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Your Guide to Financing Business  

Growth by Selling a Piece of the Pie

 

What's involved in going public; crowdfunding;

employee share ownership plans 

and franchising in Canada

 

Revised 2017-2018 Edition

 

By: Iain Williamson

 

Published July 2017

 

 

ABOUT THIS BOOK

This 2017/2018 edition has undergone a major revision and will be invaluable if you are prepared to sell a portion of the ownership in your business in return for money.

This book shows you how to finance business growth by selling a piece of the pie. Find out what’s involved in selling shares to the public in an Initial Public Offering (IPO). It covers the types of shares that are publicly traded and the preparations for going public.

This book reviews all the Canadian exchanges. It covers the listing requirements for the Toronto Stock Exchange (TSX), the Toronto Venture Exchange (TSXV) and the Canadian Stock Exchange (CSE). It includes a section on private placements and on stock options as they relate to the Toronto Venture Exchange. It also covers London’s Alternative Investment Market (AIM) and listing on the NASDAQ exchange in the U.S. It also points out the advantages together with the disadvantages of being publicly listed.

The chapter on equity crowdfunding has been completely updated to reflect many recent developments together with some of the challenges that face this method of raising money.

Learn how employee share ownership plans work and how they can be used to raise capital; together with the advantages and disadvantages. Find out how some of the provincial governments can help.

Take a look at franchising as a method for financing growth. Consider some of the factors that you will need to take into account.

This book is essential reading if you are an entrepreneur or business owner who wants your company to grow by giving up part of the ownership.

 

Author, Iain Williamson, is an entrepreneur, business consultant and seminar leader. His views have appeared in many newspaper articles. He has also been the guest speaker on a recent CBC Radio phone-in show on starting a business in a recession. In addition, he has appeared on television shows such as: CBC TV’s Venture; TVO’s MoneysWorth, and Canada Tonight of BCTV and CHCH Television.

Iain spent five years as a financial analyst in the stockbrokerage business and knows the underwriting process. For fourteen years he operated his own businesses in importing, high technology and manufacturing. He now operates Entrepreneurial Business Consultants of Canada and also owns a book publishing business. He holds degrees from Oxford University and from St. Andrew’s, Scotland.

 

 

Your Guide to Financing Business Growth by Selling a Piece of the Pie: What's involved in going public; crowdfunding; employee share ownership plans and franchising in Canada: 2017-2018 Edition; by Iain Williamson; 162 pages; softcover; ISBN 978-1-55270-777-0; ISSN 1191-0488; published in July 2017; Canadian $54.95.  

 

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DETAILED CONTENTS

 

Chapter 1 - Introduction

The Concept of Equity

The Importance of Limited Liability

The Publicly Traded Company

Giving up a Piece of the Pie

 

Chapter 2 Going Public: The Initial Public Offering (IPO)

The Meaning of "Going Public"

How Large Does A Company Have to Be to Go Public?

Keen Competition Among the Exchanges

 

Chapter 3 Types of Shares and the Payouts

Common Shares

Board Lots

Splits and Consolidations

What is Going Short?

Unlimited Risk

Liable for Any Dividends Payable

If Shares are "Called"

Short Covering Rallies and a "Short Squeeze"

Are Shares Available to be Borrowed?

Abandonment of the "Uptick" Rule

Banning Short Sales in Parts of Europe

Short Selling by Hedge Funds

Matching Pairs

Net Long/Net Short

Dividends

Dividend Tax Credits

Dividend Payout Ratio

Preferred Shares

Cumulative Preferred Shares

Dividend Re-Investments Plans (DRIPS)

Yields

Preferred Shares with "Re-sets"

Income Unit Trusts

Real Estate Investment Trusts (REITs)

American Depositary Receipts (ADRs)

Master Limited Partnerships (MLPs)

Share Buy-Backs

Warrants

Options

Puts

 

Chapter 4 The Rules of the Game

The Gatekeepers

A Decentralized System of Governance in Canada

The Provincial Securities Commissions

Canadian Securities Administrators (CSA)

The Investment Industry Regulatory Organization of Canada (IIROC)

Quotation and Trade Reporting System (QTRS)

The U.S. Securities and Exchange Commission (SEC)

The UK Financial Services Authority (FSA)

 

Chapter 5 The Underwriting Process

The Sale of Shares

The Underwriter

Selecting an Underwriter

Preparations

The "Due Diligence" Process

Valuation

Management Time Commitment

The Prospectus

Distribution

The Bought Deal

All or Nothing

Best Efforts Basis

Timing of the Issue

The Aftermarket

Time Required to Underwrite an Issue

The Cost of Going Public

Proceeds From the Issue

 

Chapter 6 Stock Exchanges

Restructuring of the Canadian Exchanges

The Toronto Stock Exchange (TSX)

The TSX Venture Exchange (TSXV)

Ways to List on the TSX Venture Exchange (TSXV)

Private Placements on the TSX Venture Exchange

Policy 4.1

Challenges Presented by Policy 4.1

Stock Options on the TSX Venture Exchange

NEX: A Separate Board of TSX Venture Exchange

Canadian Securities Exchange (CSE)

Alternative Trading Systems (ATSs)

Chi-X Canada

CX2

Omega ATS

TriAct Canada Marketplace

Liquidnet Canada

Lynx ATS

Aequitas NEO Exchange

Instinet Canada Cross (ICX)

SIGMA X MTF

CFID/Perimeter Markets Inc.

