Martin Thomas Partner [email protected] 020 7246 5760 AIM

Martin Thomas Partner thomasm@hunton.com 020 7246 5760 AIM

Martin Thomas Partner [email protected] 020 7246 5760 AIM Introduction to Martin Thomas 850 Attorneys, 18 offices, Since 1901 Martin Thomas Partner, Corporate Finance, Hunton & Williams (London Office) Leading reputation for advising corporates and institutions in transactions on AIM acted on over 50 AIM transactions. Strong relationships with the leading institutional stockbrokers and investment banks in London who are active in AIM. Recognised as an expert in corporate law in the London market by the legal directories and named by The Lawyer magazine as one if its Hot 100 lawyers in the UK and Europe, being described as popular and highly regarded in the City. Hunton & Williams Offices Worldwide 850 Attorneys, 18 offices, Since 1901 Atlanta Austin Bangkok Beijing* Brussels Charlotte Dallas Hong Kong Knoxville London McLean

Miami New York Norfolk Raleigh Richmond Singapore Washington *(Opening June 2005) Contents 850 Attorneys, 18 offices, Since 1901 Introduction to Hunton and Williams Why IPO in London? What is AIM? Why choose AIM? AIM IPO Basic Needs, IPO documentation and continuing obligations Recent AIM Transactions Summary

Introduction to Hunton & Williams 850 Attorneys, 18 offices, Since 1901 Why Hunton & Williams? Amongst the 25 largest US based law firms More than 850 lawyers serving clients in 80 countries from 17 offices around the globe. 18th office to open next month Consistently ranked a top law firm for advising companies and underwriters on IPOs on NASDAQ/NYSE e.g. Kraft Foods US$8.7bn IPO on NYSE Hunton and Williams now recognises Londons dominance and in IPO market and has bought the leading team of IPO lawyers in the London market e.g. acted on over 50 London IPOs in last 3 years Why IPO in London ? 850 Attorneys, 18 offices, Since 1901 469 international companies 54 countries Source: London Stock Exchange trade statistics 2005 1. A deep pool of capital - 2.6 tn of assets are managed on behalf of domestic and overseas clients in London.

2. The Bank of England was founded in 1694 and there are now c.450 foreign banks in London, more than any other financial centre. 3. 45% of all international shares are traded in London, making London the most popular market globally for international equities. 4. Over 30% of global foreign exchange market turnover is in London more than New York and Tokyo combined. 5. 70% of Eurobond origination and trading. 6. London has the worlds most significant international insurance market and is the fastest growing market for credit derivatives. 7. Low costs. No Sarbanes-Oxley not a rule based culture : a professional market run on common sense with rules only when needed. Why IPO in London? Asset management leading locations 850 Attorneys, 18 offices, Since 1901 City Country

Assets ($bn) London New York Tokyo Boston San Francisco Los Angeles Paris Philadelphia Zurich Denver UK USA Japan USA USA USA France USA Switzerland USA 2,600 2,363 2,058 1,871 726 569 458 419 414 340 Assets under management are by institutional equity holdings. Source: The Economist The City 2004 Thomson Financial, Target cities report 2000. London figure IFSL 2002. London is the Worlds largest fund management centre

Why IPO in London? Management of offshore private assets 850 Attorneys, 18 offices, Since 1901 Switzerland UK USA Caribbean Channel Islands Luxemborg Hong Kong Others %share 33 15 12 12 6 6 5 11 Source; IFSL International Private Wealth Mangement, 2002 Most of the Worlds private wealth is based in UK, Switzerland, Luxemborg or The Channel Islands: All use London to source investments. Why IPO in London? More IPOs than US exchanges 850 Attorneys, 18 offices, Since 1901 Total number of IPOs on the LSE, Nasdaq and NYSE 2004 400 350 Total No of IPOs 300

London Stock Exchange Nasdaq NYSE 250 200 150 100 50 0 London2004 Stock Exchange-293 IPOs in 2004, 49 of which were International NYSE- 131 IPOs in 2004, 11 of which were International NASDAQ-166 IPOs in 2004, 18 of which were International companies Why IPO in London? Dominates European stock exchanges 850 Attorneys, 18 offices, Since 1901 Breakdown of the Western European IPO Market Financial year 2004/2005 Other 1% Euronext 7% Madrid 1% Deutsche Borse 2% Borsa Italia 2% LSE 79% M ain Market

18% AIM 82% Scandinavian Exchanges 8% London dominated the European IPO market over the financial year 2004 having 79% of all IPOs Source: London Stock Exchange trade statistics and individual exchange websites 850 Attorneys, 18 offices, Since 1901 Why IPO in London? More resilient investor base Trades Trading value 5% 1% Institutional Retail 95% 99% The North American investor is more volatile with a tendency to dramatise when there is an adverse event and a tendency to get over-excited from time to time. Bernard Isautier, CEO, PetroKazakhstan Inc. What is AIM? 850 Attorneys, 18 offices, Since 1901 London Stock Exchange 2 Markets

