Corporate Finance Team

Companies raise money Fixed Assets/Working Capital Two types of money – debt and equity Venture Capitalists Private Equity and leveraged buyouts Public and Private Corporate Finance Public Companies

Flotation on the market Private to Public Availability of shares Select number of shareholders to general availability Initial Public Offering

Advice Place shares in the hands of investors Channel capital Allocation of capital Investment Banking’s Role

London Stock Exchange ‘Senior Market’ Business for at least three years Nominated Advisor Alternative Investment Market (AIM) ‘Junior Market’ Smaller companies Nomad Which Market?

‘Small Cap’ Stocks Closely held Family business Partnership Businesses Football Clubs Sporting Institutions Other Markets

Good prospects for investment Favorable state of the market Current affairs causing uncertainty Nervous markets For a fee, an outside institution will buy unwanted shares Confidence Underwriting

Attract profitable companies Interesting marketplace Ensure information is current Up-to-date knowledge Accurate knowledge Trust in the exchange Stock Exchange

Prospectus Detailed financial information Information about circulars to its shareholders Fair trading of shares Insider Dealing Transparency Perfect market knowledge Stock Exchange

Broker Stock Exchange Member Firm Sponsor and publish its prospectus History and Projections Financial Information every three months Notify the exchange of changes Listing

Pre-float preparation – takes months Legal verification Projected cashflow projection Asset valuations Subscription Agreement - Underwriting Price range prospectus Book-building process – potential investors Listing

Introduction 25% are already in the public domain No new shares are listed No underwriting required Cheapest way of listing Types of Listing

Placing or Private Offering Selective Institutional Investors Low costs Narrow Shareholder Base Types of Listing

Intermediaries Allocated to stock exchange member firms Selected by sponsor Wide spread of investors Types of Listing

Public Offer Private Investors Institutional Investors Expensive – bank fees for underwriting Offer for Sale – shares already in issue Offer for Subscription – New shares Tender offer – auction basis over minimum price Dutch Auction – prices reduced until taken up by a bidder Types of Listing

Continuous Double Auction Buyers and sellers – bid and offer prices Notifying the exchange How many shares bought and sold Price of shares Wild price fluctuations are monitored Trading Shares

How many shares to sell Founder’s shares – ‘lock-in period’ Confidence in the company Additional equity capital Raise additional funding The Company

Impact Day Prospectus is published. Approved by the FCA Admission Official List Admission Week - applications and cash received Selling at a premium or selling at a discount? Key Dates

Rights Issues Fresh shares must be offered to existing shareholders Right of pre-emption – first refusal Dilution of shares Deep Discount Issue to existing shareholders ‘Rump’ – left over shares - lapsed securities sold by broker to the market Issues

Transaction Disclosure – public domain Disclosure of price-sensitive information through an RIS (Regulatory Information Service) Approved screen-based news service – Bloomberg, Reuters Observing the Model Code: Directors cannot trade in the two months before a company’s annual results What Happens Next

Take over other companies Buying with their own shares Access to the cheapest form of borrowing Bond Markets The benefits