A guide to listing on the London Stock Exchange

Transcription

1 A guide to isting on the London Stock Exchange Pubished by White Page Ltd in association with the London Stock Exchange, with contributions from:

2 Pubishing editor: Nige Page Pubisher: Tim Dempsey Design: London Stock Exchange pc Printing and binding: Argent Litho Ltd A guide to isting on the London Stock Exchange is pubished by: White Page Ltd, 17 Boton Street London W1J 8BH United Kingdom Phone: Fax: Emai: mai@whitepage.co.uk Web: white page First pubished: November 2010 ISBN: A guide to isting on the London Stock Exchange 2010 London Stock Exchange pc and White Page Ltd Copyright in individua chapters rests with the authors. No photocopying: copyright icences do not appy. This guide is written as a genera guide ony. It shoud not be reied upon as a substitute for specific ega or financia advice. Professiona advice shoud aways be sought before taking any action based on the information provided. Every effort has been made to ensure that the information in this guide is correct at the time of pubication. The views expressed in the artices contained in this guide are those of the authors. London Stock Exchange, AIM and the coat of arms device are registered trademarks of London Stock Exchange pc. The pubishers and authors stress that this pubication does not purport to provide investment advice, nor do they bear the responsibiity for any errors or omissions contained herein.

3 A guide to isting on the London Stock Exchange Contents 3 Foreword London Stock Exchange 5 The Main Market the standard for exceence London Stock Exchange 13 The roe of the UKLA The United Kingdom Listing Authority 19 Preparing for an IPO UBS Investment Bank 31 The ega framework for an IPO Freshfieds Bruckhaus Deringer LLP 43 Accounting requirements and advice through the IPO process Ernst & Young LLP 57 Generating and capturing investor demand during an IPO UBS Investment Bank 69 Managing the company s profie Fishburn Hedges 81 The roe of the registrar in an IPO Capita Registrars 87 London: a unique investment opportunity FTSE Group 91 Preparing to ist depositary receipts Ceary Gottieb Steen & Hamiton LLP 105 Estabishing a depositary receipt programme J.P. Morgan 116 Usefu contacts

4 A guide to isting on the London Stock Exchange Foreword By Tracey Pierce, Director of Equity Primary Markets, London Stock Exchange With roots stretching back to the coffee houses of 17th century London, the London Stock Exchange is buit on a ong history of integrity, expertise and market knowedge. It has become one of the word s argest and most internationa stock exchanges, paying a pivota roe in the deveopment of goba capita markets. We offer the widest choice of routes to market, which are avaiabe to both UK and internationa companies, and today we have cose to 3,000 companies from over 70 countries isted and trading on our markets. In chaenging market conditions, the London markets have proved their vaue by providing companies with access to capita when other funding channes have not been avaiabe. At the Exchange, we strive to buid on this success by working with market reguators and the wider financia community to ensure that our markets are we-reguated, transparent, iquid and neutra. This success is underpinned by the dedicated community of advisers and investors that continues to support the companies on our markets. We understand that joining a pubic market is one of the most significant decisions a business wi ever take; the sheer range of topics that need to be considered buiding up to IPO can seem ike a daunting task. With this in mind, this guide has been deveoped with input from some of the key advisers experienced in bringing companies to our Main Market and our Professiona Securities Market, providing you with a practica outine of the isting process, as we as an insight into ife as a pubic company. I hope you find this pubication usefu and wish you every success, both in bringing your company to market and as a pubicy-traded company. A guide to isting on the London Stock Exchange Page 3

5 The Main Market the standard for exceence London Stock Exchange

6 QUOTED Whatever your company s size or sector, we can put you at the heart of one of the word s most sophisticated financia communities. The Main Market is home to approximatey 1,400 companies from over 60 countries, incuding some of the word s most successfu and dynamic organisations. So far this year 20.8 biion has been raised on the London Stock Exchange, of which 17.9 biion has been raised on the Main Market. Here at the London Stock Exchange we hep companies to access the deepest poo of internationa capita. Premium Listed companies on the Main Market meet the highest isting standards heping to raise their corporate profie and increase their exposure to investors. Learn more about the Main Market and why eading companies choose to ist on the London Stock Exchange Copyright November 2010 London Stock Exchange pc London Stock Exchange, the coat of arms device and AIM are registered trademarks of the London Stock Exchange pc. London Stock Exchange statistics as at end September 2010

