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Independent, experienced and effective advisers

NABARRO WELLS & CO. LIMITED

SADDLERS HOUSE GUTTER LANE LONDON EC2V 6HSTELEPHONE: +44 (0) 20 7710 7400WEBSITE: www.nabarro-wells.co.uk

REGISTERED IN ENGLAND NO. 1950025MEMBER OF THE LONDON STOCK EXCHANGE

AUTHORISED & REGULATED BY THE FSA

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NABARRO WELLS

The Attractions of AIM• A market that understands the needs of early stage companies

• Access to a deep and liquid pool of equity capital at internationally competitive prices

• Ability to use shares as currency for acquisitions

• Ability to use options to incentivise management and staff

• Internationally respected regulatory common sense standards, with a lighter touch

• No shareholder approval for most acquisition/disposal activity

• Potential tax benefits (inheritance tax, capital gains tax, VCTs)

• Stepping stone for the Full List

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Appropriate Companies• Experienced management team with focus, vision and integrity

• Commercial: growth story with a focused business model

• Established companies generating revenues and PBT

• Well-developed, robust business plan

• Balanced board, including non-executives prior to Admission

• Good quality advisers: Lawyers (DMH), Reporting Accountants (Baker Tilly) and Brokers

• Open honest communication: Teamwork, collaboration and accountability – this is a disclosure driven market

In essence, a company that is suitable and appropriate for AIM

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Responsibilities of an AIM Company and its Directors

• Compliance with the 45 AIM Rules

• ALL directors will be responsible for the Admission Document (including the working capital statement)

• The Takeover code on a statutory footing since May 2006: treat shareholders equally and fairly

• Combined code - good practice in principle

• Balanced Board, including Independent non-executives – do not underestimate the length of time to appoint them

• Highest ethical standards – AIM companies represent AIM!

• All matters post-IPO: consult with the Nomad

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Role of the Nomad• Nomad will be an experienced corporate financier and approved by LSE

• Company must appoint and retain a Nomad at all times

• Nomad will advise on suitability for Admission to AIM

• Nomad will confirm the company’s compliance with AIM Rules• On Admission• On ongoing basis

• Nomad is the company’s point of contact with the Exchange

• The company may be the Nomad’s client, but he also acts as a regulator!

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Costs associated with an AIM listing• Brokers (+ sometimes fixed fee) 4-6% of funds raised

• Company’s legal fees £80-100k

• NOMAD corporate finance fees £125-150k

• Nomad/Broker’s legal fees £30-40k

• Reporting Accountant fees £80-100k

• Technical Consultants £15-30k

• Others inc. Printers, Registrars, AIM £20k

• Total fees (exc broker commission) £350-440k

– All depend on the complexity of the “issuer” (the company)– Other advisers may include PR team– Ongoing costs for NOMAD, Broker, PR team

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Timetable (4+ months)

• Planning, appointing advisers and non-executives, preferably for a balanced board, & concluding restructuring (if needed, inc. tax)

• Due diligence: reporting accountants and lawyers (& possibly technical specialists)

• Drafting the Admission Document

• Verifying facts & statements in Admission Document and presentation

• Marketing to investors (mainly institutions)

• Completion, filing of documents with AIM

• 2-4 weeks

• 4-6 weeks+

• 4-6 weeks+

• <1 week

• 2 weeks+

• 1 week

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Conclusion

• Vision and Integrity

• Marketable growth story and a strong commercial team

• Use good quality advisers and Non-execs

• This is the best, most active, liquid market for junior companies in the World

David Nabarro – Managing Director

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Nabarro Wells as Nominated adviser

• One of the largest independent NOMADs measured by retained clients on AIM

• Recognised for quality and independence– Regularly advise on M&A & IPOs– Focus on corporate clients not the institutions

• 8 directors with a powerful blend of Banking, Broking and Stock Exchange experience, with on average 10 years’ experience each

• Champion of small and medium-sized companies wanting to grow and access equity capital

• Deal size: We rarely act for a start up venture

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NABARRO WELLS

David Nabarro

David founded Nabarro Wells in 1990. Previously, he was a partner in the stockbroking firm, Laurie Milbank and later an executive director of Prudential Bache Capital Funding, when between 1983 and 1990 he managed a discretionary UK equity portfolio for George Soros’ Quantum Fund.

David has been active as an adviser to a number of public and private companies and instrumental in initiating and advising on numerous substantial private equity transactions.

Throughout the late 1990’s, as AIM became increasingly popular to small, mid-sized and even large businesses, David steered Nabarro Wells into being one of the leading independent Nominated Advisers for AIM today.

Email: davidnabarro@nabarro-wells.co.uk Direct telephone number: +44 20 7710 7409