Frequently Asked Questions
1. WHAT SERVICES DOES TSX PRIVATE MARKETS OFFER?
TSX Private Markets is a TMX Group initiative focused on supporting capital formation and secondary trading within Canada's exempt market. The initial phase of TSX Private Markets' offering encompasses a dealer-to-dealer voice-brokered service complemented by an informational website ("Platform").
Specifically, TSX Private Markets will enable:
- Exempt market capital raising for private and public companies
- Secondary trading of exempt market securities (including various categories of debt and equity)
- Facilitation of public company private placements
- Secondary trading of public company "hold period" securities, issued pursuant to a private placement
2. IS TSX PRIVATE MARKETS A "MARKETPLACE"?
No. Although TSX Private Markets facilitates the purchase and sale of exempt market securities, it is not a "marketplace" as defined in National Instrument 21-101 Marketplace Operation.
TSX Private Markets is operated by Shorcan Brokers Limited, an exempt market dealer registered in all Canadian provinces and territories and principally regulated by the Ontario Securities Commission.
3. WHAT TYPES OF COMPANIES CAN BENEFIT FROM TSX PRIVATE MARKETS?
TSX Private Markets permits private and public companies, domestic and international, to use the Platform for capital formation and secondary trading in the exempt market. Private companies may post their offerings on the Platform and TSX Private Markets will also facilitate secondary trading of the company's securities. Public companies may post private placements on the Platform and TSX Private Markets will also facilitate secondary trading of private placements during the four month hold period. To apply for use of the Platform, a company must complete and submit a TSX Private Markets application package.
4. WHAT TYPES OF DEALERS ARE PERMITTED TO ACCESS TSX PRIVATE MARKETS?
Only TSX Private Markets' Approved Participants can access the TSX Private Markets' Platform. IIROC member dealers and exempt market dealers that are domiciled in Canada, as well as other registered firms as defined in National Instrument 31-103 Registration Requirement, Exemptions and Ongoing Registrant Obligations, may apply with TSX Private Markets to become an Approved Participant. There is a comprehensive list of qualification criteria and a scoring system that TSX Private Markets applies to each applicant. The scoring system contemplates criteria such as: registration categories, jurisdiction, number of years in operation, dollar value of completed transactions and number of employees. Applicants who meet a minimum score requirement will be designated as Approved Participants.
While all Approved Participants will be able to view capital formation and secondary market opportunities on the Platform, only IIROC member dealers and exempt market dealers are permitted to transact. Ultimately, all transactions must be made through an Approved Participant who is also an IIROC member dealer or an exempt market dealer.
5. DOES TSX PRIVATE MARKETS REVIEW OFFERINGS, THE COMPANIES AND APPROVED PARTICIPANTS THAT USE THE PLATFORM?
Yes. Companies are reviewed at the point of admission to TSX Private Markets and at the point of offering. The review is not a substitute for investor or Approved Participant due diligence, but rather to assess whether the company is still suitable for the Platform. TSX Private Markets does not provide advice with respect to, or recommend, trades in securities or financial instruments.
6. CAN INDIVIDUAL INVESTORS PARTICIPATE IN TSX PRIVATE MARKETS?
Individuals may participate in TSX Private Markets through an Approved Participant who is also registered as an IIROC member dealer or exempt market dealer. The Approved Participant must also determine that the individual investor meets the requirements of at least one of the applicable exemptions for the relevant securities available under National Instrument 45-106 Prospectus and Registration Exemptions. Individual investors can contact TSX Private Markets to request an introduction to an Approved Participant.
Individual investors may obtain partial access to TSX Private Markets by registering directly on tsxprivatemarkets.com. An individual investor's view will be limited to general company information. Detailed information is only available to Approved Participants.
7. CAN FOREIGN DEALERS AND INVESTORS TRANSACT ON TSX PRIVATE MARKETS?
Foreign dealers and investors may participate in capital formation and/or secondary trading on TSX Private Markets, but must do so through an Approved Participant that is also an IIROC member dealer or exempt market dealer.
8. WHO HAS ACCESS TO THE POSTED COMPANIES' INFORMATION ON THE PLATFORM?
Approved Participants on the Platform will have access to the detailed company information, including tear sheets, offering memoranda, available offerings, secondary market quotes, and other associated documentation posted by the company.
Individual investors and companies can access limited company information and will know if a posted company has a capital formation and/or secondary trading offering available, but will not be able to directly view details of those offerings.