vfb 2013 - your route to an aim listing - london stock exchange

25
Lucy Tarleton London Stock Exchange AIM for Growth

Post on 14-Sep-2014

584 views

Category:

Technology


0 download

DESCRIPTION

Presentation by Lucy Tarleton, London Stock Exchange

TRANSCRIPT

Page 1: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Lucy TarletonLondon Stock Exchange

AIM for Growth

Page 2: VFB 2013 - Your route to an AIM listing - London Stock Exchange

AIM for Growth

November 2013

Page 3: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Access to deepest pool of international capital in the world

Proven levels of sustained liquidity

Access to incremental research coverage

An exit route for earlier stage investors

Ability to incentivise key employees’ commitment

Significantly enhanced profile & visibility, particularly with customers & suppliers

Currency to fund business acquisitions & expand into new markets

Why list on LSE

3

Page 4: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Oct

ob

er

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

0

5

10

15

20

25

30

35

40

45

0

10

20

30

40

50

60

Further issues New issues VFTSE

De

al

va

lue

in

£b

n

Vix

in

de

x

Money raised (IPO)

(£bn)2012 2012 YTD 2013 YTD

Main Market 6.8 5.0 8.8

AIM 0.6 0.4 0.7

Total 7.4 5.4 9.5

Follow on Issues (£bn)

20122012 YTD

2013 YTD

Main Market 11.1 9.3 22.1

AIM 2.4 1.9 1.9

Total 13.5 11.2 24.0

Number of IPOs

20122012 YTD

2013 YTD

Main Market 24 17 31

AIM 43 33 41

Total 67 50 72

Source: Bloomberg and Dealogic, as of 31 October 2013

Overview of London New Issue Markets

4

Page 5: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Start - Up Early Stage Expansion Consolidation & further capital raising

Diversification of investors, M&A and International Expansion

EU Regulated

Concept & seed stage

Fu

nd

ing

req

uir

emen

t

£500k

£1m

£100k

£50k

£150m

£1bn

Not public Exchange regulatedMarket designation

Strategic consideration

Official List & EU Regulated

A choice of routes to market, ultimately dependent on company's stage of development, size & strategy

5

Page 6: VFB 2013 - Your route to an AIM listing - London Stock Exchange

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 to Sep

123145

10775

102

277

177160 162

355

519

462

284

114

36

102 9071 66

UK International Series3

Profile of AIM companiesProfile of AIM companies Admissions to AIM – 1995 to Sept 2013Admissions to AIM – 1995 to Sept 2013

Fundraisings on AIM – 1995 to Sept 2013Fundraisings on AIM – 1995 to Sept 2013 Sectors represented – by number of companiesSectors represented – by number of companies

Oil & Gas; 133

Basic Materials; 178

Industrials; 194

Consumer Goods; 62Health Care; 67

Consumer Services; 101Telecommunications; 12

Utilities; 15

Financials; 218

Technology; 110

1,090 companies, aggregate value of

£69bn

AIM is the leading market for growing companies aspiring to become larger global businesses

Over 3,400 companies raising £36bn at admission

£82bn in total (£46bn through further issues)

6

NB: Bar chart excludes 12 unvalued companies and 23 suspended

Over 1,000m

500 - 1,000m

250 - 500m

100 - 250m

50 - 100m

25 - 50m10 - 25m5 - 10m2 - 5m0 - 2m

711

40

94

142

179

228

133132

89

Market value range £m

1,090 companies, aggregate value of

£69bn

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 to

Sep

0

2

4

6

8

10

12

14

16

18

New Further Series3

Mo

ne

y r

ais

ed

£b

n

Source: London Stock Exchange Statistics

Page 7: VFB 2013 - Your route to an AIM listing - London Stock Exchange

The benefits of the AIM network

Access to

capital

Wide support network

Profile

Diverse & deep pool of capital

Strong support from institutions

Nominated advisers

Accountants

Lawyers

Banks/Brokers

Analysts

Financial PR / IR

Media

Visibility

Bargaining power with customers & suppliers

Marketability of stock

Global peer group

7

Page 8: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Understanding the AIM admission process & associated costs

Informal discussions

& fact finding

Appoint a nominated

adviser

Review of corporate structure,

governance & Board

Due diligence & drafting of admission document

Investor discussions

& placing agreements

Placing finalised & completion

meeting

IPOTHE START

OF THE JOURNEY

AIM pre-admission announcement (10 days prior to

admission)

