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2016 REPORT<br />

The Alberta<br />

<strong>Capital</strong> <strong>Market</strong><br />

MAY 2016


TABLE OF CONTENTS<br />

1. Executive Summary 1<br />

2. Listed Issuer <strong>Market</strong>s 5<br />

Listed Reporting Issuers 5<br />

Foreign Reporting Issuers 14<br />

Focus on Listed Reporting Issuers Principally Regulated in Alberta 16<br />

Analysis of Financings 20<br />

3. Prospectus-Exempt <strong>Market</strong>s 23<br />

Issuers in the Prospectus-Exempt <strong>Market</strong> 23<br />

Prospectus-Exempt Financings by Alberta Issuers 25<br />

Investments in the Prospectus-Exempt <strong>Market</strong> by Albertans 29<br />

4. Registration 34<br />

5. Energy <strong>Market</strong>s 36<br />

6. Appendix: Methodology 37<br />

Listed Issuer <strong>Market</strong>s 37


ABOUT THIS REPORT EXECUTIVE SUMMARY<br />

1. Executive Summary<br />

About this Report<br />

The Alberta <strong>Capital</strong> <strong>Market</strong> Report is an annual publication by the Alberta Securities Commission (ASC) that<br />

provides a descriptive analysis of the Alberta capital market in relation to other major Canadian capital markets.<br />

The report offers market context for ASC staff, market participants, and the general public. It includes analysis of<br />

both publicly-available and regulatory data, such as prospectus-exempt financings and Alberta registrants. The<br />

report draws on information from ASC records, the TMX Group Limited (TMX), the System of Electronic Document<br />

Analysis and Retrieval (SEDAR), and Bloomberg Finance L.P. (a financial information service). Combining these<br />

sources allow analysis of:<br />

• all listed reporting issuers 1 (RIs) on the basis of principal regulator 2 (PR);<br />

• prospectus and prospectus-exempt financings;<br />

• the Alberta registrant community; and<br />

• energy commodity contracts transacted in Alberta.<br />

The Appendix outlines the methodology used to assemble the combined data of reporting issuers.<br />

Alberta Issuers<br />

Alberta-based issuers experienced the effects of low commodity prices in 2015, generally resulting in lower total<br />

market capitalization and financings. Chart 1 shows the number of active Alberta PR reporting issuers listed<br />

on an exchange, which would be considered by many investors to be the “public market.” In 2015, the ASC had<br />

primary regulatory responsibility for 531 such issuers 3 . Alberta PR reporting issuers represented 14 per cent of<br />

the total 3,858 reporting issuers in Alberta listed on at least one exchange, with a total market capitalization of<br />

$668 billion or 21 per cent of all reporting issuers in Canada. The market capitalization of all listed Alberta PR<br />

issuers declined 19 per cent during the year, although of these issuers, the domestic issuers with Alberta as<br />

PR declined 25 per cent in 2015. Oil and Gas Issuers remained the largest industry in Alberta, with a combined<br />

market capitalization of $372 billion, which was nearly three times large than the next largest industry, Utilities<br />

and Pipelines at $128 billion.<br />

1<br />

References in this report to reporting issuers means reporting issuers that report in Alberta. There are several ways that an issuer may be a “reporting<br />

issuer” as defined in the Securities Act (Alberta), under section 1 (ccc). Reporting issuers are not required to have listed securities, although reporting<br />

issuers typically do have one or more securities listed on at least one exchange. In addition, issuers are not required to report in all jurisdictions.<br />

2<br />

An issuer’s “principal regulator” is the securities regulatory authority or regulator as determined in Multilateral Instrument 11-102 Passport System.<br />

Most often an issuer’s PR is the securities regulatory authority or regulator of the province or territory in which the issuer has its head office (or for<br />

investment funds in which the investment fund manager has its head office), or to which it has the most significant connection.<br />

3<br />

Unlisted reporting issuers (128 with Alberta PR at December 31, 2015) have not been included because they are not part of the public market and<br />

their market capitalization cannot be determined. However, unlisted issuers raising funds under a reportable prospectus exemption have been<br />

included in the analysis of the prospectus-exempt market. Listed reporting issuers that were cease traded, and therefore not available to be traded,<br />

have also been excluded.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

1


EXECUTIVE SUMMARY ABOUT THIS REPORT<br />

2011 2012 2013 2014 2015<br />

Chart 1: Number of Alberta Issuers<br />

AB PR Listed Reporting Issuers<br />

800<br />

715<br />

693<br />

AB non-RI Distributing in Prospectus-Exempt <strong>Market</strong><br />

656<br />

606<br />

600<br />

563<br />

484<br />

493<br />

508<br />

531<br />

Number of Issuers<br />

400<br />

383<br />

200<br />

0<br />

Chart 1 also illustrates the number of non-reporting (and unlisted) issuers headquartered in Alberta that actively<br />

raised capital under an available prospectus exemption during the year. Many investors would refer to this as the<br />

“prospectus-exempt market” or “private market.” In 2015, there were at least 383 Alberta-based, non-reporting<br />

issuers active in the prospectus-exempt market 4 . Also note that listed reporting issuers regularly access capital<br />

through the prospectus-exempt market. Of the 531 Alberta PR reporting issuers, 121 were active in the exempt<br />

market. In 2015, there were a total of 914 active issuers in the Alberta market (either listed on an exchange or<br />

raising capital in the exempt market) under the jurisdiction of the ASC, down from 18 per cent from 1,114 in<br />

2014. The general decline over the last five years in the number of active Alberta issuers, could be due to a<br />

variety of reasons, including consolidation among listed issuers, take-overs by foreign entities, or going-private<br />

transactions, in which cases the issuer may cease to be a reporting issuer. Consolidation may be reflected in the<br />

average market capitalization of Alberta PR reporting issuers, which was $1,257 million in 2015, down a more<br />

modest 7.8 per cent (compared with the decline in market capitalization) from $1,363 million in 2014.<br />

The effects of commodity prices (more correctly, commodity price expectations) were also reflected in financings<br />

generally for Alberta issuers. There are numerous ways that issuers may raise capital from investors, including<br />

through a prospectus or an available prospectus exemption. For example, prospectuses may be for initial<br />

public offerings (IPOs) or subsequent financings for issuers already listed on an exchange, and there are many<br />

prospectus exemptions such as the frequently used accredited investor exemption 5 . As shown in Chart 2, Alberta<br />

issuers raised $19.3 billion in 2015, which was down 35 per cent from $29.6 billion in 2014. The chart shows<br />

that Alberta PR reporting issuers listed on the TSX or TSXV raised $11.3 billion in 2015 (excluding “private<br />

placements” of listed securities to avoid double counting of the prospectus-exempt financings which would<br />

be reported to the ASC). The chart also shows the total capital raised by Alberta-based issuers in the exempt<br />

market (whether listed or unlisted) was $8.0 billion in 2015. It is important to note this total is not complete as<br />

investment fund issuers that raised capital via exempt distributions in 2014 may report any time up to 30 days<br />

following the its fiscal year-end 6 .<br />

4<br />

Non-reporting issuers do not have a “principal regulator.” Thus, this report used the location of the issuer’s head office, as identified on regulatory filings.<br />

5<br />

See National Instrument 45-106 Prospectus Exemptions for the most commonly available exemptions.<br />

6<br />

On April 7, 2016 the ASC published amendments to National Instrument 45-106 Prospectus Exemptions, which will change the reporting requirement for<br />

investment funds to any time up to 30 days following December 31 each year. The amendments come into force June 30, 2016.<br />

2 ALBERTA SECURITIES COMMISSION


ABOUT THIS REPORT EXECUTIVE SUMMARY<br />

Chart 2: Total Financings by Alberta Issuers, Reporting and Prospectus Exempt<br />

30<br />

Alberta Issuers - Prospectus Exempt<br />

27.2B 27.6B<br />

Alberta PR Issuers on TSX and TSXV<br />

29.6B<br />

Total Financings ($ Billions)<br />

20<br />

10<br />

13.2B 13.9B<br />

14.0B 13.7B<br />

21.3B<br />

10.8B<br />

10.6B<br />

13.1B<br />

16.5B<br />

19.3B<br />

8.0B<br />

11.3B<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 3 considers financings by Oil and Gas issuers specifically. Total financings in 2015 in the prospectusexempt<br />

market and the listed market by Alberta issuers totaled $13.3 billion, down 25 per cent from<br />

$17.8 billion in 2014. The decline was similar in both markets, with the prospectus-exempt financings down<br />

27 per cent and prospectus-based financings down 24 per cent. However, it is worth noting that financings in<br />

2015 by Oil and Gas issuers were 40 per cent greater than in 2013, when financings totaled $9.5 billion.<br />

Chart 3: Total Oil and Gas Financings by Alberta Issuers, Reporting and Prospectus Exempt<br />

20<br />

17.3B<br />

Alberta Issuers - Prospectus Exempt<br />

Alberta PR Issuers on TSX and TSXV<br />

17.8B<br />

Total Financings ($ Billions)<br />

15<br />

10<br />

5<br />

0<br />

15.5B<br />

8.1B<br />

8.2B<br />

13.3B<br />

7.9B<br />

9.5B<br />

6.0B<br />

5.4B<br />

9.2B<br />

9.7B<br />

7.7B<br />

7.4B<br />

4.1B<br />

2011 2012 2013 2014 2015<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

3


EXECUTIVE SUMMARY ABOUT THIS REPORT<br />

Alberta Registrants<br />

In general, market participants that are in the business of trading or advising in securities or managing<br />

investment funds are subject to the registration requirement. Firms are usually principally regulated by the<br />

securities regulatory authority in the jurisdiction where the firm’s head office is located, similar to the principal<br />

regulator concept for reporting issuers. As of the date of this report, there were 124 firms principally regulated<br />

by the ASC, the same as in 2015. Of these firms, 55 were registered in one category, 20 registered in two<br />

categories and 49 in three categories. The most common category of registration was Investment Fund Manager,<br />

with 69 firms, followed by the Exempt <strong>Market</strong> Dealer Category with 68 firms, the Portfolio Manager category<br />

with 49 firms registered, the Restricted Portfolio Manager category with 34 firms and six firms registered in the<br />

Mutual Fund Dealer category.<br />

Energy <strong>Market</strong>s<br />

The Oil and Gas industry (56 per cent) and related Utilities and Pipelines industry (19 per cent) accounted for<br />

75 per cent of the market capitalization of Alberta PR issuers. The number of issuers in the Oil and Gas industry<br />

represented 49 per cent and related Utilities and Pipelines 2.4 per cent of the total number of Alberta PR<br />

issuers. These proportions were smaller than 2014 when the Oil and Gas industry accounted for 59 per cent of<br />

the market capitalization of Alberta PR issuers and the Utilities and Pipelines industry accounted for 20 per cent,<br />

or 79 per cent combined. However, the proportion of the number of issuers was similar to 2014, with the Oil and<br />

