Introduction to London Stock Exchange Capital Markets

Transcription

1 Introduction to London Stock Exchange Capital Markets

2 Contents Background 01 Raising capital 02 Main Market 02 AIM 03 Global Depositary Receipts (GDR) 04 London Stock Exchange Providing China Access to global Markets 04 Trading equities 05 SETS 05 SETSqx 05 SEAQ 05 International Order Book 05 Top 50 most trade equity securities 06 Exchange Traded Funds 07 ETFs on London Stock Exchange 07 RMB Development in London 07 Dim Sum bonds 08 Green bonds 09 What are green bonds? 09 How to list green bonds 10 London Stock Exchange green bond milestones 10

3 Background London Stock Exchange Group is a diversified international market infrastructure and capital markets business sitting at the heart of the world s financial community. This guide provides an overview of some of the key offerings from London Stock Exchange s Capital Markets. 225 Asian equity issuers listed on London Stock Exchange markets Since 2005, growing companies from China have raised over 2.6 billion on our markets Over 1/3 of the 204 securities in the IOB DR markets are from Asia 5.3 billion daily turnover on London Stock Exchange s cash equities FTSE was the first index provider to create a comprehensive range of China indices covering the full spectrum of Chinese share-types and asset classes ETFs and funds tracking the FTSE China A50 Index and FTSE China 50 Index have respectively $12.6 billion and $9.6 billion of Assets Under Management* 31 Dim Sum bonds and 6 RQFII ETFs on London Stock Exchange markets RMB and HKD trading currency lines offered for ETFs trading service. * as of 30 April 2015 Access to London s deep pool of liquidity 01 Capital Markets introduction

4 Raising capital London Stock Exchange is home to about 2,500 companies and offers a choice of four markets: the Main Market, the Professional Securities Market (PSM), the Specialist Fund Market and AIM, reflecting our responsiveness to the differing needs of companies from around the world, and across all sectors. Benefits for issuers Fundraising opportunities on a wide choice of public markets to suit issuers of different sizes and development status Cost-efficient access to a deep liquidity pool featuring the most international and diverse investor base Increased visibility and profile alongside an international peer group A pragmatic approach of principle based regulation and the highest standards of corporate governance High-quality services by a strong community of experienced and sophisticated financial professionals. Main Market The Main Market is our flagship market for larger, more established companies. London Stock Exchange is home to some of the world s largest and most dynamic global companies. Underpinned by London s balanced and globally-respected standards of regulation and corporate governance, the Main Market represents a badge of quality for every company admitted and traded on it and an aspiration for many companies worldwide. There are different routes to market catering for a range of businesses and securities: Capital raisings by our issuers Money raised USDm 70k 60k 50k 40k 30k 20k Index points 8k 7k 6k 5k 4k 3k 2k Premium Corporations in the Premium segment are constituents of the FCA s Official List and are subject to the highest standards of regulation and governance. Standard Open to shares, depositary receipts and debt securities, the Standard segment is subject to EU minimum standards and is also part of the Official List. High Growth Segment This segment has been specifically designed for equity securities of high growth, revenue generating businesses that are over time seeking to become Premium listed companies. Joining the Main Market UK Listing Authority (UKLA), a division of the Financial Conduct Authority (FCA) to approve the prospectuses and admission of companies to the Official List London Stock Exchange to admit companies to trading on the Main Market. 10k 1k Graph key 0k 0k New issues Follow on issues FTSE 100 Index Capital Markets introduction