7 The Main Market the standard for exceence Estabished in 1698, the London Stock Exchange s (the Exchange ) Main Market has ong been home to some of the UK s, and indeed the word s, argest and best-known companies. There are over 1,400 companies on the Main Market with a combined market capitaisation of 3.7 triion. Companies of a types, nationaities and sizes together represent some 40 sectors. As we as sectora and geographica diversity, the Main Market accommodates the admission to trading of companies with a Premium Listing or a Standard Listing. The FSA s isting categories are described in detai in the chapter The roe of the UK Listing Authority on page 13. A isting on the Main Market demonstrates a commitment to high standards and provides companies with the means to access capita from the widest set of investors. Over the ast 10 years, 366 biion has been raised through new and further issues by Main Market companies capita that has seen companies through the good times and the bad. Why join a pubic market? Joining a pubic market the Main Market or AIM (our market for smaer, growing companies) is a way to grow and enhance your business. When considering the avaiabe financing options, the foowing factors are frequenty cited as the key benefits of admission to a pubic market: providing access to capita for growth, enabing companies to raise finance for further deveopment, both at the time of admission and through further capita raisings creating a market for the company s shares, broadening the sharehoder base pacing an objective market vaue on the company s business encouraging empoyees commitment and incentivising their ong-term motivation and performance, by making share schemes more attractive increasing the company s abiity to make acquisitions, using quoted shares as currency Joining the Main Market Responsibiity for the approva of prospectuses and admission of companies to the Officia List ies with the UK Listing Authority (UKLA). The Exchange is responsibe for the admission to trading of companies to the Main Market. Joining the Main Market consequenty invoves two appications: one to the UKLA and one to the Exchange. UKLA admits securities to the Officia List London Stock Exchange admits securities to trading on the Main Market Officia List notice issued to the market Admission to trading notice issued to the market The Main Market the standard for exceence Page 7

8 creating a heightened pubic profie stemming from increased press coverage and anaysts reports heping to maintain iquidity in the company s shares enhancing the company s status with customers and suppiers. Companies that choose to seek admission to a pubic market in London have a range of options depending on their size, stage of deveopment and capita-raising requirements. The options open to companies shoud be discussed in detai with their team of advisers. Companies which are successfu on AIM and reach a certain size and stage of deveopment, may seek to transfer their securities from AIM to the Main Market, provided that they meet the eigibiity criteria. Whie a move to the Main Market may subject the company to increased reguatory requirements, it can bring benefits in terms of a heightened profie and attracting different investors. and why the Main Market? The success of the Main Market is buit on a wide range of factors: a respected and baanced reguatory environment choice access to capita from a broad and knowedgeabe investor base expert advisory community enhanced profie and status. The Main Market has attracted companies of a sizes and from a sectors over many years. Irrespective of their sector, origin or strategic direction, they have a sought to take advantage of the range of benefits a isting on the Main Market affords. Those benefits incude: A respected and baanced reguatory environment The UKLA s isting framework underpins London s reputation for baanced and gobay-respected standards of reguation and corporate governance. Reguatory requirements in London are principesbased and provide an appropriate baance of investor protection, practitioner certainty and fexibiity. The Exchange aims to be invoved in a reevant processes where amendments or additions to the reguatory framework are considered. This is to ensure that London s competitive advantage remains undiminished; that istings and subsequent capita raisings are costeffective and efficient for our companies; and that investors have the appropriate amount of information to make informed investment decisions. Choice Companies with either a Premium or a Standard Listing can choose to admit to trading on the Main Market. A Premium Listing means that a company must meet standards that are over and above (often described as super-equivaent ) those set forth in the EU egisation, incuding the UK s corporate governance code. Investors trust the superequivaent standards as they provide them with additiona protections. By virtue of these higher standards, companies may have access to a broader range of investors and may enjoy a ower cost of capita owing to heightened sharehoder confidence. A Premium Listing is ony avaiabe to equity shares issued by commercia trading companies. With a Standard Listing, a company has to meet the requirements aid down by EU egisation. This means that their overa compiance burden wi be ighter, both in terms of preparing for isting and on an ongoing basis. Standard Listings cover the issuance of shares and Depositary Receipts Page 8 The Main Market the standard for exceence