Gas industry making up 50 per cent of all Alberta PR issuers and Utilities and Pipelines account for 2.5 per cent.<br />

In Alberta, there is an active energy trading market. As an indication of this activity, the total energy contracts<br />

transacted on NGX (Natural Gas Exchange Inc., part of the TMX Group Limited) in 2015 was 12,361 PJ<br />

(petajoules), down 2.7 per cent from 12,705 PJ in 2014. (Note, this decline was considerably less than the<br />

decline in market capitalization or financing activity of Oil and Gas issuers. This is because the trading of<br />

contracts by Oil and Gas issuers is related more to oil and gas production, which increased by about four per<br />

cent in 2015, based on National Energy Board statistics.) The bulk of trading continued to be Physical Canadian<br />

Natural Gas (contracts with physical settlement), which accounted for 89 per cent of total trading on NGX in<br />

2015. The second largest volume of trading was in Physical U.S. Natural Gas at 6.5 per cent of the total.<br />

4 ALBERTA SECURITIES COMMISSION


LISTED REPORTING ISSUERS LISTED ISSUER MARKETS<br />

2. Listed Issuer <strong>Market</strong>s<br />

This section provides a comparative analysis of the number and size of the listed reporting issuers in Canada<br />

and financings in the public market. The analysis includes all issuers listed on the TSX and TSXV, as well as<br />

issuers listed on other exchanges that are reporting issuers 7 in Alberta. The information was based on data<br />

from the TMX, supplemented with data from the ASC, SEDAR, and Bloomberg. Creating more a comprehensive<br />

dataset required some assumptions, such as industry classifications, which are discussed where relevant. The<br />

report’s Appendix contains technical details on methodology and some analysis of the assumptions made. All<br />

data is based on calendar year-end and monetary amounts originally in a foreign currency were converted to<br />

Canadian dollars based on the prevailing spot foreign exchange rate as of December 31, 2015.<br />

Listed Reporting Issuers<br />

Chart 4: Number of Listed Reporting Issuers, by PR<br />

4,000<br />

4,190<br />

715<br />

17%<br />

4,264<br />

693<br />

16%<br />

4,146<br />

656<br />

16%<br />

4,022<br />

606<br />

15%<br />

3,858<br />

531<br />

14%<br />

AB<br />

BC<br />

ON<br />

QC<br />

Other<br />

Number of Issuers<br />

3,000<br />

2,000<br />

1,648<br />

39%<br />

1,694<br />

40%<br />

1,656<br />

40%<br />

1,581<br />

39%<br />

1,502<br />

39%<br />

1,000<br />

1,421<br />

34%<br />

1,471<br />

34%<br />

1,455<br />

35%<br />

1,492<br />

37%<br />

1,445<br />

37%<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 4 shows the number of listed reporting issuers over the last five calendar years, with a breakdown by the<br />

largest four PRs – Alberta, British Columbia, Ontario, and Québec – and the remaining Canadian jurisdictions<br />

grouped into Other. In 2015, 531 reporting issuers had an Alberta PR, which represented 14 per cent of the total<br />

3,858 listed reporting issuers. This proportion exhibited a decline from a five-year high of 17 per cent in 2011.<br />

British Columbia continued to have the greatest number of listed reporting issuers, as in each of the past five<br />

years, with 1,502 issuers (39 per cent). By comparison, Ontario had 1,445 issuers (37 per cent) and Québec<br />

had 237 issuers (6.1 per cent).<br />

Also noteworthy in Chart 4 is that the number of reporting issuers in Canada has declined each year since 2012,<br />

including by 4.1 per cent in 2015. The number of Alberta PR issuers declined more rapidly than the average in<br />

each of the last two years, including a 5.0 per cent decline in 2015.<br />

7<br />

See footnote 1.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

5


LISTED ISSUER MARKETS LISTED REPORTING ISSUERS<br />

Chart 5: <strong>Market</strong> <strong>Capital</strong>ization at December 31 of Listed Reporting Issuers, by PR<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

3,000<br />

2,000<br />

1,000<br />

2,607B<br />

730B<br />

28%<br />

1,163B<br />

45%<br />

2,723B<br />

758B<br />

28%<br />

1,235B<br />

45%<br />

3,095B<br />

889B<br />

29%<br />

1,426B<br />

46%<br />

3,278B<br />

826B<br />

25%<br />

1,570B<br />

48%<br />

3,149B<br />

668B<br />

21%<br />

1,635B<br />

52%<br />

AB<br />

BC<br />

ON<br />

QC<br />

Other<br />

0<br />

357B<br />

13%<br />

463B<br />

15%<br />

564B<br />

17%<br />

562B<br />

18%<br />

2011 2012 2013 2014 2015<br />

Chart 5 shows that the market capitalization of all listed reporting issuers in Canada (including foreignbased<br />

issuers) decreased slightly (3.9 per cent) in 2015 to $3,149 billion from $3,278 billion in 2014. The<br />

market capitalization of listed reporting issuers with a Canadian head office declined 8.0 per cent in 2015<br />

to $2,222 billion from $2,414 billion; this more significant decrease was offset by an increase in the market<br />

capitalization of Canadian-listed foreign reporting issuers, which increased in market capitalization by<br />

7.3 per cent to $927 billion from $864 billion.<br />

Chart 5 shows that the PR breakdown of reporting issuers by market capitalization was quite different than<br />

by number of PR issuers, as were the changes year-over-year. The market capitalization of Alberta PR issuers<br />

declined the greatest of the four provinces in 2015, influenced by the large proportion of Oil and Gas issuers in<br />

the province. Alberta PR issuers had a total market capitalization of $668 billion at the end of 2015 (21 per cent<br />

of the total), down 19 per cent from $826 billion in 2014 (25 per cent of the total). At the end of 2015, reporting<br />

issuers with Ontario PR represented $1,635 billion, or 52 per cent of the total market. Ontario PR listed issuers<br />

were the only group of issuers in Chart 5 to increase in market capitalization, from $1,570 billion in 2014, or up<br />

4.1 per cent. While there were almost as many British Columbia PR issuers as Ontario PR issuers in 2015, as<br />

shown previously in Chart 4, the total market capitalization of British Columbia PR issuers was only $162 billion<br />

(5.1 per cent), down 17.3 per cent from $196 billion in 2014. Québec PR issuers represented $562 billion<br />

(18 per cent) of the total, and comparable to $564 billion reported in 2014 (18 per cent).<br />

6 ALBERTA SECURITIES COMMISSION


LISTED REPORTING ISSUERS LISTED ISSUER MARKETS<br />

Chart 6: Average <strong>Market</strong> <strong>Capital</strong>ization of Reporting Issuers, by PR<br />

Average <strong>Market</strong> <strong>Capital</strong>ization ($ Millions)<br />

2,500<br />

2,000<br />

1,500<br />

1,000<br />

500<br />

0<br />

2011 2012 2013 2014 2015<br />

QC<br />

2,372M<br />

AB<br />

1,257M<br />

ON<br />

1,131M<br />

Other<br />

852M<br />

BC<br />

108M<br />

Chart 6 shows an unweighted average of market capitalization by PR for reporting issuers. As implied by the<br />

previous two charts, British Columbia PR issuers tend to have a much smaller market capitalization than<br />

issuers in other jurisdictions, as there are many start-up mining companies in the province. British Columbia<br />

PR issuers had an average market capitalization of $108 million at the end of 2015, about one tenth the<br />

average in Ontario with an average market capitalization of $1,131 million. The province with the largest issuer<br />

market capitalization was Québec, with an average of $2,372 million, followed by Alberta at $1,257 million. The<br />

combined jurisdictions in Other had an average of $852 million. The average for Québec issuers, which were<br />

fewest in number of the four largest provinces, was influenced considerably by the Royal Bank of Canada, which<br />

has Québec as PR and had a market capitalization of about $116 billion at the end of 2015. However, excluding<br />

Royal Bank of Canada, the average market capitalization for Québec issuers was 1,889 million at the end of<br />

2015 – still significantly larger than other jurisdictions.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

7


LISTED ISSUER MARKETS LISTED REPORTING ISSUERS<br />

Chart 7: Distribution of Reporting Issuers by <strong>Market</strong> <strong>Capital</strong>ization, for 2015<br />

AB BC ON QC Other<br />

Number of Issuers<br />

1,000<br />

500<br />

0<br />

228<br />

113<br />

80<br />

110<br />

207<br />

94<br />

< $10M<br />

$10M - $50M<br />

70<br />

493<br />

366<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

279<br />

$50M - $250M<br />

> $250M<br />

1,131<br />

307<br />

101<br />

40<br />

32<br />

64<br />

43<br />

35<br />

28<br />

37<br />

As suggested by previous charts, the distribution of reporting issuers by market capitalization was quite different<br />

across the major jurisdictions. Chart 7 shows the distribution of reporting issuers by PR at the end of 2015 by<br />

market capitalization. All jurisdictions exhibited more issuers in the less-than-$10 million market capitalization<br />

category than the greater-than-$250 million category. There were 228 Alberta PR reporting issuers in the lessthan-$10<br />

million category, which was 107 per cent more than the 110 issuers in the greater-than-$250 million<br />

category. However, there were 1,516 per cent more British Columbia PR issuers in the less-than-$10 million<br />

category than the greater-than-$250 million category. This reflects the tendency for British Columbia PR issuers<br />

to have a smaller market capitalization than reporting issuers in other provinces. In contrast, Québec PR issuers<br />

exhibited the least differences between categories of the four largest jurisdictions, as there were only 58 per<br />

cent more issuers in the less-than-$10 million category than greater-than-$250 million. In Ontario, there were<br />

61 per cent more issuers in the less-than-$10 million category than the greater-than-$250 million category.<br />

Compared with 2014 (data not shown), the decline in number of reporting issuers year-over-year (see Chart 4)<br />

was typically exhibited in each category in Chart 7, with the exception of the Other PR issuers, which generally<br />

increased, and the following increases:<br />

• Alberta PR issuers in the $10 million to $50 million category (113 compared with 109),<br />

• Ontario PR issuers in the greater-than-$250 million category (307 compared with 296), and<br />

• Québec PR issuers in the $50 million to $250 million category (32 compared with 26).<br />

