector 2007 Oil & Gas, 4, 8% Technology, 2, China 49 South Africa/Africa 42 UK/Europe South America 36 Australia/New Zealand Other USA 15 4% Mining, 27, 56% 29 Diversified Industries, 10, 20% 15 Financial Services, 2, 4% Life Sciences, 4, 8% 2002 2003 2004 2005 2006 2007 Total = 49 * Other includes Bermuda, Barbados, British West Indies, Channel Islands and Guernsey 17 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 18 TSX Group exchanges are designed for companies at all stages of growth Project / Idea R&D or Prototype Commercial Stage Stable Production Operating History Private Equity Candidates Founders, Family/Friends Angels Venture Capitalists Pink Sheets/OTCbb TSX Venture Candidates AIM Candidates TSX Candidates NASDAQ Candidates 19 Market Comparison: TSX, Nasdaq, AIM Market Data for 2007 (C$) Number of Issuers Listed TSX Venture TSX and Venture 1613 2176 3789 1694 3069 $2,093.5 $58.1 $2,151.6 $197.5 $4,026.3 207 366 573 284 290 $47.6 $11.1 $58.8 $34.8 $17.4** 96.1 52.6 148.7 153.9 N/A* $1,697.2 $44.8 $1,742.0 $161.2 $16,465.8 118.6 8.6 127.2 4.2 1654.2 AIM Nasdaq Quoted M arket Value (C$ Billions) Going Public Activity Equity Capital Raised (C$ Billions) Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) As at December 31, 2007 *Nasdaq information not available. **Nasdaq information does not include secondary financings 20 TSX surpassed AIM by total equity capital raised, quoted market value and value traded 2006 TSX TSX Venture Exchange TSX and TSX Venture AIM Number of Issuers Listed Quoted Mark et Value (C$ Billions) New Listings Equity Capital Raised (C$ Billions) 1598 $2,061.3 197 $41.8 2080 $54.9 186 $7.9 3678 $2,116.2 383 $49.7 1634 $213.6 462 $32.7 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 82.0 $1,416.1 85.7 37.1 $33.1 6.4 119.1 $1,449.2 92.1 138.5 $121.1 3.5 2007 TSX TSX Venture Exchange TSX and TSX Venture AIM Number of Issuers Listed Quoted Mark et Value (C$ Billions) New Listings Equity Capital Raised (C$ Billions) 1613 $2,093.5 207 $47.6 2176 $58.1 366 $11.1 3789 $2,151.6 573 $58.8 1694 $197.5 284 $34.8 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 96.1 $1,697.2 118.6 52.6 $44.8 8.6 148.7 $1,742.0 127.2 153.9 $161.2 4.2 • Source: TSX, LSE and AIM (TSX analysis of public information) 21 TSX Group continued to outperform AIM in the mining sector – # of issuers, new listings, and equity financing 2006 TSX TSX Venture Exchange TSX and TSX Venture LSE AIM LSE and AIM Number of Mining Issuers Listed Quoted Mark et Value (C$ Billions) New Mining Listings Equity Capital Raised (C$ Billions) 291 $287.7 65 $7.7 983 $35.1 47 $4.8 1274 $322.8 112 $12.5 36 $394.9 2 $8.3 186 $39.7 53 $2.4 222 $434.5 55 $10.8 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 33.2 $347.8 22.6 25.6 $21.6 4.5 58.8 $369.4 27.1 n/a $640.7 6.6 16.5 $18.0 0.52 n/a $658.8 7.11 2007 TSX TSX Venture Exchange TSX and TSX Venture LSE AIM LSE and AIM Number of Mining Issuers Listed Quoted Mark et Value (C$ Billions) New Mining Listings Equity Capital Raised (C$ Billions) 341 $337.8 78 $11.8 1032 $34.5 108 $7.2 1373 $372.3 186 $19.1 42 $499.5 11 $4.1 187 $30.3 22 $5.2 229 $529.8 33 $9.3 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 42.0 $448.8 37.2 37.4 $33.1 6.4 79.3 $481.9 43.6 n/a $920.4 11.90 23.8 $27.6 0.72 n/a $947.9 12.62 • Source: TSX, LSE and AIM (TSX analysis of public information) 22 TSX Group dominated oil and gas sector in # of issuers and equity financing 2006 TSX TSX