Two Markets Official List 1,329 companies including 343 international companies AIM 1,127 companies including 123 international companies What is AIM? 850 Attorneys, 18 offices, Since 1901 2 Markets Main Differences The table below highlights the main differences in the admission criteria for the Official List and AIM: London Stock Exchange Official List AIM Minimum 25% shares in public hands No minimum shares to be in public hands Normally 3 year trading record required No trading record required Prior

shareholder approval required for substantial acquisitions and disposals No prior shareholder Pre-vetting of admission documents by the UKLA (slows admission process) Admission Sponsors needed for certain transactions Nominated Minimum market capitalisation No documents not pre-vetted by Exchange or UKLA (fast admission process) advisers required at all times minimum market capitalisation Result: of the 423 new companies which joined the London Stock Exchange in 2004, 355 were admitted to AIM. What is AIM? 850 Attorneys, 18 offices, Since 1901 AIM is the most successful growth market in the world

AIM Key features The international market which specifically caters for small and medium growing companies Owned and regulated by the London Stock Exchange Over 1127 companies, over 123 international companies from all major industry sectors Access to a deep pool of institutional investors Fast admission process and low costs Simple regulations NO Sarbanes-Oxley Total market capitalisation exceeding $50 billion Why choose AIM? 850 Attorneys, 18 offices, Since 1901 In 2004, there were 355 admissions to AIM. This was the largest number of yearly admissions since AIM was launched in 1995. In Q1 of 2005, there were 130 new admissions to AIM: 60 in March alone. 2005 est. over 450 IPOs on AIM

Number of AIM Admissions 1995 to 2004 400 355 350 ADMISSIONS 300 277 250 200 150 177 123 145 107 100 160 162 2002 2003 102 75 50 0 1995

1996 1997 1998 1999 2000 YEAR 2001 2004 Why choose AIM? 850 Attorneys, 18 offices, Since 1901 International AIM companies Number of and percentage of international AIM companies D ecember 2003 to March 2005 140 14 120 12 100 10 80 8

60 6 40 4 20 2 0 0 Dec-03 Mar-04 Jun-04 Sep-04 Dec-04 Mar-05 I n t e rn a t io n a l p e rc e n t a g e o f A I M c o m p a n ie s N o o f I n t e rn a t io n a l A I M c o m p a n ie s As at 31 March 2005, there were 123 international AIM companies Why choose AIM? 850 Attorneys, 18 offices, Since 1901 AIM turnover: value traded and total number of bargains during 2004 Number of bargains

Value traded ($m) 200,000 4,500 150,000 4,000 3,500 3,000 2,500 100,000 2,000 1,500 50,000 1,000 500 - J an-04 Feb-04 Mar-04 Apr-04 May-04 J un-04 J ul-04 Aug-04 Sep-04 Oct-04 Nov-04 Dec-04 Why choose AIM? 850 Attorneys, 18 offices, Since 1901 Italy 2% Australia 22% USA 13%

Israel 4% Barbados 1% Belize 2% Ireland 13% Germany 2% Bermuda 10% Falklands 1% Denmark 1% China 1% Cayman 2% Canada 23% BVI 3% Why choose AIM? 850 Attorneys, 18 offices, Since 1901 AIM- a diverse market with 32 sectors represented Market Capitalisation ($m)

No. of Companies 160 140 10,000 120 8,000 100 6,000 80 60 4,000 40 2,000 Health Real Estate G eneral Retailers Media & Entertainment Pharmaceuticals & Biotechnology Support Services Leisure & Hotels Speciality &

O ther Finance Mining 0 20 0 No of com panies 12,000 O il & G as M arket capitalization ($m ) Top 10 AIM Sectors by Market Capitaliz ation and No of Companies for December 2004 850 Attorneys, 18 offices, Since 1901 Why Choose AIM? Better value than NYSE or NASDAQ. No Sarbanes-Oxley Annual fees for Non-domestic Equities Min US$ Max US$ 8,000 8,000 London Stock Exchange AIM NYSE NASDAQ - shares

35,000 500,000 21,225 60,000 Sarbanes-Oxley is a major overhead: in cost, systems and management time Exchange rate: 1GBP = 1.90 USD Costs- both admission fees and ongoing annual fees are much lower in London Admission fees for Non-domestic Equities Min US$ London Stock Exchange AIM Max US$ 8,000 8,000 150,000 250,000 NASDAQ shares & ADRs100,000 150,000 NYSE Why choose AIM? 850 Attorneys, 18 offices, Since 1901

