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Executing a Successful Listing London

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Executing a Successful Listing London www.pwc.com/ipocentre Executing a successful listing London An IPO Centre publication November 2012 About this brochure This brochure summarises the different London markets, the listing standards for each market, the process and the timeline for going public in London and an overview of the wider regulatory environment. Content London – an overview 2 London Stock Exchange markets 5 Listing requirements and ongoing obligations 6 Corporate governance 8 Market indices 9 Indicative IPO timeline and process 10 How PwC can help you 11 London; an overview... London remains one of the most influential global financial centres. It owes much of its continuing appeal to its cosmopolitan status, the liquidity of the financial markets and the regulatory, business and political framework that supports those markets. • The London Stock Exchange is one of the world's oldest exchanges and offers a wide choice of routes to market, for UK and international companies. The markets that companies can list on are shown in the table below. Which market a company should consider will depend upon different criteria including the: – stage of the company’s development; – size of the company; – complexity of the offer and securities issued; – overall strategy and objectives; and – investors who are being targeted; – eligibility. Securities admitted to ocial list Securities not admitted to ocial list (maintained by UKLA) Main Market Specialist Fund Market EU Regulated Markets Professional AIM Exchange Securities Market Regulated Markets • NYSE Euronext recently opened its London platform, complementing their other European platforms in Paris, Amsterdam, Brussels. Eurotunnel SA was the first company to complete a listing on the London platform in June 2012. Companies from all over the world are listed in London Number of companies listed 1 – 20 21 – 40 41 – 60 > than 61 Source: LSE data as at 30 June 2012 2 Executing a successful listing - London PwC *As of Sept 2012 Main Market AIM Number of listed companies 1,338 1,107 Total market capitalisation (GBP bn) 3,740 64 Number of international companies 316 213 IPO 2007– 28 Sept 2012 average money raised (GBP m) 513 34 IPOs 2007 – 28 Sept 2012 133 338 IPOs 2007 – 28 Sept 2012 proceeds (GBP bn) 68 11 Further issues 2007 – 28 Sept 2012 754 2,275 Further issues 2007 – 28 Sept 2012 proceeds (GBP bn) 954 295 London offers a wide Data source: London Stock Exchange data choice of markets to companies of all sizes and origins Market capitalisation of London listed companies by industry as at 30 June 2012 3% 7% 19% Financial Telecommunications 7% Oil and gas Consumer services 8% Consumer goods Healthcare 18% Industrials Technology 9% Basic materials Utilities 13% 13% Data source: London Stock Exchange data Spread of companies by market capitalisation as at September 2012 250 Main Market 232 AIM 210 196 200 188 197 147 141 150 137 130 120 123 105 102 97 99 100 84 50 39 34 27 8 4 2 0 0-2 2-5 5-10 10-25 25-50 50-100 100-250 250-500 500-1,000 1,000-2,000 Over 2,000 Data source: London Stock Exchange data, Dealogic data PwC Executing a successful listing - London 3 4 Executing a successful listing - London PwC London Stock Exchange markets Main Market Premium listing Standard listing (Shares and Depositary The Main Market is the LSE's flagship Receipts) market, regulated by the UK Listing Authority (UKLA). Only available to equity Standard listings cover issuance of shares, Global shares and closed- and Depositary Receipts (GDRs), debt and securitised A company can list on the Main Market open-ended investment derivatives that are required to comply with EU in either the Premium segment or the entities. minimum requirements. Standard segment. These are the Financial Services Authority (FSA) Issuers with a premium A Standard listing allows issuers to access listing categories that have been listing are required to the Main Market by meeting EU harmonised designed to help clarify the regulatory meet the UK’s Listing Rules standards only, rather than the additional standards that apply to a listing on the which are more onerous UK requirements. Main Market. than the EU minimum requirements. For a Premium listing, the company must appoint a sponsor to provide A company with a premium declarations to the FSA as part of the listing is expected to meet IPO process. Diligence reports will also the UK’s highest standards be required from a reporting accountant. of regulation and corporate governance. • Premium listed and Standard equities are traded on the LSE’s SETS trading platform. • Standard listed depositary receipts are traded on the LSE International Order Book (IOB) platform. AIM The AIM Rules for Companies set out Professional Securities AIM is the LSE’s market for smaller, the requirements and guidance for Market (PSM) companies quoted or wishing to be growing companies. The market has The PSM is a specialist exchange quoted on AIM. The admission a simplified regulatory environment regulated market designed to suit the