Thomas Kloet Chief Executive Officer TMX Group. The Economic Club of Canada May 27, 2014 **CHECK AGAINST DELIVERY**

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1 Thomas Kloet Chief Executive Officer TMX Group The Economic Club of Canada May 27, 2014 **CHECK AGAINST DELIVERY**

2 Show Me the Money An Exploration of Capital Raising in Canada Thanks very much, Natasha, and good afternoon, everyone. Thanks for coming. It is a pleasure to visit Ottawa this time of year. I can tell you that I have never seen so many tulips in my life. They re spectacular. And they re a very welcome sight and encouraging sign. I m sure there is probably a metaphor there This afternoon I will walk you through the capital ecosystem in Canada and explore recent trends. I will share some thoughts on how its vibrancy and diversity is critical for the country s future success. I am privileged to be the CEO of TMX Group, which is an integrated, multi-asset class exchange group. TMX Group s businesses operate cash and derivative markets for multiple asset classes including equities, fixed income and energy. We also provide clearing facilities, data products and other services to the international financial community. We are, of course, best known for operating Toronto Stock Exchange and TSX Venture Exchange. We offer over 160 years of experience and expertise in helping companies access the capital they need to grow and achieve their business goals. I think it makes sense to begin the exploration of capital raising in Canada with a description of the stock exchanges where 99% of Canadian public companies are listed. TSX is our senior market. It is a global leader in energy, resources and mining with a strong base in financial services and the technology and clean-tech sectors, to name a few. TSX is home to some of the finest and biggest companies in the world. However, we also deliver a unique expertise in listing, serving, and nurturing mid- or smaller-cap companies. In fact, when putting aside such giant issuers as Suncor, Encana, RBC, BCE and others, the vast majority of TSX issuers have capitalizations well under $1 billion. 1

3 TSX Venture Exchange is where our ability to serve emerging companies comes into play even more. It is truly dedicated to small-cap, early-stage companies, and it is the only public venture capital exchange of this size and scope in the world. Companies that require funds to launch or expand find in our TSX Venture Exchange a market opportunity that is unparalleled. In the right situations, Venture provides a unique opportunity to use an early capital market platform. It can deliver tremendous results for companies, while managing the regulatory and governance compliance that is necessary and important to investors in junior companies. Toronto Stock Exchange and TSX Venture Exchange rank second in the world and first in North America by the total number of listings. They also rank second globally by the number of new listings and third in the world for equity capital raised. Toronto Stock Exchange and TSX Venture Exchange are where ideas and innovation attract the capital needed to succeed. A listing enables companies to access capital from around the world, complete acquisitions with share capital and enjoy the reputational benefits of being publicly traded on our world-class equities markets. Companies can go public at an early stage on TSX Venture Exchange. Grow. Mature. And when they re ready, they can graduate to Toronto Stock Exchange. 20% of companies on the S&P/TSX Composite Index graduated from TSXV. A third of technology and clean tech companies on TSX graduated from TSXV. In total, almost 600 companies have graduated from TSXV to TSX over the last decade. We have built what we think is the best listing continuum in the world, especially for small to medium-sized enterprises, or SMEs. There are about 3,900 public companies listed on our two exchanges and we think we do a great job of serving their capital-raising needs. In contrast, there are about 1.1 million private companies in Canada. How are their capital needs being met? That s where I ll spend the bulk of our time together today. 2