5 Equity primary markets AIM AIM is regarded by advisers, investors and companies as the most successful growth market in the world, having helped thousands of ambitious companies raise the capital they need to fund their growth and development. With the support of a dedicated community of advisers, AIM has grown from ten UK companies in six sectors to over 1,000 companies worth over 68 billion operating in more than 90 jurisdictions across 40 sectors. Preparing to join AIM Once you have decided that being a public company on AIM is the right option for your company s future growth, you should consider the following points: Business strategy As a prospective AIM company you should have a clear vision and well-thought-out business plan showing how you will deliver growth and shareholder value. Appropriate board structure Company directors must be appropriate and capable of acting on a board of an AIM company. They will be responsible for ensuring your company s compliance with the AIM Rules at admission and on a continuing basis. Your company s board must consist of executive directors, managers of the business and non-executive directors serving as representatives of all shareholders. Non-executive directors can be an invaluable resource providing your company with a wealth of industry and financial markets experience and contacts. Corporate structure Your business will need to have an appropriate legal structure in place, allowing external investors to buy a share of the business. The structure of a sole trader or a partnership is not suitable for a public market. Appoint a Nomad and other key advisers The Nomad will be the main adviser to your company during the admission process and thereafter. Other advisers also perform critical roles in the admission process and in supporting your company. They include a broker, a reporting accountant, legal advisers, public relations and investor relations firms. Communicating with investors Becoming a quoted company will involve changes in the way your company is run. Outside shareholders will receive a stake in your business in return for the capital they provide and will expect the business to be run for the benefit of all shareholders. Clear communication with investors will create an awareness and understanding of your company and help your company gain access to capital, increase liquidity in the company s shares and achieve a fair valuation. At a glance Number of AIM companies 1,077 International AIM companies 211 (by country of incorporation) Aggregate market value 72.6 billion Total number of admissions since launch UK International Total capital raised since launch New Further 3,591 2, Transfers to Main Market 167 Number of admissions in 2014 YTD 118 Total capital raised in 2014 YTD New Further Number of Nomads 40 Value traded in 2014 YTD Number of bargains in 2014 YTD Number of Market Makers billion 40 billion 52 billion 5.7 billion 2.6 billion 3.1 billion 42.8 billion 6.7 million Source: London Stock Exchange statistics September Capital Markets introduction

6 Global Depositary Receipts (GDR) London is a leading global GDR market. Close to 200 DR programmes (204 securities) from 43 countries are listed and traded on London Stock Exchange. London Stock Exchange operates the only dedicated GDR trading platform in the world the International Order Book to admit companies to trading on the Main Market. GDR issuers have raised close to USD 50 billion in London in 119 transactions over the last decade. In the process, a diverse and well established market infrastructure that supports overseas listings developed in London. The London financial community has a long standing tradition in cross border transactions, drawing upon the wealth of knowledge and expertise of the large network of investment banking advisers, leading research analysts, legal advisers and other specialist consultants. Today more international equity is managed out of London (c USD 1.9 trillion) than anywhere else in the world. London Stock Exchange Providing China Access to global Markets Main Market Number of Chinese companies 8 49 AIM Total market capital $171 billion $4 billion Total money raised in last 10 years (USD) 48% Europe 37% North America 14% Asia 4.2 billion Investor diversification ownership of London Stock Exchange listed Chinese businesses Selected institutions with holdings in London Stock Exchange listed Chinese companies 1% Other Blackrock Investment Management Fidelity Worldwide Investment London is a leading global GDR market. Close to 200 DR programmes from 43 countries are listed and traded on London Stock Exchange. Invesco Asset Management JPMorgan Asset Management Norges Bank Investment Management Henderson Global Investors Legal & General Investment Management Lazard Asset Management Number of China-focused companies by ICB industry 25% Financials 13% Basic materials 5% Technology 15% Consumer goods 12% Consumer services 3% Health care 13% Industrials 12% Oil & gas 2% Utilities 04 Capital Markets introduction