8 ALBERTA SECURITIES COMMISSION


LISTED REPORTING ISSUERS LISTED ISSUER MARKETS<br />

Chart 8: Percentage of TSX Listed Issuers that Graduated from TSXV, by PR<br />

50%<br />

49%<br />

52%<br />

54%<br />

54%<br />

55%<br />

BC<br />

AB<br />

Other<br />

Percentage of TSXV Graduates<br />

40%<br />

30%<br />

20%<br />

10%<br />

36%<br />

27%<br />

12%<br />

12%<br />

37%<br />

27%<br />

14%<br />

12%<br />

38%<br />

29%<br />

13%<br />

12%<br />

37%<br />

32%<br />

13%<br />

10%<br />

35%<br />

33%<br />

13%<br />

10%<br />

QC<br />

ON<br />

0%<br />

2011 2012 2013 2014 2015<br />

Chart 8 is based only on TMX data, which has a field indicating whether each issuer listed on the TSX is a TSXV<br />

“graduate.” This means that the issuer was at one time listed on the TSXV exchange and subsequently met the<br />

listing requirements to move its listing to the TSX, Canada’s leading exchange for larger issuers. Alberta and<br />

British Columbia have significant resource-based economies, which are reflected by the industry classifications<br />

of issuers in these provinces (see Chart 11 and Chart 12 for further industry details). Many issuers in Oil and<br />

Gas and Mining begin as small, private issuers and may, in time, progress to be listed on the TSXV, and later<br />

the TSX. Chart 8 shows that at the end of 2015, 35 per cent of Alberta PR issuers listed on the TSX were once<br />

listed on the TSXV. This was exceeded only by British Columbia PR issuers with 55 per cent TSXV graduates.<br />

In contrast, only 10 per cent of Ontario PR issuers and 13 per cent of Québec PR issuers were TSXV graduates<br />

at the end of 2015.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

9


LISTED ISSUER MARKETS LISTED REPORTING ISSUERS<br />

Chart 9: Number of Listings Of Reporting Issuers, by Exchange or Region<br />

2,000<br />

Number of Listings<br />

1,500<br />

1,000<br />

500<br />

0<br />

TSXV<br />

TSX<br />

Canada Other<br />

United States<br />

Europe<br />

United Kingdom<br />

Australia<br />

Asia<br />

TSXV<br />

TSX<br />

Canada Other<br />

United States<br />

Europe<br />

United Kingdom<br />

Australia<br />

Asia<br />

TSXV<br />

TSX<br />

Canada Other<br />

United States<br />

Europe<br />

United Kingdom<br />

Australia<br />

Asia<br />

TSXV<br />

TSX<br />

Canada Other<br />

United States<br />

Europe<br />

United Kingdom<br />

Australia<br />

Asia<br />

TSXV<br />

TSX<br />

Canada Other<br />

United States<br />

Europe<br />

United Kingdom<br />

Australia<br />

Asia<br />

Chart 9 compares the number of listings of Canadian reporting issuers on exchanges in major regions with<br />

listings on the TSX, TSXV and other Canadian exchanges. Issuers may be inter-listed, which means having listings<br />

on multiple exchanges. Listings on the TSX and TSXV were based on data from the TMX while all other listings for<br />

reporting issuers were based on data from SEDAR. Chart 9 indicates a decline in listings on the TSX and TSXV<br />

over the last few years, by about five per cent per year, while listings on other Canadian exchanges and in the<br />

U.S. have increased. Other Canadian exchanges experienced rapid growth during 2012 – 2014, which slowed to<br />

five percent in 2015.<br />

10 ALBERTA SECURITIES COMMISSION


LISTED REPORTING ISSUERS LISTED ISSUER MARKETS<br />

Chart 10: Total <strong>Market</strong> <strong>Capital</strong>ization of All Reporting Issuers, by Industry<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

1,000<br />

800<br />

600<br />

400<br />

200<br />

Financial Services<br />

Oil and Gas<br />

Diversified Industries<br />

Other Industries<br />

Mining<br />

Utilities and Pipelines<br />

Communications and Media<br />

Real Estate<br />

Exchange Traded Products<br />

Closed-End Funds<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 10 shows how the market capitalization of major industries for all reporting issuers has changed over the<br />

last five years 8 . Nationally, Financial Services was the largest industry in terms of market capitalization among<br />

reporting issuers in each of the last five years. It reached a market capitalization of $1,029 billion at the end of<br />

2015, up 2.1 per cent from 2014 and represented 33 per cent of the total market. Oil and Gas issuers declined<br />

by 23 per cent in market capitalization to $377 billion at the end of 2015 and represented 12 per cent of the<br />

market. The sharp decline among Oil and Gas issuers for the second year in a row caused the industry to fall to<br />

fourth in rankings, behind Financial Services ($1,029 billion or 33 per cent), Diversified Industries ($489 billion<br />

or 16 per cent), and Other Industries ($441 billion or 14 per cent).<br />

8<br />

For this analysis, the industry classification by the TMX was preferred, with the SEDAR industry classification used if the issuer was not listed on either the<br />

TSX or TSXV. The SEDAR industry classification was changed to a TMX industry classification when reasonable; otherwise the issuers were classified to<br />

Other Industries. A detailed discussion about this methodology is available in the Appendix.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

11


LISTED ISSUER MARKETS LISTED REPORTING ISSUERS<br />

Chart 11: Total <strong>Market</strong> <strong>Capital</strong>ization of Reporting Issuers by Industry and PR, for 2015<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

800<br />

600<br />

400<br />

200<br />

AB BC ON QC Other<br />

Diversified Industries<br />

Oil and Gas<br />

Communications and Media<br />

Real Estate<br />

Exchange Traded Products<br />

Other Industries<br />

Closed-End Funds<br />

Financial Services<br />

Mining<br />

Utilities and Pipelines<br />

0<br />

As shown in Chart 11, when broken down by PR jurisdiction, regional industry differences become more<br />

apparent. Chart 11 shows total market capitalization by industry and PR for year-end 2015. In this chart, the<br />

dominance of Oil and Gas, and related Utilities and Pipelines, among Alberta PR issuers stands out, despite<br />

the declines in market capitalization of Oil & Gas issuers shown in Chart 10. These industries represented a<br />

combined market capitalization $500 billion (75 per cent) of Alberta issuers. (More specific analysis of Alberta<br />

PR issuers begins on page 16.) British Columbia PR issuers in the Mining industry represented $65 billion<br />

(41 per cent) of the total in British Columbia. Among Ontario PR issuers, Financial Services totalled $801 billion<br />

(49 per cent) of all industries and Diversified Industries totalled $228 billion (14 per cent). In Québec,<br />

$180 billion (32 per cent) of market capitalization was in Diversified Industries, followed closely by $176 billion<br />

(31 per cent) in Financial Services.<br />

12 ALBERTA SECURITIES COMMISSION


LISTED REPORTING ISSUERS LISTED ISSUER MARKETS<br />

Chart 12: Total Number of Reporting Issuers by Industry and PR, for 2015<br />

Number of Issuers<br />

1,000<br />

800<br />

600<br />

400<br />

AB BC ON QC Other<br />

Diversified Industries<br />

Oil and Gas<br />

Communications and Media<br />

Real Estate<br />

Exchange Traded Products<br />

Other Industries<br />

Closed-End Funds<br />

Financial Services<br />

Mining<br />

Utilities and Pipelines<br />

200<br />

0<br />

Chart 12 shows a breakdown similar to Chart 11, but by number of issuers. Among Alberta PR reporting<br />

issuers, Oil and Gas, including Oil and Gas Services, was still the leading industry, represented by 259 issuers<br />

(49 per cent) out of 531 issuers. This means that while the Oil and Gas industry in Alberta dominated all others<br />

on a market capitalization basis, there were still a significant number of issuers engaged in other industries:<br />

95 (18 per cent) in Other Industries, and 55 (10 per cent) in Diversified Industries. The number of Utilities<br />

and Pipelines issuers ranked sixth at 13 issuers (2.4 per cent), but represented 19 per cent on a market<br />

capitalization basis. A total of 963 (64 per cent) of British Columbia PR issuers were engaged in the Mining<br />

industry followed by 322 (21 per cent) in Other Industries. Ontario PR issuers were perhaps the most evenly<br />

distributed across industries with 357 (25 per cent) issuers in Mining, 338 (23 per cent) issuers in Exchange<br />

Traded Products, 282 (20 per cent) issuers in Other Industries, 177 (12 per cent) issuers in Closed-End Funds<br />

(previously classified as Structured Products by the TMX), and 88 (6.1 per cent) issuers in Financial Services.<br />

In Québec, 79 (33 per cent) issuers were in Mining, 77 (33 per cent) issuers in Other Industries, and 43<br />

(18 per cent) issuers in Diversified Industries.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

13


LISTED ISSUER MARKETS FOREIGN REPORTING ISSUERS<br />

Foreign Reporting Issuers<br />

Chart 13: Number of Foreign Reporting Issuers, by PR<br />

Number of Issuers<br />

400<br />

300<br />

200<br />

100<br />

358 362<br />

66<br />

18%<br />

100<br />

28%<br />

163<br />

46%<br />

345<br />

62<br />

17% 71<br />

21%<br />

97<br />

27%<br />

315<br />

70<br />

22%<br />

101<br />

29% 93<br />

30%<br />

158<br />

44% 138<br />

40% 133<br />

42%<br />

329<br />

57<br />

17%<br />

86<br />

26%<br />

113<br />

34%<br />

AB<br />

BC<br />

ON<br />

QC<br />

Other<br />

0<br />

2011 2012 2013 2014 2015<br />

The percentage of reporting issuers headquartered outside of Canada has ranged from about 7.8 per cent<br />

to 8.5 per cent over the last five years. Chart 13 shows the total number of foreign issuers, determined by<br />

the head office reported on SEDAR. The 329 foreign issuers at the end of 2015 was up 4.4 per cent from<br />

315 issuers in 2014. Also shown in Chart 13 is the breakdown of foreign issuers by PR. The number of<br />

foreign issuers was greatest in Ontario at 113 (34 per cent), followed by British Columbia at 86 (26 per cent),<br />

Alberta at 57 (17 per cent) and Québec at 7 (2.1 per cent). Foreign reporting issuers with Alberta as the PR<br />

represented 11 per cent of all Alberta PR issuers at the end of 2015, which was greater than the national<br />

average of 8.5 per cent.<br />

14 ALBERTA SECURITIES COMMISSION


FOREIGN REPORTING ISSUERS LISTED ISSUER MARKETS<br />

Chart 14: Total <strong>Market</strong> <strong>Capital</strong>ization of Foreign Reporting Issuers, by PR<br />

1,000<br />

800<br />

648B<br />

646B<br />

879B<br />

270B<br />

31%<br />

863B<br />

210B<br />

24%<br />

926B<br />

205B<br />

22%<br />

AB<br />

BC<br />

ON<br />

QC<br />

Other<br />

600<br />

178B<br />

28%<br />

193B<br />

30%<br />

400<br />

200<br />

390B<br />

60%<br />

396B<br />

61%<br />

574B<br />

65%<br />

608B<br />

70%<br />

653B<br />

70%<br />

0<br />

2011 2012 2013 2014 2015<br />

As shown in the prior chart, the number of reporting issuers with foreign headquarters in 2015 was smaller<br />

than the number in 2011, by about eight per cent. In contrast, Chart 14 shows that the market capitalization of<br />

foreign issuers has increased by 43 per cent over the last five years to $926 billion in 2015 from $648 billion<br />

in 2011. Some of this increase was attributable to large foreign issuers becoming reporting issuers in Canada.<br />

