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Lucy Tarleton
London Stock Exchange

AIM for Growth
AIM for Growth
November 2013
Why list on LSE

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

3
Overview of London New Issue Markets

2012

2012
YTD

2013 YTD

Money
raised (IPO)
(£bn)

2012

2012 YTD

2013 YTD

Main Market

24

17

31

Main Market

6.8

5.0

AIM

43

33

41

AIM

0.6

Total

67

50

72

Total

7.4

Follow on
Issues (£bn)

2012

2012
YTD

2013
YTD

8.8

Main Market

11.1

9.3

22.1

0.4

0.7

AIM

2.4

1.9

1.9

5.4

9.5

Total

13.5

11.2

24.0

45
40
35
30
25
20
15
10
5
0

60

40
30
20

Vix index

50

10

2004

2005

2006

2007

2008

Further issues

2009

New issues

2010

2011

2012

Q3

October

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

0
Q1

Deal value in £bn

Number of
IPOs

2013

VFTSE

Source: Bloomberg and Dealogic, as of 31 October 2013

4
A choice of routes to market, ultimately
dependent on company's stage of
development, size & strategy
Not public

Funding requirement

Market
designation

Exchange regulated

EU Regulated

Official List & EU Regulated

£1bn

£150m

£1m
£500k
£100k
£50k

Concept &
seed stage

Start - Up

Early Stage

Expansion

Consolidation &
further capital raising

Diversification of investors, M&A
and International Expansion

Strategic consideration

5
AIM is the leading market for growing companies
aspiring to become larger global businesses

Profile of AIM companies

Admissions to AIM – 1995 to Sept 2013

228

179

132

133

519

1,090
1,090
companies, aggreg
companies, aggreg
ate value of £69bn
ate value of £69bn

142

UK

International
355

177
123
40

2 - 5m

5 - 10m 10 - 25m 25 - 50m 50 - 100m
Market value range £m

100 250m

145
107

250 500m

500 1,000m

Over
1,000m

Fundraisings on AIM – 1995 to Sept 2013

Money raised £bn

114

102

90

71

66

36

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

Sectors represented – by number of companies
Technology, 110

18

12

162

7

NB: Bar chart excludes 12 unvalued companies and 23 suspended

14

160

102
75

11

16

284

277
94

89

0 - 2m

Over 3,400
companies raising
£36bn at admission

462

Oil & Gas, 133

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

New

Further
Financials, 218
Basic
Materials, 178

10
8
Utilities, 15

6
4

Telecommunicati
ons, 12

2

Industrials, 194
Consumer
Services, 101

0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 to Sep
2013

Health Care, 67

Consumer
Goods, 62

Source: London Stock Exchange Statistics

6
The benefits of the AIM network

Access
to
capital
Diverse & deep
pool of capital
Strong support
from institutions

Wide
support
network

Nominated advisers
Accountants
Lawyers
Banks/Brokers
Analysts
Financial PR / IR
Media

Profile

Visibility
Bargaining power with
customers & suppliers
Marketability of stock
Global peer group

7
Understanding the AIM admission process &
associated costs

AIM pre-admission
announcement
(10 days prior to
admission)
Informal
discussions
& fact
finding

Appoint a
nominated
adviser

Review of
corporate
structure, g
overnance
& Board

Due
diligence &
drafting of
admission
document

Investor
discussions
& placing
agreements

Placing
finalised &
completion
meeting

IPO
THE START
OF THE
JOURNEY

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

•
•

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

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

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

8
Liquidity and investors

Avg daily value traded as % of total
mkt cap

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

Number of companies in each index and market cap group

Market cap Range
AIM All Share

FTSE AIM All
Share

FTSE All Small

£0-25m
£25-100m
£100-500m
£500m+
Total

0.20%

440
241
114
13
808

47
109
210
6
372

FTSE All Small

0.15%
0.10%
0.05%
0.00%

£0-25m

£25-100m

£100-500m

£500m+

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

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

140
130
120

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

110
100
90

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

80
31-Dec-12

31-Mar-13
FTSE AIM All Share

1-Jul-13
FTSE AIM 50

FTSE 100

FTSE All-Share

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.

9
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.

