TSX GROUP Israel 2008 © 2008 TSX Inc. All rights reserved. Do not copy, distribute or modify this document without TSX Inc.’s prior written consent. Providing.

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Presentation transcript:

TSX GROUP Israel 2008 © 2008 TSX Inc. All rights reserved. Do not copy, distribute or modify this document without TSX Inc.’s prior written consent. Providing Access to North American Capital for Growth-Orientated Israeli Companies Raymond D. King Senior Manager, Global Diversified Industries – Listings Business Development Toronto Stock Exchange & TSX Venture Exchange

2 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.

3 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 Discussion Outline

4 Pink sheets OTC BB NASDAQ NYSE No listing standards Senior listing standards Disclosure rules Junior listing standards North American Stock Markets Continuum TSX CNQ

5 Access to Capital Size Large Peer Group TSX Group is 2 nd in the world and 1 st 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 Source: World Federation of Stock Exchanges TSX Group is 3 rd in North America and 7 th 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 TSX Group’s equity exchanges are among the best markets in the world for raising public equity capital 7 th in the world in 2007 Source: World Federation of Stock Exchanges By total dollar amount raised Unless noted, all stats are as at December 31, 2007 Market Performance S&P/TSX Indices Outperform Source: Bloomberg Total Cumulative Return Sept to Sept TSX Group is a world leading marketplace

6 2,176 companies 72 companies graduated to senior market in companies graduated to senior market in ,613 companies TSX Venture Exchange Access to capital for earlier stage companies or smaller financings 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 101 year history Toronto Stock Exchange Senior market for well established businesses and management teams with experience in public markets Access to larger and more international institutional investors and greater analyst coverage Globally visible specialized indices 155 year history *As at 31 December 2007 (excludes NEX) Total of 3,738 listed companies* TSX Group serves companies at different stages of development, and…

7 Market Capitalization (C$MM) As at 31 December 2007 Toronto Stock Exchange: 1,613 issuers, Market Cap = $2.09 Trillion TSX Venture Exchange: 2,176 issuers, Market Cap = $58.1 Billion …TSX Group of exchanges support companies at ALL stages of their growth

8 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 Source: Hoovers IPO Central

9 TSX Group: Providing Access to Capital Through Equity Financing Equity Financing on TSX and TSX Venture Exchange (C$ Billions) $40.0 $49.7 $50.7 $52.2 $58.8

10 Total Going Public Activity: TSX and TSX Venture Exchange *Going Public Activity includes RTOs and QTs on TSX Venture Exchange

11 TSX and TSX Venture Exchange have had consistent growth in liquidity Billions of Shares 5-Year CAGR 14.7% 2007 Volume up 17% vs Toronto Stock Exchange Volume of Shares Traded Toronto Stock Exchange Volume of Shares Traded Billions of Shares 5-Year CAGR 41.0% 2007 Volume up 42% vs TSX Venture Exchange Volume of Shares Traded TSX Venture Exchange Volume of Shares Traded

12 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

13 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 Discussion Outline

14 TSX Group International Business Development Markets INDIA Diversified CHINA All Sectors AUSTRALIA Mining/Energy/ Industrials AFRICA Mining USA All Sectors SOUTH AMERICA Mining/Energy/ Industrials ISRAEL Tech/ Industrial Pilot marketExpand activities Research market UK/EU Mining/Energy/ Cleantech RUSSIA * Mining/Energy

15 Offering Size – Israeli Companies Perspective TSX, NASDAQ and AIM Overview Average Size of Israeli Companies Offering by Market (2004 – 2006) 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). Potential TSX Offering

16 TSX Group International Listings As of December 31, 2007 Toronto Stock Exchange 146 international listings with QMV=$197.6 Billion 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

17 TSX Group International New Listings by Country TSX Group’s new international listings TSX Group New International Listings by Sector 2007 Total = 49 * Other includes Bermuda, Barbados, British West Indies, Channel Islands and Guernsey 49 15

18 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 Discussion Outline

19 Project / Idea R&D or Prototype CommercialStageStableProduction OperatingHistory Pink Sheets/OTCbb TSX Venture Candidates TSX Candidates NASDAQ Candidates AIM Candidates TSX Group exchanges are designed for companies at all stages of growth Venture CapitalistsAngelsFounders, Family/Friends Private Equity Candidates

