vfb 2013 - your route to an aim listing - london stock exchange
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Presentation by Lucy Tarleton, London Stock ExchangeTRANSCRIPT
Lucy TarletonLondon Stock Exchange
AIM for Growth
AIM for Growth
November 2013
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
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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
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
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
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New Further Series3
Mo
ne
y r
ais
ed
£b
n
Source: London Stock Exchange Statistics
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
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
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
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
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
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
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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
Case studies
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
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ASOS PLC FTSE AIM All Share
ASOS vs FTSE AIM All Share rebased at 100
14
Source: FactSet and LSE Trading data, November 2013
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
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2012
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2012
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0
100
200
300
400
500
600
700WANdisco vs FTSE AIM All Share
WANdisco FTSE AIM All Share Index
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
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
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RESTROSCREEN VIROLOGY plc
FTSE AIM All Share
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
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Jul-0
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ABCAM plc FTSE AIM All Share
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-
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May
-11
Sep-1
1
Jan-
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Jun-
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Oct
-12
Feb-1
3
Jun-
130
50100150200250300350400450500
EPISTEM plc FTSE AIM All Share
Appendices
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
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
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
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
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