Lynn Johannson, Advisor, Sustainability and ESG
January 4th, 2024
NCFA Canada | Mar 22, 2019
About this episode: On this Episode of the Fintech Friday's Podcast, our host Manseeb Khan sits down with Richard Carleton the CEO of the Canadian Securities Exchange. They chat about the future of Canadian Securities, STO's and Icelandic mining being the next big thing. Enjoy! (Transcript)
GUEST: RICHARD CARLETON, CEO, Canadian Securities Exchange (Linkedin)
BIO: Richard Carleton was appointed CEO of the Canadian Securities Exchange in July 2011. During his tenure, Richard and the CSE team led a re-capitalization of the exchange in 2012-2013 and established relationships with key influencers in the Canadian securities industry and beyond. These efforts positioned the exchange to take a leading role in the provision of public capital to entrepreneurial companies; from 2014 on, the CSE set a series of records for new listings, capital raised by issuers and trading turnover. An early advocate for the cannabis industry, the CSE is now the global exchange leader in the listing of issuers in the space. Recognized by the Financial Post Magazine as one of Canada’s “25 Cannabis Industry Power Players”, and a recipient of the American Trade Association’s “Captain of Industry” Award in November 2018, Richard is a frequent speaker on early stage company finance issues around the world.
Intro: Welcome fintech Friday's a weekly podcast brought to you by the National Crowdfunding and Fintech Association of Canada and partners.Covering all things fintech block chain be AI and alternative finance.
Manseeb Khan: Richard, thank you so much for sitting down with me today. I'm super excited to jump right in.
Richard Carleton: My pleasure. Even if it's not fantastastical. But, you know, it's obviously a pretty high bar to hit. So, I'll do my best.
Manseeb Khan: I'm pretty sure you could definitely hit that bar. So, Richard, just for the audience. Could you give us a real quick rundown of a little bit of your background in the Canadian Securities Exchange and a little bit more about you, because you do have a really extensive career when it comes to Canadian securities. I mean, you have a 30 plus year career run and could just give us a little bit more of like the highlight reel.
Richard Carleton: I was going to say that. Yeah, that that was sort of a polite way of saying that I'm you know, I'm an old guy. But to that, thank you for that. I guess the quick thumbnail sketch of the Canadian Securities Exchange first is that we will shortly be celebrating our 15th anniversary as an exchange in Canada. We are obviously one of a small handful of exchange facilities that we have in Canada, including the Toronto Stock Exchange, the TSX Venture Exchange, NEO, and Nasdaq Canada. And that's pretty much it. And the exchange was originally conceived as a way to provide a lower cost of capital for early stage or growth stage or venture companies or whatever you want to call them, to basically secure growth capital from the public markets, potentially as an alternative to venture capital, private equity, angel financing and so on. But to do so in a way that, you know, provided a better, I guess, less friction in raising that needed growth capital for early stage businesses. And, you know, it's obviously been a long history to get where we are within a few weeks. I think we'll be listing our 500th company, which is an amazing milestone for a startup organization to meet. And we have, I think certainly over the last three, four years each year set a record for the amount of capital that's been raised by companies listed on the exchange. Last year, for example, it was more than five billion dollars that was that was raised on the Canadian Securities Exchange by listed companies. Well, the headline is basically driven by the cannabis industry, particularly the cannabis industry in United States. Most recently, we've also been very well done, very well with the mining industry, oil, and gas exploration, as well as the fintech space. We have a lot of fintech companies that have joined the exchange over the last two, three years. Again, seeking growth capital, looking to get name recognition in the marketplace and work with companies in a variety of capacities to supply technology or advise them on how to become more efficient in their own operations. So, by implementing different aspects of whether it's a block chain or some other fintech related products. So that's basically where the exchange positions itself. You know, myself, I'm you know, I guess I'm a recovering lawyer is how we describe it. I was in private practice briefly in Toronto before joining the legal Department of the Toronto Stock Exchange. As I was going to say in the end during the last century and worked legal capacity for the exchange for a while. And then I jumped over onto the business management side of the organization to run market data index. I was heavily involved in the creation of the first ETF that listed in Canada and I ran the ETF program at the Toronto Stock Exchange. I also ran the index program and worked with Standard and Poor's to create the new composite index and 60 indexes as they were back in 98 or ninety-nine of their bets. Following my career with the Toronto Stock Exchange, I worked in Toronto and New York City as a consultant with a variety of organizations. Generally speaking, you know, in a business development role and joined the Canadian Securities Exchange actually there advisory committee when they were being set up in about 2000 to join the organization on a full time basis in 2006 to launch something called Pure Trading, which was the first continuous auction market facility to trade TSX and venture listed stocks. There are now many, many venues that that are doing the same thing, became CEO of the organization back in 2011. So that's pretty much, I guess, a quick rundown of an old guy on Bay Street.
