IPO AND REGISTRATION SERVICES

Transcription

1 IPO AND REGISTRATION

2 For an IPO service SUITED to your needs, look no further than Computershare Why Choose Computershare? Strong track record of successful IPOs across all sectors and company sizes Unique service range, meeting your needs as you grow Integrated member of your Adviser, Lawyer and Broker Team Tried and tested service beyond register administration to support your IR and Governance requirements Electronic communications and web-based services for efficiency and cost control Direct support across the globe as you reach out to other markets Amongst the many decisions that have to be made in order to reach the day of listing, the appointment of a registrar may seem an insignificant task. In reality, it s a key decision at the start of a long and fruitful relationship. Your registrar will be the one to guide you not only through the preparation of your IPO, but will also play an instrumental role in advising you for your first AGM, listing changes, acquisitions and takeover projects. Your registrar should also be able to deliver your employee plans as your employee numbers grow, potentially across the world, and be able to support your communications and payment needs no matter the size or location. At Computershare we aim to be a part of your success and want to see you reap the opportunities that the raising of equity brings. We have grown our own business in order to give you the certainty of a firm foundation of experience and service to meet your company s needs as it grows, both locally and globally. THE COMPUTERSHARE TEAM Your day to day contact will be with your Relationship Manager at Computershare Investor Services. They will maintain your register, manage your corporate actions, and act as the key liaision with the rest of the team. From appointment you will be working with dedicated named contacts to manage your IPO. If you have an employee share plan then Computershare Plan Managers are the experts in this field. We will communicate with your investors and employees electronically or on paper, expertly managed by Computershare Communications Services. Other specialised services from the Computershare group can also be coordinated through your Relationship Manager, as and when required: Computershare Governance Services supports your Company Secretarial needs along with supporting software to manage your Governance and Compliance challenges, Board, and subsidiary structures Georgeson provides beneficial shareholder analysis allowing you to fully understand who truly owns your stock, generating market data beyond that available on your register of members. Georgeson also provides innovative proxy solicitation and vote management to help companies identify, locate and communicate the right message to key shareholders, securing the votes they require Global Capital Markets is a team of experts that advise on the intricacies of cross border settlement and global listings Flag provides Corporate Reporting Design and Production support including consultancy to deliver your Social Responsibility goals IML delivers leading technology for interactive wireless meetings, particularly for AGMs. With our market leading portfolio of services, we can provide the solution suited to your company.

3 PRE-IPO MANAGEMENT The size and complexity of listing will drive the decision as to when you appoint your registrar and the earlier you are able to make an appointment, the earlier you will start to benefit from our extensive listing experience, helping to ensure that the process runs as smoothly as possible. SCENARIOS FOR PRE-ANNOUNCEMENT DISCUSSION Creation of employee share plans Entity and Board structure management Retail Shareholder Offer Online and offline communications design (Corporate Identity, Prospectus, websites) Non UK company seeking market entry and requiring Depositary Interest structures Electronic IPO Corporate Governance Solutions Offshore Listing structure Alternatively, your adviser will discuss service provision with Computershare before your intended listing. Throughout the IPO period your dedicated Project Manager will work closely with your listing team to ensure that the register and CREST membership is established, and to offer a range of solutions that will assist in a smooth transition to your chosen market. Post IPO, your ongoing Relationship Manager will work with you and your adviser to manage your shareholders. PREPARATION FOR LISTING DAY Our strong project management and IPO experience ensure you are ready for listing day On receipt of the pathfinder we will obtain the CREST ISIN number for new stock from the LSE Comment on pathfinder as necessary Prepare the Security Application form, send it to you for signing, and on return we will send it to CREST Ensure CREST have set the new stock up correctly in their system Liaise on the design of your share certificate and ecommunications Preparation of a list of shareholders to support the SH01 Return of Allotment for the new share class Ensure dispatch of share certificates within seven days of the listing date Preparation of messages to credit CREST accounts with shares in the new class from 8.30am on the listing date Collation of registration details for preadmission shareholders who will remain on the register We receive the placing list from the adviser/broker in an agreed format