9 ( DRs ) as we as a range of other securities, incuding fixed-income. Large companies from emerging markets may wish to ist their DRs, thus attracting investment from the significant internationa poo of capita avaiabe in London. (A tabe showing the key differences between a Premium Listing and a Standard Listing can be found in the chapter The roe of the UK Listing Authority on page 18). In this guide, the chapters Preparing to ist depositary receipts and Estabishing a depositary receipt programme are dedicated to the isting and admission to trading of DRs on both the Main Market and the Professiona Securities Market ( PSM ). The PSM provides an aternative route to a isting on the Exchange for issuers of DRs. Access to capita We provide access to the argest poo of internationa equity assets in the word. This cuture is embedded in London s investment management community, which understands companies from home and abroad and wants to invest in the goba economy. Once they are isted and admitted to trading on the Main Market, companies shoud not underestimate the vaue of being abe to return to the market to raise funds through further issues. Even during the recent difficut market conditions, the Exchange successfuy faciitated significant eves of capita raising. Further issues by Main Market companies provided capita injections that were used to pay off debt, rebuid baance sheets and fund further growth. Expert advisory community The decision to join the Main Market is a pivota one. To achieve a successfu isting and admission to trading, companies must deiberate over many considerations. Underpinning the Main Market is a network of experienced advisers who wi guide you on the journey to an initia pubic offering ( IPO ) and provide ongoing advice once your company is isted. Seecting the right advisers for you and your company is vita. Getting it right eary on wi hep ensure that disruptions to the process are minimised and you are abe to get on with the task at hand. Factors to consider when appointing advisers incude the firm s reevant and recent experience in reation to your business and the sector you operate in, as we as the persona rapport you deveop with the individuas with whom you wi be working. The diagram on page 10 beow shows the different advisers typicay invoved in a fotation on the Main Market and briefy highights their varying roes and responsibiities. Profie Foating a company on the Main Market raises your company s profie and heps you to meet your strategic objectives. You wi have the opportunity to project your company onto a goba stage with increased media coverage, investor interest and broad anayst coverage. With a Premium Listing comes the potentia for incusion in the FTSE UK series of indices which incudes the FTSE 100, FTSE 250 and FTSE Sma Cap indices. Access to these indices is often seen as one of the key benefits of achieving a Premium Listing since so many investment mandates particuary in respect of the vast amount of capita represented by tracker funds are driven by FTSE indexation. For more information see chapter London: a unique investment opportunity on page 87. Our commitment to the primary markets There is a continuous stream of proposed reguatory The Main Market the standard for exceence Page 9

10 Advisers roes and responsibiities Sponsor Overa co-ordination and project management of IPO process Co-ordination of due diigence and prospectus Ensure compiance with appicabe rues Deveop investment case, vauation and offer structure Manage communication with LSE and UKLA Act as adviser to the company s board Ongoing support/advice after fotation Bookrunner Prepare company for roadshow Faciitate research Buid the book pre-foat Marketing and distribution Pricing and aocation Other advisers Registrars Financia printers Remuneration consutants THE COMPANY Lawyers Lega due diigence Draft and verification of prospectus Corporate restructuring Provide ega opinions Financia PR Reporting accountant Deveop communication strategy Review financias assess company s to support pre-ipo process readiness for IPO Enhance market perceptions to Tax structuring deveop iquidity and support Financia due diigence - ong form, share price short form and working capita reports Pre- and post-ipo press reeases changes affecting companies on our markets, with egisation stemming from changes here in the UK and in Brusses. With companies best interests front of mind, we continue to obby on their behaf to ensure our markets are fit for purpose. It is crucia that through our obbying we continue to promote a reguatory regime based on principes, seeking to imit disproportionate egisation appicabe to issuers that are admitted to trading on our markets, whie ensuring sufficient investor protection. Once you are isted on the market, we are committed to heping you raise your profie and keeping you abreast of market deveopments. We hep to do this through the provision of brand marks (see page 11); a dedicated page on our website specific to your company (incuding atest news and pricing information on the trading of your securities); educationa initiatives, such as seminars and practica guides; and investor-focused events such as capita markets days that bring companies and investors together. Page 10 The Main Market the standard for exceence

