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DICKSON CONSULTING

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Listing on London Stock Exchange

AIM Market

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Table Of Contents

• Overview of AIM• Factors in Accessing Company Suitability• Pros and Cons of AIM• Examples of Benefits• Examples of Risks • Examples of Key Issues• Targeted Shareholders• Sample Timetable• Professional Advisors• Role of Nomad• Role of Broker• AIM vs. NASDAQ

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Overview of AIM

• “Small company” stock exchange portion of London Stock Exchange

• Platform for higher risk investments• Since 1995 2,200 AIM companies have used

AIM to go public• Total market value of $71.6 billion-pounds• Largest market cap company-$1.6 billion-

pounds• Number of companies in market value range of

$100 to $250 million pounds-131• Since 1995, 250 international companies

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Factors in Assessing Company Suitability

• Management team– Capability– Integrity

• Viable business model– Growth– Deliver value to shareholders

• Valuation acceptable to all parties• The expectation is that at least $10 million

(USD) will be raised, with market cap of $20 million minimum.

• Corporate governance

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Pros and Cons of AIM

Pros of AIM• Less regulatory structure

compared to U.S. • Fewer rules and costs• Access to capital• Market value of company

more readily established • New investors• Market for stock• Public profile

Cons Of AIM• Key decision of officers

and board members have increased visibility

• Uncertainty of market conditions and other factors could impact share price

• Communication with investors (roadshow)

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Examples of Benefits

• Additional cash for more rapid growth

• Exit strategy for existing shareholders

• Publicly traded market

• Increased visibility/communication

• Entry or Reentry into European market with product

• Employee morale resulting from benefits of share ownership

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Examples of Risks

• Product not viewed as unique/competitive

• Small company viewed as one product company

• Product development not far enough along

• Infrastructure not adequate for public company

• Expense of being a public company

• Time required

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Examples of Key Issues

• Is this the most appropriate strategic alternative?

• Existing shareholders sale at time of IPO?• Reaction to dilution?• Market price at time of initial offering?• Market price after initial offering?• Infrastructure to support public company?• Time required for CEO/CFO?

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Targeted Shareholders

• Venture capital trusts listed on the LSE

• Firms that specialize in investing in AIM market

• High net worth individuals/retail investors

• Larger financial institutions. Examples:– Merrill Lynch – Fidelity – Goldman Sachs

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Sample Timetable• LSE course on AIM market• Appoint advisors• Draft prospectus • IR strategy• PR presentation• Complete due diligence• Analyst presentations• Complete financials• Marketing• Book closes• Impact day• Placing completion*• Trading commences• Certificates issued

*Complete documents, pricing and allocation, register prospectus, sign subscription agreement, print final prospectus

• 9/19 or 10/10• December 1• January 1• January 1• February 1• February 1• February 2-March 15• February 28• March 19- March 28• April 2• April 3• April 7• April 9• April 16

• Front end of process=Selling• Backend of process=Legal

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Professional Advisors

• Accounting firm

• Law firm

• Nominated Advisor (“Nomad”)

• Broker (may be same firm as Nomad)

• Public/investor relations

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Role of Nominated Advisor (“Nomad”)

• Access whether company is appropriate for market

• Explain the AIM rules to company’s board and ensure that the directors are aware of their responsibilities and obligations

• Project management of the process• Help pull together admission documents• Provide ongoing advice and guidance on the

AIM rules once company has been admitted

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Role of Broker

• Gauging interest and advising on pricing

• Bringing buyers and sellers of company’s shares together (marketing and book building)

• Preparing and accompanying company on the roadshow

• Trading in the secondary market

• Provide research

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AIM vs. NASDAQ

Favor NASDAQ• U.S. based market• Communications easier

with U.S. shareholders • Average capitalization

$1.2 billion

Favor AIM• U.S. regulatory

requirements (Sarbanes-Oxley)

• No minimum stock price (NASDAQ delisting if below $1 per share)

• Legal scrutiny over communications

• Average capitalization $70 million

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Services of Dickson Consulting

• Board of directors/advisory board representation– Designated financial expert

• Senior executive services

• Strategic planning facilitation

• Financing assistance

• Business valuations

• Exit strategy and M&A assistance

• Investor relations strategies

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Disclaimers

• This presentation is not intended to provide investment advice or any other advice on any company mentioned.

• The information in this presentation is believed to be correct but no assurances are provided that the information is correct.

• Events may have occurred that are significant that are not mentioned in this presentation.