Richard Carleton: I mean, again, like I mentioned before, like you do have a really incredibly extensive background. I mean, I'm pretty sure not many people would know that you actually had you have a really big hand to play when it comes to towards the entire like Payment Rail, like the entire rail line, you help set it up and actually make it what it is today and make and creating it what it's going to become in the future with the new. Well, actually, this is this is not this is not announced yet . But could you talk a little bit more of the Canadian Securities Exchange blockchain enabled clearing and settlement facility. You did help set up the original one, what is it going to look like now with block chain enablement ?
Richard Carleton: Yes. So, we looked we made an announcement in February 2018 that we are looking to launch a clearing and settlement facility that was based on block chain. Now, you know, the plumbing itself is kind of interesting, but actually it's really not the most important aspect of it. Really, what we're looking to do is to provide a regulated framework really within the context of the existing securities industry infrastructure, if want to call it that, for people to list tokenized securities and have them trade in a conventional exchange. Right. So, they would trade these tokens using their existing brokerage accounts, whether it's a full-service broker or discount broker, what have you. But most importantly, that the in effect, all of the deeply unsexy back office stuff would be handled on a, you know, by a new clearing and settlement agency that would use block chain to provide what we call near real time or real time clearing and settlement to dramatically reduce the friction and costs associated with what's called in the industry entitlements management. So that's essentially how dividends and another benefits flow from the issuer to the, you know, the ultimate shareholder. And it also gives, of course, to the companies themselves, the issuers. So, some important advantages in terms of proxy voting and shareholder communications and the ability to conduct very targeted investor relations, because the visibility into who they're, you know, who the real shareholders are is just so much better than it is with the legacy or existing infrastructure. So, which, of course, we currently use. So, I guess it is. Now, we've had some criticism from folks on the blockchain industry that we're not being aggressive enough to disinterment the brokers and transfer agents and some of the other folks that are involved in the current securities processing field. But, you know, from our perspective, we can attack the biggest sources of cost and risk and inefficiency by actually working within the system as opposed to having to create a whole separate infrastructure to provide a safe and regulated trading environment for these token securities.
Manseeb Khan: Awesome. I mean, yeah. Know it's definitely going to help clean up. I guess for lack of a better word, like a cleanup, a lot of the inefficiencies that are currently that some people are currently facing with the payment rails. And I mean when it comes to, like you said, some that some people in the blockchain are saying you guys aren't aggressive or not aggressive enough. This is only just the beginning. Right. I mean, it's still very ambiguous when it comes to what we are kind of looking for in the blockchain space like this is we're very, very early on. So., I don't know to them. I guess no, that's right.
Richard Carleton: Yeah, I mean, I wouldn't say that my crystal ball is perfect by any stretch of the imagination. And you're right. I mean, we're unleashing something. And it's you know, it would be fascinating to see, you know, where it ultimately winds up. But again, you know, doing this is entirely consistent with the, you know, the mission that I talked about at the outset. And that is, you know, we are looking to reduce the cost of capitals for early stage companies. And if you think about it, I mean, again, perfect example. When we made our announcement, you know, we had a lot of companies come up with some very interesting and novel securities that they would put in into a smart contract that would then list on the exchange. But within a few days, we actually had, you know, some very traditional industries like mining, for example. And, you know, one of the ways that the most common forms of mining finance for a company that finds a commercial grade deposit and for the sake of argument, they need 500 million dollars to put that, you know, to put a mine into production. Typically, what they will do to finance that is not actually issue more shares to the public or do a secondary offering, for example, to raise that money. Instead, what they'll do is negotiate a royalty agreement with a private equity fund that are that are set up. And there's a lot of these funds that are set up to provide this kind of financing. But because the mining company really has the, you know, the lower hand here, you know, they really are dealing with a small group of thousand-pound gorillas in this space. The terms and conditions on that royalty are very, very hard for the heap. You know, the junior company to swallow, but they have no choice. If they can take that royalty instrument. So basically, a contract to pay a certain percentage of the of the revenues that are generated by the mine or, you know, actually in species. So, in some cases, you know, they'll give you a gold, for example, in return for the financing. You'll be able to market that deal to the public through that by using a smart contract, a tokenized security, if you will, at a considerably more advantageous price than you'll be able to do with the thousand-pound private equity gorilla. And as I say, within days of making the announcement, we had a number of folks from the mining industry say this is fantastic. This will really cut our cost of capital. It will make our financing activities significantly more easier. And look at it from the investor perspective. These are very high-quality securities that generate a regular stream of income that they're not available to the typical retail investor these days. So instead of having a few rich guys that run a private equity fund benefit from this sort of investment opportunity, we're able to actually, you know, take it to a much, much broader retail investing audience. So, we think we think that this is just a phenomenal thing for the company to do, potentially.
