Considering a London listing?

Transcription

1 Considering a London listing?

2 About us Over the last five years Capita Asset Services has been appointed to more Initial Public Offerings (IPO) than any other registrar. Our experience of flotation projects means our leadership, relationship management, operational delivery and technology support are unrivalled in the industry. Capita Asset Services is the only registrar that is backed by the strength and reputation of a FTSE 100 company, Capita plc, which is the UK s leading provider of integrated professional support service solutions. How we can help pre-listing A listing is a major step for any company requiring careful thought and planning before, during and after flotation. We suggest that for a project of this nature the registrar is appointed a minimum of eight weeks prior to flotation. Once appointed, we are there every step of the way to ensure that your project flows smoothly and efficiently. We work in partnership with companies and their corporate advisors to: Prepare and lodge the CREST security application form Determine processes for allotting new shares and transferring existing shares Ensure an efficient process for cross border settlement (if required) Set up the register and depositary interest facilities and related legal framework Establish procedures with your existing transfer agent, if applicable. How we can help post-listing As part of a successful launch, Capita Asset Services will: Deliver stock in CREST and issue share certificates Maintain the depositary interest and share register Provide the company online access to information on their register through our Corporate Portal and if requested online information for shareholders through the Share Portal Provide a dedicated Relationship Manager as a single point of contact.

3 Depositary Interest (DI) Facility Capita Asset Services offers a highly specialised solution for overseas companies listing in London through our DI service. The DI product enables overseas companies securities to be settled electronically in the CREST system (which is maintained and operated by Euroclear UK & Ireland Limited). Such companies can then benefit from all the competitive advantages of being electronically settled on one of the world s leading equity exchanges. Capita Asset Services was the first registrar to provide a Depositary Interest service in the year 2000 and over 100 clients have used our service since then. To date we have managed DI clients in 27 jurisdictions around the world such as Australia, Belgium, Belize, Bermuda, British Virgin Islands, Canada, Cayman Islands, Cyprus, Falklands, Finland, Germany, Gibraltar, Guernsey, Hong Kong, Israel, Japan, Luxembourg, Malta, Netherlands, New Zealand, Norway, Papua New Guinea, Singapore, South Africa, Switzerland, Sweden and USA. DUBLIN AMSTERDAM LONDON BUDAPEST ZURICH NEW YORK REPRESENTATIVE OFFICE JERSEY LUXEMBOURG INDIA KEY FRANKFURT DI clients SINGAPORE REPRESENTATIVE OFFICE Office locations How does it work? When a company chooses to use our DI facility their shares will not actually be settled in the CREST system. What is settled is an interest in that share and this is achieved by the shareholders depositing their stock with our FCA authorised and regulated subsidiary company, Capita IRG Trustees Limited, who will then issue the DIs on a one for one basis and additionally provide the necessary custodial service. On the company s register Capita IRG Trustees Limited will be shown as the shareholder but the beneficial interest remains with the investor who receives all the rights (dividends, voting, etc) they would if they were on the register themselves. Shareholders can withdraw their stock back into certificated form at any time using standard CREST messages. Therefore, shareholders who prefer to hold their stock in physical (i.e. paper) form will have their accounts maintained on the Register of Members. What is required? In order for the DIs to be created we will need to have our lawyers prepare a Deed Poll which sets out the rights attaching to the stock as well as the relationship between the Depositary Interest and the underlying stock. Euroclear UK & Ireland Limited require a Legal Opinion to be completed and submitted to them before they will allow any company to settle in CREST and our lawyers will assist the company s overseas lawyers in providing this information in the form required.

4 The DI Process The whole process usually takes 6 to 8 weeks. However, we are there every step of the way to ensure it flows smoothly and efficiently. The diagram below shows a typical timeline. Weeks 1-5 We will perform identity checks (Anti Money Laundering, Know Your Client). Legal documentation created, including: Depositary agreement Deed Poll CREST Operational Bulletin and Legal Opinion. Standard Terms and Conditions are signed. The 8 week process to electronic settlement through CREST Preparation of draft share certificates, if applicable. Weeks 1-2 Draft copies of prospectus, List of parties and timetable forwarded to Capita Asset Services. Weeks 5-6 Adviser obtains the International Identification Number (ISIN) from the relevant stock exchange. Weeks 6-7 Complete and lodge Security Application Form with CREST (before conditional dealings, if applicable). Weeks 7-8 Procedures finalised with company regarding register creation. Weeks 7-8 Existing shares: Selling shareholders should complete CREST transfer form and deliver to Capita Asset Services via the CREST Fast track procedures. New shares: Lawyer/adviser forwards board resolution allotting securities to Capita Asset Services. Week 8 Enablement letter faxed to CREST. 8am Dealing Notice issued by the London Stock Exchange. Go live! >> FINISH