4 Taken together, the 1.1 million private companies represent a significant portion of the Canadian economy. According to 2013 data, more than 98% of these businesses are considered SMEs, they employ about 90% of working Canadians and account for over 30% of private sector GDP. It is hard to overestimate the impact SMEs have on our country s economy, labour market and economic growth. Each of these companies is unique. But they all have one thing in common. All of them want to succeed. And what they need to succeed is capital, which is the lifeblood of a growing company. But there is a limit to the amount of debt an entity can take on. There is a limit to the love and sense of humour of family and friends. What else is there to keep entrepreneurs who believe in their companies going? Where s the money? Going public on one of our exchanges is one answer to that question for some. Others will choose to invite private venture capital providers to participate in their businesses. Some will go the VC route and then choose to go public to fund future growth. The point is, there needs to be an effective array of choice for companies so that they can find the method of raising capital that best fits their evolving needs. I m sure you all understand the debt, friends and family, venture capital and stock exchange options. So I ll spend some time talking about other parts of the capital ecosystem in Canada that are less familiar, but in many ways, most exciting. Let s start with crowdfunding. The crowdfunding model began with supporters of an idea making a donation to a cause or project without an expectation of anything in return. 3

5 In a very short period of time, huge numbers of people took to Internet sites like Kickstarter and Indiegogo. Now billions of dollars each year are generated globally. That, my friends, is a free market. Small companies were quick to see the potential here, and a growing number of them are seeking to raise capital through the Internet. And instead of a straight donation, companies want to issue shares in exchange for the money they receive. However, extending the idea to raising equity is more complex, and regulators are tackling this right now. Many jurisdictions around the world are looking this closely, including here in Canada. The Ontario Securities Commission has proposed new rules to allow equity crowdfunding, which would involve providing shares in exchange for money. There is great willingness on the part of regulators to find a way to make this work, which I applaud. It is generally understood that we don t know exactly where this financing method will go, but it is also understood that, in time, this will be a very important capital raising tool for Canadian entrepreneurs, particularly for the smallest companies. Given that Canada is truly a nation of SMEs, it could be transformational. It might surprise some of you here, but TMX is interested in the equity crowdfunding space, most definitely. I ll tell you more about why in a few minutes. First, I want to tell you about another area we re interested in private exempt markets, which is another important part of the capital ecosystem. An exempt market provides a platform to enable private companies to raise money from accredited investors. The exempt market then facilitates the trading of those securities trades. Public companies also effectively use exempt markets for private placements and certain debt financings, but for companies that don t wish to go public, exempt markets fill an important need for capital and liquidity. 4

6 The private companies that access the platform are vetted, but there are fewer requirements than for exchange-listed companies. TMX recently announced that we intend to operate our own exempt market, called TSX Private Markets. The new business will enable us to serve companies along each stage of their evolution from start-up, to private issuer, to public issuer. We expect to launch TSX Private Markets in the third quarter of this year, subject to final regulatory approval. Those are some of the methods for SMEs to generate the capital they need to operate, grow and succeed. What we haven t talked about yet is the other side of the trade the investors. Let s do that now. What is clearly critical to the success of these financing endeavours is investor confidence, both in the individual stories the companies tell and in the platform on which those transactions occur. Investor confidence is the cornerstone of financing small businesses. It is essential to find the right balance for companies and for investors so that the needs of both are met companies are able to access the capital they need and investors gain access to unique investment opportunities. The balance point will be different with each financing method. At one end of the risk continuum, is the senior public market. On TSX, we have very rigorous listing standards, ensuring that companies meet key financial standards and understand the responsibilities that come with being public companies. We investigate every single director and officer. We demand audited financial statements, and we need to see a certain level of revenue or significant capital investment. Companies need bankers and accountants and lawyers. 5