Manseeb Khan: Yeah, I absolutely agree with you. I mean, nobody would have really thought of like, hey, the fact that you guys are rolling, rolling this out, mining companies is definitely not the first thing that comes to mind. That's. That's definitely news for me. Like for fintech companies. Sure. That makes sense. Cannabis companies? Absolutely. But for mining companies, That's. Wow, that's a very interesting beast to be interested in the whole blockchain innovation stuff that you guys are doing.
Richard Carleton: Yeah, you know, you're right. As I say, it actually caught me by surprise because I figured it would be a, as you say, folks that were coming from the blockchain at the crypto world, who would be the end of this year. But interestingly enough, it's. It may, in fact, be all facets of the junior capital space in Canada.
Manseeb Khan: Yeah. No, I agree. I think it's if anything, this is like a really happy surprise. This is just going to help. Especially coming from more of the fintech angle and the crypto angle. It's just going to give more market validation of like, hey, you know, like we have old school mining companies that are actually willing to back us up and they see they can actually the potential. And it's so it's just going to help further along the agenda. Right. So, I guess with I mean, like up until last year and this year, I mean, STOs have been a huge hype around the industry right. How we're going to have the security tokens, they're going to come in there, can help stabilize a lot of the inefficiencies that is going on the market. So, I guess what can we expect from the Canadian Securities Exchange? What does this like? What does a security token mean to them? And what can we kind of expect coming or just moving for right now, that we have this new blockchain thing we can see that we're going to expect an STO right?
Richard Carleton: Well, so I tell people who. Now I get phone calls probably still three to five times a week with somebody who wants to get launch, you some kind of tokenized security. We can list a tokenized security tomorrow. It's a security where the Canadian Securities Exchange, we list securities, we trade securities. But until we have this clearing and settlement facility up and running, it will have to clear and settle using the legacy infrastructure in Canada, which has operated actually by our competitors at the TMX Group through the Canadian Depository for Securities. That means T plus two clearing and settlement. It means that the dealers have to post capital against a trade failure during that three-day period before the trade ultimately settles. That means the old fashioned and very inefficient means of managing entitlements. So, the company pays the transfer agent, who pays CDS, who pays the dealer who ultimately pays the holder of the security. And through that chain, there's often broken telephone and payments and other benefits go astray. There's also, of course, no visibility for the issuer in terms of who their shareholders are ultimately, because the securities are all held in what you call street names. So, you know which investment dealer holds the stock, but you don't know who the actual holder is, for example, unless, of course, they're willing to tell you. So, as I say, we could, you know, give people a head starts and get security tokens into the marketplace and trading at this point. But we're not really addressing the or providing the benefits that the security tokens will ultimately do to say everybody on the chain, whether it's the issuer, the market participants like the dealers and us and of course, the investors, you know, we're just not there yet until we provide this clearing and settlement facility. So, where we are in that project is, we are in the final stages of doing our internal quality assurance testing. The system is actually integral to our trading system. So, it's not a separate bolt on that's coming from a third-party vendor. I mean, it is coming from a third-party vendor. But as I say, this is part and parcel of our world technology stack. It will be an essentially a private iteration of an Ethereum protocol-based network. It will live behind what I'm calling the securities industry firewall. So that's the existing network that we have in place to manage orders and trade instructions and so on. It's of course, we use, you know, essentially state of the art, hardware and software and encryption technologies to provide as good a level of security as we possibly can. We'll be and again, for the more technically adept folks listening, which of course doesn't include me yet, we because it's behind the firewall and the access to the each of the wallets is permission by us and the information is encrypted. We're turning the hashing to zero so that we won't have the kind of scaling issues that currently plague, I guess some of the folks that are using public iterations of blockchain technology. So, we're confident that we would be able to handle a very significant number of transactions per second, for example, without compromising the performance of the system. And the basically, again, as I said, the dealers will then have the wallets themselves, which they'll be able to factionalize down to the individual beneficial account level. So, we will shortly be putting this system into our external test environment, working with a select group of investment dealers and service providers in Canada to basically identify what additional work and integration that they need to do going into the project. We know there are two big gaps that have to be addressed. The first one is that, you know, the digital representations of the tokens will get to the wallet. Then the dealer will have to figure out how to update the client's systems. Sorry that the client