Market cap profile of technology companies on our markets
£0-£100m

£100-£500m

£500m +
183

AIM

34
5
40

Main Market

22
57

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

10
Recent activity on AIM

AIM
Money raised: GBP 11m
A UK based cloud computing and unified communications provider
May 2013

AIM
Money raised: GBP 5m
Develops and commercialises computerised neuropsychological tests for
sale worldwide, principally in the United Kingdom
April 2013

AIM
Money raised: GBP 8m
Oregon USA-based medical device company that designs, develops and
commercialises a range of non-invasive neurodiagnostic products.
April 2013

AIM
Money raised: GBP 1.53m
Develops, markets and sells a physiological monitoring technology to the
professional sports, consumer wellbeing and weight-loss markets
March 2013

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

AIM
Money raised: GBP 15m
A virology healthcare business that provides clinical services
May 2012

AIM
Money 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 6.03m
Venn Life Sciences is a full-service clinical research and development
organisation
December 2012

11
Strong technology support in London

300

FTSE Tech Index performance vs global benchmarks

Diversity of investors in London listed
technology companies

250
Europe
10%

200

North
America
25%

150
Asia Pacific
3%

100
UK
62%

50

Middle East
and Africa
0.3%

0
Oct-09 Feb-10 Jun-10 Oct-10 Feb-11 Jun-11 Oct-11 Feb-12 Jun-12 Oct-12 Feb-13 Jun-13
FTSE AIM All Share

S&P North American Technology

Nasdaq Composite Index

FTSE All Share technology

FTSE All Share

S&P 500 Information Technology

•

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

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

12
Case studies
Case Study:
Asos

Transaction Details

Company Details
ASOS

Admission Date

3 Oct 2001

Market

AIM

Money raised at
admission

£0.3m

Sector

Apparel Retailers

Company

Trading System
Ticker

SETS
ASC

Country of
incorporation

UK

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.

1,400

ASOS vs FTSE AIM All Share rebased at 100

1,200
1,000
800

Market cap at
admission

£12.32m

Current Market cap

£4,896 m

200

JPMorgan
Cazenove

0

NOMAD/Broker

600
400

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

Jun-08

Jun-09

Jun-10

ASOS PLC

Jun-11

Jun-12

Jun-13

FTSE AIM All Share

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

Source: FactSet and LSE Trading data, November 2013

14
Case Study:
WANdisco

Transaction Details

Company Details
Company

700

WANdisco plc

Admission date:

1 June 2012

Market

AIM

£15m

500

Sector

Software &
Computer Services

Money raised at
admission

WANdisco vs FTSE AIM All Share

600

Trading system

SETSqx

Ticker

WAND

Country of
incorporation

UK

400

Market cap at
admission
Current Market cap

£288.9m

Nominated Adviser
and Broker

Panmure
Gordon

300
200
100
0
Jun-2012

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

£37m

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.

Oct-2012
WANdisco

Feb-2013

Jun-2013

Oct-2013

FTSE AIM All Share Index

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

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

15
Case Study:
blur Group

Transaction Details

Company Details
blur Group

First Trading Day

5 Oct 2012

Market

AIM

Money raised at
admission

£4.0m

Sector

Software &
Computer Services

Market cap at admission

£20.1m

Ticker

BLUR

Current market cap

£133.8m

Company

Country of
incorporation

UK

NOMAD/Broker
Further money raised

N+1 Singer
£7.6m

Company profile

Listing story

 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

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

230
210
190
170
150
130
110
90
70
50

Blur group vs FSTE AIM All Share rebased at 100

Oct-12

Dec-12
blur Group

Feb-13

Apr-13

Jun-13

FTSE AIM All Share Index

Investor Name

Value held in
USD millions

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

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

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.
KBL European Private Bankers
Luxembourg SA
Walker Crips Stockbrokers Ltd.

0.4

TD Direct Investing (Europe) Ltd.

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

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

Majedie Asset Management Ltd.

0.2

0.4
0.4

Source: FactSet and LSE Trading data, November 2013

16
Case Study:
Retroscreen Virology

Transaction Details

Company Details
Retroscreen
Virology

Admission Date

Market

AIM

Money raised at
admission

Sector

Pharmaceuticals
& Biotechnology

Company

Trading system

SETSqx

Ticker

RVG

Country of
incorporation

UK

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

03 May 2012

450
400
350

£14m

300
250

Market cap at
admission

£32.8m

Current Market cap

£170.6m

200

150
100
50

Nominated Adviser and
Broker

Numis
Securities ltd

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

0
May-12

Aug-12

Nov-12

Feb-13

RESTROSCREEN VIROLOGY plc

Investor Name

May-13

Aug-13

FTSE AIM All Share

Value 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.
Legal & General Investment
Management Ltd.