Costs of IPO

Advisory & due diligence These include nomad, reporting accountants, lawyers and other due diligence costs. They are mainly dependent on complexity of the business & sector, but can be significantly higher for the Main Market due to legal costs of producing a Prospectus approved by the UKLA

Exchange fees Incremental based on company’s market value

Broker commission Actual % depends on the quantum & can be affected by sector and complexity of deal

Ongoing compliance – can vary with corporate activity

Nomad/Corporate adviser Similar for AIM & Main Market companies – as Main Market companies usually retain a corporate adviser

Auditors • Similar for comparable companies on AIM & the Main Market • Can vary dependent on complexity of the business

Internal Costs Include corporate governance costs including non-executive directors as well as increased public relations & investor relations efforts

Other Include exchange fees, registrars, website, AGMs etc

Fees may vary significantly depending on the size, complexity and sector of a company. 8

Page 9: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Liquidity and investors

Number of companies in each index and market cap group

Market cap RangeFTSE AIM All

ShareFTSE All Small

£0-25m 440 47£25-100m 241 109£100-500m 114 210

£500m+ 13 6Total 808 372

£0-25m £25-100m £100-500m £500m+0.00%

0.05%

0.10%

0.15%

0.20%

AIM All Share FTSE All Small

Market cap groupAvg

dai

ly v

alue

tra

ded

as %

of

tota

l m

kt

cap

AIM companies have comparable levels of daily liquidity to their Main Market peersAIM companies have comparable levels of daily liquidity to their Main Market peers

*NB: The FTSE All-Small Index consists of all the companies in the FTSE SmallCap and FTSE Fledging indices

Source: Liquidity data from Bloomberg -Time period analysed is the 6 month beginning March to August 2013. Analysis shows median within each market cap range.

• AIM companies are supported by a deep pool of institutional capital, as well as an active retail investor base

• There is a dedicated network of market professionals (brokers, research analysts, advisors)

• The FTSE AIM 50 (which includes the 50 largest UK AIM companies) is the best performing UK index this year

9

31-Dec-12 31-Mar-13 1-Jul-1380

90

100

110

120

130

140

FTSE AIM All Share FTSE AIM 50 FTSE 100 FTSE All-Share

Page 10: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Technology companies on our markets

Market cap profile of technology companies on our markets

Sector AIM Main Market

Electronic & Electrical Equipment 33 19

Fixed Line Telecommunications 4 17

Health Care Equipment & Services 28 11

Mobile Telecommunications 8 9

Pharmaceuticals & Biotechnology 39 17

Software & Computer Services 91 26

Tech Hardware & Equipment 19 20

Total 222 119

Total market cap (£bn) 14.5 653.6

Total raised (£bn) 3.3 13.0

• There are currently 341 companies in automatically qualifying tech sectors worth a combined £700bn.

• Recent IPOs have been from innovative, fast growing companies including the likes of: Plus500 (£50m), CentralNic (£7m), NetScientific (£30m), Outsourcery plc, (£11m) Cambridge Cognition Holdings (£11m), Keywords (£28m), Wandisco (£15m) and RapidCloud international (£1m.)

• Total capital raised across the technology sector on AIM and the Main Market to date is over £16bn.

Figures do not include PSM and SFM. September 2013. Based on country of domicile. Source: London Stock Exchange statistics.

Main Market

AIM

57

5

22

34

40

183

£0-£100m £100-£500m £500m +

10

Page 11: VFB 2013 - Your route to an AIM listing - London Stock Exchange

AIMMoney raised: GBP 6.03m

Venn Life Sciences is a full-service clinical research and development organisation

December 2012

AIMMoney raised: GBP 15m

A provider of software for global enterprises to meet the needs of Big Data and distributed software development

July 2012

AIM Money raised: GBP 2.5m

A UK based supplier of advanced testing systems to the global motor industry for research and development and for production quality control.

May 2013

AIMMoney raised: GBP 15m

A virology healthcare business that provides clinical servicesMay 2012

AIMMoney raised: GBP 8m

Oregon USA-based medical device company that designs, develops and commercialises a range of non-invasive neurodiagnostic products.

