In efforts to facilitate access to capital for emerging companies, the TMX Group has now launched TSX Private Markets, a new business designed to support efficient capital raising and secondary trading within Canada's exempt market. This new service is designed provide (1) enhanced access to capital for private and public issuers, and (2) exempt market liquidity for approved dealers and their accredited investors.
What is TSX Private Markets?
The initial phase of the TSX Private Markets offering encompasses a dealer-to-dealer voice-brokered service complemented by an informational website (tsxprivatemarkets.com) (the “Platform”). TSX Private Markets can enable:
- Exempt market capital raising for domestic and international private and public companies
- Secondary trading of public company "hold period" securities, issued pursuant to a private placement
- Secondary trading of exempt market securities (including various categories of debt and equity)
How does a Company Get Access to TSX Private Markets?
To apply for use of the Platform, a company must complete and submit a TSX Private Markets application package. Once approved, the company's posting will be accessible by “Approved Participants” through the website.
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.
A private company that wishes to post a capital formation offering on TSX Private Markets must first obtain the sponsorship of an Approved Participant who is registered either as an IIROC member dealer or exempt market dealer in the applicable Canadian jurisdictions, and whose registration is in good standing.
How does an Individual Investor Get Access to TSX Private Markets?
Individual investors can get partial access to TSX Private Markets by registering directly on tsxprivatemarkets.com. An individual investor’s view will be limited to general company information and they will be able to see 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.
Ultimately, all transactions, including transactions by individual investors, must be made 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.
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.