4 POST LISTING MANAGEMENT Being prepared to meet your long-term corporate goals and support those unexpected events Our work doesn t end after you have listed. We establish a long-term relationship with clients based on our ability to provide support and solutions as your company grows. We are continually adding to our portfolio of services to offer you the best choice. In the last two years alone, we have created market leading services in Corporate Governance, Company Secretarial Support, Corporate Reporting, Electronic Communications, Web Registry Access, Webcasting and Design, Wireless AGM Voting and Global Payments. Client communication is a top priority for us. We take the time to listen and solicit client opinion via updates, satisfaction surveys, webinars (online seminars) and regular reviews. You tell us what you want and we ll develop products and services that are right for you. THE ONLY TRUE LOCAL AND GLOBAL PROVIDER Our clients range from PLUS market participants, through AIM, and on to the FTSE 100. Irrespective of business or location, they all benefit from Computershare s global footprint. Our size and reputation allows us to bring new ideas to the market and to manage research and development so that all our clients benefit. For companies either listing from outside of the UK or with plans to grow internationally, our Global Capital Markets team will be on hand to guide and advise on working within different market structures, using Computershare s unique global registration business.

5 SUPPORTING YOUR TRANSITION TO A PUBLIC COMPANY COMPANY SECRETARIAL AND SOFTWARE Advice and assistance on flotations on AIM, PLUS and main markets Company registration from Ltd to Plc Delivery of stock exchange announcements Fully outsourced services - AGM management - preparation, attending and minute taking for board or committee meetings Maintenance of statutory registers Filing of annual returns and accounts Corporate health checks ensuring statutory and regulatory requirements are met Offshore and overseas company formations and administration Governance Healthcheck Global Entity Software (GEMS) - UK Company Secretarial Software - Board - Global Rules COMPUTERSHARE SHAREHOLDER ANALYSIS Issuance of Section 793 notices and maintenance of Section 808 register Maintain list of significant shareholders and track largest buyers and sellers Profile ownership base long, hedge funds, retail, PCBs Identify Fund Managers with under and overweight holdings Identify Leading Fund Managers with no holdings Sector, type and country of fund managers PROXY SOLICITATION Advance review of agenda items (resolutions) for shareholder sensitivity Engagement with the proxy advisers (important influencers on how institutions vote) Outbound vote activation for institutional shareholders Advance view of the level of voting and support prior to votes arriving Vote matching to determine who did not vote or voted against management CISLOB0001v2F CORPORATE COMMUNICATIONS AND REPORTING Best practice consultancy for Annual Reporting and Corporate Responsibility Reporting Project management, design and production Copywriting, editing and proofreading Printing, personalisation and dispatch Corporate and Investor Relations website development Web design for electronic IPOs AIM Rule 26 compliance Brand identity development EMPLOYEE SHARE PLANS Advice and assistance on a total employee share plan solution Extensive range of plans - including SIP, SAYE, Executive Plans and Employee Share Purchase Plan (ESPP) Personalised employee communications Paperless enrolment, including SMS Transactional self-service websites - Cost-efficient, real-time online trading across multiple platforms (including the LSE, JSE, ASX and AEX) Low risk, cost-effective share plan solutions

