The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David.

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Presentation transcript:

The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David Griffiths ADD PHOTOS HERE

2 Cautionary Note Regarding Forward- Looking Statements Certain statements in this article may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of These statements are based on NYSE Group’s current expectations and involve risks and uncertainties that could cause NYSE Group’s actual results to differ materially from those set forth in the statements. There can be no assurance that such expectations will prove to be correct. Actual results may differ materially from those expressed or implied in the forward-looking statements. Factors that could cause NYSE Group’s results to differ materially from current expectations include, but are not limited to: NYSE Group’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Group’s Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Group that the projections will prove to be correct. NYSE Group undertakes no obligation to release any revisions to any forward-looking statements.

3 The NYSE is the World's Largest and Most Global Equity Market The NYSE’s listed companies represent a combined total global market valuation of approximately $22.6 trillion*. MARKET CAPITALIZATION (in USD $ Trillions) Domestic NYSE Non-U.S. NYSE *Domestic and international market capitalizations. NYSE international figure excludes domestic companies listed on Euronext ($0.6B), and Euronext international figures excludes domestic and foreign companies listed on the NYSE. Source: World Federation of Exchanges, Reuters, Bloomberg and NYSE Group as of June 2006.

4 Advantages of a NYSE Listed IPO Maximises Accessible Global Demand Compared to Other Listings/144A Facilitates improved valuation Accesses the world’s largest equity capital pool NYSE has highly competitive costs and unsurpassed trading quality Maximises reputation and credibility US GAAP and SEC filing facilitates research comparisons and maximises transparency Immediate access to a US acquisition currency

5 Sustained Valuation Premium for U.S. Listed Companies *Andrew Karolyi, Charles R. Webb Professor of Finance, Fisher College of Business, The Ohio State University and Craig Doidge, Assistant Professor of Finance, Rotman School of Management, University of Toronto; “The Valuation Premium for Non-US Stocks Listed in US Markets”, October 6, [Full report available on U.S. Listing Valuation Premium

6 NYSE is the Market of Choice for US IPO’s By delivering value to companies, the NYSE has consistently attracted in excess of 90% of qualified IPO proceeds. Reflects domestic qualified IPO activity. Source: NYSE Data, ILX and Commscan Equidesk, excludes closed-end funds Market Venue for Qualified IPOs (%) NYSE Dollars Raised Nasdaq Dollars Raised

7 Ormat Technologies, Inc. Ormat Technologies, Inc. (NYSE- Listed ORA) celebrated its initial public offering on the NYSE on November 11, Alon USA July 28, The NYSE welcomes Alon USA Energy, Inc. (NYSE-listed ALJ) to the roster of NYSE-listed companies. Recent Israeli Listings Delek US Holdings, Inc. (NYSE-Listed DK) celebrated its initial public offering on the NYSE on May 4, 2006.

8 NYSE Group Value Proposition  Deep, liquid markets with provisional liquidity of Lead Market Maker  Optimal model for price discovery and best price for investors  Superior market quality for transfers and IPO’s  Consistently trades approximately 20% of the volume in Nasdaq listed stocks Market Quality Global Brand Awareness  NYSE Group co-branding  Global visibility, tailored to targeted constituents: investors, analysts, consumers, partners  Multi-media delivery: broadcast, web, print Valuable Shareholder Management Tools / Service Portfolio  Specialist/Lead Market Maker insight into trading behavior  Comprehensive trading data representing material percent of volume  Investor relations and governance internet tools  Dedicated client service team Superior market quality, global brand visibility, and a rich portfolio of services.  Seamless evolution from NYSE Arca to NYSE listing for qualified companies  Original listing fees waived for transfer Partners in Growth

9 Superior Market Model The NYSE Group’s market platforms share similar attributes, affording superior trading quality over competitor models. Nasdaq Order Flow Fragmentation (Google, Inc.) For the period: September 2006 Sources: Nasdaqtrader.com and NYSE Research NYSE Group Order Flow Convergence NYSE Arca Order Flow Convergence For the period: September 2006 Source: NYSE Research NYSE Arca Listed Companies with LMM: American Dairy Inc. (ADY); BFC Financial Corp. (BFF); Darwin Professional Underwriters Inc. (DR); Raser Technologies Inc. (RZ) For the period: September 2006 Source: Nasdaqtrader.com and NYSE Research Specialists 7% NYSE Listed NYSE Arca Deep LiquidityCentralized order flow; 69% average market share through the NYSE Group Order flow concentration; 73% exclusive listings Provisional LiquidityAccountable Specialist obligated to make marketsLead Market Maker (LMM) accountable to provide narrow quotes / incentivized to make markets Investor AccessInvestor execution choice: sub-second electronic or auction Sub-second, electronic open access Price OptimizationNational Best Bid/Offer: 89% through the NYSE Group; price improvement in auction Smart routing to best price; price-time priority; price improvement via LMM Information AccessSpecialist insights; proprietary web-based data tools reflecting virtually all order flow LMM insights; proprietary web-based data tools reflecting real time book and material order flow