April 2013

AIMMoney raised: GBP 1.53m

Develops, markets and sells a physiological monitoring technology to the professional sports, consumer wellbeing and weight-loss markets

March 2013

AIMMoney raised: GBP 5m

Develops and commercialises computerised neuropsychological tests for sale worldwide, principally in the United Kingdom

April 2013

AIMMoney raised: GBP 11m

A UK based cloud computing and unified communications providerMay 2013

Recent activity on AIM

11

Page 12: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Strong technology support in London

Source: Bloomberg and London Stock Exchange. October 2013. Based on country of domicile.

• FTSE tech indices continue to outperform their global peers

• UK tech investors are geographically diversified and are supported by an experienced advisory and analyst community

UK62%

Europe9% North America

25%

Asia Pacific3%

Middle East and Africa

0.3%

Diversity of investors in London listed technology companies

Oct-09

Nov-0

9

Jan-

10

Mar

-10

May

-10

Jun-

10

Aug-1

0

Oct-10

Nov-1

0

Jan-

11

Mar

-11

Apr-1

1

Jun-

11

Aug-1

1

Oct-11

Nov-1

1

Jan-

12

Mar

-12

Apr-1

2

Jun-

12

Aug-1

2

Oct-12

Nov-1

2

Jan-

13

Mar

-13

Apr-1

3

Jun-

13

Aug-1

3

Sep-1

30

50

100

150

200

250

300

FTSE Tech Index performance vs global benchmarks

FTSE AIM All Share S&P North American Technology Nasdaq Composite Index

FTSE All Share technology FTSE All Share S&P 500 Information Technology

12

Page 13: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Case studies

Page 14: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Company Details

Company ASOS

Market AIM

Sector Apparel Retailers

Trading System SETS

Ticker ASC

Country of incorporation

UK

Transaction Details

Admission Date 3 Oct 2001

Money raised at admission

£0.3m

Market cap at admission

£12.32m

Current Market cap £4,896 m

NOMAD/BrokerJPMorgan Cazenove

Leading Investors Value held USD millions

Baillie Gifford & Co. 265.7

Standard Life Investments Ltd. 265.0

Capital Research & Management Co. (Glob... 220.9

OppenheimerFunds, Inc. 107.1

Fidelity Management & Research Co. 90.7

William Blair & Co. LLC (Investment Man... 56.9

FIL Investments International 56.6

Robeco Institutional Asset Management BV 50.4

Hargreave Hale Ltd. 48.6

Company profile

ASOS is a global online fashion and beauty retailer and offers over 65,000 branded and own label product lines across womenswear, menswear, footwear, accessories, jewellery and beauty. It is the UK’s largest online-only fashion and beauty store.

ASOS has websites targeting the UK, USA, France, Germany, Spain, Italy, Australia and Russia also ships to 237 other countries from its central distribution centre in the UK.

ASOS attracts 21.3 million unique visitors a month and as at 31 August 2013 had 13.2 million registered users and 7.1 million active customers.

Listing story

Admitted to AIM in October 2001 raising £300k and with a market capitalisation of £12m.

Currently one of the fastest growing UK online retailers and also one of the biggest companies on AIM by market cap at over £3bn.

comScore rankings for 15-34 year olds in 2012 showed ASOS as the most visited fashion website daily.

At the time ASOS joined AIM in 2001, the company had revenues of less than £1m and was loss making. In 2012, the company recorded strong profits and posted revenues of £495m

Case Study:Asos

Jun-

08

Oct-08

Feb-

09

Jun-

09

Oct-09

Feb-

10

Jun-

10

Sep-1

0

Jan-

11

May

-11

Sep-1

1

Jan-

12

May

-12

Sep-1

2

Jan-

13

May

-13

0

200

400

600

800

1,000

1,200

1,400

ASOS PLC FTSE AIM All Share

ASOS vs FTSE AIM All Share rebased at 100

14

Source: FactSet and LSE Trading data, November 2013

Page 15: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Source: Bloomberg, FactSet and LSE Trading data, November 2013

Company profile

WANdisco is a leading provider of global collaboration software to the software development industry. The company is headquartered in Sheffield, UK, with significant operations in Silicon Valley, California

WANdisco’s differentiated patent-pending technology, the Distributed Coordinated Engine, provides a cost-effective method to maintain continued synchronisation between geographically distributed servers. This technology in conjunction with “Subversion”, an open source version control system, allows software developers at globally distributed sites to access the same program data at all times.