4.3
0.8

Source: Factset, Bloomberg, September 2013

17
Case Study:
Abcam

Company Details
Abcam

Admission date:

AIM

Money raised at
admission

£15.3m

Pharmaceuticals
and Biotechnology

Market cap at AIM
admission

£57.5m

Trading System

SETS

Current Market cap

£945m

Ticker

ABC

1400

03 Nov 2005

Market / Listing
Category
Sector

Country of inc

UK

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

Nomad (AIM)

1200
1000
Price

Company

1600

Transaction Details

800
600
400

Numis
Securities Ltd

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

200
0
Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12

ABCAM plc

FTSE AIM All Share

Investor Name

BlackRock Investment Management (UK)
Baillie Gifford & Co.
Standard Life Investments Ltd.
William Blair & Co. LLC
Wasatch Advisors, Inc.
T. Rowe Price Associates, Inc.
Kames Capital Plc
Newton Investment Management Ltd.
Columbia Wanger Asset Management LLC
Artemis Investment Management LLP

Value held in
GBP millions

74.0
71.7
56.9
45.9
30.8
30.5
25.6
23.6
19.3
16.4

Source: Factset, Bloomberg, September 2013

18
Case Study:
EpiStem Holdings plc

Company Details

Transaction Details

EpiStem Holdings Plc

Admission Date

4 Apr 2007

Market

AIM

£1.8m

Sector

Pharmaceuticals &
Biotechnology

Money raised at
admission
Market cap at
admission

£7.4m

EHP

Current Market cap

£45.5m

UK

Nominated Adviser
and Broker

Teather &
Greenwood ltd

Company

Trading system
Ticker
Country of
incorporation

SETSqx

500
450
400
350
300
250
200
150
100
50
0
Apr-07

Apr-08

Apr-09

EPISTEM plc

Company profile

 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.

Apr-11

Apr-12

Apr-13

FTSE AIM All Share

Listing story

 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.

Apr-10

Investor Name

BlackRock Investment Management (UK)
Odey Asset Management LLP
Investec Asset Management Ltd.
M&G Investment Management Ltd.
Aerion Fund Management Ltd.
Northern Trust Global Investments Ltd.
J. M. Finn & Co. Ltd.
Legal & General Investment Management
Investec Wealth & Investment Ltd.
Hargreave Hale Ltd.

Value held in
GBP millions

4.1
3.1
2.9
2.4
1.3
1.2
1.1
0.8
0.7
0.7

Source: Factset, Bloomberg, September 2013

19
Appendices
Understanding the different routes to market for
commercial companies
MAIN MARKET

AIM

Premium

Standard

High Growth Segment

AIM

Any

Any

EEA incorporated

Any

EU Regulated Market &
Listed

EU Regulated Market &
Listed

EU Regulated Market

MTF

25%

25%

10% with a min value of
£30m

Assessment of suitability

Revenue criteria

75% of business supported
by revenue earning record of
3 years

n/a

20% CAGR in revenues
over 3 year period

n/a

Admission

Prospectus & Eligibility letter
to UKLA under Listing Rules

Prospectus

Eligibility letter to Exchange
under HGS rules &
Prospectus to UKLA

AIM Admission Document &
Nomad declaration of
suitability

Adviser

Listing Sponsor at admission
& for transactions

n/a

Description

Domicile
Regulation
Minimum free float

Corporate governance
Ongoing obligations
Significant transactions
Cancellation
Indices

UK Corporate Governance
Code
Disclosure & Transparency
Rules
Class tests as per Listing
Rules

Corporate Governance
statement
Disclosure & Transparency
Rules
n/a

75% shareholder approval

No shareholder approval
required

FTSE UK Series, where
eligible

n/a

Key Adviser at admission &
to seek advice for certain
events
Corporate Governance
statement
Disclosure & Transparency
Rules
Class tests as per HGS
rulebook
75% shareholder approval,
unless cancelling to transfer
to Premium
n/a