For example, CNOOC Limited and Ecopetrol S.A. became reporting issuers with Alberta as PR during this time<br />

period and made up 57 per cent of the foreign-headquartered Alberta PR issuers total market capitalization of<br />

$205 billion at the end of 2015. Similarly, the total market capitalization of $653 billion from Ontario PR foreignheadquartered<br />

reporting issuers has also been influenced by large issuers like Visa Inc., Barclays Bank PLC,<br />

Credit Suisse AG, General Motors Company, Valero Energy Corporation, and Deutsche Bank Aktiengesellschaft,<br />

which accounted for a combined $515 billion of market capitalization in 2015 or 79 per cent of the foreign<br />

issuers reporting in Alberta with an Ontario PR. It should be noted that not all of these issuers had securities<br />

listed on a Canadian exchange and the market capitalization of the issuers’ listed equity in Canadian dollars has<br />

been used in calculating the totals.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

15


LISTED ISSUER MARKETS FOCUS ON LISTED REPORTING ISSUERS PRINCIPALLY REGULATED IN ALBERTA<br />

Focus on Listed Reporting Issuers Principally Regulated<br />

in Alberta<br />

Chart 15: Total <strong>Market</strong> <strong>Capital</strong>ization of Industries for Alberta PR Issuers<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

607B<br />

519B<br />

523B<br />

487B<br />

372B<br />

168B<br />

120B<br />

128B<br />

102B<br />

135B<br />

66B 74B<br />

31B 39B<br />

37B<br />

50B<br />

3B<br />

11B<br />

4B<br />

12B<br />

6B<br />

2011 2012 2013 2014 2015<br />

Oil and Gas<br />

Utilities and Pipelines<br />

Diversified Industries<br />

Other Industries<br />

Mining<br />

Communications and Media<br />

Real Estate<br />

Financial Services<br />

Closed-End Funds<br />

Exchange Traded Products<br />

Chart 15 is similar to Chart 10, except that it includes only Alberta’s 531 listed PR issuers, which had a total<br />

market capitalization of $668 billion at the end of 2015. As expected, Oil and Gas issuers represented the<br />

largest industry on the basis of market capitalization at $372 billion (56 per cent of the total). Oil and Gas<br />

issuers experienced a 24 per cent decline in market capitalization in 2015, extending the 20 per cent decline<br />

in 2014. Despite the steep decline of 39 per cent over two years in this industry, Oil and Gas issuers were<br />

still nearly three times larger than the next largest industry, Utilities and Pipelines issuers, with a market<br />

capitalization of $128 billion at the end of 2015. In Chart 15, Oil and Gas Services were included in Oil and<br />

Gas, which comprised $10 billion of the industry at the end of 2015. By comparison to the Oil and Gas industry<br />

in total, the market capitalization of Oil and Gas Services declined by 60 per cent since 2013 ($25 billion),<br />

exhibiting the sector’s greater operating leverage to crude oil and natural gas price expectations. The remaining<br />

industries in aggregate (i.e. other than Oil and Gas, and Utilities and Pipelines) experienced a 1.8 per cent<br />

decrease in market capitalization in 2015 to $167 billion from $170 billion in 2014, but largely retained the<br />

16 per cent gain it realized in 2014 from $147 billion in 2013.<br />

16 ALBERTA SECURITIES COMMISSION


FOCUS ON LISTED REPORTING ISSUERS PRINCIPALLY REGULATED IN ALBERTA LISTED ISSUER MARKETS<br />

Chart 16: Distribution of Alberta PR Issuers by <strong>Market</strong> <strong>Capital</strong>ization, by Industry and Domicile, for 2015<br />

Other<br />

Industries<br />

Closed-End<br />

Funds<br />

Communicatio<br />

ns and Media<br />

Diversified<br />

Industries<br />

Financial<br />

Services<br />

Mining<br />

Oil and Gas<br />

Real Estate<br />

Utilities and<br />

Pipelines<br />

Foreign<br />

Domestic<br />

Number of Issuers<br />

100<br />

50<br />

0<br />

51<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

28<br />

9<br />

7<br />

4<br />

12<br />

2<br />

1<br />

1<br />

1<br />

15<br />

17<br />

9<br />

14<br />

4<br />

2<br />

4<br />

2<br />

50<br />

10<br />

2<br />

2<br />

104<br />

50<br />

38<br />

67<br />

3<br />

1<br />

3<br />

4<br />

2<br />

11<br />

Chart 16 shows a distribution by industry of the market capitalization of Alberta PR issuers at the end of 2015.<br />

The chart also shows a split by foreign or domestic headquarters. In the case of Oil and Gas (including Oil<br />

and Gas Services), the number of Alberta PR issuers in each of the four market capitalization ranges shown<br />

decreased compared with 2014. The three largest categories were affected disproportionately, as detailed in<br />

Table A, with the number of issuers in the $50 million to $250 million category decreasing by 35 per cent.<br />

Table A: Distribution of Alberta PR Oil and Gas Issuers, 2015 Versus 2014<br />

Number Oil and Gas Issuers<br />

Category 2015 2014 Decline<br />

$250M 67 81 17 per cent<br />

Total 259 303 15 per cent<br />

Thirty Oil and Gas issuers (12 per cent) were foreign reporting issuers in Alberta, down from 41 (14 per cent)<br />

in 2014. This was slightly higher than the average of 11 per cent for all Alberta PR issuers in 2015 (12 per cent<br />

in 2014).<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

17


LISTED ISSUER MARKETS FOCUS ON LISTED REPORTING ISSUERS PRINCIPALLY REGULATED IN ALBERTA<br />

Chart 17: Total <strong>Market</strong> <strong>Capital</strong>ization of Oil and Gas Sectors for Alberta PR Issuers<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

300<br />

250<br />

200<br />

150<br />

100<br />

Oil and Gas Producers<br />

Integrated Oils<br />

Utilities and Pipelines<br />

Oil and Gas Services<br />

Junior Oil and Gas<br />

50<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 17 and Chart 18 focus more specifically on the Oil and Gas, and Utilities and Pipelines industries. For this<br />

analysis (explained in more detail in the Appendix), the sub-categorization available in issuers’ profiles on SEDAR<br />

has been used to further refine the classification of issuers listed on the TSX or TSXV reported in Oil and Gas<br />

and Diversified Industries categories by the TMX 9 . If the industry of a reporting issuer was not listed on the TSX<br />

or TSXV, the classification was based on the issuer’s SEDAR profile. It should be noted that issuers select their<br />

industry classification on SEDAR.<br />

By market capitalization, Producers were the largest Oil and Gas sector among Alberta PR reporting issuers<br />

in each of the last three years. This was despite a 17 per cent decline in market capitalization in 2015 to<br />

$221 billion. Next largest was Integrated Oils, with a market capitalization of $135 billion, a decline of 31 per<br />

cent from the end of 2014. Junior Oil and Gas and Oil and Gas Services were each only a small fraction of either<br />

the Producers or Integrated Oils categories at $5 billion and $10 billion respectively. However, the decline in<br />

market capitalization of these two groups was the greatest at 82 per cent and 60 per cent, respectively.<br />

9<br />

The TMX includes Oil and Gas Services in Diversified Industries. Oil and Gas Services have been separated from Diversified Industries in this report and<br />

instead included in Oil and Gas.<br />

18 ALBERTA SECURITIES COMMISSION


FOCUS ON LISTED REPORTING ISSUERS PRINCIPALLY REGULATED IN ALBERTA LISTED ISSUER MARKETS<br />

Chart 18: Distribution of Oil and Gas Alberta PR Issuers by <strong>Market</strong> <strong>Capital</strong>ization and Domicile, for 2015<br />

Integrated Oils<br />

Junior Oil and<br />

Gas<br />

Oil and Gas<br />

(unspecified)<br />

Oil and Gas<br />

Producers<br />

Oil and Gas<br />

Services<br />

Utilities and<br />

Pipelines<br />

Foreign<br />

Domestic<br />

Number of Issuers<br />

60<br />

40<br />

20<br />

55<br />

20<br />

10<br />

0<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

> $250M<br />

< $10M<br />

$10M - $50M<br />

$50M - $250M<br />

32<br />

> $250M<br />

25<br />

7<br />

8<br />

15<br />

43<br />

13<br />

12<br />

7<br />

11<br />

2<br />

1<br />

5<br />

4<br />

2<br />

Chart 18 shows the distribution of Alberta PR issuers in Oil and Gas, and Utilities and Pipelines by market<br />

capitalization for 2015. This chart is similar to Chart 16 except that it shows greater detail for the Oil and Gas<br />

issuers. As expected, there was a greater concentration of Junior Oil and Gas issuers in the less-than-$10 million<br />

range and, conversely, a greater concentration of Oil and Gas Producers in the greater-than-$250 million range.<br />

Compared with 2014 (not shown), the Integrated Oils and Utilities and Pipelines experienced very little change in<br />

the number of issuers, with two fewer issuers each.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

19


LISTED ISSUER MARKETS ANALYSIS OF FINANCINGS<br />

Analysis of Financings<br />

The analysis in this section is limited to the financings of reporting issuers that are listed on the TSX or TSXV.<br />

Similar to the prior section, issuers have been analyzed according to PR.<br />

Chart 19: Total Financings by TSX and TSXV Listed Issuers, by Financing Type<br />

Total Financings ($ Billions)<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

51.7B<br />

9.4B<br />

18%<br />

7.0B<br />

13%<br />

35.3B<br />

68%<br />

56.5B<br />

11.5B<br />

20%<br />

4.4B<br />

8%<br />

40.5B<br />

72%<br />

43.6B<br />

7.1B<br />

16%<br />

5.6B<br />

13%<br />

31.0B<br />

71%<br />

57.8B 57.7B<br />

9.2B<br />

16%<br />

5.5B<br />

10%<br />

43.0B<br />

74%<br />

11.2B<br />

19%<br />

6.8B<br />

12%<br />

39.7B<br />

69%<br />

Private<br />

Initial Public Offering<br />

Public<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 19 shows financings over the last five years by issuers listed on the TSX or TSXV. Despite the eight per cent<br />

decline in market capitalization of Canadian listed reporting issuers in 2015 (see page 6), total financings of<br />

$57.7 billion were nearly identical to 2014. The chart also shows financings according to major financing type.<br />

Both the public and IPO financings must be qualified by a prospectus, and could have been grouped together.<br />