"The additional costs of maintaining a US listing was a key factor in our decision to de-list from Nasdaq... Lastminute.com, July 2004 Many of my members are telling me it is increasingly difficult to raise capital in the US and many of them are thinking of de-listing from the US altogether" Sir Digby Jones, Director General of the Confederation of British Industry, November 2004 Sarbanes-Oxley The Real Costs Foley & Lardners Survey PwC Managemen t Barometer The average cost of being a public company in the US has increased significantly: US$2.86m in 2003, up 34% from US$2.13m in 2002, which in turn was up 72% from US$1.24m in 2001 prior to the introduction of the Act. The Act has had an overall negative impact on business Compliance costs have increased exponentially Expect higher long-term costs over the next few years AIM IPO Basic Needs 850 Attorneys, 18 offices, Since 1901 Strong presentable management team Well structured business plan, clear strategy, believable targets Validation of the business model technology, sales

Business/products with global appeal or with potential for globalisation Recognisable, robust financial reporting and business controls systems No skeletons in the cupboard AIM IPO documentation 850 Attorneys, 18 offices, Since 1901 Document Purpose Admission Document Required for Admission to AIM and document upon which investors base their decision to buy shares in the Company Experts Report May be needed to validate technology or science reproduced in the Admission Document Placing Agreement Contract between the Company and the Nomad/Broker pursuant to which the Broker places shares with investors and which contains warranties from the Company and the directors Nomad Agreements Contract between the Company and the Nomad

Lock-in Agreements Contract pursuant to which the directors and key shareholders undertake not to sell their shares for a fixed period Long Form Report Detailed financial due diligence Report on the financial affairs and controls of the Company Due Diligence Report Detailed legal due diligence on the Company Short Form Report Report on key financial information to be reproduced in the Admission Document prepared by the reporting accountants Working Capital Report Report on the working capital required by the Company for the 18/24 months following Admission. Verification Notes Notes prepared to confirm that all statements in the Admission Document are correct Memorandum on Directors Responsibilities Information for the directors on their responsibilities as directors of a company listed on AIM prepared by the Companys lawyers Registrars Documentation Agreement with a share registrar to record the ownership of the shares on Admission and as they are traded Comfort Letters

Letters from professional advisers to the Nomad/Broker and from the Company to the Nomad/Broker concerning the Companys suitability for Admission and compliance with Admission requirements. AIM ongoing requirements 850 Attorneys, 18 offices, Since 1901 AIM companies are subject to the AIM Rules which outline the continuing obligations of being on a public market. Some of the key continuing obligations are: All directors accept full responsibility, collectively and individually, for compliance with the AIM Rules Restrictions on dealing by directors and applicable employees in AIM securities during close periods Half Yearly and Annual Report and accounts required in adherence with deadlines Must disclose price sensitive information in a timely manner including substantial transactions and related party transactions Only reverse takeovers require prior shareholder approval AIM companies must have a Nomad at all times, otherwise they will be suspended from the market AIM IPO Recent AIM Transactions of Martin Thomas 850 Attorneys, 18 offices, Since 1901 Admission to AIM of GW Pharmaceuticals plc Legal advisers to Nomad/Broker Admission to AIM of Akers Biosciences, Inc. Admission to AIM of

CustomVis plc Legal advisers to Nomad/Broker Legal advisers to Company Value 51m (American) Value 32m (Australian) Admission to AIM of Triple Plate Junction plc Admission to AIM of RWS Holdings plc Value 170m Admission to AIM of Smart Telecom plc Legal advisers to Nomad/Broker Legal advisers to Nomad/Broker Legal advisers to Nomad/Broker Admission to AIM of Ocean Power

Technologies, Inc Legal advisers to Nomad/Broker Legal advisers to Nomad/Broker Value 85m Value 63m (American) Secondary Listing on AIM of Reefton Mining NL Legal advisers to Company Value 27m (Irish) Value 11m Admission to AIM of Calyx Group plc Admission to AIM of Freeplay Energy plc Admission to AIM of Solar Integrated Technologies, Inc. Admission to AIM of Gulf Keystone Petroleum Ltd

Legal advisers to Company Legal advisers to Nomad/Broker Legal advisers to Nomad/Broker Value 10.8m Value 57m (American) Value 122m (Bermudian) Legal advisers to Company Value 21m (Irish) Admission to AIM of RAB Capital plc Value 42m Secondary fundraising for Acquisitor plc Legal advisers to Nomad/Broker Value 32m Value AUS$15m (Australian) Reverse Takeover and