10 Companies that do not qualify for either platform NYSE Arca enables the NYSE Group to expand its reach to more quality companies. NYSE Listing  Market & Global Leaders  Proven growth and/or sustainable business models  Global market cap: $22.9 tn  Median market cap of listed companies: $2 bn  Median IPO market cap: $725 mm NYSE Arca Listing  Market leaders (niche players)  Early to mature business models  Growth companies  Companies not yet qualifying NYSE  Market Value Publicly Held Shares > $8 mm Other NYSE Group Aims to List the Broadest Spectrum of Quality Issuers

11 NYSE Arca – An Exciting New Listing Alternative for Israeli Companies Combines speed benefits of fully electronic platform with price/liquidity benefits of the auction market. Key advantages over competing exchanges:- NYSE Arca is the first open, all-electronic stock exchange in the United States, addressing investor appetite for speed, certainty and anonymity. Highly liquid; Trades >800mm shares each day on average; Over 630 active broker dealers; trades 21% volume of Nasdaq stocks. Embodies NYSE strength in centralising orders, deepening liquidity and lowering costs “Lead Market Maker” responsible for maintaining tight & continuous 2-sided quote; provides price- improvement opportunity; dampens volatility; lowers all-in trading costs. Optimal method for price discovery and best price for investors Innovative shareholder management tools, information and services, and superb visibility opportunities A NYSE Arca listing carries the strength of the NYSE brand.

12 Lead Market Maker (LMM) Role:  Single point of contact for issuers provides valuable market insight  Required to maintain a tight and continuous two-sided quote Market Efficiency offers potential to:  Improve quality of executions for all participants --- price improvement  Reduce spreads and volatility  Ensure price competition for optimal execution LMM Selection Process:  Market quality determines eligibility  Issuer makes final choice Lead Market Maker Commitment

13 NYSE Arca Listings Momentum Nineteen New Listings Since May 2006  1 st IPO – Darwin Professional Underwriters, INC. (DR)  1 st Transfer from NASDAQ – BFC Financial Group (BFF)  1 st Transfer from AMEX – Evergreen Energy, INC (EEE) NYSE ARCA is delivering superior liquidity and price-setting, and lower trading costs and volatility, for these companies, compared to that provided to their peers in other markets, or before their transfer.

14 Media Investor Relations FPOFO Advertising FO NYSE Arca's Unmatched Resources We invite your company to join NYSE Arca, a market that is setting the standard and leading the way for innovative growth companies. Offering a balance of unique market structure, global presence and a level of partnership and customized services unmatched in the capital markets, NYSE Arca is delivering superior opportunities and value for companies and their shareholders. It’s time to experience NYSE Arca. Partners in Growth Online Visibility

15 Proposed NYSE Arca Listing Standards* RequirementsInitial ListingContinued Listing Standard 1Standard 2Standard 3Standard 1Standard 2 Stockholder’s equity$15 million$30 MillionN/A$10 millionN/A Market value of listed securities N/A $75 million 1 N/A$50 million Income from continuing operations before income taxes (in latest fiscal year or in 2 of last 3 fiscal years) $1 millionN/A Publicly held shares million 750, million Market value of publicly held shares $8 million$18 million$20 million$5 million$15 million Bid price$5 $1 Shareholders (round lot holders) Operating history2 years N/A * Subject to SEC Approval 1.Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the market value of listed securities requirement of Standard 3 must meet the market value of listed securities and the bid price requirements for 90 consecutive days prior to applying for listing. 2.Publicly held shares is defined as total shares outstanding, less any shares held by officers, directors or beneficial owners of 10% or more. 3.Round lot holders are shareholders of 100 shares or more.

16 Parent, or affiliated, company must be in good standing and retain control, or be under common control, with the new entity. “Control” is defined as the ability to exercise, directly or indirectly, 20% or more of the new entity’s voting stock. NYSE Listing Standards (Non-US Companies may use EITHER the Worldwide or the Domestic Standards)