However, for this chart IPOs have been shown separately as they represent financings where a previously<br />

unlisted issuer (private issuer) becomes a listed issuer (public issuer). Private financings are those conducted<br />

without a prospectus, where the issuer must have a valid prospectus exemption 10 . Please note that the private<br />

financings classified in Chart 19 are only for issuers listed on the TSX and TSXV, and only for listed securities.<br />

These private financings represented a relatively small subset of the prospectus-exempt market. For a more<br />

comprehensive analysis of prospectus-exempt markets see the section beginning on page 23.<br />

As shown in Chart 19, the dominant type of financing of these listed issuers has been public financings, often<br />

referred to by investors as “secondary” or “follow-on” financings. In 2015, secondary public financings on the<br />

TSX and TSXV totalled $39.7 billion, representing 69 per cent of the total amount raised, down from 74 per cent<br />

of the total in 2014. Conversely, there were a greater proportion of private financings in 2015 (19 per cent) than<br />

in 2014 (16 per cent) and a greater proportion of IPOs in 2015 (12 per cent) than in 2014 (10 per cent).<br />

10<br />

Such as those available in National Instrument 45-106 Prospectus Exemptions.<br />

20 ALBERTA SECURITIES COMMISSION


ANALYSIS OF FINANCINGS LISTED ISSUER MARKETS<br />

Chart 20: Total Financings by TSX And TSXV Listed Issuers, by PR<br />

Total Financings ($ Billions)<br />

60<br />

50<br />

40<br />

30<br />

20<br />

51.7B<br />

15.7B<br />

30%<br />

7.6B<br />

15%<br />

21.4B<br />

41%<br />

56.5B<br />

15.4B<br />

27%<br />

7.8B<br />

14%<br />

25.1B<br />

45%<br />

43.6B<br />

11.8B<br />

27%<br />

4.1B<br />

9%<br />

18.2B<br />

42%<br />

57.8B 57.7B<br />

18.3B<br />

32%<br />

6.0B<br />

10%<br />

25.8B<br />

45%<br />

12.5B<br />

22%<br />

6.1B<br />

10%<br />

24.5B<br />

42%<br />

AB<br />

BC<br />

ON<br />

QC<br />

Other<br />

10<br />

0<br />

2.8B<br />

5%<br />

4.8B<br />

8%<br />

4.1B<br />

9% 6.0B<br />

10%<br />

11.3B<br />

20%<br />

2011 2012 2013 2014 2015<br />

As shown in Chart 20, listed issuers with Ontario as PR represented the greatest proportion of total financings<br />

at $24.5 billion (42 per cent) in 2015, which was down slightly from $25.8 billion (45 per cent) in 2014. This<br />

proportion was 10 percentage points less than the proportion of total market capitalization represented by all<br />

reporting issuers with Ontario PR at 52 per cent (Chart 5). Alberta PR issuers raised $12.5 billion (22 per cent)<br />

of the total in 2015, nearly one-third lower than $18.3 billion raised in 2014 but in-line with Alberta PR issuers’<br />

share of total market capitalization at year-end 2015 (21 percent). Alberta PR issuers represented 21 per cent<br />

of the total market capitalization. Québec PR issuers raised a total of $11.3 billion (20 per cent) in 2015, which<br />

was more than double the $6.0 billion raised in 2014. British Columbia PR issuers raised a total of $6.1 billion<br />

(10 per cent) in 2015, comparable to 2014. Québec PR issuers represented 18 per cent of total market<br />

capitalization and British Columbia PR issuers accounted for five per cent of total market capitalization.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

21


LISTED ISSUER MARKETS ANALYSIS OF FINANCINGS<br />

Chart 21: Total Financings by TSX and TSXV Listed Issuers, by Industry<br />

Total Financings ($ Billions)<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

56.5B<br />

57.8B 57.7B<br />

51.7B 6.6B<br />

7.2B 8.8B<br />

7.8B 3.6B<br />

43.6B<br />

11.8B 5.7B 14.4B<br />

8.8B<br />

10.1B<br />

6.6B<br />

12.8B<br />

9.8B<br />

6.7B<br />

8.4B<br />

10.8B<br />

9.6B<br />

6.7B<br />

6.5B<br />

11.6B<br />

11.2B<br />

5.8B 8.6B<br />

7.2B<br />

5.4B<br />

5.2B<br />

7.5B<br />

10.0B<br />

4.5B<br />

6.7B<br />

8.8B<br />

2011 2012 2013 2014 2015<br />

Other Industries<br />

Communications and Media<br />

Diversified Industries<br />

Financial Services<br />

Mining<br />

Oil and Gas<br />

Real Estate<br />

Utilities and Pipelines<br />

Chart 21 shows a break down by TMX industry classification for issuers listed on the TSX or TSXV. Over the<br />

last five years, the industries that have collectively raised the greatest amount of capital have been Financial<br />

Services, Mining, and Oil and Gas, with Financial Services frequently raising the most capital of the three. In<br />

2015, Financial Services raised $12.8 billion, which was 45 per cent more than the next greatest categories of<br />

Diversified Industries, Utilities and Pipelines, and Other Industries, which each raised approximately $8.8 billion.<br />

Financings by Oil and Gas issuers listed on the TSX or TSXV ranked third at $8.6 billion. <strong>Capital</strong> raised by Oil<br />

and Gas issuers declined the most in 2015, by 26 per cent, while Diversified Industries increased the most<br />

(184 per cent) in 2015.<br />

22 ALBERTA SECURITIES COMMISSION


ISSUERS IN THE PROSPECTUS-EXEMPT MARKET PROSPECTUS-EXEMPT MARKETS<br />

3. Prospectus-Exempt <strong>Market</strong>s<br />

Issuers in the Prospectus-Exempt <strong>Market</strong><br />

In Canada, the general requirement for any issuer raising capital by issuing securities is to do so via prospectus.<br />

However, an issuer is permitted to raise capital without a prospectus if it meets the conditions of an available<br />

prospectus exemption. This is often referred to as raising capital in the “prospectus-exempt market.” 11 A number<br />

of prospectus exemptions available in National Instrument 45-106 Prospectus Exemptions require the distributions<br />

to be reported to a securities regulator using the Report of Exempt Distribution 12 . Those reported to the ASC are<br />

the source for the analysis in this report.<br />

It is important to note that securities law permits investment funds to file 30 days following the fund’s fiscal<br />

year-end. Given that the fiscal year-end may not be the same as the calendar year-end, the data reported<br />

by investment funds for 2015 and available for this report is incomplete. However, the effect of this is more<br />

pronounced when analyzing distributions to Alberta investors than by Alberta issuers, as investment funds tend<br />

to be headquartered outside Alberta.<br />

Chart 22 shows the number of issuers that accessed capital in the prospectus-exempt market in Alberta during<br />

the calendar year (distributed securities to Albertans), independent of the location of the issuer’s head office.<br />

Although the number of issuers in 2015 appeared to be down considerably from 2014, as explained above, not<br />

all data from investment funds is yet available as of the date of this report. In 2014, 2,215 issuers were active<br />

in Alberta, of which reporting issuers made up 669 (30 per cent) of the these issuers. One reason why reporting<br />

issuers may choose to raise capital in the prospectus-exempt market is that it can be a more cost-effective<br />

means of raising funds than in the public market, in which a prospectus is required.<br />

Chart 22: Number of Issuers Active in Alberta Prospectus-Exempt <strong>Market</strong> During the Calendar Year<br />

Number of Issuers<br />

2,500<br />

2,000<br />

1,500<br />

1,000<br />

2,386<br />

868<br />

2,091 2,075<br />

705<br />

622<br />

2,215<br />

669<br />

1,429<br />

509<br />

RIs<br />

Non-RIs<br />

1,518<br />

1,386<br />

1,453<br />

1,546<br />

500<br />

920<br />

0<br />

2011 2012 2013 2014 2015<br />

11<br />

The distribution of securities must still occur through proper registration or under a registration exemption. See National Instrument 31-103 Registration<br />

Requirements, Exemptions and Ongoing Registrant Obligations.<br />

12<br />

See part 6 of NI 45-106 and Form 45-106F1 Report of Exempt Distribution.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

23


PROSPECTUS-EXEMPT MARKETS ISSUERS IN THE PROSPECTUS-EXEMPT MARKET<br />

Chart 23: Number of Alberta-based Issuers Active in the <strong>Market</strong> During the Calendar Year<br />

800<br />

769<br />

RIs<br />

Non-RIs<br />

206<br />

672 662 668<br />

Number of Issuers<br />

600<br />

400<br />

200<br />

563<br />

188<br />

484<br />

169<br />

493<br />

160<br />

508<br />

504<br />

121<br />

383<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 23 shows the number of Alberta-based issuers that accessed capital in the prospectus-exempt market<br />

during the calendar year. Of the issuers that have reported for 2015, 121 (24 per cent) were reporting issuers.<br />

In 2014, 160 (24 per cent) of the Alberta-based issuers active in the prospectus-exempt market were<br />

reporting issuers.<br />

The Alberta capital market is not a closed system. Alberta issuers can distribute securities anywhere in the<br />

world where securities law permits. Similarly, Alberta investors may purchase securities of any issuer, provided<br />

the issuer meets the requirements of Alberta securities laws. Prominent industries also vary by province and<br />

country, where capital raising can occur with or without a prospectus. For these reasons, when analyzing the<br />

prospectus-exempt market it is important, and more informative, to analyze issuers and investors separately,<br />

which is the approach in the following two sections.<br />

24 ALBERTA SECURITIES COMMISSION


PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS PROSPECTUS-EXEMPT MARKETS<br />

Prospectus-Exempt Financings by Alberta Issuers<br />

Chart 24: Total Raised in The Exempt <strong>Market</strong> by Alberta-based Issuers, by Reporting Type<br />

15<br />

13.2B<br />

13.9B<br />

13.1B<br />

RIs<br />

Non-RIs<br />

Distributions ($ Billions)<br />

10<br />

5<br />

6.5B<br />

6.7B<br />

10.8B<br />

5.7B<br />

6.9B<br />

8.0B<br />

5.4B<br />

0<br />

6.7B<br />

7.2B<br />

5.1B<br />

6.2B<br />

2.6B<br />

2011 2012 2013 2014 2015<br />

For prospectus exemptions that are reportable, Alberta securities law requires Alberta-based issuers to report<br />

exempt distributions to the ASC regardless of the jurisdiction of the investor. This is because distributions to<br />

investors outside of Alberta are considered distributions “from” Alberta. Chart 24 shows the total capital raised<br />

by Alberta-based issuers over the last five years, segmented by whether the issuer was a reporting issuer or nonreporting<br />

issuer. Consistently, more than half of the capital raised in the prospectus-exempt market has been<br />

by reporting issuers choosing to rely on a prospectus exemption. This number rose to two-thirds in 2015. Many<br />

of these reporting issuers have securities listed on an exchange, although not all the securities distributed are<br />

listed on an exchange. For example, debt securities are the most common type of security distributed by Albertabased<br />

issuers (as discussed on page 27) and are not listed on an exchange.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