Nominated Adviser at all
times
Expected market practice &
guidance from Nomad
AIM Rules
Class tests as per AIM rules
75% shareholder approval
FTSE AIM Series, where
eligible

21
The AIM framework: admission & ongoing
responsibilities
Key eligibility requirements
• Appointment of nominated adviser
Eligibility criteria

• No minimum track record requirement or free float criteria, but company must demonstrate
appropriateness to join a public market
• Pre-admission announcement at least 10 business days prior to admission

Admission documents

• AIM admission document

Rulebooks

• Nomad declaration of appropriateness
• AIM Rules for Companies and Nominated Advisers
• Adoption of corporate governance measures as appropriate for the business

Corporate governance

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

Continuing obligations
Adviser
Periodic reporting

Disclosure requirements

• To retain a nominated adviser at all times, failure to do so may result in suspension in the
company’s shares
• Audited Annual Report
• Half yearly financial report
• Price sensitive information to be made public without delay

• Significant shareholder notification
• Directors’ dealings notification
• Company website with up-to-date regulatory information
• Class tests to assess transactions

Corporate 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

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.
•

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

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

•

What does the
nomad do?

•
•

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

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

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
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 plc
10 Paternoster Square
London EC4M 7LS
Telephone +44 (0)20 7797 1000
www.londonstockexchange.com