Venture Exchange TSX and TSX Venture LSE AIM LSE and AIM Number of O&G Issuers Listed Quoted Mark et Value (C$ Billions) New O&G Issuers Equity Capital Raised (C$ Billions) 166 $521.3 17 $8.8 266 $10.3 14 $1.6 432 $531.6 31 $10.5 33 $1,353.1 5 $0.7 98 $23.3 24 $3.2 131 $1,376.3 29 $3.8 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 13.4 $339.5 19.3 5.8 $7.7 1.1 19.2 $347.2 20.3 n/a $697.9 5.5 24.2 $21.7 0.8 n/a $719.6 6.2 TSX TSX Venture Exchange TSX and TSX Venture LSE AIM LSE and AIM Number of O&G Issuers Listed Quoted Mark et Value (C$ Billions) New O&G Issuers Equity Capital Raised (C$ Billions) 158 $526.7 12 $7.5 266 $11.2 21 $1.7 424 $537.9 33 $9.2 37 $1,523.0 4 $0.1 103 $21.9 14 $2.3 140 $1,544.9 18 $2.3 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 14.3 $330.5 23.1 6.9 $6.5 1.0 21.1 $337.0 24.1 n/a $705.8 7.5 18.1 $21.3 0.7 n/a $727.1 8.2 2007 • Source: TSX, LSE and AIM (TSX analysis of public information) 23 TSX Group Tech Sector: Going Head-to-Head with AIM 2006 TSX TSX Venture Exchange TSX and TSX Venture AIM Number of Tech Issuers Listed Quoted Mark et Value (C$ Billions) New Tech Issuers Equity Capital Raised (C$ Billions) 117 $71.1 9 $1.4 229 $2.8 17 $0.4 346 $73.9 26 $1.8 235 $15.9 50 $1.1 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 6.5 $50.3 5.0 2.0 $1.0 0.3 8.5 $51.3 5.3 16.6 $7.5 0.3 2007 TSX TSX Venture Exchange TSX and TSX Venture AIM Number of Tech Issuers Listed Quoted Mark et Value (C$ Billions) New Tech Issuers Equity Capital Raised (C$ Billions) 113 $102.6 12 $1.0 221 $3.8 18 $0.7 334 $106.4 30 $1.7 244 $17.5 26 $1.7 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 5.2 $73.0 6.6 3.9 $2.1 0.5 9.1 $75.0 7.1 18.8 $12.5 0.5 • Source: TSX, AIM (TSX analysis of public information) 24 TSX Group Life Sciences Sector: Going Headto-Head with AIM 2006 TSX TSX Venture TSX and Exchange TSX Venture AIM Number of Life Sciences Issuers Listed Quoted Mark et Value (C$ Billions) New Life Sciences Issuers Equity Capital Raised (C$ Billions) 87 $22.0 7 $0.8 57 $0.7 6 $0.2 144 $22.7 13 $1.0 113 $9.2 21 $0.9 Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) 2.5 $15.3 2.4 0.4 $0.3 0.1 2.9 $15.6 2.5 12.9 $3.9 0.2 TSX TSX Venture Exchange TSX and TSX Venture AIM 90 $17.8 7 $1.128 50 $1.0 3 $0.009 140 $18.9 10 $1.137 117 $7.9 15 $0.9 3.7 $15.8 3.0 0.9 $0.7 0.2 4.6 $16.5 3.1 11.5 $6.0 0.3 2007 Number of Life Sciences Issuers Listed Quoted Mark et Value (C$ Billions) New Life Sciences Issuers Equity Capital Raised (C$ Billions) Volume Traded (Billions of Shares) Value Traded (C$ Billions) Number of Trades (Millions) • Source: TSX, AIM (TSX analysis of public information) 25 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 26 Market Overview 2006 YTD Dec 2007 YTD Dec % Change Listed Companies 2,080 2,176 +5% Total Market Cap $54.9 B $58.1 B +6% Median Market Cap $8.2 M $8.1 M -1% $26.4 M $26.7 M +1% Financings $7.9 B $11.1 B +41% Average Financing $3.0 M $4.3 M +43% Going Public Activity 281** 366** +30% 67 to TSX 72 to TSX +7% Average Market Cap Graduates * Includes IPOs, CPCs, RTOs, QTs, TSX comedowns and Other 27 Trading 2006 2007 % CHANGE VOLUME: Total Volume Average Daily Volume 37.1 Billion 147.7 Million 52.6 Billion 208.8 Million +41.9% +41.4% VALUE: Total Value Average Daily Value $33.1 Billion $131.7 Million $44.8 Billion $177.8 Million +35.5% +35.0% TRANSACTIONS: Total Transactions Average Daily Trans. 