11 Main Market brand marks L I S T E D S T A N D A R D SHARES L I S T E D P R E M I U M L I S T E D S T A N D A R D DEPOSITARY RECEIPTS These brand marks are provided excusivey to companies isted on the Main Market. Companies may use the brand mark across corporate and investor reations materias to showcase their association with the London Stock Exchange and provide information as to their isting status. More information is avaiabe on the Exchange s website: And finay Listing and admission to trading on the Main Market is an efficient way for companies to access capita to fund their growth, whie simutaneousy benefiting from enhanced profie and iquidity within a we-governed and reguated market structure. As an ambitious company with pans to take your business to the next eve, joining the Main Market is an idea way to assist you in reaising your goba aspirations. The Main Market the standard for exceence Page 11

12 The roe of the UK Listing Authority UKLA

13 The roe of the UK Listing Authority The UK Listing Authority ( UKLA ) is the name used by the Financia Services Authority ( FSA ) when it acts as competent authority for isting, as competent authority for the purposes of the European Prospectus and Transparency Directives, and as competent authority for certain aspects of the Market Abuse Directive. These roes have a statutory basis in Part VI of the Financia Services and Markets Act 2000 ( FSMA ). Three sourcebooks in the FSA Handbook impement the reevant rues. These are: Listing Rues these rues incude the eigibiity requirements for admission to the Officia List (or isting ) and the continuing obigations that appy thereafter. They come party from the European Consoidated Admissions and Reporting Directive, but aso incude a significant body of rues that are super-equivaent or additiona to the European minimum requirements. These additiona requirements incude substantive eigibiity requirements such as the need for a three-year track record, the cass test and reated party regimes, and the requirement for a sponsor in reation to a Premium Listing. Prospectus Rues these rues stem primariy from the enactment of the European Prospectus Directive and detai the circumstances when a prospectus is required and the discosures a prospectus shoud incude. Discosure and Transparency Rues ( DTRs ) these rues govern the periodic and ad hoc discosure of information by isted companies. Periodic information incudes interim and annua accounts, and ad hoc discosures, incuding major sharehoding notifications and detais of significant deveopments that might affect the price of the securities. These rues originate from the Transparency Directive and part of the Market Abuse Directive, and aso from the 4th/7th Company Law Directives. As a consequence, when a company wishes to make an initia pubic offering ( IPO ) of its securities onto a reguated market such as the Main Market of the London Stock Exchange, the UKLA has two principa roes to perform: to review and approve the issuer s prospectus, and to admit those securities to isting once it is happy that the issuer compies with a reevant eigibiity criteria. Listing categories The term isted is used in a number of different contexts, but in the UK this technicay means admitted to the Officia List of the UKLA. The UKLA has created a number of different isting categories which determine the eigibiity criteria and continuing obigations that appy to the issuer and its securities. The UKLA introduced the isting categories to hep carify that isting refers to admission to the Officia List of the UKLA, and does not reate to the market to which a security is admitted to trading. Listing categories are aso intended to carify the reguatory standards that appy to different types of isting. A Standard Listing requires compiance ony with EU minimum standards, whist a Premium Listing aso requires compiance with the more stringent superequivaent standards. Note that ony equity shares may be admitted to a Premium Listing; issuers of other securities may ony seek a Standard Listing for their securities. A tabe showing the key differences between Premium and Standard Listings can be found on page 18. Eigibiity An issuer wi generay seect its preferred market and isting category in consutation with its advisers prior to engagement with the UKLA. For issuers requesting a Premium Listing of their equity shares, contact with the UKLA wi be undertaken by the issuer s appointed sponsor firm. The roe of a sponsor is to guide the issuer on the appication of the Listing Rues and the Prospectus Page 14 The roe of the UKLA