5 Company secretarial services, pre-listing The time involved in planning, managing and setting up new compliance and governance systems for life as a listed company is often underestimated. We can offer support and guidance on the company secretarial aspects of a flotation to suit your needs; either by offering bespoke elements of our services or by providing a fully integrated solution. Some of the areas we cover include: Board support and procedures Systems for shareholder analysis and board reporting Committee frameworks Board policies and procedures manual Directors appointments, training and induction Training for in-house company secretarial teams Annual programme of board meetings and rolling agenda content. Company secretarial services, post-listing UK listing and compliance requirements New registers including substantial shareholder and directors interests Employee share dealing code Conflicts of interests policy Insider lists maintenance systems Stock exchange announcement procedures. Our experienced team of in-house chartered secretaries and support staff can alleviate the burden at this busy time and give you complete peace of mind that your company secretarial tasks will be efficiently managed. We also help companies with their statutory and regulatory compliance responsibilities once floated. Our key services in this area include: Annual Report drafting and production Board meeting and AGM support Corporate governance policy implementation and advice Stock exchange compliance and announcements. Investor relations services, post-listing Following a listing it can be difficult to keep track of movements on your register and to understand the structure and nature of your new shareholder base. We can provide you with extensive analysis to help you identify and communicate with key institutional investors as well as assistance with s793 / Deed Poll letter issuance, s808 indexing and proxy solicitation. Our analysis can produce detailed reports on a regular basis which can cover everything from significant increases or decreases in holdings, new entries/ exits and geographical analysis. These reports are tailored to suit your requirements and can include share price and market volume graphs and market commentary. These are accessed online through our WebIR portal which can also provide supporting data including: Fund manager details Beneficial owner detail Registered holder detail Disclosure letter log. Designed to be flexible and user friendly the WebIR portal allows you to download key analysis as and when you need it in PDF, excel or interactively. Share plan and share dealing services We can offer a flexible combination of in-house, co-sourced, and out-sourced share plan administration solutions to meet clients demands. We administer over 230 share plans to our clients for a range of plans, including specialised discretionary option and share plans, SAYE, SIP and global share plans. We can also provide your private shareholders with flexible and easy trading options. Assist in maturing options at listing Set up of share plans Set up of executive dealing facility. Corporate actions Our Corporate actions team has extensive experience within the registration industry. The team handles the full range of receiving agent services and corporate actions from complex IPOs, takeovers and rights issues, to intricate capital reorganisations and AGMs. Our high-level specialist knowledge and strict adherence to financial rules and regulations gives you the peace of mind that we can cover your needs completely.

6 We are Capita Asset Services, a division of Capita plc, a FTSE 100 company and the UK s leading provider of business process management and integrated professional support solutions. We firmly believe that one size doesn t fit all, so our solutions are specifically designed around our clients needs. Whether it s providing corporate, private client, treasury, debt or fund administration or shareholder and employee solutions, Capita Asset Services can help you manage and grow your business. We have over 2,500 professional staff dedicated to making your life easier by delivering service excellence and creating efficiencies for your organisation. Our operations are based in the UK, Ireland, Jersey, mainland Europe and India, with representative offices in the US and Asia we have over 4,000 multinational and UK based clients and relationships. Further information about our full range of expertise can be found at Contact us Paul Etheridge Head of Business Development t: +44 (0) e: paul.etheridge@capita.co.uk Phil Roberts Head of UK Business Development t: +44 (0) e: phil.roberts2@capita.co.uk Ian Shaw Head of Offshore Business Development t: +44 (0) e: ian.shaw@capita.co.uk Capita Asset Services is a trading name of Capita Registrars Limited and Capita IRG Trustees Limited. Share registration and associated services are provided by Capita Registrars Limited (registered in England and Wales, No ). Regulated services are provided by Capita IRG Trustees Limited (registered in England and Wales No ), which is authorised and regulated by the Financial Conduct Authority. The registered office of each of these companies is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Katherine Taylor Business Development Manager t: +44 (0) e: katherine.taylor@capita.co.uk SS13780