EUROPEAN SERVICES

London Listing

New Trend of companies looking to go public

Increasingly, businesses are seeking innovative ways to make today’s global marketplace work for them. For companies looking to go public, this could mean raising capital and listing their shares in the London market either in lieu of or in addition to the U.S. market, and we are at the forefront of this emerging trend.

Over the past four years, the London Stock Exchange’s Alternative Investment Market (AIM), the U.K. equivalent to the NASDAQ Small Cap Market, has in particular attracted a number of U.S. companies. After all, the AIM is not only a more cost-effective alternative to its U.S. counterpart, it is also smaller and more focused than the vast U.S. market, allowing new smaller and mid cap companies to garner far more coverage than they would in the United States.

Why London?

Taking a company public in London offers U.S. companies some distinct advantages over doing so in the United States. For example, at 4% to 5%, the costs of capital in terms of underwriting discounts in London are generally lower than the U.S. costs of 7%.

Although large amounts of investment capital are managed in London, the number of target companies there is also much smaller than in the vast U.S. market. Smaller companies that could get lost in the U.S. can therefore attract far more investor and analyst coverage in London than they would at home.

Turning to London also offers companies considerable long-term benefits, such as the potential to split a business, raising capital in London to finance European and international business while at the same time raising capital in the U.S. to develop the U.S. business. Several London-based investment companies, too, offer an indirect route to access the London markets through a listed equity swap fund structure, which allows companies from the U.S. (and other countries) to issue their shares in exchange for shares in a London ­listed investment company. The U.S. company can then sell the investment company shares for cash in the open market in London, although some structures provide for contractual commitments to hold these investment company shares for some period of time.

Why the AIM?

While NASDAQ has been relatively inactive for new issues since 2000, the London AIM has continued to function. In 2003, there were 100 new listings (IPOs) on the AIM, more than the combined total for NASDAQ (55), the NYSE (47), Deutsche Boerse (6), and Euronext (7)during the same period, and the AIM raised approximately $3.0 billion. Moreover, through February 2004, the AIM completed 19 additional IPOs and raised over $500 million.

The costs of an IPO on the AIM are also significantly less than a U.S. IPO, with AIM rules allowing certain U.S. SEC reporting companies to use their SEC disclosure documents as their IPO prospectus without having to create a new prospectus. Furthermore, it is less likely that a company listed in the AIM will be orphaned, since the AIM requires that all companies have a nominated advisor and a nominated broker at all times who will make a market in the stock and provide research. For more information, please refer to “AIM Market Statistics March 2004.”

Who Should Consider Listing on the AIM?

Thus far, there exist some common traits among U.S.-based companies that have successfully accessed the AIM, and companies that fit this profile are the most likely to benefit from entering the London market.

The AIM has to date attracted technology or other growth companies in the late stages of development that need the funds to commercialize their technology. It has also drawn private or quasi-public companies such as those listed on the OTC Bulletin Board or the NASDAQ Small Cap Market that have historically had difficulties attracting investor and analyst coverage in the U.S.

Not surprisingly, many of the U.S. companies listed on the AIM already had existing European operations or investors or had contemplated expansion into Europe. While European connections are not mandatory, companies with some form of a European footprint are better candidates for going public in London.

Who Has It Worked For?

In May 2003, a bio-technology company, did an IPO in London. At the time, it was trading very low volumes on the OTC Bulletin Board in the U.S. for approximately the USD equivalent of £0.16 per share, raising £5 million at £0.16 per share. Seven months later, it raised £7.3 million at £0.50 per share, and three months later, it raised £11 million at £1.10 per share. It has also broken records for the largest number of trades in its shares in both one day and in one minute, indicating a much more liquid market than when it was listed on the NASDAQ Bulletin Board.

In March 2004, the developer of a system to reduce emission pollutants in automotive exhaust, issued its shares in exchange for shares of a London listed trust, which are valued at $2.1 million and are listed in London. The trust shares that the developer received can now be freely sold in the London market to provide working capital to the developer.

On April 27, 2004, a privately held company, a developer of a shielding against electromagnetic interference for electronic devices, successfully completed its IPO on AIM through a new U.K. holding company. The company raised approximately £1.5 million by issuing new shares at 72 pence per share, and the first day of trading, its shares closed at 88.5 pence per share.

If you have interest in exploring a listing on the London Exchange, give us a call.

London Listing Requirements

The markets of the London Stock Exchange put UK and international companies from all sectors in touch with one of the world’s deepest pools of investment capital. Our markets contain every kind of company – from start-ups to some of the world’s largest and most successful businesses.

There are two primary markets to choose from:

• The Main Market 
• AIM –  the Exchange’s global market for growing companies

Your company’s size, objectives and funding needs will help you decide which market is right for you – the main differences in the admission criteria for the Main Market and AIM are listed below:

Specialist market segments

The Exchange has developed specialist segments within the markets to highlight the potential of companies with similar attributes:

·         techMARK and techMARK mediscience, two segments in the Main Market, are dedicated to the dynamic technology and healthcare sectors

·         landMARK, a geographic grouping in both the Main Market and AIM, highlights companies by region in every area of the UK and Ireland.

Issuing and listing bonds

The London Stock Exchange is also one of the world’s major centres for the issuing and listing of bonds.

* Not applicable to reverse takeovers

If you have interest in exploring a listing on the London Exchange, give us a call.