1. Going Public in the UK April 2008 Mark Green
Private and Confidential
Going Public in the UK
April 2008
Mark Green
Managing Director, Head of Israel Investment Banking

2. Agenda About Collins Stewart What makes for a successful IPO?
Selecting your advisors
Choosing an appropriate market
AIM Facts and Fiction
Summary

3. Collins Stewart: A Leading Global Firm
Leading independent investment banking group – Listed on the LSE (CLST)
Global coverage: US, UK, Europe, Israel, and Asia (India, Singapore, Japan)
Presence in 12 geographies world-wide
A market leader in financing and M&A:
Number one advisor on AIM for the last 10 years
Number one advisor to private equity in Europe for the last 7 years
Leading platform in the US on NASDAQ
Leading position in Israel with on-the-ground offices for the last 4 years
Leading position in Indian real estate banking
Founding member of Catalist exchange, Singapore
Wide range of financing capabilities:
Multiple transaction types: IPOs, Follow-ons, private placements, M&A, and debt advisory
Broad range of sectors covered (see over)

4. Broad Range of Sectors and Geographic Coverage
Technology
Software
Property
Healthcare
Leisure
Industrials
Support
Services
Energy
Financials
Resources
Insurance
Alternative
Energy
Consumer
Defense

5. A Selection of our Israeli Clients

6. Our Israel Research Coverage

7. What Makes for a Successful IPO (on any market)?
Strong, visionary management
A straightforward story
Differentiation
Ability to take a growing portion of a growing market
Aggressive strategic planning
Sustainable competitive advantage
Diversified customer base (if relevant)
Clear marketing strategy
Robust financial model
Dedication to survive the IPO process
And generally these days …
Profitability

8. How Should I Choose my Investment Bank?
How well known is the bank?
Is there a dedicated Israel team (or better still, on-the-ground offices)?
Size does matter, but specialization matters more
Capital markets capabilities
Research
Quality of the team working on the deal
You need ‘a champion’
Will they still love you tomorrow?
William Shakespeare: “They do not love that do not show their love”

9. How Should I Choose my Other Advisors?
Accountants
Historical relationship with company
IPO expertise and experience
Local presence
Recognised ‘name’
Lawyers
Global / relevant international locations
IPO expertise and experience
Israel focus / team / relationships
Sector expertise
PR / IR
UK-based, preferably with Israel affiliate/office
IPO expertise and experience
International approach to IR
Understand your business

10. How Should I Chose Which Door to Go Through?
(…or, which stock market will have you)
International nature of business
Size of raise
Availability of capital

11. Where are We on the Risk-o-Meter …?
Good Times
Difficult Times
Dreams
Reality

12. Which is seen in Current Investor Interest (Changes Constantly…)
MORE LESS UK
Utilities
Infrastructure
Gaming
Property
Media
Retail
and....Small Caps! US
Pharmaceutical
Utilities
Property
Financials
Semiconductor
and....Small Caps!
Singapore
Oil & Gas, Resources
Med Tech
Exposure to US
Small caps unpopular in the UK and US due to illiquidity
Resources in Singapore should have a track record, and deals there should be looking to raise at least $20m as high listing costs can be cumbersome

13. Over 100 Israeli Companies are Listed in the US …

14. … Compared with Around 40 in the UK …

15. One Possible Reason … US-Facing* UK-Facing
* From their offices in Israel, generally speaking!

16. Focus on AIM: Facts and Fiction (or Myths and Misconceptions)
Myth: NASDAQ is ‘better than AIM’
Myth: There is no liquidity on AIM
Myth: An AIM IPO is a stop-gap measure for those companies unable to list in the US / on the UK Main list
Myth: Only small emerging companies should list on AIM (in fact, deal sizes on AIM are generally LARGER than Nasdaq)
Fact: Relatively straightforward process (see soon)
Fact: Less taxing on management post-deal (but Governance still just as important)
Fact: Your NOMAD monitors you, not just the exchange
Unclear: Israeli companies have faired better on Nasdaq than AIM (let’s see in another 5 years)
Myth: The Investment Bank sets the value

17. AIM is a Fairly Straightforward Process…
Stage 1:
Preparation
Stage 2:
Review and
Marketing
Stage 3:
Offering
Stage 4:
Pricing and
Closing
Kick-off meeting
Accountants due
diligence
Legal due diligence
Admission Document
drafting
Legal and accounting
preparation
Tax structuring
Valuation/positioning
Research presentation
and roadshow
preparation
Analyst briefing
Decision to launch
Pre-IPO research
released
Establish size and
price range
Print pathfinder
document admission
Roadshow and
book building
Pricing
Allocation
Print Admission
Document
Trading
Closing
Research coverage
After-market support
2 - 3 Months
2 - 3 Weeks

18. … But it’s not the Only Option…**
Min. Free Float
1 million shares
N/A
15%
25%
Trading Record
2 years
3 years
Sponsor/NOMAD (Investment Bank role)
Investment Bank
NOMAD
Sponsor
Regulatory Responsibility
Investment Bank / SEC
Sponsor / UKLA / FSA
Approx. IPO Time
6 months
4 months
3 months
Approx. % Total Costs (of proceeds) 7% 6%
6-7%
5-6%
* The above information serves only as a guide, the company should confirm specifics with its own counsel
** Refers to NASDAQ Global Market, Standard 1

19. In the UK, as in Any Market: Manage Expectations!
Manage investor expectations – don’t over-promise and under-deliver
Manage your own expectations!
…And remember: The Investment Bank doesn’t set the valuation,
the MARKET does!

20. Summary
Going public requires a Company to be ready (don’t go out early!)
You have Market Choices – each has Benefits. The UK can offer particular benefits in terms of process and management time required
Setting expectations correctly is critical
The IPO ‘team’ is everything…

21. and Israel…
A Perfect Cultural Fit!