account system and the dealer, of course, is also going to have to get cash into the system to backup orders so that if we're going to have a real time clearing and settlement capability, the cash has to be provided at the time that the order goes into the goes into the system. So, having the dealers figure out how to get their own cash systems, which are currently batch based, some of them are written in assembler and those are the newer ones. There's probably some cobalt kicking around in there. So, these systems date back to the late 70s, early 80s for many of the large banks. They'll have to fit, as I say, figure out how to take their legacy cash management systems and think about them in more of a or adapting them to a in effect, a real time payments world. I thought, you know, having worked on a lot of projects with the Bay Street firms over the years that we were, you know, really going to get kicked in the shins over this thing, that there would be a lot of reluctance to support this work. I'm happy to say that I was 100 percent wrong. The dealers are extraordinarily interested in pursuing this project. They see the That's, you know, not just for themselves, but, you know, for the rest of the pieces of the puzzle. You know, we've had very enthusiastic support from a number of leading members of the dealer community to work on the project so that the feedback is I say to date has been just phenomenal. And as I said, we're going to we're going to get a lot of support from the dealer community to see this project through to completion. Probably over the course of the next year.
Manseeb Khan: Right. I mean, that's exciting news. I mean, the fact that you didn't get the fact that they expected a pushback and getting kicked in the shines that you didn't. That's not know itself. That's very exciting.
Richard Carleton: I was very happy about that.
Manseeb Khan: I mean, hey, I would be too honest. Like I would 100 percent like a guy like the mining thing of like what? You OK? Sure. Yeah. No, for sure. This is you know, you could totally use this too no problem. It's crazy. So, you did. You did touch on a little bit. What does this kind of mean in the burden reduction sense? I mean burden reduction has been a topic that we've had on the show a couple times. I guess now with this new technology that you guys are rolling out, what could this mean for burden reduction for companies?
Richard Carleton: Well, as they say from the company perspective. You know, this enables them to basically roll out new and interesting securities. Which, you know, have the opportunity or possibility of cutting the cost of capital for the for the issuers. It also gives them the opportunity to think about or look at, you know, new ways of proxy voting and shareholder communication, because if you're able to basically have that direct channel to the individual beneficial shareholder, why not use it? Instead of printing off three inches of paper, the management circular, the proxy forms, the glossy brochure, and all of that stuff that you get. I mean, that's extraordinarily wasteful. And, you know, really how many people actually go through that information in any great detail. And as I say, I think that, you know, the exciting thing is that it does take a lot of deals. So, a lot of business structures that get done in the private equity setting. I mean, again, this this gets away from, you know, sort of the traditional type securities. But, you know, the everybody knows about, you know, Michael Jackson's having purchased the, you know, the Beatles back catalogue. And then collecting all of the royalties associated with, you know, advertising and. And, you know, radio play. And all of that stuff. You know, other ways that you monetize that, you know, that catalog. And you know that really only feasible using present technology as a private equity deal, because, you know, there's only one holder of that security. Basically, it was it was Michael Jackson. Right. Whereas, you know, if you have smart contracts and you use that to securitize the back catalog of an artist, let's say, you know, the smart contract can actually take care of a lot of the heavy lifting in terms of managing that. You know, the royalty payments through to the beneficial shareholders. So, it gives artists, for example, you know, again, an opportunity to reach a broader potential investment audience that in all likelihood, more attractive terms than the private equity guys will shake you down for. And it gives them know pretty new and novel investment opportunity for retail investors. As I say, you know, it's not the rich folks that typically play in the private equity space, but an opportunity for all retail investors to participate in that new and interesting investment opportunities. And then, of course, when you get really down the road a bit and, you know, we've got these entitlements processes set up better, you know, if the artist, for example, like if you hold a token that, you know, is a security and somebody is back catalog, you know, you can use that. The blockchain, of course, to send them know concert ticket offers. You dropped a video or, you know, new track or whatever. You can send it to people, and they can listen to it for a couple of days before, you know, like the Mission Impossible thing at all. You know, kind of blows up to ether bits or something. So, you know, it's really is. Yeah. But I mean, these are the sorts of things that, you know, we will provide the infrastructure and we'll sit back and let smart people figure out, you know, cool things to do with it. You know, that that's actually the most fun of. All right. Is to you know, we will create the canvas and we can let the you know, the artists paint it that that's really what we're trying to do here right now.