Revenue increased by 30%, from USD3.0 m in 2010 to $3.9million in 2011

Listing story

WANdisco’s IPO was almost four times oversubscribed

WANdisco plc planned to use the net proceeds of the placing on opening an office in China, further product development, reducing current level of provisions and other payables and potentially on complementary technology acquisitions.

WANdisco completed a £19m equity placing in September 2013 from existing and new shareholders.

Leading Investors Value held $m

Cazenove Capital Management Ltd. 40.5

Legal & General Investment Management 20.2

Artemis Investment Management LLP 14.0

BlackRock Investment Management (UK) 13.2

Hargreave Hale Ltd. 12.4

Octopus Investments Ltd. 10.6

M&G Investment Management Ltd. 8.7

Credit Suisse Securities Europe 7.9

Old Mutual Global Investors (UK) Ltd. 6.8

J.O. Hambro Capital Management Ltd. 5.8

Company Details

Company WANdisco plc

Market AIM

SectorSoftware &

Computer Services

Trading system SETSqx

Ticker WAND

Country of incorporation

UK

Transaction Details

Admission date: 1 June 2012

Money raised at admission

£15m

Market cap at admission

£37m

Current Market cap £288.9m

Nominated Adviser and Broker

Panmure Gordon

Case Study:WANdisco

15

Jun-

2012

Jun-

2012

Jul-2

012

Aug-2

012

Sep-2

012

Oct

-201

2

Nov-2

012

Dec-2

012

Jan-

2013

Feb-2

013

Mar

-201

3

Apr-2

013

May

-201

3

Jun-

2013

Jul-2

013

Aug-2

013

Sep-2

013

Oct

-201

3

0

100

200

300

400

500

600

700WANdisco vs FTSE AIM All Share

WANdisco FTSE AIM All Share Index

Page 16: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Case Study:blur Group

Company profile

blur Group owns and operates the online Global Services Exchange at blurgroup.com where businesses buy, sell and pay for business services, including marketing, design, advertising and technology

Making use of cloud technologies and expert sourcing techniques, it started building expert crowds in 2007 and formally launched in 2010

In 2012 it received its 1,000th brief and now has over 20,000 experts from over 130 countries

Listing story

blur Group joined the market in October 2012, the proceeds were predominantly used for technology development growth of their corporate sales teams

On 31st May 2013, blur Group raised an additional £7.6m through an oversubscribed further offering

Since IPO, the Company’s share enjoyed a significant increase in value over 90%

16

Company Details

Company blur Group

Market AIM

SectorSoftware &

Computer Services

Ticker BLUR

Country of incorporation

UK

Transaction Details

First Trading Day 5 Oct 2012

Money raised at admission

£4.0m

Market cap at admission £20.1m

Current market cap £133.8m

NOMAD/Broker N+1 Singer

Further money raised £7.6m

Investor NameValue held in USD millions

Majedie Asset Management Ltd. 6.0

Octopus Investments Ltd. 1.8

Kames Capital Plc 1.5

Cheviot Asset Management Ltd. 1.4

Barclays Bank Plc (Private Banking) 0.8

Herald Investment Management Ltd. 0.7

Brewin Dolphin Ltd. 0.4

KBL European Private Bankers Luxembourg SA

0.4

Walker Crips Stockbrokers Ltd. 0.4

TD Direct Investing (Europe) Ltd. 0.2

Oct-12 Dec-12 Feb-13 Apr-13 Jun-1350

70

90

110

130

150

170

190

210

230

blur Group FTSE AIM All Share Index

Blur group vs FSTE AIM All Share rebased at 100

Source: FactSet and LSE Trading data, November 2013

Page 17: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Company Details

Company Retroscreen

Virology

Market AIM

SectorPharmaceuticals & Biotechnology

Trading system SETSqx

Ticker RVG

Country of incorporation

UK

Transaction Details

Admission Date 03 May 2012

Money raised at admission

£14m

Market cap at admission

£32.8m

Current Market cap £170.6m

Nominated Adviser and Broker

Numis Securities ltd

Company profile

Retroscreen Virology is a virology healthcare business that provides clinical services