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

  • 1. Lucy Tarleton London Stock Exchange AIM for Growth
  • 3. Why list on LSE 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 3
  • 4. Overview of London New Issue Markets 2012 2012 YTD 2013 YTD Money raised (IPO) (£bn) 2012 2012 YTD 2013 YTD Main Market 24 17 31 Main Market 6.8 5.0 AIM 43 33 41 AIM 0.6 Total 67 50 72 Total 7.4 Follow on Issues (£bn) 2012 2012 YTD 2013 YTD 8.8 Main Market 11.1 9.3 22.1 0.4 0.7 AIM 2.4 1.9 1.9 5.4 9.5 Total 13.5 11.2 24.0 45 40 35 30 25 20 15 10 5 0 60 40 30 20 Vix index 50 10 2004 2005 2006 2007 2008 Further issues 2009 New issues 2010 2011 2012 Q3 October Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 0 Q1 Deal value in £bn Number of IPOs 2013 VFTSE Source: Bloomberg and Dealogic, as of 31 October 2013 4
  • 5. A choice of routes to market, ultimately dependent on company's stage of development, size & strategy Not public Funding requirement Market designation Exchange regulated EU Regulated Official List & EU Regulated £1bn £150m £1m £500k £100k £50k Concept & seed stage Start - Up Early Stage Expansion Consolidation & further capital raising Diversification of investors, M&A and International Expansion Strategic consideration 5
  • 6. AIM is the leading market for growing companies aspiring to become larger global businesses Profile of AIM companies Admissions to AIM – 1995 to Sept 2013 228 179 132 133 519 1,090 1,090 companies, aggreg companies, aggreg ate value of £69bn ate value of £69bn 142 UK International 355 177 123 40 2 - 5m 5 - 10m 10 - 25m 25 - 50m 50 - 100m Market value range £m 100 250m 145 107 250 500m 500 1,000m Over 1,000m Fundraisings on AIM – 1995 to Sept 2013 Money raised £bn 114 102 90 71 66 36 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 to Sep Sectors represented – by number of companies Technology, 110 18 12 162 7 NB: Bar chart excludes 12 unvalued companies and 23 suspended 14 160 102 75 11 16 284 277 94 89 0 - 2m Over 3,400 companies raising £36bn at admission 462 Oil & Gas, 133 £82bn in total (£46bn through further issues) New Further Financials, 218 Basic Materials, 178 10 8 Utilities, 15 6 4 Telecommunicati ons, 12 2 Industrials, 194 Consumer Services, 101 0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 to Sep 2013 Health Care, 67 Consumer Goods, 62 Source: London Stock Exchange Statistics 6
  • 7. The benefits of the AIM network Access to capital Diverse & deep pool of capital Strong support from institutions Wide support network Nominated advisers Accountants Lawyers Banks/Brokers Analysts Financial PR / IR Media Profile Visibility Bargaining power with customers & suppliers Marketability of stock Global peer group 7
  • 8. Understanding the AIM admission process & associated costs AIM pre-admission announcement (10 days prior to admission) Informal discussions & fact finding Appoint a nominated adviser Review of corporate structure, g overnance & Board Due diligence & drafting of admission document Investor discussions & placing agreements Placing finalised & completion meeting IPO THE START OF THE JOURNEY 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 • • 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 Similar for comparable companies on AIM & the Main Market Can vary dependent on complexity of the business Fees may vary significantly depending on the size, complexity and sector of a company. 8
  • 9. Liquidity and investors Avg daily value traded as % of total mkt cap AIM companies have comparable levels of daily liquidity to their Main Market peers Number of companies in each index and market cap group Market cap Range AIM All Share FTSE AIM All Share FTSE All Small £0-25m £25-100m £100-500m £500m+ Total 0.20% 440 241 114 13 808 47 109 210 6 372 FTSE All Small 0.15% 0.10% 0.05% 0.00% £0-25m £25-100m £100-500m £500m+ Market cap group *NB: The FTSE All-Small Index consists of all the companies in the FTSE SmallCap and FTSE Fledging indices • AIM companies are supported by a deep pool of institutional capital, as well as an active retail investor base 140 130 120 • There is a dedicated network of market professionals (brokers, research analysts, advisors) 110 100 90 • The FTSE AIM 50 (which includes the 50 largest UK AIM companies) is the best performing UK index this year 80 31-Dec-12 31-Mar-13 FTSE AIM All Share 1-Jul-13 FTSE AIM 50 FTSE 100 FTSE All-Share 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. 9
  • 10. 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. Market cap profile of technology companies on our markets £0-£100m £100-£500m £500m + 183 AIM 34 5 40 Main Market 22 57 Figures do not include PSM and SFM. September 2013. Based on country of domicile. Source: London Stock Exchange statistics. 10
  • 11. Recent activity on AIM AIM Money raised: GBP 11m A UK based cloud computing and unified communications provider May 2013 AIM Money raised: GBP 5m Develops and commercialises computerised neuropsychological tests for sale worldwide, principally in the United Kingdom April 2013 AIM Money raised: GBP 8m Oregon USA-based medical device company that designs, develops and commercialises a range of non-invasive neurodiagnostic products. April 2013 AIM Money raised: GBP 1.53m Develops, markets and sells a physiological monitoring technology to the professional sports, consumer wellbeing and weight-loss markets March 2013 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 AIM Money raised: GBP 15m A virology healthcare business that provides clinical services May 2012 AIM Money 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 6.03m Venn Life Sciences is a full-service clinical research and development organisation December 2012 11