Manseeb Khan: That's. I mean, you guys people at over at the Canadian Securities Exchange , they have some smart people to look at that confused. He's just he's just joking, so on offence to anybody that's listening.
Richard Carleton: Yeah. Don't get me wrong, guy. But I know artists.
Manseeb Khan: I'm just kind of like, got to cover my ass. And like. Well, everyone's smart. You were good.
Manseeb Khan: So aside from the amazing, you know, upcoming technology that you guys are working on, what else can listeners be excited about coming out of the Canadian Security Exchange you guys? I mean, you guys have been a huge focus on the cannabis industry last year and this year, I mean is there anything else that we could be expecting?
Richard Carleton: Well, you know, I always tell people when they say, oh, you guys are focused on the cannabis space. We're not focused on any space. What we are is a reflection of what transactions are getting financed in the industry. Right. So last year, a lot of cannabis deals went public and they went public on the Canadian Securities Exchange. That's great, right? Yeah. Next year. Who knows what it might be, but? But I could sit here and say, you know. Yeah. Well, we'll focus on I don't know. Mining in Iceland. You know what? We'll go to Iceland. We'll do lots of roadshows and we'll pitch, you know, Icelandic Miners or whatever. It doesn't matter what we do. It's all about what investors are prepared to put their money behind. And as I say, we've obviously had a great run with the cannabis space last couple of years. And as I said, I don't want to downplay the mining and the fintech industries as well. You know, they've contributed a lot of companies to the up to the Canadian Securities Exchange over the last couple of years. So, you know, we've certainly we've seen certainly some shifts in the cannabis space, even, you know, people are looking more at the United States as a as an investment opportunity as opposed to companies that are focused solely in Canada, for example. Again, I think for me on the fintech space, we've definitely seen a shift away from companies that we're focused on supporting or having some angle in the cryptos space versus, you know, coming up with real applications for real businesses. You know, whether it's blockchain or other efficiencies that can be brought to the payment system or other health-tech and insurance tech and all of those sorts of things. But again, you know, we can we can say whatever we want. It actually doesn't matter because it's really all about what the you know, what the investing public are supporting and trading.
Manseeb Khan: Of course, I love it. I love it. I mean, you know, I'm super excited to kind of see what this year big industry is going to be like. You said last year, cannabis. This year it could be Icelandic mining for God knows.
Richard Carleton: You know, I have nothing against Icelandic miners, by the way. But yeah, I was simply using that as an extreme example.
Manseeb Khan: I mean, I don't know. I don't know. They've been doing some incredible work there in Iceland. So, I don't know. I'm just so good. So, Richard, to wrap it up, we'll read the best way for listeners to either contact you or the Canadian Securities Exchange. Would it be through Snapchat, email, like. carrier pigeon, smoke signaling how we would contact you guys?
Richard Carleton: Well, we're very active on social media and it should follow us on, you know, your choice of Facebook, LinkedIn, Instagram. And what's the one I'm missing? Twitter. Yeah, yeah, yeah. Twitter. I'm a I'm a Facebook refusenik, though, so. But, you know, I will then and I'm also not a registered user of Twitter, although, you know, we do have the company account periodically, although I'll sneak in that way. Mm hmm. But that's a good way. We also have a on our Web site, which is, you know, W W W the CSC dot com is our Web site. We have a section which is devoted to the blockchain project. Hasn't been updated for a bit, but we'll be putting some new information up there and we will be keeping people up to date in terms of the progress that we make. Which will be, we hope, quite a lot over the next three, four months. Then we're going to go quiet for a little bit. When I deal with the regulators and convince them that we know what we're doing and that we've anticipated all of the questions and issues that they have with the operation of the system. And, you know, my coordinates are, you know, for better or for worse, are on the Web site and people can, you know, hit on me that way or, you know, by LinkedIn or various other social media.
Manseeb Khan: Yeah, lots of maybe in the future you might even though you might even be on Twitter. Who knows? We'll see.
Richard Carleton: No, no, that's not happening. I'm definitely not. I don't know. Maybe, but definitely, definitely not. Facebook.
Manseeb Khan: Richard, thank you so much for sitting down with today. And I mean, we're super excited, we're pretty much sitting on the edge of our seats, seeing what you guys are going to be doing over at the Canadian Securities Exchange
Richard Carleton: Me, too. OK. Thank you very much. it's a pleasure to speak with you. Thank you.
Manseeb Khan: Yeah. No worries.
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