6 Computershare is a global leader in share registration, employee equity plans, proxy solicitation and other specialised financial and communication services. Many of the world s largest companies employ our innovative solutions to maximise the value of their relationships with investors, employees, customers and members. Supporting your transition to a Public Company COMPANY SECRETARIAL AND SOFTWARE SHAREHOLDER ANALYSIS Advice and assistance on flotations on AIM, PLUS and main markets Issuance of Section 793 notices and maintenance of Section 808 register Company registration from Ltd to Plc Maintain list of significant shareholders and track largest buyers and sellers Delivery of stock exchange announcements Profile ownership base long, hedge funds, retail, PCBs Fully outsourced services - AGM management Identify Fund Managers with under and overweight holdings - preparation, attending and minute taking for board or committee meetings Identify Leading Fund Managers with no holdings Maintenance of statutory registers Sector, type and country of fund managers Advance review of agenda items (resolutions) for shareholder sensitivity Corporate health checks ensuring statutory and regulatory requirements are met Governance Healthcheck COMPUTERSHARE - Board - Global Rules CORPORATE COMMUNICATIONS AND REPORTING Best practice consultancy for Annual Reporting and Corporate Responsibility Reporting Project management, design and production Copywriting, editing and proofreading CISLOB0001v1F Advance view of the level of voting and support prior to votes arriving Vote matching to determine who did not vote or voted against management IPO AND REGISTRATION EMPLOYEE SHARE PLANS Advice and assistance on a total employee share plan solution Extensive range of plans - (including SIP, SAYE, Executive Plans and Employee Share Purchase Plan (ESPP) Personalised employee communications Corporate and Investor Relations website development Paperless enrolment, including SMS Web design for electronic IPOs Transactional self-service websites Brand identity development Outbound vote activation for institutional shareholders Printing, personalisation and dispatch AIM Rule 26 compliance Charles Heming charles.heming@computershare.co.uk Phone +44 (0) Mobile +44 (0) Engagement with the proxy advisers (important influencers on how institutions vote) Offshore and overseas company formations and administration - UK Company Secretarial Software To find out more about our IPO and Registration Services, please contact: PROXY SOLICITATION Filings of annual returns and accounts Global Entity Software (GEMS) Computershare has approximately 10,000 employees across the world and serves 14,000 corporations and 90 million shareholders and employee accounts in 17 countries across five continents. - Cost-efficient, real-time online trading across multiple platforms(including the LSE, JSE, ASX and AEX) Low risk, cost-effective share plan solutions Computershare Investor Services PLC is registered in England & Wales, Company No , Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE. Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5HS.

7 FROM NEW VENTURE TO FTSE100 A market-leading portfolio of services provided by Computershare to support companies as they grow < < TECHNOLOGY INVESTOR Registry Services PLAN MANAGERS Employee Share Plans GOVERNANCE Entity COMMUNICATION Print and ecommunications GLOBAL CAPITAL MARKETS Cross-border Listings GEORGESON Proxy Solicitation and Shareholder Analysis < < PEOPLE IML General Meeting Solutions FLAG Corporate Reporting < < PROCESS CERTAINTY INGENUITY ADVANTAGE