CanDeal

ICE Futures Canada

Nodal Exchange

EquiLend Canada

Bourse de Montréal Inc

The London Stock Exchange (LSE)

AIM (Alternative Investment Market)

NASDAQ

NYSE

AMEX

Over-the-Counter (OTC) Markets

Inter-listed Stocks

 

Chapter 7 Listing Requirements For the Toronto Exchanges

Listing Requirements for the Toronto Stock Exchange

Listing Requirements for the TSX Venture Exchange

Ways to Become Listed on the CSE

 

Chapter 8 Other Considerations in Going Public

Other Factors

Advantages of Going Public

Disadvantages of Going Public

Costs Associated with Maintaining a Listing

Promoters

The Need for a National Stock Savings Plan

 

Chapter 9 Equity Crowdfunding

What is Crowdfunding?

Where Equity Crowdfunding Fits into the Big Picture

Establish Presence on the Internet: Set up a Website and Add a Video

The American Jumpstart Our Business Startups Act (JOBS Act)

Accredited Investors in the U.S.

Dwindling Number of Accredited Angel Investors in the U.S.

Title II: The Removal of the Gag Has Enabled Crowdfunders to Solicit Accredited Investors

CircleUp

Funders Club

SeedInvest

Realty Mogul

Prodigy Network

Patch Of Land Real Estate Lending Platform

Title III: The Most Momentous Securities Exemption Since 1933

Title III Regulation Crowdfunding Rules

The Desperate Need for Access to Equity Crowdfunding in Canada

Accredited Investors in Canada

Accredited Investor Exemption

Non-Accredited Investor Exemption

Offering Memorandum Exemption

Saskatchewan was the First Province to Adopt an Equity Crowdfunding Exemption

Six Provinces Agreed to Start-up Crowdfunding Exemption Rules

Alberta and Nunavut Go Their Own Ways

The Ontario Securities Commission (OSC) and Crowdfunding Exemptions

Exempt Market Dealer (EMD)

Funding Portals

TSX Private Markets (TSX PM)

It's Not Clear Whether the Secondary Marketplace is Working in Canada

SeedUps Canada

FrontFundr

National Crowdfunding Association of Canada (NCFA Canada)

The Canada Revenue Agency (CRA) Position With Respect to Crowdfunding

Canada's Draconian Anti-Spam Laws Could be a Crowdfunding Killer

The UK's Regulatory Framework

The Brits Drop the Ball

Equity Based Crowdfunding is Growing

CrowdCube

Seedrs.com

Crowdfunding in the UK is Already Providing Badly-Needed Capital for Start-ups and Small Businesses

UK Investment Enterprise Scheme

Tax Credits Could Boost Interest in Crowdfunding

Small Business Failure Rates

Crowdfunding Investors Are at Risk

 

Chapter 10 Employee Share Ownership Plans

A Dream?

Allowed by Securities Acts

How Can ESOPs Help?

Types of ESOPs

Advantages of an ESOP from the Viewpoint of the Business

Disadvantages of an ESOP from the Viewpoint of the Business

Disadvantages of ESOPs from the Employee's Point of View

Points to Consider When Establishing an ESOP

Improved Performance

The ESOP Association of Canada

The ESOP Association

 

Chapter 11 Government Encouragement for ESOPs

Background

Saskatchewan Employee Investment Program

British Columbia's Employee Share Ownership Program (ESOP)

 

Chapter 12 Franchising as a Method of Financing Growth

What is Franchising?

Franchising as a Method of Financing Growth

Planning for Franchising

Marketing of the Franchise

Selecting Franchisees

 

Chapter 13 Some Factors to Consider in Franchising

Some Factors that Have to be Examined

The Logo and Image

Location and Territory

Equipment and/or Premises

Training

Operating Procedures

Supplies

Accounting and Business Controls

Advertising

Quality Control

Tax Considerations

The Franchise Contract

Advisory Councils

Franchising and the Law

 

Chapter 14 Is Franchising for You?

Is Your Business Franchisable?

More Information

 

Chapter 15 Self-Financing and Financing From the Public & Private Sectors

Self-Financing and Preparations

You Have to Prepare Yourself

Ways to Raise Venture Capital

Ways to Raise Debt Financing for Your Business

Government Financing

Export Financing

Further Information

 

 

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