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Listing and information disclosure December 2005.

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Presentation on theme: "Listing and information disclosure December 2005."— Presentation transcript:

1 Listing and information disclosure December 2005

2 2 Agenda wThe London markets and Russia wWhy consider accessing the international capital markets? wWhy London’s Main Market? –Range of markets –Flexible regulation –Access to capital –Access to liquidity wAIM – the benefits of accessing the world’s most successful growth companies market wCase studies wQuestions?

3 December Companies on the London Stock Exchange: CIS focus  22 Companies traded on the LSE Main Market  In 2004, the total trade volume in Russian DR’s was over US$63.96bn  Privatisation expertise in London  Balanced approach to corporate governance  Gateway to European consumers and investors Source: London Stock Exchange trade statistics

4 December Source: London Stock Exchange trade statistics AO TATNEFT GAZPROM LUKOIL OMZ EFES Breweries International SISTEMA PYATEROCHKAEVRAZ Group NOVATEKAMTEL –VREDESTEIN KAZKOMMERTSBANKKAZAKHMYS KAZAKHGOLD GROUP Companies listed in London, Main Market Companies traded in London, Main Market AO MOSENERGO ROSTELEKOM SIBNEFT MOBILE TELESYSTEMS OJSC MMC NORILSK NICKEL SURGUTNEFTEGAZ WIMM BILL DANN FOODS UNIFIED ENERGY SYSTEMS OF RUSSIA YUKOS

5 December Companies on AIM with CIS focus -22 companies Source: London Stock Exchange trade statistics ARICOM ORIEL RESOURCES AVOCET MINING PALLADEX CARDINAL RESOURCES PETER HAMBRO CELTIC RESOURCES RAMBLER MEDIA EUREKA MINING RAVEN RUSSIA FRONTIER MINING REGAL PETROLEUM HAMBLEDON MINING SIBIR ENERGY HIGHLAND GOLD TRANS SIBERIAN KRYSO RESOURCES UKRPRODUCT NELSON RESOURCES URALS ENERGY OXUS GOLD VICTORIA OIL

6 December CAPITAL: Case study - Main Market GDRs Core business activities Sistema is the largest private sector consumer services company in Russia and the CIS, with over 35 million customers. Founded in 1993, the company reported revenues of US$ 4.1 billion for the first nine months of 2004 and total assets of US$ 7.7 billion. Transaction Synopsis Date of Admission : 14 February 2005 Market: Main Market Transaction: Placing Money raised: $1.56 billion Turnover (first 11 days): $2.54 billion FTSE Classification: Diversified Industrials “London is a major capital markets center and the choice of the London Stock Exchange reflects our desire to attract a broad institutional shareholder base, as well our strategic partnerships with leading global companies based in Europe”. Vladimir Evtushenkov, President of Sistema Sistema is the largest Russian IPO ever and the biggest international IPO on the London Stock Exchange since Orange in Sistema

7 December London has the widest choice of proven markets globally A choice of globally respected markets supported by a wide range of institutional & retail investors Main Market Supports the capital raising activities of more established companies seeking further growth. 1,696 issuers Supports the capital raising activities of earlier stage companies in their initial growth period. 1,332 issuers No other Exchange globally can offer the same choice of markets with the same breadth and depth of investors Source: London Stock Exchange – October 2005

8 December Key differences between our markets  Pre-vetting of admission documents by the UKLA  Compliance required with the rules of the UKLA  Normally a three-year trading record required  Minimum of 25% shares in public hands  Prior shareholders approval for certain transactions  Sponsors needed for certain transactions  Regulation by the LSE  No trading record required  No minimum amount of shares to be in public hands  In most cases, no prior shareholder approval required for transactions  Normally, admission documents not pre-vetted by Exchange or UKLA but by nominated adviser  Nominated adviser required at all times AIM and Main Market are structured differently to assist different types of companies Main Market

9 December London has an intelligent approach to regulation Alan Greenspan, chairman of the US Federal Reserve, has hailed the success of London in staying “at the top of the world’s financial pyramid” * Balance Competing Needs CompaniesInvestors Minimise the cost and hassle of the regulatory framework Maximise the protection inherent in the regulatory framework LessMore UK is more flexible as it is based on sound principles (comply or explain) and effective codes, whereas the US is prescriptive, costly and expensive UK had the highest standards of corporate governance in the world for 5 consecutive years (1996 – 2000 survey by Davis Global Advisors) Investors willing to pay 12 – 14% premium for UK, US and EU companies with good governance (McKinsey’s Global Investor Opinion Survey) *‘Greenspan praises London’s success story’ by Ed Crooks, FT, 25 September 2002

10 December MM CONTINUING OBLIGATIONS Source: London Stock Exchange trade statistics WHAT ARE THE DISCLOSURE RULES? wOverall purpose to implement a pan-European standard for the disclosure of inside information wImplementation of the provisions of the Market Abuse Directive (MAD) in relation to: - Disclosure of Inside Information by companies - Notification of share dealings by Directors and senior management - Insider lists

11 December MM CONTINUING OBLIGATIONS Source: London Stock Exchange trade statistics WHO DO THEY APPLY TO? wIssuers whose financial instruments are admitted to trading on a regulated market wPersons Discharging Managerial Responsibilities and connected persons

12 December MM CONTINUING OBLIGATIONS Source: London Stock Exchange trade statistics WHO HAS TO NOTIFY DEALINGS? –the PDMR must notify the issuer in writing of transactions conducted on their own account in the shares of the issuer (within four business days of the date of the transaction) –a connected person must notify the issuer as well –the issuer notifies the market Who is a DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILTIES PDMR? –a Director of an issuer –a senior executive of an issuer with regular access to inside information

13 December OTHER DISCLOSURE POINTS Source: London Stock Exchange trade statistics WHAT, WHEN, HOW AND WHERE TO ANNOUNCE –information required by the Listing Rules and Disclosure Rules –“as soon as possible” –announce to the market via an RIS –Inside Information announced via a RIS must be put on the issuer’s internet site (if it has one) the day after the announcement was made

14 December AIM - Continuing Obligations 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: AIM companies must have a Nomad at all times, otherwise they will be suspended from the market AIM companies must disclose all price sensitive information in a timely manner including substantial transactions, related party transaction, reverse takeovers and other miscellaneous transactions All directors accept full responsibility, collectively and individually for the AIM Rules Half Yearly and Annual Report and accounts required in adherence with deadlines Restrictions on deals for directors and applicable employees on AIM securities during close periods

15 December Case study – Russian AIM Company, Peter Hambro Mining Plc PETER HAMBRO MINING Core business activities Peter Hambro Mining Plc has 10 gold sites, two of which, Pokrovskiy and Pioneer are in production. Pokrovskiy is where Peter Hambro Mining Plc started mining and produced its first gold in It is approximately 320 km north-northwest of the regional capital, Blagoveschensk, and 50 km north of the border with China. Pioneer entered production this year and is located approximately 40 km from Pokrovskiy. Peter Hambro Mining Plc is involved in the mining of gold ore and the production of dor bars which are sent for refining into London Good Delivery bars of gold and silver at a refinery in Krasnoyarsk. Most of the gold is currently sold to Sberbank in Moscow and the silver is sold to other banks in Russia. Under Russian law, the group has the right to export its product, once refined, to be sold for hard currencies. Transaction Synopsis Date of Admission : 29 April 2002 Market: AIM Transaction: Placing Market Cap. at admission: US$67m Capital raised initially: US$20.3m Mkt. Cap. as of 6 Sept.2005: US$1.09bn FTSE Classification: Gold Mining

16 December Russian/CIS website


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