the association of publicly traded companies and dc finance november 8, 2006 “ nyse group - two...

16
The Association of Publicly Traded Companies and DC Finance November 8, 2006 NYSE Group - Two Powerful Listing Choices for Israeli Companies David Griffiths dgriffiths@nyse. com ADD PHOTOS HERE

Upload: alan-greene

Post on 11-Jan-2016

217 views

Category:

Documents


1 download

TRANSCRIPT

Page 1: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

The Association of Publicly Traded Companies and DC FinanceNovember 8, 2006

“NYSE Group - Two Powerful Listing Choices for Israeli Companies ”

David Griffiths

[email protected]

ADD PHOTOS

HERE

Page 2: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

2

Cautionary Note Regarding Forward-Looking Statements

Cautionary Note Regarding Forward-Looking StatementsCertain statements in this article may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.

Page 3: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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.

3.2 3.7 4.36.3

8.9

13.9

8.7

DeutscheBorse

Euronext Nasdaq Tokyo LSE NYSE

Page 4: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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

Page 5: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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, 2006. [Full report available on www.nyse.com.]

U.S. Listing Valuation Premium 1997-2005

Tobin’s Q: Unlisted and Listed non-U.S. companies

0.00.20.40.60.81.01.21.41.61.82.02.22.42.6

1997 1998 1999   2000   2001   2002   2003 2004 2005

Not U.S. Listed U.S. Listed

Page 6: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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.

2001-2005Market Venue for Qualified IPOs

(%)

NYSE Dollars Raised

Nasdaq Dollars Raised9%

91%

Page 7: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

7

Ormat Technologies, Inc.Ormat Technologies, Inc. (NYSE-Listed ORA) celebrated its initial public offering on the NYSE on November 11, 2004.

Alon USAJuly 28, 2005 - The NYSE welcomes Alon USA Energy, Inc. (NYSE-listed ALJ) to the roster of NYSE-listed companies.

Recent Israeli Listings

Delek US Holdings, Inc.Delek US Holdings, Inc. (NYSE-Listed DK) celebrated its initial public offering on the NYSE on May 4, 2006.

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

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

Page 9: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

9

NYSE Group73%

Amex11%

NASDAQ Executed

5%

NASDAQ Internalized

11%

NYSE Group69%

Other2%

NASDAQ Executed

13%

NASDAQ Internalized

16%

NYSE Arca25%

Other4%

NASDAQ Executed

49%

NASDAQ Internalized

22%

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 2006Sources: Nasdaqtrader.com and NYSE Research

NYSE Group

Order Flow Convergence

NYSE Arca

Order Flow Convergence

For the period: September 2006Source: NYSE ResearchNYSE 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

Specialists7%

NYSE Listed NYSE Arca

Deep Liquidity Centralized order flow; 69% average market share through the NYSE Group

Order flow concentration; 73% exclusive listings

Provisional Liquidity Accountable Specialist obligated to make markets Lead Market Maker (LMM) accountable to provide narrow quotes / incentivized to make markets

Investor Access Investor execution choice: sub-second electronic or auction

Sub-second, electronic open access

Price Optimization National 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 Access Specialist 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

Page 10: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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

Page 11: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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.

Page 12: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

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

Page 13: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

13

NYSE Arca Listings Momentum

•Nineteen New Listings Since May 2006

1st IPO – Darwin Professional Underwriters, INC. (DR)

1st Transfer from NASDAQ – BFC Financial Group (BFF)

1st 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.

Page 14: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

14

Media Investor Relations

FPO FO

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

Page 15: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

15

Proposed NYSE Arca Listing Standards*

Requirements Initial Listing Continued Listing

Standard 1 Standard 2 Standard 3 Standard 1 Standard 2

Stockholder’s equity $15 million $30 Million N/A $10 million N/A

Market value of listed securities

N/A N/A $75 million1 N/A $50 million

Income from continuing operations before income taxes (in latest fiscal year or in 2 of last 3 fiscal years)

$1 million N/A N/A N/A N/A

Publicly held shares2 1.1 million 1.1 million 1.1 million 750,000 1.1 million

Market value of publicly held shares

$8 million $18 million $20 million $5 million $15 million

Bid price $5 $5 $5 $1 $1

Shareholders (round lot holders)3

400 400 400 400 400

Operating history 2 years 2 years N/A N/A 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.

Page 16: The Association of Publicly Traded Companies and DC Finance November 8, 2006 “ NYSE Group - Two Powerful Listing Choices for Israeli Companies ” David

16

CRI TERI A REQUI REMENTS WORLDWI DE U.S.

Distribution Round-Lot Holders Public Shares Public Market Value IPOs, Carve-outs & Spin-offs All Other Listings

5,000 2.5 MM

$100 MM

400 1.1 MM

$60 MM

$100 MM

Financials Alternative #1 – I ncome Standard Pre-Tax Income: Aggregate for last 3 years Minimum in each of the 2 most recent years

$100 MM

$25 MM

(2 most recent years must be positive)

$10.0 MM

$ 2.0MM

(All 3 years must be positive)

Alternative #2 – Cash Flow Market Capitalization not less than Revenues (Most recent 12-month period) Aggregate Cash Flow for last 3 years Minimum: Minimum in each of the 2 preceding years

$500 MM $100 MM $100 MM

$25MM (2 most recent years must

be positive)

$500 MM $100 MM $25MM

(All 3 years must be

positive) Alternative #3 - Global Market Capitalization

Market Capitalization (Average of the Last 6 Months or at time of IPO) Revenues (Most recent fiscal year)

$750 MM

$75 MM

$750 MM

$75 MM

Alternative #4 – Affiliated Company For new entities with a Parent* , or affiliated company listed on the NYSE Market Capitalization not less than Public Float

$500 MM $60 MM

$500 MM $60 MM

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)