14 Listing segment Premium Standard Listing category Equity shares Equity shares Equity shares Shares GDRs Debt & debt-ike Securitised derivatives Misc. securities Exampes of types of companies/ securities Commercia companies Cosedended investment funds Openended investment companies Equity shares* Non-equity shares Debt securities Asset-backed securities Convertibe securities Options Subscription warrants - Preference shares (speciaist securities) Listing Rue chapter LR6 LR15 LR16 LR14 LR18 LR17 LR19 LR20 * an investment entity wi ony be abe to benefit from this Standard Listing category for a further cass of equity shares if it aready has (and ony for so ong as it maintains) a Premium Listing of a cass of its equity shares Rues. This incudes iaison with the UKLA on behaf of the issuer, and to provide certain decarations to the UKLA that provide comfort that the reevant rues have been compied with and the issuer has estabished appropriate procedures. The UKLA maintains a ist of approved sponsors and conducts supervisory activities in order to ensure that the ist of sponsors contains ony those firms that meet the eigibiity criteria for a sponsor. For issuers that are seeking a Standard Listing, the UKLA has no preference as to whom the main point of contact shoud be, athough it shoud be someone that is reasonaby knowedgeabe about the UKLA and its processes. To start the eigibiity process, the UKLA generay expects that a etter is submitted detaiing the issuer s compiance with the appicabe eigibiity requirements. The UKLA suggests that such etters are sent in as eary as possibe in the IPO process and that they are as detaied as possibe, incuding reevant background information on the nature of the issuer s business. This is because unnecessary deay can be caused to the timetabe where significant eigibiity concerns arise ate in the IPO process. Issuers seeking a Premium Listing of equity shares wi be required to compy with the more substantive eigibiity requirements that are imposed by the super-equivaent parts of the Listing Rues, in addition to those requirements in the Listing Rues based entirey on EU aw. For commercia companies, these additiona requirements incude the requirement for a cean three-year track record of operations, and the requirement for a cean working capita statement for at east the next 12 months. For investment The roe of the UKLA Page 15

15 entities, these requirements incude an additiona degree of reguation in reation to the corporate governance of the issuer. Overseas issuers wishing to compy ony with the minimum standards appied by the EU Directives can appy for a Standard Listing of either equity shares or GDRs. The UKLA has recenty aso extended the Standard Listing category to UK issuers of equity shares which coud previousy ony have had a Premium (formery Primary ) Listing. Prospectus review and approva An admission of securities onto the Officia List and the Main Market of the London Stock Exchange requires the production of an approved prospectus. As the UKLA is the UK s competent authority for the purposes of the Prospectus Directive, it typicay approves prospectuses produced during an IPO. Athough fina confirmation of an issuer s eigibiity can ony be given once its prospectus has been approved, the UKLA wi generay try to resove any major eigibiity issues prior to starting its review of an issuer s prospectus. This review invoves an iterative process of reviewing and commenting on drafts of the prospectus unti the UKLA is satisfied that a appicabe rues have been compied with. The number of drafts necessary to reach this point wi depend on the compexity of the issues and the quaity of the submissions. By way of exampe, many arge IPOs can invove the review of five or more substantive drafts for one reason or another. The UKLA seeks to compy with its pubished service standards for the document review and approva process, and aims to provide comments on an initia draft of a new appicant prospectus within 10 working days, and comments on each subsequent draft within five working days. On average, the review and approva of a prospectus takes around 6-8 weeks for an IPO. The prospectus can be pubished once it has been formay approved by the UKLA. The actua timing of that approva wi depend on the issuer s choice of issuance method for exampe, if the issuance invoves a retai offering then approva and pubication must occur sufficienty in advance of the beginning of the offer. A prospectus reating ony to an introduction where no offer to the pubic is made may be approved as itte as 48 hours prior to admission to isting. Listing Particuars Athough no prospectus is required for the admission of securities to unreguated markets such as the Professiona Securities Market (the PSM ), the UKLA does require Listing Particuars for the admission of those securities to isting on the Officia List. In these cases, the process for reviewing the document, and the content requirements, are very simiar to the requirements for a prospectus. The principa difference is that the financia information in a prospectus must be prepared in accordance with IFRS or an equivaent GAAP. In the case of Listing Particuars where securities are to be admitted to the PSM, the financia information can be prepared in accordance with oca standards. Passporting An overseas issuer may aso seek to passport onto a UK-reguated market, using a prospectus that has been approved by another competent authority. Athough in these circumstances the UKLA wi rey upon the passport to satisfy the requirement for an approved prospectus, it wi sti separatey assess the issuer against the reevant eigibiity requirements. As part of this process, the UKLA reviews the issuer s proposed prospectus to hep in its assessment of eigibiity, so again the UKLA recommends that an issuer makes contact sufficienty eary in the process, and certainy before the prospectus has been approved by the home competent authority. Page 16 The roe of the UKLA