7 Trading equities 5.3 bn Daily average value traded in equity securities $520 m average daily turnover on IOB Equity securities by trading service 922 SETS 958 SETSqx 523 SEAQ 204 IOB London Stock Exchange trading services are designed to maximise liquidity for all participants, including about 360 members. Four key trading services are available. SETS SETS is London Stock Exchange s flagship electronic order book, trading FTSE 100, FTSE 250, FTSE Small Cap index constituents, Exchange Traded Funds and Exchange Traded Products as well as liquid AIM, Irish and London Standard Listed securities. Underpinned by the provision of Market Makers electronically executable quotes throughout the trading day, providing liquidity in at least one Exchange Market Size (EMS) Ability to participate in the price formation process through placing order types such as limit and immediate or cancel directly onto the order book Opportunity to trade at the day s actual closing price through the provision of the closing auction and the follow-up Closing Price Crossing Session. SETSqx SETSqx (Stock Exchange Electronic Trading Service quotes and crosses) is a trading service specifically designed for securities less liquid than those traded on SETS. SETSqx combines a periodic electronic auction book with standalone non-electronic quote-driven market making providing guaranteed liquidity in at least one Exchange Market Size (EMS) throughout the trading day. Suitable for less liquid instruments that are more reliant on Market Makers quotes Possibility to participate in the closing formation Process by trading in the closing auction Choice of trading in either the quote-driven or order book auction service Auctions are scheduled at 9.00, 11.00, and Electronic orders can be named or anonymous on submission and, for most securities, order book executions will be centrally cleared Closing price is set by the mid of the Market Makers collective Best Bid Offer, where there are no matched closing auctions orders. SEAQ London Stock Exchange s non-electronically executable quotation service that allows Market Makers to provide firm quotes in AIM securities that are not traded on SETS or SETSqx. It is not available for new securities. Liquidity provided by Market Makers Provision of two-way prices in at least one EMS Suitable for less liquid instruments that would be more reliant on Market Maker quotes Only registered Market Makers can directly participate on-screen in the price formation process No maximum spread regime or CCP provision. International Order Book London Stock Exchange operates the International Order Book (IOB), which offers cost-efficient, secure and transparent access to invest in some of the world s fastest growing markets. Direct access to depository receipts from 43 countries including Russia, Central and Eastern Europe, Asia and the Middle East Largest market in Russian instruments outside of Moscow Growing sharing of trading on Asian securities including Samsung Electronics, Hyundai Motors, Reliance Industries and State Bank of India Deep pool of liquidity and Central Counterparty clearing service for approximately 100 members Member firms can register as Market Makers in any IOB security Provides a deep and liquid market through the similar underlying technology infrastructure found on SETS. IOB issuers by country as of incorporation as of end of April Russian Federation 9 Cyprus 29 India 6 Greece 27 Taiwan 5 Turkey 17 South Korea 4 Kazakhstan 10 Egypt 58 Other 05 Capital Markets introduction

8 Top 50 most traded equitiy securities on London Stock Exchange Q Market segment code Issuer Value traded ( billions) IOBE IOBE IOBE IOBE ROYAL DUTCH SHELL PLC BP PLC HSBC HLDGS PLC RIO TINTO PLC BHP BILLITON PLC GLAXOSMITHKLINE PLC VODAFONE GROUP PLC ASTRAZENECA PLC GLENCORE PLC BRITISH AMERICAN TOBACCO PLC BG GROUP PLC BARCLAYS PLC STANDARD CHARTERED PLC SABMILLER PLC DIAGEO PLC LLOYDS BANKING GROUP PLC UNILEVER PLC NATIONAL GRID PLC SHIRE PLC ANGLO AMERICAN PLC LUKOIL (OAO) IMPERIAL TOBACCO GROUP PLC RECKITT BENCKISER GROUP PLC BT GROUP PLC OAO GAZPROM TESCO PLC PRUDENTIAL PLC ROLLS-ROYCE HOLDINGS PLC SBERBANK OF RUSSIA WPP PLC CRH PLC REED ELSEVIER PLC SSE PLC CENTRICA PLC AVIVA PLC ARM HOLDINGS PLC COMPASS GROUP PLC INTL CONSOLIDATED AIRLINES GROUP SA SKY PLC ROYAL BANK OF SCOTLAND GROUP PLC BAE SYSTEMS PLC PEARSON PLC SMITH & NEPHEW PLC RANDGOLD RESOURCES LD MMC NORILSK NICKEL LEGAL & GENERAL GROUP PLC NEXT PLC CARNIVAL PLC ITV PLC EASYJET PLC Value traded ($ billions) Number of trades 1,296,450 1,204, ,166 1,032, , , , ,013 1,050, ,259 1,101, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , Capital Markets introduction

