ipo uk

North America • Europe • Asia • Africa

AIM – Raising Money in London

June 2007

Yale ReiSoleil, CEO IPO UK Limited

+44 (0)7552 73 33 61+1 702 425 9098

[email protected]

mailto:[email protected]


The Role of IPO UK Limited

As an AIM specialist, we are raising tens of millions of dollars for each qualified, top-quality company through private placements, an IPO or secondary offers.

■ Sector Focus: High-quality companies engaged in Mining, Oil & Gas, Renewable Energy, Green Tech,

Manufacturing, Construction, and Real Estate.

■ Capitalization: US$50-300M.

■ Qualified companies looking to raise over US$20M may contact us at [email protected].



Case Study

Project Chinese Metals Reclamation

■ A newly incorporated company engaging in recovering precious and non-ferrous metals from PCB scraps, industrial waste water and mining wastes.

■ Interviewed Nomads and brokers in London in May, 2009.

■ Designed a two-step approach: A pre-IPO round to raise some private equity for operation start-up, and IPO listing 6 months after that.

■ Designated lawyer, financial adviser, broker, accountant etc for the company.

■ Schedule to close pre-IPO funds of £4 million in November.

■ Targeted to be listed in April, 2010 for over $10 million addition funds.


London Is A Global Leader In Asset Management

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Other Assets ($tn)

Equity Assets ($tn)


AIM - The World’s Most Successful Growth Market

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Further Money Raised

New Money Raised


Top 10 AIM Sectors by Market Cap

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AIM versus Main list

Due diligence applicable as detailed as any IPO for an Official List (main LSE market) transaction

■ Major advantage in relation to AIM versus Official List is time to market and flexibility on post IPO transactions

■ An Official List candidate is subjected to an iterative pre vetting process with document submitted to the UK Listing Authority

■ AIM Companies are not subjected to this process which typically could add between 3 and 6 weeks to the overall IPO timetable – In essence the Nominated Adviser ‘NOMAD’ regulates the quality of the document

■ Other major attraction is a higher transaction threshold (25% plus requires prior shareholder approval for Official List Co’s – this is raised to 100% for AIM traded entities)

■ Otherwise disclosure obligations broadly similar between Official List and AIM


AIM’s International Reputation

AIM has 304* International Companies of a total 1,355* total AIM Co’s

This is no accident – it is a reflection of the success of the AIM regime key reasons are flexibility afforded by AIM inter alia on:-

■ No minimum size of companyUltimately driven by the NOMAD’s views on marketing of the IPO candidate

■ No minimum proportion of shares to be in public handsThe NOMAD will express their own views on this matter – typically a minimum 10 to 15%

is required to facilitate liquidity

■ No trading record requirementThis makes for reasonable flexibility on the nature of accounting information required

Source: * AIM published statistics April 2007


AIM – Unique Self Regulatory Concept

AIM Nominated Adviser – unique self regulatory concept in world stock market terms

NOMAD has a number of duties & responsibilities to:

■ Ensure that prospective AIM client (& its directors) are suitable for (AIM candidates cannot IPO without a NOMAD)

■ Advise the client on IPO, undertake due diligence, act as preparer of & project manager in relation to Admission Document/Prospectus

■ Ensure that clients are properly advised on the LSE AIM Rules for Companies

■ Act as the interface between AIM Regulators and the client (in essence we act as the referee)

■ Provide advice to clients on continuing obligations post Admission

■ Monitor company post IPO & ensure that the market is properly informed


AIM Lighter Touch Regulatory Regime

Lighter touch regulation does not mean soft touch:-

■ IPO UK and NOMAD’s reputation live or die on the quality of advice given to our clients

■ IPO UK and NOMAD’s do not cut corners – IPO process adopted by the advisers practically identical to that followed by a Company to be listed on the Official List

■ Admission Document or Prospectus is subject to detailed verification process


AIM – Admission Document of Prospectus

■ Choice between following Prospectus route or Admission Document driven by fundraising size and expected number & spread of shareholders

■ Target market can be ‘professional’ investors (often limited to no more than 100 investors per EA state) or may include a high proportion of, or an offering to retail investors

■ Admission Document route rather than Prospectus (dependent on the above) is the most common route followed


AIM – What is a suitable AIM Candidate

Lighter touch regulation does not mean soft touch:

■ Management Team with integrity and capability

IPO UK and NOMAD have to form its own views and make its own judgements

■ Viable business model capable of deliveryIPO UK and NOMAD have to test the strengths & weaknesses of the business model

■ Credible valuation – satisfying both investors/directors IPO UK and NOMAD have to ensure that pricing is acceptable to the market

■ Solid Corporate Governance credentials


UK Corporate Governance Choices

■ Choice of full Combined Code or more usually for AIM Companies, Quoted Companies Alliance Corporate Governance Guidelines Combined Code (mostly applicable to Official List (Regulated Exchange) for larger, more

established enterprises

AIM Companies tend not to be mature enough to be able to apply the more onerous Combined Code and so opt for QCA Guidelines

■ Corporate Governance is an important matter for UK Institutional investorsConfidence that a Board has in place satisfactory Board checks and balances important

to many UK investors


Target shareholder for a typical AIM float

■ Institutional investors

■ Larger financial fund managers

■ Companies specialising in AIM investment

■ High net worth individuals & retail investors


Planning – Key to a Smoother IPO Process

■ Establish viability of a workable timetable that professionals can adhere to Make an early decision on whether Admission Document of Prospectus route is to be followed Identify key critical path issues (Timing of production of key IPO documents – including Long Form/Working Capital Reports & Research

Note(s)) Review professionals engagement letters to ensure scoping is adequate Ensure that client is internally resourced to an adequate level to accommodate day to day business and an IPO simultaneously (internal

just as important as external project management)

■ Establish Legal and taxation issues Early recognition of key differences between UK market practice and domestic requirements important There are certain key differences between UK & local CA requirements (especially relating to shareholder interest disclosure obligations)

■ Board structure & Board appointments made early Important to establish Board remuneration, share option & service contract terms quickly

■ Commence key due diligence at an early stage Vital to undertake key due diligence on the AIM candidate & the company’s Directors at an early stage

■ Settlement considerations (UK compliant system important for potential UK investors) Important to ensure that electronic trading can take place in preference to residual (certificated trading) to allow a liquid market to develop

■ In conjunction with client ensure that a suitable agent produces industry relevant data and information on the company Important for general Admission Document and verification purposes to obtain credible industry background data


Post IPO Service

■ Guide companies on timing of key financial calendar eventsFinal results (obligatory)

Interims (obligatory)

Quarterlies (optional depends on local requirements)

■ Advise on content of non routine announcementsTransactions will require disclosure to the market

Advice provided by IPO UK and NOMAD to ensure that all relevant matters are disclosed to the market on a timely basis

■ Monitor share price NOMAD must liaise between client and AIM Regulators to explain any unusual share

price movements


QUESTIONS?

www.ipo-uk.com

Private and Confidential

Yale ReiSoleil, CEO IPO UK Limited+44 (0)7552 73 33 61+1 702 425 [email protected]

罗东皓 , VP IPO UK Limited+86 10 8802 6631+86 139 0132 [email protected]

Solomon O. Odusanya, VP IPO UK Limited+1 973 849 6388+1 973 454 [email protected]

http://www.ipo-uk.com/




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