Listing Debt in London 1
London, the world s financial centre The London Stock Exchange Group operates at the heart of the world s financial centre Internationally focused open market culture Leading global investment banking centre World s largest pool of international equity assets USD 1.51trn of international equity AUM Largest centre for international banking, with 19% of cross-border lending Leading foreign exchange trading centre with 37% of global turnover The key western centre for Islamic finance Global centre for derivatives trading, with 46% of OTC interest rate turnover 18% of global hedge fund assets managed in London, 75% of the European HF market Sources: International equity AUM sourced from Ipreo research, Q2 2012. Other data sourced from CityUK Financial Markets in the UK, April 2012. 2
The global hub for major investors Assets managed in the UK and globally from London ten largest investment firms BlackRock Investment Management State Street Global Advisors JP Morgan Asset Management sitting in a time zone which can trade with the world Legal & General Investment Management M&G Investments Aviva Investors Scottish Widows Investment Partnership Schroders Investment Management London trading hours Standard Life Investments Insight Investment Management 0-11 -10-9 -8-7 -6-5 -4-3 -2-1 0 +1 +2 +3 +4 +5 +6 +7 +8 +9 +10 +11 0 750 GBP (m) 1500 2250 Source: Investment Management Association: Asset Management in the UK 2009-2010 3
The world s premier listing choice London Stock Exchange provides global profile through wide dissemination of market information. Companies listed on our market enjoy high level of analyst research. PROFILE LIQUDITY INVESTORS Our platforms are designed to maximise liquidity for our issuers. We provide liquidity solutions for issuers from a wide range of sectors and sizes. The London investor and advisory community has a long standing tradition of investing in and advising international companies. Capital markets in London are deep and enable access to a diverse range of investors. Through Borsa Italiana we enable access to the active Italian retail investment market. Global Financial Centres index London s ranking 1st Editions 4-11 Sep 2008 Mar 2012 London is consistently ranked as the best financial centre to do business by The Global Financial Centres Index research conducted by Z/Yen. 4
London Debt Markets London is leading centre for international eurobonds London-based firms account for 60% of the primary market and 70% of the secondary market London Stock Exchange is one of the world s major centres for issuing and listing of all types of debt securities Currently over 10,000 debt securities listed on London Stock Exchange In 2011, over 360 billion raised on our debt markets through 1,286 international and 1,895 domestic issues 5
London Debt Markets Source: CityUK, Bond Markets 2012 6
London Debt Markets Source: CityUK, Bond Markets 2012 7
Benefits of Listing Debt in London Prestige of globally respected exchange - listing on highly visible market allows a company to raise its profile with investors worldwide Competitive listing costs London is the only major listing venue which does not charge an annual fee to issuers Wide range of security types all types of bonds and eurobonds, in addition to warrants and structured products Choice of two routes to market Main Market or Professional Securities Market 8
Benefits of Listing Debt in London UKLA has solid reputation as fair, effective and efficient regulator - by complying with its disclosure and regulation standards, an issuer can enhance its standing within the global investment community Personalised service from a UKLA Debt Specialist throughout the listing process Issuers and advisors can contact UKLA directly to discuss proposed transaction timetables or technical matters without the need for an intermediary no requirement for a listing agent or sponsor to manage relationship between UKLA and issuer 9
Listing and Admission Two stage process Listing admission to the UK Official List, process managed through UK Listing Authority UKLA Global Debt Group: +44 (0)20 7066 8333 opt. 6 listingapplications@fsa.gov.uk Admission to Trading admission to the London Stock Exchange s markets, process managed with the Admissions team at the Exchange LSE Admissions: +44 (0)20 7797 4310 admissions@londonstockexchange.com 10
UK Listing Authority Highly efficient regulator with solid expertise and specialist knowledge Offers personalised service from a UKLA Debt Specialist throughout the listing process Issuers and advisors can contact UKLA directly to discuss proposed transaction timetables or technical matters without the need for an intermediary no requirement for a listing agent or sponsor to manage relationship between UKLA and issuer 11
Typical Transaction Timeline 12
London Stock Exchange Markets Choice of two markets for debt securities Main Market Professional Securities Market Eligibility requirements for both markets minimum value of issue of 200,000 free transferability of debt securities all securities of same class to be listed
London Stock Exchange Markets EU-Regulated Market under MiFID Full Prospectus required Securities subject to Chapters 2 and 17 of the UK Listing Rules Admission of both wholesale and retail bonds Exchange-Regulated No requirement for full Prospectus, only Listing Particulars necessary Subject to Chapter 4 of the Listing Rules Admission of wholesale securities only
Main Market Issuers are subject to EU Prospectus and Transparency Directive requirements London-listed securities can be passported to other EEA markets to access international investors Prospectus Directive distinguishes between wholesale and retail securities Wholesale Denominations equal to or above 50K Annex IX of the PD regulation applies Retail Denominations below 50K Annex IV of the PD applies More detailed disclosure in the prospectus 15
Professional Securities Market Introduced in July 2005 Outside scope of EU Prospectus and Transparency Directives Designed to meeting financing needs of issuers who do not require EU passport Offers alternative for issuers not wishing to prepare financial information to IFRS, can report under national GAAP Distinction between wholesale and retail does not apply, allows securities to be issued in denominations lower than 50K but under the wholesale regime 16
Financial Reporting Framework
Exchange Admission documents required Electronic copy of Prospectus/Offering Circular/Pricing Supplement/Final Terms documentation Copy of relevant Board Minutes Copy of Regulated Information Service, e.g. RNS, announcement relating to the admission Written confirmation of the number of securities to be issued Completed Exchange Form 1 18
Exchange Issuer Fees
Further Information Fixed Income London Stock Exchange 10 Paternoster Square London EC4M 7LS Tel: +44 (0)20 7797 3921 Email: bonds@londonstockexchange.com 20