9 Exchange Traded Funds 775m Daily average on-exchange turnover 6 RQFII ETFs listed Did you know that? Assets in ETFs/ETPs listed in Europe reached a new record of US$511 billion at the end of April 2015 European ETF s share of the region s cash equities turnover has grown from 5% in 2009 to 9.6% as of the end of January 2015 European ETFs comprised 3.4% of the continent s mutual fund industry as of February 2015 ETFs on London Stock Exchange London Stock Exchange Group won the global ETF award as the biggest European exchange for volume and the most proactive exchange London Stock Exchange ETF trading is the largest in Europe with 34.4% market share in April 2015 Total ETF/ETP on-exchange turnover for 2014 was billion with 2.3 million trades Since the first ETF listing in 2000, London Stock Exchange has become home to over 1,100 ETFs and other ETPs with 25 issuers, the largest and most diverse product range in Europe Strong demand from both institutional and retail investors for investing in cost-efficient, diversified products has contributed to this growth There are 22 registered market makers and over 100 other member firms actively trading ETFs and providing liquidity throughout the trading day Possible to trade each ETF or ETP in up to six currency lines (GBP or GBp, EUR, USD, CHF, HKD and RMB) All ETFs and ETPs on London Stock Exchange are supported by at least one market maker committed to providing two-way prices within maximum specified spread and minimum quote size Market transparency through the reporting of all order book trades as well as off-book trades in London Stock Exchange ETFs and ETPs OTC Trade Reporting allowing the print of non-london Stock Exchange listed European ETFs. RMB Development in London London is at the forefront of RMB development and has taken key steps to support this new initiative: RQFII provides UK investors access to Chinese mainland domestic markets 5 RQFII Equity ETFs listed since 2014 giving investors direct exposure to Chinese A-Share equities for the first time The first London listed RMB denominated money market ETF was launched in March 2015, giving European investors access to China Interbank Bond Market securities London Stock Exchange offers off-shore CNY and HKD as trading currencies for ETFs listed on our market, supported by clearing and settlement These developments reflect great investor demand for access to China and contribute to London s emergence as a leading global centre for RMB trading. RMB ETFs the First Step into China International investors have the opportunity to access Chinese Equities and Fixed Income markets on London Stock Exchange London Stock Exchange has established secondary market trading arrangements for trading, clearing and settlement in Chinese Renminbi (CNY) and Hong Kong Dollar (HKD). Post trade infrastructure becomes easier as the system is already set up for RMB denominated securities listed in London. 07 Capital Markets introduction

10 Dim Sum bonds 31 Dim Sum bonds listed on London Stock Exchange s markets There are currently 31 Dim Sum bonds listed on London Stock Exchange s markets with a combined outstanding amount of CNY 23.6 billion. Benefits of listing debt in London Listing on a highly visible market allows companies to raise their profile with investors globally Great flexibility for issuers, in terms of bond structuring and currencies Choice of two routes to market, Main Market listing or Professional Securities Market (PSM) A single gateway to access European and global investors Competitive listing cost, London Stock Exchange does not charge an annual fee for debt issuers. Listing debt in London a two-stage process Listing Admission to the UK Official List (UK Listing Authority / Exchange Admissions Team) RMB Bonds growing momentum 17th June 2010 First RMB denominated bond Listed on London Stock Exchange May 2012 First RMB retail denominated bond Listed and traded on London Stock Exchange January 2014 The largest RMB bond issue outside Greater China June 2014 The first green dim sum bond October 2014 UK Government issues the first non-chinese sovereign offshore RMB bond March 2015 CCB lists first ever RMB-denominated money market ETF in international form Admission to trading Admission to London Stock Exhange s markets managed by the Exchange Admissions Team Access the most liquid debt market in Europe Dim Sum bond issues in 2015 Issuer Issue date Issue size Commonwealth 26 February 2015 CNY 260 million Bank Commonwealth Bank 9 March 2015 CNY 187 million NBAD 17 March 2015 CNY 200 million QNB Finance 26 March 2015 CNY 160 million QNB Finance 1 April 2015 CNY 190 million QNB Finance 2 April 2015 CNY 200 million First Gulf Bank 9 April 2015 CNY 400 million Commonwealth Bank 9 April 2015 CNY 150 million 08 Capital Markets introduction