16 Post-IPO interaction with the UKLA DTRs a isted issuer must compy with the DTRs on an ongoing basis, as faiure to compy with these rues may resut in the suspension of the isting of its securities. The UKLA has a team dedicated to monitoring issuers compiance with the DTRs, and to providing guidance on these rues on a reatime basis. Prospectus requirements if the issuer seeks admission of further securities of the same cass it wi be required to produce a prospectus, uness an exemption appies. Exemptions incude, among other things, the issue of shares under empoyee share schemes and bonus issues. The UKLA woud typicay be required to approve any future prospectus. Significant transactions if the issuer has a Premium Listing of its equity shares, it wi be required to consider whether any significant transaction that it undertakes wi need announcement or, if it is of sufficient size, sharehoder approva. Lower size threshods are appied if the transaction is being undertaken with a reated party such as a director or substantia sharehoder. The Listing Rues incude rues governing the discosure requirements in circuars where sharehoder approva is sought, and aso carify which circuars require UKLA approva. Timetabes the UKLA staff (or readers ) aocated to a particuar case wi typicay be working on a arge number of transactions at any one time. Whist the UKLA makes every effort to accommodate tight timetabes it cannot dea with every issue immediatey or meet unreaistic timetabes. Compex issues wi need time for proper consideration prior to resoution and therefore the UKLA aways advises that such issues shoud be brought to its attention as eary as possibe. Hepdesks the UKLA offers severa different hepdesks to provide guidance on the Listing Rues, Prospectus Rues, and the DTRs. This enabes compex issues to be discussed and agreed prior to the submission of documents, or in reation to significant transactions (Te: +44 (0) ). The roe of the UKLA Page 17

17 A summary of the key differences between Premium and Standard istings Key eigibiity criteria Premium Equity Shares Standard Shares Standard Depositary Receipts Free foat 25% 25% 25% Audited historica financia information Three years Three years or such shorter period Three years or such shorter period 75 per cent of appicant s business supported by revenueearning record for the three-year period Contro over majority of the assets for the three-year period Requirement for cean working capita statement Required n/a n/a Required n/a n/a Required n/a n/a Sponsor Required n/a n/a Key continuing obigations Free foat 25% 25% 25% Annua financia report Required Required Required Haf-yeary financia report Required Required n/a Interim management statements Required Required n/a EU-IFRS or equivaent Required Required Required UK Corporate Governance Code Compy or expain n/a n/a Mode Code Appies n/a n/a Pre-emption rights Required Significant transaction ( Cass tests ) As required by reevant company aw n/a Rues appy n/a n/a Reated-party transactions Rues appy n/a n/a Canceation 75 per cent sharehoder approva required No sharehoder approva required No sharehoder approva required This ist is not exhaustive and shoud be read in conjunction with the FSA Handbook (Listing Rues, Prospectus Rues and Discosure & Transparency Rues). Page 18 The roe of the UKLA