20 Market Comparison: TSX, Nasdaq, AIM Market Data for 2007 (C$) As at December 31, 2007 *Nasdaq information not available. **Nasdaq information does not include secondary financings

21 TSX surpassed AIM by total equity capital raised, quoted market value and value traded Source: TSX, LSE and AIM (TSX analysis of public information)

Source: TSX, LSE and AIM (TSX analysis of public information) 2006 TSX Group continued to outperform AIM in the mining sector – # of issuers, new listings, and equity financing

Source: TSX, LSE and AIM (TSX analysis of public information) 2006 TSX Group dominated oil and gas sector in # of issuers and equity financing

24 TSX Group Tech Sector: Going Head-to-Head with AIM Source: TSX, AIM (TSX analysis of public information)

25 TSX Group Life Sciences Sector: Going Head- to-Head with AIM Source: TSX, AIM (TSX analysis of public information)

26 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 Discussion Outline

27 Market Overview * Includes IPOs, CPCs, RTOs, QTs, TSX comedowns and Other 2006 YTD Dec2007 YTD Dec% Change Listed Companies 2,0802,176+5% Total Market Cap $54.9 B$58.1 B+6% Median Market Cap $8.2 M$8.1 M-1% Average Market Cap $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% Graduates 67 to TSX72 to TSX+7%

28 Trading Source: TSX Venture Review

29 TSX Venture: Financings by Type Initial Public Offering Public Company Private Placement Public Offering

30 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 Discussion Outline

31 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)

32 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

33 Lower cost to list on TSX: Original Listing Fee Comparison * Proposed

34 Competitive sustaining fees on TSX *Proposed

35 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

36 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 Discussion Outline

37 TSX Business Development Team NAMEPOSITION/SECTORNUMBER Janis KoyanagiDirector, TSX - International Development & Delilah PanioDirector, TSXV – US Development & Raymond KingSenior Manager – Global Diversified Greg FerronSenior Manager – Global Susan McLeanSenior Manager – Global Cleantech & Structured Financial Christa DewarSenior Manager – US Business Development TBDSenior Manager – Global Energy/South Gina PappanoSenior Manager – Market Annie TaoManager – China Business

38 Raymond D. King Senior Manager, Global Diversified Industrials – Listings Business Development Toronto Stock Exchange & TSX Venture Exchange Contact Information

39 Appendix A – Listing Requirements

40 CriteriaSeniorProfitable Forecasting Profit R&DTech Public Distribution # shareholders Public float -shares Public float - $ Total market value Financial Requirements Net tangible assets Pre-tax earnings Pre-tax cash flow Cash in treasury 2 Sufficient funds 3 Working capital Capital structure Other Criteria Product/service Operating history million $4 million N/A $7.5 million $300K $700/$500 N/A Adequate million $4 million N/A $2 million $200K $500 N/A Adequate million $4 million N/A $7.5 million $300K 1 $500 1 N/A Adequate million $4 million N/A $12 million 2 years 3 Adequate Ability to commercialize 2 years million $10 million $50 million N/A $10 million 1 year 3 Adequate Advanced stage 1 forecast for current or next fiscal year 2 raised via prospectus 3 funds to cover expenses, R&D, and capex Toronto Stock Exchange Listing Criteria Listing Criteria for Industrial Companies

41 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 Why List on TSX Venture Exchange

42 TSX Venture Exchange Listing Requirements Tier 1: Technology or Industrial Category 1Category 2Category 3 Net Tangible Assets (incl. IPO $) $1 M$5 MN/A Earnings Before Tax$100,000N/A$200,000 Working Capital18 mos18 mos + $100K 18 mos Publicly Held Shares1 M Public Market Capitalization$1 M Number of Shareholders200 Percentage Held by Public20% *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.

43 TSX Venture Exchange Listing Requirements Tier 2: Technology or Industrial Category 1Category 2 Net Tangible Assets (incl. IPO $)$500,000$750,000 Earnings Before Tax$50,000N/A Prior Expenditures or RevenueN/A$250,000 Working Capital12 mos12 mos + $100K OtherN/ASufficient testing to show commercial viability Minimum IPO Price$0.15 Publicly Held Shares500,000 Number of Shareholders200 Percentage Held by Public20%