25


PROSPECTUS-EXEMPT MARKETS PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS<br />

Chart 25: Total Raised in the Prospectus-Exempt <strong>Market</strong> by Alberta-based Issuers, by Industry<br />

Mortgage Investment Companies<br />

Industrial<br />

Investment Companies and Funds<br />

Mining<br />

Real Estate<br />

Oil and Gas<br />

Distributions ($ Billions)<br />

15<br />

10<br />

Utilities<br />

13.2B<br />

1.8B<br />

1.7B<br />

13.9B<br />

1.3B<br />

3.6B<br />

Other Industries<br />

10.8B<br />

1.4B<br />

2.1B<br />

13.1B<br />

1.9B<br />

1.4B<br />

8.0B<br />

5<br />

8.1B 7.9B<br />

5.4B<br />

8.2B<br />

6.0B<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 25 shows capital raised by Alberta issuers in the prospectus-exempt market segmented by industry 13 . In<br />

Alberta, the most prominent industry over the last five years was Oil and Gas, by a considerable margin, totalling<br />

$6.0 billion in 2015. That said, this amount was 27 per cent less than $8.2 billion raised in 2014.<br />

As previously noted, investment funds may report 30 days following each fund’s year-end. The result is that<br />

the total capital raised by Alberta-based Investment Companies and Funds for 2015 is not yet final and may<br />

be revised in subsequent reports. However, $1.4 billion was raised by Alberta-based Investment Companies<br />

and Funds in 2014, which was down from $2.1 billion raised in 2013. Based on data available for this report,<br />

Investment Companies and Funds raised $0.7 billion in 2015, making it the second largest industry raising<br />

capital in the prospectus-exempt market in 2015. In Chart 25, several industries have been added to Other<br />

Industries 14 , which many issuers select if none of the other categories apply. In 2015, within the Other Industries<br />

category, the Other selection accounted for $0.4 billion of the categories total of $0.6 billion, down from<br />

$1.8 billion and $1.9 billion, respectively. Year-over-year, Real Estate issuers raised $0.4 billion in 2015,<br />

down from $0.7 billion in 2014.<br />

13<br />

As identified on the Report of Exempt Distribution.<br />

14<br />

Bio-tech, Forestry, Hi-tech, and Other. Note that mining exploration/development and mining production have been grouped under Mining in this report.<br />

26 ALBERTA SECURITIES COMMISSION


PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS PROSPECTUS-EXEMPT MARKETS<br />

Chart 26: Total Raised in The Exempt <strong>Market</strong> by Alberta-based Issuers, by Investor Location<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

13.9B<br />

13.2B<br />

3.5B 4.6B<br />

1.4B<br />

3.0B<br />

3.3B<br />

3.3B<br />

0.8B<br />

10.8B<br />

2.6B<br />

1.9B<br />

2.8B<br />

13.1B<br />

3.9B<br />

2.3B<br />

5.1B<br />

8.0B<br />

2.9B<br />

1.4B<br />

AB<br />

BC<br />

International<br />

ON<br />

Other Province<br />

QC<br />

U.S.<br />

0<br />

2.1B<br />

2.6B 2.2B<br />

2.5B<br />

2011 2012 2013 2014 2015<br />

As shown in Chart 26, Alberta-based issuers have typically raised at least one-quarter of capital in the<br />

prospectus-exempt market, in aggregate, from Albertans. Based on data reported to date, the proportion of the<br />

capital raised by Alberta-based issuers from Alberta investors was 36 per cent in 2015, or $2.9 billion. Another<br />

significant source of capital for Alberta-based issuers is from investors based in Ontario and the U.S., which have<br />

a larger institutional investor base. In 2015, $2.5 billion of the funds raised by Alberta-based issuers was from<br />

investors in the U.S., or 31 per cent, which is considerable, although a marked decrease from $5.1 billion in 2014.<br />

Chart 27: Total Raised in the Prospectus-Exempt <strong>Market</strong> by Alberta-based Issuers, by Security Type<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

13.2B<br />

2.0B<br />

4.6B<br />

3.9B<br />

13.9B<br />

0.9B<br />

5.2B<br />

2.7B<br />

13.1B<br />

0.8B<br />

10.8B<br />

7.0B<br />

5.3B<br />

2.2B 2.8B<br />

8.0B<br />

1.4B<br />

3.0B<br />

Other Security<br />

Debt<br />

Equity<br />

Units<br />

0<br />

5.1B<br />

2.3B<br />

2.7B<br />

2.8B 2.6B<br />

1.4B<br />

2011 2012 2013 2014 2015<br />

Chart 27 shows a broad breakdown by type of security distributed by Alberta-based issuers. In four of the<br />

past five years (based on distributions reported to date), Debt securities have been the most common type of<br />

securities issued, accounting for 37 per cent of the total in 2015. As more investment funds report distributions<br />

for 2014, distributions of Units will likely increase.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

27


PROSPECTUS-EXEMPT MARKETS PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS<br />

Chart 28: Total Raised in the Prospectus-Exempt <strong>Market</strong> by Alberta-based Issuers, by Exemption<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

13.2B<br />

0.9B<br />

11.5B<br />

13.9B<br />

12.5B<br />

10.8B<br />

9.5B<br />

13.1B<br />

11.6B<br />

8.0B<br />

1.3B<br />

Family, Friends and Business Associates<br />

Minimum Amount<br />

Offering Memorandum<br />

Other Exemptions<br />

Accredited Investor<br />

6.2B<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 28 shows the prospectus exemptions relied on by Alberta-based issuers to raise capital in the prospectusexempt<br />

market 15 . Based on reported distributions to date, approximately $6.2 billion (77 per cent) of the capital<br />

raised was under the accredited investor (AI) exemption, compared with $11.6 billion (89 per cent) in 2014.<br />

In 2015, Other Exemptions accounted for $1.3 billion, compared with $0.6 billion in 2014. Within the 2015<br />

total was $1.1 billion under the Petroleum, Natural Gas & Mining Properties exemption ($0.4 billion in 2014).<br />

Approximately $0.3 billion was raised under the Offering Memorandum (OM) exemption in 2015, the same<br />

as in 2014.<br />

Each of the exemptions shown in Chart 28 are available when specific conditions are met by the issuer.<br />

These conditions may be found in the relevant sections of National Instrument 45-106 Prospectus Exemptions.<br />

However, each of the four exemptions shown in Chart 28 also depend on the circumstances of the purchaser,<br />

summarized in Table B as context to the data in this report.<br />

Table B: Data Sources for Combined Dataset<br />

Exemption<br />

Accredited Investor<br />

Family, Friends and Business Associates<br />

Offering Memorandum<br />

Minimum Amount<br />

Summary of Certain Provisions Applicable to Individuals<br />

Individuals who are accredited based on exceeding specified income, net<br />

financial asset or net asset thresholds.<br />

Individuals who are a director, executive officer or control person of the issuer,<br />

or of an affiliate of the issuer, and specified family members, close personal<br />

friends or close business associates of such persons.<br />

Individuals who have received a valid Form 45-106F2 Offering Memorandum<br />

of the issuer and are either purchasing not more than $10,000 of the issuer’s<br />

securities or are an eligible investor based on exceeding specified income or<br />

net asset thresholds. Effective April 30, 2016, eligible investors will be subject<br />

to certain investment limits as specified in the exemption.<br />

Individuals purchasing a minimum of $150,000 of securities in a single<br />

transaction from a single issuer. Effective May 5, 2015 this exemption was<br />

no longer be available to issuers distributing to individuals.<br />

15<br />

Specifically shown in Chart 27 are section 2.3 Accredited Investor, section 2.5 Family, Friends and Business Associates, section 2.9 Offering<br />

Memorandum, and section 2.10 Minimum Amount Investment, as well as other exemptions available in National Instrument 45-106 Prospectus<br />

and Registration Exemptions and reported to the ASC under Part 6.<br />

28 ALBERTA SECURITIES COMMISSION


PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS PROSPECTUS-EXEMPT MARKETS<br />

Investments in the Prospectus-Exempt <strong>Market</strong> by Albertans<br />

This section analyzes the capital invested by Albertans versus capital raised by Alberta issuers, which reveals<br />

some significant differences. As shown in Chart 30, the greatest proportion of investments by Albertans in the<br />

prospectus-exempt market from 2011-2014 were investment funds. As noted, because investment funds may<br />

report distributions up to 30 days following the fund’s fiscal year-end, the data reported for 2015 is incomplete.<br />

To give a clearer picture, investments reported for 2014 will be discussed in greater detail in this section.<br />

Chart 29 shows a breakdown by Albertans’ investments in reporting issuers versus non-reporting issuers in<br />

the prospectus-exempt market. In 2014, $12.4 billion (84 per cent) of a total $14.7 billion raised was invested<br />

by Albertans in non-reporting issuers. The proportion of investment in non-reporting issuers by Albertans over<br />

the last five years was much greater than the comparable analysis of Alberta-based issuers shown in Chart<br />

24, which showed that only 47 per cent of Alberta-based issuers were non-reporting in 2014 (47 per cent in<br />

2013). The primary reason for the greater concentration of non-reporting issuers in Chart 29 is that investment<br />

funds distributing securities in the prospectus-exempt market tend to be non-reporting issuers. With regard to<br />

2015, ASC staff estimate that the current total of $6.9 billion may in fact be comparable to capital raised from<br />

Albertans in 2014, given that the total reported for 2014 at the time the Alberta <strong>Capital</strong> <strong>Market</strong> report was<br />

released was $6.7 billion.<br />

Chart 29: Total Invested in the Prosectus-exempt <strong>Market</strong> by Albertans, by Issuer Reporting Type<br />

15<br />

13.4B<br />

14.7B<br />

2.3B<br />

RIs<br />

Non-RIs<br />

1.4B<br />

Distributions ($ Billions)<br />

10<br />

5<br />

10.2B<br />

1.2B<br />

9.0B<br />

9.4B<br />

1.0B<br />

8.4B<br />

12.0B 12.4B<br />

6.9B<br />

2.1B<br />

4.8B<br />

0<br />

2011 2012 2013 2014 2015<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

29


PROSPECTUS-EXEMPT MARKETS PROSPECTUS-EXEMPT FINANCINGS BY ALBERTA ISSUERS<br />

Chart 30: Total Invested in the Prospectus-Exempt <strong>Market</strong> by Albertans, by Industry<br />

Utilities<br />

Mortgage Investment Companies<br />

Other Industries<br />

Industrial<br />

Real Estate<br />

Investment Companies and Funds<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