  • 12. Strong technology support in London 300 FTSE Tech Index performance vs global benchmarks Diversity of investors in London listed technology companies 250 Europe 10% 200 North America 25% 150 Asia Pacific 3% 100 UK 62% 50 Middle East and Africa 0.3% 0 Oct-09 Feb-10 Jun-10 Oct-10 Feb-11 Jun-11 Oct-11 Feb-12 Jun-12 Oct-12 Feb-13 Jun-13 FTSE AIM All Share S&P North American Technology Nasdaq Composite Index FTSE All Share technology FTSE All Share S&P 500 Information Technology • 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 Source: Bloomberg and London Stock Exchange. October 2013. Based on country of domicile. 12
  • 14. Case Study: Asos Transaction Details Company Details ASOS Admission Date 3 Oct 2001 Market AIM Money raised at admission £0.3m Sector Apparel Retailers Company Trading System Ticker SETS ASC Country of incorporation UK 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. 1,400 ASOS vs FTSE AIM All Share rebased at 100 1,200 1,000 800 Market cap at admission £12.32m Current Market cap £4,896 m 200 JPMorgan Cazenove 0 NOMAD/Broker 600 400 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 Jun-08 Jun-09 Jun-10 ASOS PLC Jun-11 Jun-12 Jun-13 FTSE AIM All Share 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 Source: FactSet and LSE Trading data, November 2013 14
  • 15. Case Study: WANdisco Transaction Details Company Details Company 700 WANdisco plc Admission date: 1 June 2012 Market AIM £15m 500 Sector Software & Computer Services Money raised at admission WANdisco vs FTSE AIM All Share 600 Trading system SETSqx Ticker WAND Country of incorporation UK 400 Market cap at admission Current Market cap £288.9m Nominated Adviser and Broker Panmure Gordon 300 200 100 0 Jun-2012 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 £37m 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. Oct-2012 WANdisco Feb-2013 Jun-2013 Oct-2013 FTSE AIM All Share Index 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 Source: Bloomberg, FactSet and LSE Trading data, November 2013 15
  • 16. Case Study: blur Group Transaction Details Company Details blur Group First Trading Day 5 Oct 2012 Market AIM Money raised at admission £4.0m Sector Software & Computer Services Market cap at admission £20.1m Ticker BLUR Current market cap £133.8m Company Country of incorporation UK NOMAD/Broker Further money raised N+1 Singer £7.6m Company profile Listing story  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  blur Group joined the market in October 2012, the proceeds were predominantly used for technology development growth of their corporate sales teams 230 210 190 170 150 130 110 90 70 50 Blur group vs FSTE AIM All Share rebased at 100 Oct-12 Dec-12 blur Group Feb-13 Apr-13 Jun-13 FTSE AIM All Share Index Investor Name Value held in USD millions  In 2012 it received its 1,000th brief and now has over 20,000 experts from over 130 countries  Since IPO, the Company’s share enjoyed a significant increase in value over 90% 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. KBL European Private Bankers Luxembourg SA Walker Crips Stockbrokers Ltd. 0.4 TD Direct Investing (Europe) Ltd.  Making use of cloud technologies and expert sourcing techniques, it started building expert crowds in 2007 and formally launched in 2010  On 31st May 2013, blur Group raised an additional £7.6m through an oversubscribed further offering Majedie Asset Management Ltd. 0.2 0.4 0.4 Source: FactSet and LSE Trading data, November 2013 16
  • 17. Case Study: Retroscreen Virology Transaction Details Company Details Retroscreen Virology Admission Date Market AIM Money raised at admission Sector Pharmaceuticals & Biotechnology Company Trading system SETSqx Ticker RVG Country of incorporation UK 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 03 May 2012 450 400 350 £14m 300 250 Market cap at admission £32.8m Current Market cap £170.6m 200 150 100 50 Nominated Adviser and Broker Numis Securities ltd 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 0 May-12 Aug-12 Nov-12 Feb-13 RESTROSCREEN VIROLOGY plc Investor Name May-13 Aug-13 FTSE AIM All Share Value 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. Legal & General Investment Management Ltd. 4.3 0.8 Source: Factset, Bloomberg, September 2013 17
  • 18. Case Study: Abcam Company Details Abcam Admission date: AIM Money raised at admission £15.3m Pharmaceuticals and Biotechnology Market cap at AIM admission £57.5m Trading System SETS Current Market cap £945m Ticker ABC 1400 03 Nov 2005 Market / Listing Category Sector Country of inc UK 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 Nomad (AIM) 1200 1000 Price Company 1600 Transaction Details 800 600 400 Numis Securities Ltd 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 200 0 Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 ABCAM plc FTSE AIM All Share Investor Name BlackRock Investment Management (UK) Baillie Gifford & Co. Standard Life Investments Ltd. William Blair & Co. LLC Wasatch Advisors, Inc. T. Rowe Price Associates, Inc. Kames Capital Plc Newton Investment Management Ltd. Columbia Wanger Asset Management LLC Artemis Investment Management LLP Value held in GBP millions 74.0 71.7 56.9 45.9 30.8 30.5 25.6 23.6 19.3 16.4 Source: Factset, Bloomberg, September 2013 18