7 And that is just to get listed. After that, companies have to comply with securities law, as well as the exchange s own rule book, which is a couple hundred pages long. We want people to come list on TSX, but we don t make it super easy, frankly. There is no guarantee that every company on the exchange will succeed, but the market understands that we have worked hard to remove risk. Investors make very large plays on TSX the stakes are very high so the standards are very high. Another important point is that anybody can trade stocks on TSX. Investors don t have to meet any special requirement to buy 50 shares of BMO. They just need the money. At the opposite end of the risk continuum for capital raising methods that don t involve family is probably equity crowdfunding. Unlike that retail investor and his 50 shares of BMO, the crowdfunding investor has very different expectations and a very different expectation of risk. A crowdfunding site might provide some very basic scrutiny of a company, but otherwise, it is on the investor to check things out for themselves. That s the reason the OSC proposes to set some limits, both on the amount a company can raise and on how much an individual can invest. The other capital raising options I discussed fall along the risk continuum between the TSX at one end and crowdfunding at the other. The companies that list on TSX Venture Exchange are smaller so they have a more proportionate, somewhat less onerous regulatory regime. We and the regulators have actually found a great balance between too little and too much regulation, which is totally appropriate to this unique market. Next to Venture, would be the private exempt market space. This type of market has more rigour than equity crowdfunding. Companies would have some hurdles to meet, but not as much a Venture issuer. Investors would have to meet certain standards as well to ensure they understood the product they were buying into. So, as promised, I have walked you through the capital raising landscape in Canada from the perspective of both companies and investors and why this diversity of choice is so critical. 6

8 Earlier I promised that I would explain why TMX Group is interested in crowdfunding and in the private market space. The reason is this: we re really good at it. Frankly, we excel at creating the conditions for investor confidence. We are a key economic institution making a big contribution to connecting Canadian entrepreneurs and ideas to capital today. Investors participate in our equities markets because they take comfort in our market quality oversight on Toronto Stock Exchange and TSX Venture Exchange. We think it is helpful to the market to be involved in other areas like exempt market, and maybe crowdfunding one day, by providing structure and oversight. Our involvement itself would provide a measure of confidence. You might legitimately ask: but what s in it for TMX Group? I m going to give you an honest answer to that question. Earlier I said that no one is sure where these financing methods like crowdfunding are going. So we aren t really sure what s in it for us directly just yet. But we do know this for sure. When small businesses are successful, the economy is more robust. When the economy is more robust we benefit. It is a virtuous circle. It is in that spirit that we invest in helping SMEs to succeed. We have created in number of mentorship programs like TSXIgnite, the Learning Academy, Investor Programming and more to help public and private companies effectively participate in the capital markets. TMX Group is also a vocal advocate for issues important to SMEs. We have been vocal in supporting the exempt market in Canada and facilitating capital raising. Specifically, we have pushed for the creation of the new existing shareholder exemption as well as for reform of the rights offering regime. Also important is harmonization of prospectus exemptions across Canada. 7

9 We have also expended a lot of effort on behalf of junior issuers. For example adoption of national instrument , which relates to tailored regulation for Venture issuers, maintaining the 10% early warning disclosure threshold, and maintaining existing auditor independence rules. While these items sound quite technical, I can assure you that they were all quite important to the junior issuers listed on our markets as well as the people who invest in their shares. What else can be done? Here are some thoughts: Canada is a natural resource based economy, but what can be done to nurture other parts of the economy? Most small companies are in other sectors, but most formal programs are geared to resources. For example, there are provisions for tax-efficient investing in early stage mining and energy companies can this be expanded to other sectors of the economy? Flow-through shares are currently in place for resource companies, but should they be available for technology companies as well? The Scientific Research and Experimental Development Program is a federal tax incentive program that encourages Canadian businesses of all sizes, and in all sectors to conduct research and development in Canada. But the credits aren t available to public companies at the same non-refundable level should they be? One area that we spend a lot of time on is the innovation sector. There is a lot of exciting work being done by companies in this space and I think they would really benefit from formal programs that support their growth. I m going to conclude now by repeating some stats from the beginning of my remarks. There are 1.1 million small and medium enterprises that make up more than 98% of businesses in Canada. Together they employ about 90% of working Canadians and account for over 30% of private sector GDP. 8

10 I wanted to repeat those stats because they are so striking and because they really underscore the importance of ensure a healthy, diverse and vibrant capital market. Ensuring that these companies get the money they need to succeed and grow is essential. It is vital that we serve them in any way we can. TMX Group has a long history of helping Canadian public companies, both small and large, access capital. But it can t be just us. I think it is a shared responsibility. And a shared opportunity that simply can t be ignored. Thanks very much for your kind attention. 9

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