Mining<br />

10.2B<br />

1.4B<br />

1.5B<br />

9.4B<br />

1.4B<br />

1.1B<br />

Oil and Gas<br />

14.7B<br />

13.4B<br />

1.8B<br />

1.8B 2.7B<br />

9.2B 8.9B<br />

6.9B<br />

1.7B<br />

6.3B 5.9B<br />

2.3B<br />

0<br />

2011 2012 2013 2014 2015<br />

1.9B<br />

As shown in Chart 30, the greatest proportion of new capital from Alberta-based investors in 2011-2014 was<br />

invested in the Investment Companies and Funds industry. In 2014, $8.9 billion (61 per cent) of investments by<br />

Albertans were in investment funds, compared with 68 per cent in 2013. It should be noted that the 2014 total<br />

for Investment Companies and Funds reported in the 2015 Alberta <strong>Capital</strong> <strong>Market</strong> report was $2.1 billion, an<br />

increase of $6.8 billion. Therefore, the preliminary total of $1.9 billion for Investment Companies and Funds in<br />

2015 in this report will likely be revised significantly upward over the following year.<br />

It is not yet known how the total funds invested in the prospectus-exempt market by Albertans for 2015 will<br />

ultimately compare to the total of $14.7 billion in 2014. However, it is possible to compare other industries,<br />

because the reporting deadline for non-reporting issuers is 10 days following a distribution. In 2015, Albertans<br />

invested $2.3 billion in Other Industries (of which $2.2 billion was reported as Other on the Report of Exempt<br />

Distribution); down from $2.7 billion in 2014 ($2.6 reported as Other). Investments in Oil and Gas issuers<br />

decreased to $1.7 billion in 2015 from $1.8 billion in 2014, while investments in Real Estate were $0.7 billion<br />

in 2015, the same as 2014.<br />

30 ALBERTA SECURITIES COMMISSION


INVESTMENTS IN THE PROSPECTUS-EXEMPT MARKET BY ALBERTANS PROSPECTUS-EXEMPT MARKETS<br />

Chart 31: Total Invested in the Prospectus-Exempt <strong>Market</strong> by Albertans, by Issuer Location<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

0<br />

14.7B<br />

13.4B<br />

1.0B<br />

1.1B<br />

3.9B<br />

10.2B<br />

2.6B<br />

1.1B<br />

9.4B<br />

0.9B<br />

3.5B<br />

6.9B<br />

4.6B<br />

5.5B<br />

5.2B<br />

1.2B<br />

2.9B<br />

2.9B<br />

0.9B<br />

2.5B<br />

1.0B<br />

1.4B<br />

1.9B<br />

2.6B<br />

1.1B<br />

0.8B<br />

0.8B<br />

2011 2012 2013 2014 2015<br />

International<br />

AB<br />

BC<br />

ON<br />

Other Provinces<br />

QC<br />

U.S.<br />

Chart 31 shows the major jurisdictions where Albertans invested in the prospectus-exempt market over the<br />

last five years. In 2014, $5.2 billion was invested in issuers located in Ontario, which was approximately<br />

35 per cent of the $14.7 billion total raised. Albertans invested $3.9 billion (27 per cent) in Alberta-based<br />

issuers and $2.6 billion (18 per cent) in issuers located in the U.S.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

31


PROSPECTUS-EXEMPT MARKETS INVESTMENTS IN THE PROSPECTUS-EXEMPT MARKET BY ALBERTANS<br />

Chart 32: Total Invested in the Prospectus-Exempt <strong>Market</strong> by Albertans, by Security Type<br />

Distributions ($ Billions)<br />

15<br />

10<br />

5<br />

10.3B 10.2B<br />

1.4B<br />

0.9B<br />

2.0B<br />

9.4B<br />

1.0B<br />

1.2B<br />

1.4B<br />

13.4B<br />

1.4B<br />

2.2B<br />

2.0B<br />

14.7B<br />

2.2B<br />

2.1B<br />

2.4B<br />

6.9B<br />

1.1B<br />

1.3B<br />

Other Security<br />

Debt<br />

Equity<br />

Units<br />

5.9B 5.8B<br />

7.9B 8.1B<br />

2.5B<br />

0<br />

2.1B<br />

2011 2012 2013 2014 2015<br />

Chart 32 segments the total funds invested by Albertans by the type of security purchased. Based on the significant<br />

investment in investment funds, it is not surprising that the greatest type of security purchased was Units, for a<br />

total of $8.1 billion (55 per cent) in 2014. Non-investment fund issuers typically raise capital through Equity or Debt<br />

securities. In 2015, $1.3 billion of Debt securities were purchased by Albertans in the prospectus-exempt market,<br />

down 38 per cent from the $2.1 billion invested in 2014. In 2015, $2.5 billion of Equity securities were purchased<br />

by Albertans in the prospectus-exempt market, an increase of 4.2 per cent from $2.4 billion invested in 2014.<br />

32 ALBERTA SECURITIES COMMISSION


INVESTMENTS IN THE PROSPECTUS-EXEMPT MARKET BY ALBERTANS PROSPECTUS-EXEMPT MARKETS<br />

Chart 33: Total Invested in the Prospectus-Exempt <strong>Market</strong> by Albertans, by Exemption Relied On by Issuer<br />

15<br />

13.4B<br />

14.7B<br />

Family, Friends and Business Associates<br />

Minimum Amount<br />

Offering Memorandum<br />

Other Exemptions<br />

Distributions ($ Billions)<br />

10<br />

5<br />

10.2B<br />

9.2B<br />

9.4B<br />

8.4B<br />

12.5B<br />

13.5B<br />

6.9B<br />

1.2B<br />

Accredited Investor<br />

5.2B<br />

0<br />

2011 2012 2013 2014 2015<br />

The most apparent element in Chart 33 is the dominant reliance on the accredited investor (AI) exemption by<br />

issuers to distribute prospectus-exempt securities to Albertans 16 . In 2014, $13.5 billion (91 per cent) of the total<br />

$14.9 billion was invested by Albertans that qualified as accredited investors. The second greatest amount of<br />

capital raised was under the offering memorandum (OM) and the minimum amount exemptions, which each<br />

totalled $0.3 billion (2.0 per cent) in 2014.<br />

16<br />

Although the conditions of the exemptions shown here, Accredited Investor, Family, Friends and Business Associates, Minimum Amount Invested, and<br />

Offering Memorandum, are based on the investor, it is still the issuer that relies on the prospectus exemption to distribute the securities. See Table B<br />

on page 28 for a summary.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

33


PROSPECTUS-EXEMPT MARKETS INVESTMENTS IN THE PROSPECTUS-EXEMPT MARKET BY ALBERTANS<br />

4. Registration<br />

<strong>Market</strong> participants must register if they are in the business of trading or advising in securities or managing<br />

investment funds, unless the firm is able to rely on an available exemption 17 . There are several categories of firm<br />

registration. These include dealer categories, adviser categories and the investment fund manager category.<br />

This section provides an overview of the registered firms that are principally regulated by the ASC and the<br />

categories in which they are registered.<br />

Chart 34: Distribution of Alberta PR Firms by Number of Registration Categories<br />

Number of Registration Categories<br />

Head Office<br />

AB<br />

1 2 3<br />

QC<br />

U.S.<br />

As of the date of this report, there were 124 firms principally regulated by the ASC, the same as a year earlier.<br />

Chart 34 shows how many firms were registered in one, two or three categories. Of all Alberta PR registered<br />

firms, 55 firms (45 per cent) registered in a single category (54 firms in 2015) and, 49 (39 per cent) firms<br />

registered in three categories (50 firms in 2015). Typically, these firms were registered as Exempt <strong>Market</strong><br />

Dealers, Investment Fund Managers, and either a Portfolio Manager or Restricted Portfolio Manager. There were<br />

20 firms (16 per cent) registered in two categories (20 firms in 2015), which were typically Investment Fund<br />

Managers and either a Portfolio Manager or Restricted Portfolio Manager.<br />

17<br />

See National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.<br />

34 ALBERTA SECURITIES COMMISSION


REGISTRATION<br />

Chart 35: Number of Alberta PR Firms in Each Registration Category<br />

68<br />

69<br />

60<br />

Number of Firms<br />

40<br />

49<br />

34<br />

20<br />

16<br />

6<br />

0<br />

Exempt <strong>Market</strong><br />

Dealer<br />

Investment<br />

Dealer<br />

Investment Fund<br />

Manager<br />

Mutual Fund<br />

Dealer<br />

Portfolio Manager Restricted<br />

Portfolio Manager<br />

Chart 35 shows the total number of registrations in each category 18 . Since firms may register in multiple<br />

categories, please note that the sum of all registrations is not the same as the total number of firms principally<br />

regulated by the ASC. As of the date of this report, the most common category of registration among Alberta PR<br />

firms was Investment Fund Manager, with 69 firms registered (compared to 70 in 2015), followed by Exempt<br />

<strong>Market</strong> Dealer, with 68 firms registered (71 in 2015). The next most common was Portfolio Manager with<br />

49 firms (46 in 2015) and Restricted Portfolio Manager with 34 firms (36 in 2015). There were also 16 firms<br />

registered in the Investment Dealer category (15 in 2015) and six firms registered in the Mutual Fund Dealer<br />

category (no change).<br />

18<br />

Categories with zero Alberta PR firms have not been shown.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

35


REGISTRATION<br />

5. Energy <strong>Market</strong>s<br />

Chart 36: Energy Transacted on NGX<br />

Energy Traded or Cleared (PJ)<br />

15<br />

10<br />

5<br />

3,148<br />

Canadian Crude Oil<br />

Canadian Power<br />

Financial Canadian Natural Gas<br />

Physical Canadian Natural Gas<br />

Physical US Natural Gas<br />

U.S. Crude Oil<br />

U.S. Power<br />

0<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

2007<br />

2008<br />

2009<br />

2010<br />

2011<br />

2012<br />

2013<br />

2014<br />

4,458<br />

6,055<br />

7,142<br />

8,422<br />

9,154<br />

10,495<br />

2015<br />

12,714<br />

14,367<br />

16,349<br />

15,161<br />

13,828<br />

12,221<br />

12,705<br />

12,361<br />

Chart 36 shows the total energy contracts traded or cleared on NGX each year since 2001. Total volume<br />

transacted in 2015 decreased slightly to 12,361 PJ, down 2.7 per cent over 2014 when 12,705 PJ was<br />

transacted across various natural gas, crude oil, and power contracts. Combined, natural gas activity amounted<br />

to 96 per cent of the energy transactions on NGX in 2015, down from 97 per cent in 2014. Physical Canadian<br />

Natural Gas (contracts with physical settlement) accounted for 89 per cent of total transactions in 2015, which<br />

totalled 11,003 PJ, similar to the 11,120 PJ in 2014. The second largest volume of transactions was in Physical<br />