document requirements are based on which has been specifically designed for specific needs of companies looking to the FSA's Prospectus Rules with certain the needs of small and emerging raise capital through the issue of (optional) exclusions. Admission companies. specialist debt securities or depositary documents relating to a public offer in receipts (DRs) to professional investors. AIM is an exchange regulated market. the UK will need to follow the FSA's Listing on this market may avoid the Companies wishing to join AIM must Prospectus Rules and require the need for financial information to be comply with the Exchange’s AIM Rules. approval of the FSA. converted to IFRS or an equivalent GAAP. Companies applying to AIM must Certain tax incentives are available appoint and retain a Nominated Adviser to individual and corporate investors, Specialist Fund Market (NOMAD) to guide them through the which enhance the attractiveness of (SFM) admission process and to advise them investing in AIM companies. subsequently as a public company. The The SFM is an EU regulated market for NOMAD must be registered with the specialist investment funds and specialist Exchange (See the LSE website for a list property funds (including private equity of approved NOMADS.) funds, hedge funds, feeder funds (both single and multi-strategy), specialist geographical funds, funds with sophisticated structures or security types), targeting sophisticated investors. PwC Executing a successful listing - London 5 Listing requirements and ongoing obligations Eligibility for admission: Main Market Premium and Main Market Standard listings and AIM quotations. Main Market Premium Main Market Standard AIM Equity shares Equity shares GDRs Equity shares Sponsor Sponsor is required. No sponsor is required. No sponsor is required. Nominated advisor (NOMAD) is required and requirement retained at all times. Admission Prospectus, pre-vetted and approved by the UKLA. Prospectus, pre-vetted and approved by the UKLA. Prospectus, pre-vetted and approved by the UKLA. Admission documents not pre-vetted by the document Exchange. The FSA will vet an AIM admission document where it is also a prospectus under the Prospectus Directive. FTSE index Permitted, subject to eligibility if not a UK plc. Not permitted. Not permitted. Not permitted. inclusion Minimum % free Minimum 25% of shares in public hands. Minimum 25% of shares in public hands. Minimum 25% of GDRs (not underlying shares) No requirements. float in public hands. Minimum Minimum £700,000. Minimum £700,000. Minimum £700,000. No requirements. market capitalisation Control of assets Control over the majority of the issuer’s assets for the No requirements. No requirements. No requirements. three year period. Revenue track At least 75% of the entity’s business must be supported No requirements. No requirements. No requirements. record by a revenue earning track record for the three year period. Certain exemptions apply to mineral and scientific research based companies. Financial track Three years of audited accounts with unqualified audit Three years of audited accounts (or shorter period Three years of audited accounts (or shorter period Three years of audited accounts (or shorter period record opinions. since incorporation). since incorporation). since incorporation). Audited financial information must not be more than Interim financial information (which may be Interim financial information (which may be Interim financial information (which may be six months old, including interim information if unaudited) is required if the last audited annual unaudited) is required if the last audited annual unaudited) is required if the last audited annual appropriate. accounts are more than nine months old. accounts are more than nine months old. accounts are more than nine months old. Accounting Accounts must be prepared under IFRS as adopted by Same as for the Main Market Premium equity Same as for the Main Market Premium equity Financial information must be presented in accordance GAAP the EU (other approved GAAPs for non-EEA issuers). listing requirements. listing requirements. with EU IFRS (or other approved GAAPs for non-EEA and Channel Island issuers or national GAAP with At a minimum, the last two years financial information reconciliation to one of the approved standards). must be restated onto the basis to be applied in the issuer’s next annual accounts. Other eligibility Confirmation that adequate financial reporting Statement is required that the issuer has sufficient Proforma information is not required, but generally Confirmation that adequate financial reporting requirements procedures are in place. working capital for at least the next twelve months is presented if there has been a significant change. procedures are in place. from the date of prospectus. Statement is required that the issuer has sufficient Statement is required that the issuer has sufficient working capital for at least the next twelve months Proforma information, reported by an accountant, is working capital for at least the next twelve months from the date of prospectus.
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