The company is focused on the Viral Challenge Model and pre-clinical analytical services primarily to large, global pharmaceutical companies and biotechnology organizations

Retroscreen Virology has developed a business system with two primary units. The first is a Clinical Services business built around Human Viral Challenge Model and the second is a Translational Research (Pre-Clinical) business, built around in-house expertise on testing antivirals and virucidals in-vitro

Listing story

Retroscreen Virology is a portfolio company of IP Group plc. IP Group and IP Venture Fund each committed £1.5million and £0.5 million to the placing

Retroscreen Virology was admitted to AIM in May 2012, and successfully raised £14m

The company plans to use the net proceeds of the placing to expand the VCM into adjacent and sizeable markets, for example asthma and COPD

Since admission to AIM, the company’s share price has been growing at a steady rate, reaching £3.06 in May 2013

Investor NameValue held in GBP millions

Invesco Asset Management Ltd. 43.4

Ruffer LLP 9.4

Sand Aire Ltd. 8.1

Lansdowne Partners Ltd. 6.9

Henderson Global Investors Ltd. 6.5

Baillie Gifford & Co. 4.3

Legal & General Investment Management Ltd.

0.8

Source: Factset, Bloomberg, September 201317

Case Study:Retroscreen Virology

May

-12

May

-12

Jun-

12

Jul-1

2

Aug-1

2

Sep-1

2

Oct

-12

Nov-1

2

Dec-1

2

Jan-

13

Feb-1

3

Mar

-13

Apr-1

3

May

-13

May

-13

Jun-

13

Jul-1

3

Aug-1

30

50

100

150

200

250

300

350

400

450

RESTROSCREEN VIROLOGY plc

FTSE AIM All Share

Page 18: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Pri

ce

Source: Factset, Bloomberg, September 2013

Company Details

Company Abcam

Market / Listing Category

AIM

SectorPharmaceuticals

and Biotechnology

Trading System SETS

Ticker ABC

Country of inc UK

18

Transaction Details

Admission date: 03 Nov 2005

Money raised at admission

£15.3m

Market cap at AIM admission

£57.5m

Current Market cap

£945m

Nomad (AIM)Numis

Securities Ltd

Company profile

Abcam plc is a producer and distributor of research-grade antibodies and associated products. Founded at the University of Cambridge in 1998, Abcam revolutionised the way in which antibodies are categorised and sold over the internet.

Abcam now employs over 400 people located in several offices globally, and has established itself as one of the leading suppliers of antibodies to research scientists

Listing story

Abcam was admitted to AIM in 2005 with a market capitalisation of £57.4m, and raised £15.3m.

Abcam has seen it grown into the largest biotechnology company on AIM and one of the largest companies with a current market of £945m

It’s performance has earned the company a number of industry awards including AIM company of the year 2009 at the Annual Growth Company Awards

Case Study:Abcam

Investor NameValue held in GBP millions

BlackRock Investment Management (UK) 74.0

Baillie Gifford & Co. 71.7

Standard Life Investments Ltd. 56.9

William Blair & Co. LLC 45.9

Wasatch Advisors, Inc. 30.8

T. Rowe Price Associates, Inc. 30.5

Kames Capital Plc 25.6

Newton Investment Management Ltd. 23.6

Columbia Wanger Asset Management LLC 19.3

Artemis Investment Management LLP 16.4

Nov-0

5

Mar

-06

Aug-0

6

Dec-0

6

May

-07

Oct

-07

Feb-0

8

Jul-0

8

Nov-0

8

Apr-0

9

Sep-0

9

Jan-

10

Jun-

10

Oct

-10

Mar

-11

Aug-1

1

Dec-1

1

May

-12

Sep-1

2

Feb-1

3

Jul-1

30

200

400

600

800

1000

1200

1400

1600

ABCAM plc FTSE AIM All Share

Page 19: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Source: Factset, Bloomberg, September 201319

Company profile

EpiStem Holdings Plc commercializes adult stem cells in the areas of oncology and gastrointestinal diseases as well as cosmeceutical applications.

EpiStem operates through three business divisions: Contract Research Services, Biomarkers and Novel Therapies. The Contract Research Services division provides preclinical efficacy testing primarily for drug development companies. The Biomarkers division engages in identifying the behaviour of epithelial cells and drug-induced gene expression change to measure drug effects during treatment. The Novel Therapies division develops innovative therapeutics to late preclinical stage development.