Admission to AIM of Urban Dining plc Legal advisers to Nomad/Broker Value 35m 850 Attorneys, 18 offices, Since 1901 Ocean Power Technologies Core business activities Ocean Power Technologies is the worlds first commercial offshore wave power company. The company currently provides wave-generated electricity to US Marine in Hawaii. Objectives The Company plans to put the next phase of its expansion plan into action. The $45m it has raised in London means it can now build a UK base and demonstration power plant in order to start promoting its eco-friendly power right across Europe. Our objective from a London quotation is to raise our profile within Europe to help us move into this important new market. George Taylor, CEO Case study: profile raising Transaction Synopsis Date of Admission : Market: Transaction: Market Capitalisation Capital raised: FTSE Classification: 31 October 2003

AIM Placing 63 million at IPO 22.05 million Electrical Equipment US company expanding into Europe 850 Attorneys, 18 offices, Since 1901 Solar Integrated Technologies Core business activities Solar Integrated Technologies designs, manufactures and installs solar electric roofing products for commercial, industrial and military applications worldwide. Why AIM? The company has chosen to join AIM because of the desire of our customers to grow our presence in Europe and also gives access to the sophisticated investor base focused in the emerging renewable energy sector David Potter, Chairman Transaction Synopsis Date of Admission Market : 12 May 2004 : AIM Money Raised Market Capitalisation FTSE Classification : 15.4m : 80.1m :

The proceeds will be used to expand into Europe and to build a second plant in eastern Germany. Why Choose AIM? Summary 850 Attorneys, 18 offices, Since 1901 AIM: the worlds most successful growth market London is the worlds largest asset management centre 45% of all international shares are traded in London High level of liquidity in the aftermarket Fast IPO process and less onerous regulation no Sarbanes-Oxley Better value than NYSE or NASDAQ The London Stock Exchange is the exchange of choice for companies wishing to access the international capital markets. AIM is the market of choice for IPOs on the London Stock Exchange. THANK YOU

Recently Viewed Presentations

  • Somaesthetic Appreciation Design

    Somaesthetic Appreciation Design

    What would biomedical engineering's SWOT analysis unveil? What are its true strengths and what are its weaknesses? What are the opportunities? Which of them is the low hanging fruit and which can challenges can be tackled on the long run?...
  • Graph theory as a method of improving chemistry and ...

    Graph theory as a method of improving chemistry and ...

    Comic Sans MS Book Antiqua CMR10 Wingdings Times New Roman Arial Symbol Default Design Microsoft Equation 3.0 CorelDRAW 12.0 Graphic ChemDraw.Document.6. Graph theory as a method of improving chemistry and mathematics curricula Problem(s) Fun in school Graphs Basic notions Graphs...
  • Acute Seizure Management Neurology Rotation Lecture Series Last

    Acute Seizure Management Neurology Rotation Lecture Series Last

    Acute Seizure Management Neurology Rotation Lecture Series Last Updated by Lindsay Pagano Summer 2013 Patient Presentation EMS brings in a 6 year old female who has been seizing for 15 minutes Previously healthy Developed fever over the last several days...
  • Fracture de la Scapula - Chirurgie orthopédique et du sportif

    Fracture de la Scapula - Chirurgie orthopédique et du sportif

    Traitements. Fonctionnel. Orthopédique : le plus fréquent. Bandage coude au corps. Anneau en 8. Chirurgical. Fracture ouverte (urgence) Peau menacée. Troubles vasculo-nerveux
  • Immobilized Enzymes Reactors - BioJuncture

    Immobilized Enzymes Reactors - BioJuncture

    The mobile phase contains all required cosubstrates and activators required for the enzymatic reaction, but does not contain the analyte substrate. A typical packed-bed system may use a 25-cm long reactor with a 5-mm inner-diameter, packed with the carrier-enzyme solid...
  • National View on Stroke Care - NHS Canterbury & Coastal CCG

    National View on Stroke Care - NHS Canterbury & Coastal CCG

    National View on Stroke Care. Tony Rudd. Stroke Issues. Variability of quality of care and slow progress achieving change. Hospital. Community. Issues around prevention including AF management. Increasing difficulty accessing social care and care homes.
  • BRAC - Military OneSource

    BRAC - Military OneSource

    We started offering MI/PMM files in both written and CD format. Our Relocation Request Form was a single sheet of paper that asked the clients if they wanted CD or paper, or both. We used a 10 - CD stand...
  • #1 HAIR HEIGHTS  Alexanders hair grows really fast.

    #1 HAIR HEIGHTS Alexanders hair grows really fast.

    -Hancock (comedy)-Dream Girls (drama) She now wants to find out what is the most popular genre (type of movie-scary, action, romance, comedy, drama). So she finds the percents of each genre and puts them in order. What does Sierra's list...