6.4 Million 25,593 8.6 Million 34,188 +34.1% +33.6% $0.89 $0.85 -4.5% Average Price Per Share Source: TSX Venture Review 28 TSX Venture: Financings by Type Initial Public Offering Public Company Private Placement 12,000 Public Offering Millions ($) 10,000 $9,754 8,000 $7,060 $5,608 6,000 $3,686 4,000 2,000 $2,124 $1,251 $72 $115 $120 $132$194 $270 $257 $197$370 $446 $533 $855 0 2002 2003 2004 2005 2006 29 2007 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 30 TSX Group Advantage to Listing In Canada • Canada is the market of choice for global small and mid-cap companies – – • Top-3 global player in technology and life sciences Diverse cross-section of listed companies in a variety of sectors Standards-based exchanges that promote integrity for public SMEs – Access to specialized products for TSX Group listing (e.g. Capital Pool Company® program) • Sustained access to capital – steady growth of capital investment over past 5 years • Strong equity culture – 49% of Canadians hold equities • Strong trading liquidity – 30% increase in trading over past 5 years • Lower trading impact costs on TSX • Analyst coverage typically seen at an earlier stage • Canadian regulatory commissions and exchanges are: – – – Customer-focused Principles rather than rules based Employ a flexible corporate governance approach, particularly for TSX Venture Exchange companies (e.g. exemption from Internal Control Certification) 31 Special Considerations for US and International Companies Listing on TSX Group • Foreign Property Rules lifted by Canadian Revenue Agency – no investment restrictions on foreign companies • US disclosure documents accepted in Canada – “Multi-jurisdictional Disclosure System” (MJDS) allows access to Canadian capital markets using US documents • US GAAP, IFRS Accounting and Audit Standards are accepted • Companies already listed on another senior market may be exempt from certain requirements – Need to apply for continuous disclosure from securities commissions • Board and management must have adequate relevant North American public company experience • Must have a plan for adequate shareholder base & distribution of shares to support a liquid market on TSX • Canadian office not required • Recommend a contact person in Canada to be accessible for shareholder and analyst inquiries 32 Lower cost to list on TSX: Original Listing Fee Comparison $600,000 (Canadian $) $500,000 $400,000 $300,000 $200,000 $100,000 $0 TSX TSXV NYSE NYSE* Minimum Fee AMEX NASDAQ NASDAQ SC ASX Maximum Fee * Proposed 33 LSE AIM Competitive sustaining fees on TSX $700,000 (Canadian $) $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 TSX TSXV NYSE NYSE* Minimum Fee AMEX NASDAQ NASDAQ SC Maximum Fee *Proposed 34 ASX LSE Canadian Escrow Policy competitive with the US • • Applies to principals whose continuing role is relevant to an investor’s decision to subscribe to the IPO Escrow not required for: – TSX exempt issuers – TSX non-exempt issuers with a Market Cap of at least CDN $100 Million Time from Listing Date Release of Securities Date listed on TSX 1/4 of escrow securities 6 months after listing date 1/3 of escrow securities 12 months after listing date 1/2 of escrow securities 18 months after listing date Remaining escrow securities 35 Discussion Outline 1. TSX Group Overview – A Globally Competitive Exchange 2. International Development Initiatives 3. Competitive Positioning of TSX Group 4. TSX Venture Exchange 5. Considerations for Listing 6. Contact Information 