U.S. Natural Gas, which totalled 805 PJ in 2015 (6.5 per cent of the total), also similar to 2014 volumes of<br />

839 PJ (6.6 per cent). Financial Canadian Natural Gas (i.e. contracts with financial settlement) decreased to<br />

85 PJ (0.7 per cent) in 2015 from 390 PJ (3.1 per cent) in 2014. Power contracts increased by 32 per cent in<br />

2015. Canadian Power amounted to 283 PJ (2.3 per cent) of total volumes, up from 227 PJ in 2014 while U.S.<br />

Power totalled 184 PJ (1.5 per cent), up from 128 PJ a year earlier.<br />

36 ALBERTA SECURITIES COMMISSION


ENERGY MARKETS<br />

6. Appendix: Methodology<br />

Listed Issuer <strong>Market</strong>s<br />

For the analysis of listed reporting issuers, data has been combined from ASC records, the TMX, SEDAR and<br />

Bloomberg. This allowed the report to include all listed reporting issuers in Alberta and conduct analysis by<br />

principal regulator, instead of head office location. This section summarizes how this combined data was created<br />

and highlights some differences between key fields.<br />

ASC Records<br />

The ASC maintains a record of all issuers reporting in Alberta, based on reporting by issuers on SEDAR, which<br />

includes issuers listed on the TSX, TSXV and other exchanges. This record includes the following fields of<br />

interest, among others:<br />

• industry;<br />

• location of issuers’ head office;<br />

• issuers’ principal regulator; and<br />

• the exchanges on which the issuer is listed.<br />

TMX Data<br />

The TMX has data for issuers listed on the TSX and TSXV exchanges as of December 31 each year. The dataset<br />

includes the following fields of interest, among others:<br />

• market capitalization at December 31;<br />

• industry, as defined by the TMX;<br />

• location of the issuers’ head office; and<br />

• whether the issuer graduated from the TSXV, in the case of TSX-listed issuers.<br />

Combined Data<br />

Table C shows the primary source for data used in the analysis of listed reporting issuers in this report.<br />

Table C: Data Sources for Combined Dataset<br />

Data Field<br />

<strong>Market</strong> capitalization<br />

Industry<br />

Principal regulator<br />

TSXV graduate<br />

Source<br />

TMX when available, otherwise Bloomberg, with foreign currencies converted into<br />

Canadian dollars as at December 31 based on the spot foreign exchange rate at the<br />

time. Also, the market capitalization from Bloomberg was used when it was more than<br />

two times the market capitalization from TMX.<br />

TMX when available, otherwise SEDAR. TMX oil and gas, and diversified industries<br />

were segmented for this report based on the SEDAR industry selections.<br />

ASC records.<br />

TMX.<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

37


APPENDIX: METHODOLOGY LISTED ISSUER MARKETS<br />

As shown in Chart 37 and Chart 38, the combined data provides a more comprehensive picture of the total<br />

number of reporting issuers and the market capitalization of those issuers.<br />

Chart 37: Number of Issuers by Data Source<br />

4,000<br />

4,190<br />

ASC<br />

495<br />

4,264<br />

ASC<br />

604<br />

4,146<br />

ASC<br />

558<br />

4,022<br />

3,858<br />

ASC<br />

599 ASC<br />

661<br />

Number of Issuers<br />

3,000<br />

2,000<br />

TMX<br />

3,695<br />

TMX<br />

3,660<br />

TMX<br />

3,588<br />

TMX<br />

3,423<br />

TMX<br />

3,197<br />

1,000<br />

0<br />

2011 2012 2013 2014 2015<br />

As shown in Chart 37, the number of issuers included in the data is about 17 per cent greater on average with<br />

the addition of reporting issuers listed on other exchanges. “TMX” indicates the number of issuers for which the<br />

data was sourced from the TMX, and “ASC” indicates the number of issuers for which the data was sourced from<br />

ASC records for purposes of this report.<br />

Chart 38: <strong>Market</strong> <strong>Capital</strong>ization of Issuers by Data Source<br />

<strong>Market</strong> <strong>Capital</strong>ization ($ Billions)<br />

3,000<br />

2,000<br />

1,000<br />

2,607B<br />

ASC<br />

563B<br />

TMX<br />

2,043B<br />

2,723B<br />

ASC<br />

541B<br />

TMX<br />

2,182B<br />

3,095B<br />

ASC<br />

748B<br />

TMX<br />

2,346B<br />

3,278B<br />

ASC<br />

757B<br />

TMX<br />

2,520B<br />

3,149B<br />

ASC<br />

848B<br />

TMX<br />

2,301B<br />

0<br />

2011 2012 2013 2014 2015<br />

Chart 38 shows that the total market capitalization of all issuers included in the data is about 30 per cent<br />

greater on average with the addition of reporting issuers listed on other exchanges.<br />

38 ALBERTA SECURITIES COMMISSION


LISTED ISSUER MARKETS APPENDIX: METHODOLOGY<br />

Chart 39: Total <strong>Market</strong> <strong>Capital</strong>ization by Sedar Head Office (Top) and PR (Bottom) for 2015<br />

AB BC ON QC<br />

850B<br />

800<br />

<strong>Market</strong> <strong>Capital</strong>ization<br />

600<br />

400<br />

462B<br />

580B<br />

200<br />

143B<br />

0<br />

AB BC AB BC ON AB BC ON QC Other BC ON QC<br />

Chart 39 shows total market capitalization of issuers in 2015 with the SEDAR-reported head office on the top<br />

axis and the PR on the bottom axis. There are relatively few cases where the two are not the same, with the most<br />

noticeable exception being one large issuer headquartered in Québec with Ontario as the PR. While this report<br />

has been prepared on the basis of PR instead of head office location as in prior reports, the overall conclusions<br />

drawn on the basis of PR should apply to the head office as well.<br />

Chart 40: Total <strong>Market</strong> <strong>Capital</strong>ization by TMX Industry (Top) vs. Sedar (Bottom) for 2015<br />

Other<br />

Other<br />

Closed-End<br />

Funds<br />

Communicatio<br />

ns and Media<br />

Diversified<br />

Industries<br />

Oil and Gas<br />

Services<br />

ETP<br />

Financial<br />

Services<br />

Other<br />

Other<br />

Mining<br />

Integrated Oils<br />

Junior Oil and<br />

Gas<br />

Oil and Gas<br />

(unspecified)<br />

Oil and Gas<br />

Producers<br />

Real Estate<br />

SPAC<br />

Other<br />

Utilities and<br />

Pipelines<br />

<strong>Capital</strong> Pool<br />

Companies<br />

Clean<br />

Technology<br />

Closed-End<br />

Funds<br />

Communications<br />

and Media<br />

<strong>Market</strong> <strong>Capital</strong>ization<br />

($ Billions)<br />

Diversified<br />

Industries<br />

Exchange Traded<br />

Products<br />

Financial<br />

Services<br />

Forest Products<br />

and Paper<br />

Life Sciences<br />

Mining<br />

Oil and Gas<br />

Real Estate<br />

SPAC<br />

Technology<br />

Utilities and<br />

Pipelines<br />

600<br />

400<br />

200<br />

0<br />

0B<br />

30B<br />

98B<br />

162B<br />

499B<br />

98B<br />

689B<br />

24B<br />

80B<br />

182B<br />

348B<br />

91B<br />

1B<br />

80B<br />

164B<br />

The industry classifications used by the TMX and SEDAR are different, with greater segmentation in the SEDAR<br />

sub-categories. For those issuers listed on the TSX or TSXV exchanges, the TMX classification was chosen,<br />

with two notable exceptions for the purposes of analysis of the Oil and Gas industry. All Oil and Gas issuers are<br />

grouped by the TMX in one category, while SEDAR has four sub-sectors: Integrated Oils, Junior Oil and Gas, Oil<br />

and Gas Producers and Oil and Gas Services. Where Oil and Gas issuers in the TMX data could be mapped to<br />

THE ALBERTA CAPITAL MARKET – 2016 REPORT<br />

39


APPENDIX: METHODOLOGY LISTED ISSUER MARKETS<br />

SEDAR, the SEDAR industry classification was used for the purposes of greater segmentation. The TMX also<br />

includes Oil and Gas Services in Diversified Industries. For the purposes of this report, these issuers were<br />

reclassified where possible to Oil and Gas Services. In aggregation, Oil and Gas Services were included in the<br />

Oil and Gas category for purposes of this report, not in Diversified Industries.<br />

Chart 40 shows the effect of this reclassification for issuers in the TMX dataset, on the basis of market<br />

capitalization for 2015, with the differences between the TMX and SEDAR classifications distinguished by colour.<br />

The TMX industries are listed on the top axis and SEDAR industries are listed on the bottom. Note that certain<br />

TMX industry categories were classified into Other for purposes of this report.<br />

Chart 41: Total <strong>Market</strong> <strong>Capital</strong>ization by Sedar Industry (Top) vs. TMX (Bottom) for 2015<br />

<strong>Market</strong> <strong>Capital</strong>ization<br />

($ Billions)<br />

1,000<br />

500<br />

0<br />

Other Industries<br />

Closed-End Funds<br />

Communications<br />

and Media<br />

Diversified<br />

Industries<br />

Exchange Traded<br />

Products<br />

Financial Services<br />

Mining<br />

Oil and Gas<br />

Real Estate<br />

Utilities and<br />

Pipelines<br />

<strong>Capital</strong> Pool<br />

Companies<br />

Clean Technology<br />

Forest Products<br />

and Paper<br />

Life Sciences<br />

SPAC<br />

Technology<br />

Closed-End Funds<br />

Communications<br />

and Media<br />

Diversified<br />

Industries<br />

Exchange Traded<br />

Products<br />

Financial Servic..<br />

Mining<br />

Diversified<br />

Industries<br />

441B<br />

Oil and Gas<br />

98B<br />

Real Estate<br />

162B<br />

Utilities and<br />

Pipelines<br />

489B<br />

98B<br />

1,029B<br />

200B<br />

377B<br />

93B<br />

164B<br />

Note: blanks show additional reporting issuers not classified by the ASC into TMX classifications.<br />

For reporting issuers listed on other exchanges, the SEDAR industry classification was used, with the placement<br />

of issuers into the existing TMX classification where the categories seemed to be consistent. All additional<br />

categories were moved to Other.<br />

Chart 41 shows the main differences of this placement, on the basis of market capitalization, for all reporting<br />

issuers in 2015. The SEDAR classification is shown on top (with sub-categories aggregated) and the TMX category<br />

on the bottom. Note that there are several blanks on the bottom axis. These blanks represent issuers listed on<br />

other exchanges where the SEDAR-reported industry could not be mapped to an equivalent TMX industry.<br />

40 ALBERTA SECURITIES COMMISSION


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