Listing story

EpiStem Holdings Plc joined AIM in April 2007 with an issue price of 1.24p, rising 12% in the first month.

The company has used the gross proceeds raised from the placing to finance further research and to fund the development of the Company’s diagnostic platform based on epithelial stem cell biology

The companies conducted further offerings in 2009, 2011 and 2012 raising in total £10m.

Company Details

Company EpiStem Holdings Plc

Market AIM

SectorPharmaceuticals &

Biotechnology

Trading system SETSqx

Ticker EHP

Country of incorporation

UK

Transaction Details

Admission Date 4 Apr 2007

Money raised at admission

£1.8m

Market cap at admission

£7.4m

Current Market cap £45.5m

Nominated Adviser and Broker

Teather & Greenwood ltd

Case Study:EpiStem Holdings plc

Investor NameValue held in GBP millions

BlackRock Investment Management (UK) 4.1

Odey Asset Management LLP 3.1

Investec Asset Management Ltd. 2.9

M&G Investment Management Ltd. 2.4

Aerion Fund Management Ltd. 1.3

Northern Trust Global Investments Ltd. 1.2

J. M. Finn & Co. Ltd. 1.1

Legal & General Investment Management 0.8

Investec Wealth & Investment Ltd. 0.7

Hargreave Hale Ltd. 0.7

Apr-0

7

Aug-0

7

Dec-0

7

Apr-0

8

Aug-0

8

Dec-0

8

Apr-0

9

Sep-0

9

Jan-

10

May

-10

Sep-1

0

Jan-

11

May

-11

Sep-1

1

Jan-

12

Jun-

12

Oct

-12

Feb-1

3

Jun-

130

50100150200250300350400450500

EPISTEM plc FTSE AIM All Share

Page 20: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Appendices

Page 21: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Understanding the different routes to market for commercial companies

MAIN MARKET AIM

Description Premium Standard High Growth Segment AIM

Domicile Any Any EEA incorporated Any

RegulationEU Regulated Market &

ListedEU Regulated Market &

ListedEU Regulated Market MTF

Minimum free float 25% 25%10% with a min value of

£30mAssessment of suitability

Revenue criteria75% of business supported

by revenue earning record of 3 years

n/a20% CAGR in revenues

over 3 year periodn/a

AdmissionProspectus & Eligibility letter to UKLA under Listing Rules

ProspectusEligibility letter to Exchange

under HGS rules & Prospectus to UKLA

AIM Admission Document & Nomad declaration of

suitability

AdviserListing Sponsor at admission

& for transactionsn/a

Key Adviser at admission & to seek advice for certain

events

Nominated Adviser at all times

Corporate governanceUK Corporate Governance

CodeCorporate Governance

statementCorporate Governance

statementExpected market practice &

guidance from Nomad

Ongoing obligationsDisclosure & Transparency

RulesDisclosure & Transparency

RulesDisclosure & Transparency

RulesAIM Rules

Significant transactionsClass tests as per Listing

Rulesn/a

Class tests as per HGS rulebook

Class tests as per AIM rules

Cancellation 75% shareholder approvalNo shareholder approval

required

75% shareholder approval, unless cancelling to transfer

to Premium75% shareholder approval

IndicesFTSE UK Series, where

eligiblen/a n/a

FTSE AIM Series, where eligible

21

Page 22: VFB 2013 - Your route to an AIM listing - London Stock Exchange

The AIM framework: admission & ongoing responsibilities

Key eligibility requirements

Eligibility criteria• Appointment of nominated adviser

• No minimum track record requirement or free float criteria, but company must demonstrate appropriateness to join a public market

Admission documents

• Pre-admission announcement at least 10 business days prior to admission

• AIM admission document

• Nomad declaration of appropriatenessRulebooks • AIM Rules for Companies and Nominated Advisers

Corporate governance• Adoption of corporate governance measures as appropriate for the business

• UK Corporate Governance Code / QCA Corporate Governance Code as best practice

Continuing obligations

Adviser• To retain a nominated adviser at all times, failure to do so may result in suspension in the

company’s shares

Periodic reporting• Audited Annual Report

• Half yearly financial report

Disclosure requirements

• Price sensitive information to be made public without delay

• Significant shareholder notification

• Directors’ dealings notification

• Company website with up-to-date regulatory information

Corporate transactions

• Class tests to assess transactions

• Notification of substantial transactions, related party transactions

• Shareholder approval for reverse takeovers, fundamental disposals & cancellation

22

Page 23: VFB 2013 - Your route to an AIM listing - London Stock Exchange

The AIM framework: understanding the role of the nominated adviser

Who are nomads?