36 TSX Business Development Team NAME POSITION/SECTOR NUMBER EMAIL Janis Koyanagi Director, TSX - International Development & Strategy 416.947.4467 [email protected] Delilah Panio Director, TSXV – US Development & Strategy 416.365.2213 [email protected] Raymond King Senior Manager – Global Diversified Industries/Israel/India 416.947.4675 [email protected] Greg Ferron Senior Manager – Global Mining/Africa/Australia 416.947.4477 [email protected] Susan McLean Senior Manager – Global Cleantech & Structured Financial Products/ETFs 416.947.4305 [email protected] Christa Dewar Senior Manager – US Business Development Campaign 416.947.4636 [email protected] TBD Senior Manager – Global Energy/South America 416.947.4467 [email protected] Gina Pappano Senior Manager – Market Intelligence 416.947.4272 [email protected] Annie Tao Manager – China Business Development 416.947.4273 [email protected] 37 Contact Information Raymond D. King Senior Manager, Global Diversified Industrials – Listings Business Development Toronto Stock Exchange & TSX Venture Exchange [email protected] 416-947-4675 38 Appendix A – Listing Requirements 39 Toronto Stock Exchange Listing Criteria Listing Criteria for Industrial Companies Criteria Senior Profitable Forecasting Profit R&D Tech Public Distribution • # shareholders • Public float -shares • Public float - $ • Total market value 300 1 million $4 million N/A 300 1 million $4 million N/A 300 1 million $4 million N/A 300 1 million $4 million N/A 300 1 million $10 million $50 million $7.5 million $300K $700/$500 N/A N/A Adequate Adequate $2 million $200K $500 N/A N/A Adequate Adequate $7.5 million $300K1 $5001 N/A N/A Adequate Adequate N/A N/A N/A $12 million 2 years3 Adequate Adequate N/A N/A N/A $10 million 1 year3 Adequate Adequate Ability to commercialize 2 years Advanced stage Financial Requirements • Net tangible assets • Pre-tax earnings • Pre-tax cash flow • Cash in treasury2 • Sufficient funds3 • Working capital • Capital structure Other Criteria • Product/service • Operating history 1 2 3 forecast for current or next fiscal year raised via prospectus funds to cover expenses, R&D, and capex 40 Why List on TSX Venture Exchange • Financing range: $500k to $20 million • Multiple financing rounds = more ground-floor investing opportunity • Acquisition currency • Employee stock options • Mentoring role • Stepping stone to senior markets • Streamlined graduation path to Toronto Stock Exchange • Graduates leave with a track record 41 TSX Venture Exchange Listing Requirements Tier 1: Technology or Industrial Category 1 Category 2 Category 3 Net Tangible Assets (incl. IPO $) $1 M $5 M N/A Earnings Before Tax $100,000 N/A $200,000 18 mos 18 mos + $100K 18 mos 1M 1M 1M Public Market Capitalization $1 M $1 M $1 M Number of Shareholders 200 200 200 Percentage Held by Public 20% 20% 20% Working Capital Publicly Held Shares * R&D MLR: Similar to Category 2 but $1,000,000 in prior R&D required and a $1,000,000 R&D program must be recommended. 42 TSX Venture Exchange Listing Requirements Tier 2: Technology or Industrial Category 1 Category 2 $500,000 $750,000 $50,000 N/A N/A $250,000 12 mos 12 mos + $100K N/A Sufficient testing to show commercial viability $0.15 $0.15 500,000 500,000 Number of Shareholders 200 200 Percentage Held by Public 20% 20% Net Tangible Assets (incl. IPO $) Earnings Before Tax Prior Expenditures or Revenue Working Capital Other Minimum IPO Price Publicly Held Shares 43