8 THREE YEAR CORPORATE LIFECYCLE Time (Months) IPO Window Future Corporate Developments Including M&A CLIENT EVENTS VENTURE CAPITAL DIVESTMENT, CAPITAL EXPANSION DISCUSSIONS INVESTMENT BANK, CAPITAL RAISE DECISION APPOINTMENT OF ADVISORY TEAM APPOINTMENT OF REGISTRAR AND EMPLOYEE PLAN PROVIDER INTERIMS FINAL RESULTS AND AGM, WIDER REGULATION CHANGES MOVE FROM AIM TO MAIN MARKET, FURTHER CAPITAL REQUIREMENTS ACQUISITION EMPLOYEE PLAN MATURITY OVERSEAS EXPANSION TAKEOVER TARGET CAPITAL RAISE INCREASE LIQUIDITY REGISTRY Pre-IPO Company Administration Project, CREST liaison, eipo, Register Dividend Preparation and Paying Client Newsletters, Webinars, Dividend Payment, Proxy, AGM Placing Services EGM Preparation, Proxy, Post Merger Clean-Up, Shareholder Solutions Staff Dealing Non UK Computershare Registrar Appointment Payment and Escrow Services Project, Receiving Agent Dealing Services, Dividend Reinvestment (DRIP) EMPLOYEE SHARE PLANS Private Company Employee plans Consultancy on Employee Share Plan Structure Executive Plan Design, Staff Plan Design, Trustee Services, Plan Structure and Design Dividend Proxy Integration of Plans Employee Trading, Shareholder Cards, Custody Service Global Plans Service New Plan Development Capital Reorganisation ENTITY MANAGEMENT Company Secretarial Support and Entity Software Registered Office Services Pre IPO Governance Health Check Corporate Timetable and Task Schedule Reminder Notifications Company Secretarial Support for AGM and Board Corporate Structure Organisational Charting Global Entity Software - Overseas Rules PRINT & ECOMMUNICATION encompass Stationery Design, Brand Integration, Retail Campaign Design Dividend Print and Mail, Interim Report Design for Web/Print Proxy Print and Mail, Electronic Communications Offer Document Design and Print, Proxy Material Offshore Print Design and Print CROSS-BORDER LISTINGS Advice on Cross-Border Listing Structure Depositary Interests, UK Legal and Regulatory Requirements Global Depositary Receipt Conversion xsettle, Global Issuer Online, Global Transaction Unit Global Settlement Network PROXY SOLICITATION & SHAREHOLDER ANALYSIS Proxy Primer Shareholder Analysis - Section 793 and 808 Services Proxy Vote Projection, Vote Analysis Proxy Lite Proxy Solicitation, Information Agent Proxy Defence Information Agent GENERAL MEETING Boardworks Software for Planning Meetings Wireless Meeting and Voting Online Meeting Diary Task Scripting, and Minuting of Meetings AGM Interactive Voting, Real-time Information Monitoring EGM Interactive Voting, Real-time Information Monitoring BoardWorks for Remote of Board Preparations CORPORATE COMMUNICATIONS AND REPORTING Brand Development AIM Rule 26 Consideration, Corporate and Social Responsibility Positioning Prospectus Design and Print, Branding Integration, Roadshow Presentation Design Annual Report Design, Web Development and Design Shareholder Communications Design Microsites Stakeholder Programmes CERTAINTY INGENUITY ADVANTAGE

9 COMPUTERSHARE AT A GLANCE Computershare is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. We also specialise in corporate trust services, tax voucher solutions, bankruptcy administration and a range of other diversified financial and governance services. UK Head Office Bristol, United Kingdom Stock Ticker ASX:CPU Countries 20 Offices 90+ Employees 10,000+ Clients 30,000+ Employee Records 3,000,000 Investor Records 100,000,000+ OTHER COMPUTERSHARE INCLUDE: Business Services Computershare Business Services consists of several key areas, including The Deposit Protection Service, the only government-approved custodial scheme for protecting tenants deposits, and the Letting Protection Service, offering specialist insurance, referencing and protection products to Landlords. We also manage the Gilts Register on behalf of the UK Government; and the administration of the UK s non-competitive auctions in the EU Emissions Trading System for the Department of Energy and Climate Change. Operations Services Computershare Operations Services fully exploit our globally proven technology to provide robust, transparent services to shareholder accounts. Operations Services deliver full end-to-end processing of shareholder transactional requests and a comprehensive communication service via our in-house Communications Centre, capable of multi-channel solution provision enabling direct engagement with shareholders via the web, telephone and postal system. Voucher Services Computershare operates and administers its Childcare Voucher scheme for more than 14,000 organisations across the UK. Our clients range from SMEs to some of the FTSE 100 s largest corporations. We are also strong in the public sector, with many NHS trusts, police forces and councils all offering the Computershare voucher scheme to their employees. COMPUTERSHARE INVESTOR PLC Charles Heming Business Development Manager charles.heming@computershare.co.uk Phone +44 (0) Mobile +44 (0) Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5HS. Computershare Investor Services PLC is registered in England & Wales, Company No , Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE. CISFS0027V2F CERTAINTY INGENUITY ADVANTAGE