11 Green bonds What are green bonds? Green bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance in part or in full new and/or existing eligible green projects. The key feature of green bonds is the use of proceeds, which are described in the bond s legal documentation, separately managed within the company, as well as monitored and reported throughout the life of the instrument. Categories of potential eligible green projects include renewable energy, energy efficiency, sustainable waste management, sustainable land use, biodiversity conservation, clean transportation, climate change and adaption. With growing investor emphasis on sustainability, green bonds are one of the fastest growing market segments internationally. A record $36 billion of green bonds were issued in 2014, almost tripling 2013 total green bond issuance, and global green bond issuance is expected to reach the $100 billion mark in LSEG is a partner exchange of the United Nations Sustainable Stock Exchanges (SSE) initiative. London Stock Exchange Group s activity in green financing is focussed on two key areas: fixed income products and information services/indices. Through a range of new initiatives, LSEG intends to broaden its offering and support London in becoming the preferred listing venue for debt and equity Low Carbon Economy (LCE) financial instruments. Through its FTSE Russell business, LSEG is looking at further opportunities to increase transparency in the green bond market, by providing issuers with a more efficient tool to report on sustainable initiatives, and offering investors a comprehensive product to assess a wide range of financial instruments against an innovative LCE framework. Global issuance (USD) $ billions projection Sources: actual data from Bloomberg; projections from Climate Bond Initiative ( 09 Capital Markets introduction

12 How to list green bonds Green bonds have the same regulatory status of equivalent non-green bonds and can normally be issued through standard base prospectuses. To admit green bonds to London Stock Exchange s dedicated green bond segments, issuers are required to provide the Exchange with the relevant second opinion document that certifies the green nature of the bonds (see below). The choice of the certification provider is up to the issuer and its advisers. London Stock Exchange has outlined guidance on a set of criteria that the certifier should meet in order for the certified instruments to be included in the relevant LSE green bond segment. Issuers admitting bonds to the green bond segments on London Stock Exchange must provide a third party certification that the instruments are considered green bonds and a written confirmation that the entity that has been appointed to conduct the green bond certification meets the following criteria: Be a legal entity with a registered office in the European Economic Area or Switzerland and that such entity have the required financial resources to conduct the verification Be independent of the entity issuing the bond, its directors, senior management and advisers. In particular, the organisation providing the second opinion must not be a subsidiary or owner, either in full or in part, of the entity issuing the bond Be remunerated in a way that prevents any conflicts of interests arising as a result of the fee structure Have the required financial resources to conduct the verification Be an entity* specialising in assessing the framework of the bonds environmental objectives, with sufficient financial and market-specific expertise to perform a comprehensive assessment of the use of proceeds. Such expertise could be demonstrated for example by: Affiliation with relevant and widely recognised industry bodies; or Significant and appropriate previous experience in providing second opinions on green bonds. London Stock Exchange green bond milestones Q First green bond listed by World Bank on London Stock Exchange s markets May 2014 London Stock Exchange Group joins UN s Sustainable Stock Exchanges (SSE) initiative Q International Finance Corporation (IFC) issues the first Renminbi-denominated green bond, raising RMB 500 million. This was the first green bond issued by a multilateral institution in the offshore Chinese markets Q Transport for London lists its debut green bond, raising 400 million, to improve sustainability of London transport network Q London Stock Exchange expands its range of dedicated green bond segments to offer increased flexibility for issuers LSEG has welcomed 15 green bonds to its markets, raising more than $2.5 billion. In 2014, nine green bonds were listed on LSE. London Stock Exchange has recently launched two new dedicated green bond segments as part of the Order book for Fixed Income Securities and an additional set of green segments offering trade reporting, end-of-day and continuous quoting options. No other global exchange has such a comprehensive specialist offering for green bonds. Issuers can benefit from the additional transparency of secondary market trading and global reach of the London markets. * e.g. a research organisation or a certification company, or an entity of which one of its departments offer services in the relevant certification industry 10 Capital Markets introduction

13 Notes 11 Capital Markets introduction

14 Notes 12 Capital Markets introduction

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16 London Stock Exchange 10 Paternoster Square London EC4M 7LS Telephone +44 (0) Primary Markets Team Telephone +44 (0) Equity & Derivatives Trading Telephone +44 (0) ETF Team Telephone +44 (0) Fixed Income Team Telephone +44 (0) London Stock Exchange plc is authorised by the Hong Kong Securities and Futures Commission under Part III of the Hong Kong Securities and Futures Ordinance to offer to provide automated trading services in Hong Kong. The contents of this brochure have not been reviewed by any regulatory authority in Hong Kong. This brochure is for information purposes only. London Stock Exchange plc has made reasonable efforts to ensure that the information contained in this brochure is correct at the time of printing, but shall not be liable for any decisions made in reliance on it. June 2015 London Stock Exchange plc. Registered in England & Wales No