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Raising Capital in London Presented by Andrew Caunt 10 June 2008 E nsuring the proper legal framework.

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Presentation on theme: "Raising Capital in London Presented by Andrew Caunt 10 June 2008 E nsuring the proper legal framework."— Presentation transcript:

1 Raising Capital in London Presented by Andrew Caunt 10 June 2008 E nsuring the proper legal framework

2 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20082 IPO Timing in Context Phase I Preparation Phase II Review and Marketing Preparation Phase III Offering Phase IV Pricing and Closing 1-2 months 3-4 weeks Organisational meeting Due diligence Prospectus drafting Legal and accounting preparation Submission to UKLA/other regulators Begin review process with UKLA Valuation/positioning Prepare analyst presentation and road show Research analyst briefing Respond to UKLA comments Pricing Allocation Trading and stabilisation Closing Research coverage Aftermarket support Decision to launch Release pre-deal research Set size and price range Bulk print prospectus Roadshow and bookbuilding

3 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20083 Key Legal Requirements for IPO PRIMARY LISTING SHARES ON LONDON STOCK EXCHANGE SECONDARY LISTING OF SHARES OR GDR LISTING ON LONDON STOCK EXCHANGE Prospectus approved by UK Listing Authority YesYes. NB: Listing Particulars if GDR listing on Professional Securities Market Number of Years audited historical financial information 3. Must not be older than 6 months3 (or such shorter period that the issuer has been in operation). 6 month interims required if older than 9 months IFRS or equivalent for Non-EEA issuers? YesYes. NB: Local GAAP acceptable if GDR listing on the Professional Securities Market Sponsor required? YesNo Minimum market capitalisation £700k Minimum of 25% of shares or GDRs in public hands Yes At least 75% of issuers business must be supported by a 3 year revenue earning track record YesNo requirement

4 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20084 Key Legal Requirements for IPO (contd) PRIMARY LISTING SHARES ON LONDON STOCK EXCHANGE SECONDARY LISTING OF SHARES OR GDR LISTING ON LONDON STOCK EXCHANGE Issuer must have controlled the majority of its assets for the 3 year period YesNo requirement Compliance with Listing Principles YesNo requirement Clean working capital statement (sufficient working capital for at least 12 months from date of prospectus) YesNo requirement Free transferability of securities Yes Continuing obligations Yes Corporate Governance – Non-UK incorporated issues Must comply with domestic regime & explain significant differences from the UK Combined Code on Corporate Governance No requirement to comply with UK Combined Code or explain differences. NB: investors are likely to expect compliance with certain aspects. Discuss with your advisers

5 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20085 Key documentation requirements Document Prospectus/Listing Particulars Underwriting Agreement Comfort Letters Roadshow Presentation Relationship Agreement Primary Responsibility Sponsor/financial adviser, Companys lawyers Sponsors lawyers Auditors Sponsor, Company, Roadshow consultant (if used) Companys lawyers

6 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20086 Prospectus document contents Detailed content requirements currently contained in the Prospectus Rules Always subject to the overriding requirement of Financial Services and Markets Act 2000 (FSMA) that a prospectus must contain… …the information necessary to enable investors to make an informed assessment of – (a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and (b)the rights attaching to the securities. Both the Prospectus Rules and FSMA require that a prospectus presents a warts and all picture of the company

7 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20087 Managing the legal risk Due diligence – commercial, legal, financial Drafting meetings/Q&A D&O questionnaires Verification Comfort letters US Legal opinion Board approval The process of reducing risk

8 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20088 Planning your strategy Appointment of advisers Tax planning Board/senior management composition Financial reporting Development of equity story/valuation modelling Review company website Capital structure Selling shareholders Expert reports Management/employee incentivisation Corporate housekeeping Timing of potential acquisitions Deal structure domestic offering US offering

9 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 20089 Checklist for Success Early identification of any special accounting work Anticipate due diligence requirements Carefully plan for availability of management Publicity – follow publicity procedures

10 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200810 About White & Case White & Case LLP is a leading global law firm with 2,300 lawyers in 36 offices in 24 countries. Among the first US-based law firms to establish a truly global presence, we provide counsel and representation in virtually every area of law that affects cross-border business. Our clients value both the breadth of our network and depth of our US, English and local law capabilities in each of our offices and rely on us for their complex cross-border transactions, arbitration and litigation. Whether in established or emerging markets, the hallmark of White & Case is our complete dedication to the business priorities and legal needs of our clients.

11 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200811 Our Approach Our approach is based on listening to our clients needs, taking the time to understand their business and responding with effective strategies and solutions, no matter how big the opportunity or formidable the challenge. With new technologies, globalization, consolidation and other forces continuously changing how business gets done, we help our clients evaluate the risks and rewards of ventures designed to advance their interests. We work with the worlds most established and respected companies, including 75 percent of the Global Fortune 100 and 25 percent of the Fortune 500, as well as with start-up visionaries, governments and state-owned entities.

12 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200812 Recognition Leading industry publications consistently recognize White & Case for exemplary work, including: White & Case is a dominant force in the major markets of Europe, North America and Asia. Synonymous with excellence, White & Case is a truly global player. PLC Which Lawyer? 2006 Yearbook A Top Ten Global Law Firm American Lawyer, 2007 International Arbitration Team of the Year 2007 Chambers USA Client Service Firm of the Year 2006 Chambers Global Restructuring Team of the Year 2006 IFLR Americas Awards Banking and Finance Team of the Year 2005 Legal Business Global Law Firm of the Year 2005 Project Finance International Ranked Top Five in Global Bankruptcy 2006 The Deal Infrastructure Team of the Year 2005 The Lawyer Transportation & Infrastructure Legal Adviser of the Year 2005 Infrastructure Journal Defense Hot List 2006 The National Law Journal One of the Top Five Law Firms For Global M&A 2005 Thomson Financial/Bloomberg Ranked Second in Global Private Equity 2006 PLC Cross-Border Quarterly Best Firm for Oil & Gas Financings and Petrochemicals Financings 2005 Project Finance One of the Top Ten Antitrust Law Firms 2007 Global Competition Review A Leading Privacy Law Firm 2006 Computerworld. One of the Top Ten Global Employment Law Firms 2006 PLC Cross-Border Quarterly Top International Law Firm 2008 Vault Guide to the Top 100 Law Firms

13 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200813 White & Case Around the World Middle East/ Africa Abu Dhabi Johannesburg Riyadh Asia Almaty Bangkok Beijing Hong Kong Shanghai Singapore Tokyo North America Los Angeles Miami New York Palo Alto Washington, DC Latin America Mexico City São Paulo Europe Ankara Berlin Bratislava Brussels Budapest Dresden Düsseldorf Frankfurt Hamburg Helsinki Istanbul London Milan Moscow Munich Paris Prague Stockholm Warsaw

14 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200814 Our Presentation Team Andrew Caunt Partner, London 5 Old Broad Street London EC2N 1DW United Kingdom T: + 44 20 7532 1525 F: + 44 20 7532 1001 Email: acaunt@whitecase.com Andrew Caunt is a partner in the firms Banking and Capital Markets Group and joined the London office of White & Case in May 2007. He has extensive experience of advising issuers and underwriters in capital markets transactions with particular emphasis on equity offerings on both the London Stock Exchanges main market and AIM. His transactional experience includes IPOs, secondary offerings (including follow on primary offerings and rights issues) and quick to market transactions.

15 WHITE & CASE LLP RAISING CAPITAL IN LONDON 10 June 200815 Worldwide. For Our Clients. www.whitecase.com


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