• An investment bank, a corporate finance or accountancy firm approved to act in the capacity of a nomad by London Stock Exchange

• It is important a company choses a nomad firm with relevant sector experience and understands the business. It is likely that the company will have a long and close relationship with their nomad

• A company can change its nomad firm as circumstances arise but must retain a nomad throughout its time on market

What does the nomad do?

• Undertakes due diligence to determine whether the company and directors are suitable for AIM

• Prepares the company for life on a public market and provides support in appointing team of advisers

• Co-ordinates the preparation of the admission document which details the company’s investment proposition

• Confirms to London Stock Exchange that the company is appropriate for AIM

• Acts as the primary regulator throughout a company’s time on AIM by ensuring the company continues to understand its obligations under the AIM Rules

• Gives corporate finance advice in relation to transactions whilst on AIM

Why is the nomad role important?

• To support and guide companies to achieve their growth potential

• To help companies provide an assessment of their business and prospects for investors

• A regulatory role to ensure a company meets its on-going obligations

• To safeguard the integrity of the market. Strict criteria in place for becoming an approved nomad ensures companies have access to the high-quality advice they deserve

AIM companies are supported by a large and highly experienced community of advisers - nomads, brokers to accountants, lawyers, public relations and investor relations firms. The role of the nomad is the most critical as the AIM rules require every company to retain a nomad at all times.

23

Page 24: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Indicative AIM IPO transaction timeline

Week

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Test marketing

Negotiation of agreements for the engagement of Nomad & broker, reporting accountant and registrars

Review corporate structure with key advisers

Financial due diligence & reports: long form report; financial information; working capital

Drafting of AIM admission document

Senior executive employment arrangements and terms of appointment of non-executive directors

Negotiation of placing agreement

Legal due diligence report produced and verified

Pathfinder completion meeting

Marketing

Placing list finalised

Placing proof prepared & Placing proceeds received by broker

AIM pre-admission announcement

Completion meeting

Admission to AIM and dealings commence

Proceeds of the placing paid to the company

24

Page 25: VFB 2013 - Your route to an AIM listing - London Stock Exchange

Disclaimer

This document has been compiled by the London Stock Exchange plc (the “Exchange”). The Exchange has attempted to ensure that the information in this document is accurate, however the information is provided “AS IS” and on an “AS AVAILABLE” basis and may not be accurate or up to date.

The Exchange does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the document or any of the information in it. The Exchange is not responsible for any third party content which is set out in this document. No responsibility is accepted by or on behalf of the Exchange for any errors, omissions, or inaccurate information in the document.

No action should be taken or omitted to be taken in reliance upon information in this document. The Exchange accepts no liability for the results of any action taken on the basis of the information in this document.

All implied warranties, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy are excluded by the Exchange to the extent that they may be excluded as a matter of law. Further, the Exchange does not warrant that the document is error free or that any defects will be corrected.

To the extent permitted by applicable law, the Exchange expressly disclaims all liability howsoever arising whether in contract, tort (or deceit) or otherwise (including, but not limited to, liability for any negligent act or omissions) to any person in respect of any claims or losses of any nature, arising directly or indirectly from: (i) anything done or the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents of this document; and (ii) the use of any data or materials in this document.

Information in this document is not offered as advice on any particular matter and must not be treated as a substitute for specific advice. In particular information in the document does not constitute professional, financial or investment advice and must not be used as a basis for making investment decisions and is in no way intended, directly or indirectly, as an attempt to market or sell any type of financial instrument. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstances.

The contents of this document do not constitute an invitation to invest in shares of the Exchange, or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever.

London Stock Exchange and the London Stock Exchange coat of arms device are registered trade marks of London Stock Exchange plc. Other logos, organisations and company names referred to may be the trade marks of their respective owners.

© November 2013

London Stock Exchange plc10 Paternoster Square

London EC4M 7LSTelephone +44 (0)20 7797 1000www.londonstockexchange.com