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

2. RAISING CAPITAL IN LONDON
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
10 June 2008
RAISING CAPITAL IN LONDON

3. 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
Yes
Yes. NB: Listing Particulars if GDR listing on Professional Securities Market
Number of Years’ audited historical financial information
3. Must not be older than 6 months
3 (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?
Yes. NB: Local GAAP acceptable if GDR listing on the Professional Securities Market
Sponsor required? No
Minimum market capitalisation
£700k
Minimum of 25% of shares or GDRs in public hands
At least 75% of issuer’s business must be supported by a 3 year revenue earning track record
No requirement
10 June 2008
RAISING CAPITAL IN LONDON

4. Key Legal Requirements for IPO (cont’d)
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
Yes
No requirement
Compliance with Listing Principles
Clean working capital statement (sufficient working capital for at least 12 months from date of prospectus)
Free transferability of securities
Continuing obligations
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
10 June 2008
RAISING CAPITAL IN LONDON

5. Key documentation requirements
Prospectus/Listing Particulars
Underwriting Agreement
Comfort Letters
Roadshow Presentation
Relationship Agreement
Primary Responsibility
Sponsor/financial adviser, Company’s lawyers
Sponsor’s lawyers
Auditors
Sponsor, Company, Roadshow consultant (if used)
Company’s lawyers
10 June 2008
RAISING CAPITAL IN LONDON

6. 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
10 June 2008
RAISING CAPITAL IN LONDON

7. 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
10 June 2008
RAISING CAPITAL IN LONDON

8. Planning your strategy
Capital structure
Selling shareholders
Expert reports
Management/employee incentivisation
Corporate housekeeping
Timing of potential acquisitions
Deal structure
domestic offering
US offering
Appointment of advisers
Tax planning
Board/senior management composition
Financial reporting
Development of equity story/valuation modelling
Review company website
10 June 2008
RAISING CAPITAL IN LONDON

9. RAISING CAPITAL IN LONDON
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 June 2008
RAISING CAPITAL IN LONDON

10. RAISING CAPITAL IN LONDON
About White & Case
White & Case LLP is a leading global law firm with 2,300 lawyers in 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.
10 June 2008
RAISING CAPITAL IN LONDON

11. RAISING CAPITAL IN LONDON
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 world’s 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.
10 June 2008
RAISING CAPITAL IN LONDON

12. RAISING CAPITAL IN LONDON
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 —Chambers USA
Client Service Firm of the Year —Chambers Global
Restructuring Team of the Year —IFLR Americas Awards
Banking and Finance Team of the Year —Legal Business
Global Law Firm of the Year —Project Finance International
Ranked Top Five in Global Bankruptcy —The Deal
Infrastructure Team of the Year —The Lawyer
Transportation & Infrastructure Legal Adviser of the Year —Infrastructure Journal
Defense Hot List —The National Law Journal
One of the Top Five Law Firms For Global M&A —Thomson Financial/Bloomberg
Ranked Second in Global Private Equity  —PLC Cross-Border Quarterly
Best Firm for Oil & Gas Financings and Petrochemicals Financings —Project Finance
One of the Top Ten Antitrust Law Firms —Global Competition Review
A Leading Privacy Law Firm  —Computerworld. 
One of the Top Ten Global Employment Law Firms —PLC Cross-Border Quarterly
Top International Law Firm —Vault Guide to the Top 100 Law Firms
10 June 2008
RAISING CAPITAL IN LONDON

13. White & Case Around the World
Europe
Ankara
Berlin
Bratislava
Brussels
Budapest
Dresden
Düsseldorf
Frankfurt
Hamburg
Helsinki
Istanbul
London
Milan
Moscow
Munich
Paris
Prague
Stockholm
Warsaw
Asia
Almaty
Bangkok
Beijing
Hong Kong
Shanghai
Singapore
Tokyo
North America
Los Angeles
Miami
New York
Palo Alto
Washington, DC
Middle East/ Africa
Abu Dhabi
Johannesburg
Riyadh
Latin America
Mexico City
São Paulo
10 June 2008
RAISING CAPITAL IN LONDON

14. RAISING CAPITAL IN LONDON
Our Presentation Team
Andrew Caunt
Partner, London
5 Old Broad Street London EC2N 1DW United Kingdom T: F:
Andrew Caunt is a partner in the firm’s 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 Exchange’s main market and AIM.
His transactional experience includes IPOs, secondary offerings (including follow on primary offerings and rights issues) and quick to market transactions.
10 June 2008
RAISING CAPITAL IN LONDON

15. RAISING CAPITAL IN LONDON
Worldwide. For Our Clients.
10 June 2008
RAISING CAPITAL IN LONDON