Uplistings & Graduations of Publicly Traded Companies
When a company is looking to improve their public listing by the listing venue you can Uplist to a senior stock exchange or Graduate to a stock exchange. What is the difference? Graduations typically occur when a company has their shares traded on a over the counter market such as the OTCMarkets. Consequently, they find they have difficult time raising capital or attracting trading volume. Many companies look to graduate to a recognized stock exchange such as the Nasdaq, NYSE, or NYSE American. Sometimes they choose to graduate to a ‘anchor’ exchange in Canada and keep their quotation on the OTCMarkets. Uplisting is when a company listed on a junior stock exchange and lists on a senior exchange. In Canada senior stock exchanges are also known as non-venture issuer exchanges and junior stock exchanges are known as venture issuer exchanges.
UPLISTINGS TO CANADIAN STOCK EXCHANGES
Canada currently have four recognized stock exchange and no over the counter markets. It has two junior exchanges which are known as venture issuer exchanges. The other two exchanges are senior exchanges also called non-venture issuer exchanges.
Senior/Non-Venture Issuer Exchanges
Junior/Venture Issuer Exchanges
Companies who have their shares quoted and traded on an over-the-counter market such as the OTCMarkets can benefit from an Uplisting to a Canadian stock exchange. Many OTCMarkets companies can benefit from having an ‘anchor’ stock exchange listing.
Benefits of Uplistings
All Canadian stock exchanges are auction markets. Auction markets are stock markets where purchasers and sellers enter competitive bids where there are no direct negotiations. Conversely, over the counter market stocks trade through a broker-dealer network
Recognized stock exchanges have a higher level of governance requirements for companies than an OTC Market. Therefore, this increases the trust investors have in the company.
There is better liquidity on stock exchanges due to the auction market and higher corporate governance. In addition, there is better and more comprehensive market data and increased exposure to the investment community.
Regarding Uplisting, a company must meet the target stock exchanges requirements. If the company is a full reporting issuer in the United States, it can list in Canada as a designated foreign reporting issuer. Conversely, companies that are not US reporting issuers can become a reporting issuer in Canada. Companies achieve this through an offering prospectus or non-offering prospectus.
In summary, if your company is quoted and trading on an over the counter market in the United States and want to enhance its reputation look at having an anchor listing on one of Canada’s four stock exchanges.
GRADUATING YOUR STOCK EXCHANGE LISTING
Many companies can benefit from graduating their company to a senior stock exchange. You need to carefully consider whether you should graduate. Let’s look at the advantages and disadvantages of graduating. We’ll focus on graduating of Canadian listed companies to senior Canadian stock exchanges such as the Toronto Stock Exchange – TSX and the Neo Exchange – Neo For more information on Canadian listed companies graduating to US exchanges please read cross-listing on the NASDAQ or NYSE.
Advantages to Graduating
Senior stock exchanges in Canada otherwise known as non-venture issuer exchanges have a higher corporate governance levels then venture issuer exchanges. These include independent board composition, Disclosure Controls and Procedures (“DC&P”), Internal Control over Financial Reporting (“ICFR”) and lower Business Acquisition Report (“BAR”) thresholds. Senior listed companies must file an Annual Information Form (“AIF”) which makes the companies short form prospectus eligible. There are also shorter time periods for filing annual and interim financials. Institutional and high net worth investors do prefer to invest in non-venture issuer listed companies but that is not a requirement of them.
Potential Index Eligibility
Companies listed on a senior exchange have the potential to be in the S&P/TSX Composite Index which requires index funds to purchase their stock. You can read more about this at – Cross-listing and Canadian Companies.
Disadvantages of Graduating
This is also a disadvantage with a Graduation due to the shorter time frames to file annual and interim financials. With acquisitions the Business Acquisition Report threshold is lower. Consequently, management must spend more time with audit and legal filings for the transaction. With regards to short form prospectus eligibility by filing and AIF, venture issuer companies can still file one and be eligible.
With being a non-venture exchange listed company you will have higher costs with the Graduation. Such costs include annual fees, legal fee and audit fees for Business Acquisition Reports, additional fees for Disclosure Controls and Procedures, Internal Control over Financial Reporting.
SHOULD I GRADUATE MY COMPANY?
This is not a decision to take lightly. A Graduation does not automatically increase your trading. The initial exposure might but in the end its about how attractive your company is along with its potential. Having said that its also about your ability to reach investors through your market awareness program/investor acquisition program. There is a myth that stock exchange creates trading. The fact is if the stock exchange your listed on is connected to all the investment dealers, has a auction market, and listed companies policies that are based on securities laws then it is up to you to get your story out. There is no miracle.
Think ahead of time of the increase in costs and the potential value you will receive for that. These costs could be important in down markets.
Graduating to a senior stock exchange and Uplisting to a stock exchange is an important decision for the short term and long term. If you would like to learn more about Uplisting and Graduating please fill out the form to the right. One of our team members will be happy to assist.