  • 19. Case Study: EpiStem Holdings plc Company Details Transaction Details EpiStem Holdings Plc Admission Date 4 Apr 2007 Market AIM £1.8m Sector Pharmaceuticals & Biotechnology Money raised at admission Market cap at admission £7.4m EHP Current Market cap £45.5m UK Nominated Adviser and Broker Teather & Greenwood ltd Company Trading system Ticker Country of incorporation SETSqx 500 450 400 350 300 250 200 150 100 50 0 Apr-07 Apr-08 Apr-09 EPISTEM plc Company profile  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. Apr-11 Apr-12 Apr-13 FTSE AIM All Share Listing story  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. Apr-10 Investor Name BlackRock Investment Management (UK) Odey Asset Management LLP Investec Asset Management Ltd. M&G Investment Management Ltd. Aerion Fund Management Ltd. Northern Trust Global Investments Ltd. J. M. Finn & Co. Ltd. Legal & General Investment Management Investec Wealth & Investment Ltd. Hargreave Hale Ltd. Value held in GBP millions 4.1 3.1 2.9 2.4 1.3 1.2 1.1 0.8 0.7 0.7 Source: Factset, Bloomberg, September 2013 19
  • 21. Understanding the different routes to market for commercial companies MAIN MARKET AIM Premium Standard High Growth Segment AIM Any Any EEA incorporated Any EU Regulated Market & Listed EU Regulated Market & Listed EU Regulated Market MTF 25% 25% 10% with a min value of £30m Assessment of suitability Revenue criteria 75% of business supported by revenue earning record of 3 years n/a 20% CAGR in revenues over 3 year period n/a Admission Prospectus & Eligibility letter to UKLA under Listing Rules Prospectus Eligibility letter to Exchange under HGS rules & Prospectus to UKLA AIM Admission Document & Nomad declaration of suitability Adviser Listing Sponsor at admission & for transactions n/a Description Domicile Regulation Minimum free float Corporate governance Ongoing obligations Significant transactions Cancellation Indices UK Corporate Governance Code Disclosure & Transparency Rules Class tests as per Listing Rules Corporate Governance statement Disclosure & Transparency Rules n/a 75% shareholder approval No shareholder approval required FTSE UK Series, where eligible n/a Key Adviser at admission & to seek advice for certain events Corporate Governance statement Disclosure & Transparency Rules Class tests as per HGS rulebook 75% shareholder approval, unless cancelling to transfer to Premium n/a Nominated Adviser at all times Expected market practice & guidance from Nomad AIM Rules Class tests as per AIM rules 75% shareholder approval FTSE AIM Series, where eligible 21
  • 22. The AIM framework: admission & ongoing responsibilities Key eligibility requirements • Appointment of nominated adviser Eligibility criteria • No minimum track record requirement or free float criteria, but company must demonstrate appropriateness to join a public market • Pre-admission announcement at least 10 business days prior to admission Admission documents • AIM admission document Rulebooks • Nomad declaration of appropriateness • AIM Rules for Companies and Nominated Advisers • Adoption of corporate governance measures as appropriate for the business Corporate governance • UK Corporate Governance Code / QCA Corporate Governance Code as best practice Continuing obligations Adviser Periodic reporting Disclosure requirements • To retain a nominated adviser at all times, failure to do so may result in suspension in the company’s shares • Audited Annual Report • Half yearly financial report • Price sensitive information to be made public without delay • Significant shareholder notification • Directors’ dealings notification • Company website with up-to-date regulatory information • Class tests to assess transactions Corporate transactions • Notification of substantial transactions, related party transactions • Shareholder approval for reverse takeovers, fundamental disposals & cancellation 22
  • 23. The AIM framework: understanding the role of the nominated adviser 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. • A company can change its nomad firm as circumstances arise but must retain a nomad throughout its time on market 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? 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 • What does the nomad do? • • 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 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 23
  • 24. 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
  • 25. 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 plc 10 Paternoster Square London EC4M 7LS Telephone +44 (0)20 7797 1000 www.londonstockexchange.com

Hinweis der Redaktion

  1. So the IPO markets are open! We have seen renewed activity in the capital markets this year both on the Main Market and AIM.On the Main Market we have seen a good level of issuance from Private Equity backed companies. Names such as Countrywide, Merlin, esure have all successfully floated this year. In total to the end of October we have seen 31 IPOs raise almost £9bn on the MM. AIM has been marginally more active with 41 IPOS raising £700m.Over the past few years, companies joniing the market have typically been from the natural resources sector. This year it has been very encouraging to see UK businesses looking at AIM as a source of development capital. We have seen a good mix of sectors ranging from software, media, medtech, real estate, retail, leisure come to AIM this year; I am delighted that Neill Ricketts from Versarien , an advanced materials group from Chippenham is also speaking alongside me at this worskhop as you will hear directly from someone who has been there and done that and who can share his experience and reasons for going public with you. Existing quoted companies are also making use of the capital markets and continuing to raise capital on our markets. A total of £24bn has been raised to date – some significant rights issues from Barclays, Lloyds –s secondary sell downs from.The chart at the bottom shows where we are in the cycle – looking at the inverse relationship between volatility and the capital markets.