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A Guide to Capital Markets
            YOUR ROUTE TO THE HEART OF GLOBAL FINANCE
Contents
London – the place to raise capital              3
The world’s capital market                       5
Benefits of joining our markets                  7
Cost effective, efficient and dynamic markets   10
Which market is right for you?                  12
Range of securities                             14
How to join                                     16
Our expert support                              18
Summary                                         19
Next steps                                      20
Introduction
Welcome to the London Stock Exchange, home to many of the
world’s most successful companies. The Exchange’s thriving
markets have helped to make London the focus of the
international financial community and the ideal place for
companies to raise capital and enhance their corporate profile.
Our central location spanning global time zones, combined with
world-class standards of corporate governance and deep pools of
capital, are just some of the strengths that attract the world’s
foremost investors and companies to our markets.




                                                                   1
2
London – the place to raise capital
    London is recognised globally as a leading financial centre. At its heart
    are the world-renowned capital markets, designed and operated by the
    London Stock Exchange.
    London has all the characteristics to make it an ideal                        London – a pre-eminent financial centre
    global financial hub:
                                                                                  • Time zone spanning the global business day
    Capital                                                                       • European headquarters of 65% of Fortune
    By attracting an ever-growing list of companies and                             500 companies1
    investors, London is the location for one of the world’s                      • Europe’s largest insurance market2
    deepest pools of capital.                                                     • Almost 300 international banks have a presence
                                                                                    in London3
    Location                                                                      • A wealth of specialist advisers
    London’s location at the centre of the world’s time
    zones allows market participants to span the global
    business day.                                                                 London Stock Exchange
                                                                                  – at the heart of the world’s capital markets
    Choice
    The Exchange offers excellent choice both in terms                            • A globally respected stock exchange with a history
    of the range of markets available and the ways                                    tracing back over 300 years
    to access those markets.                                                      • Globally respected standards of regulation and
                                                                                      corporate governance4
    Expertise                                                                     •   A unique choice of markets to suit every stage
    The Exchange acts as a focus for a well-established                               of a company’s lifecycle
    network of specialist advisers with a deep understanding                      •   Flexible markets that can accept a variety of securities
    of international business and capital-raising.                                •   Superior systems supporting multi-asset, multi-
                                                                                      currency and multi-jurisdictional trading and reporting
    Peace of mind                                                                 •   The world’s largest electronic order book for
    Those investing in or quoted on the Exchange’s markets                            depositary receipts, the International Order Book
    benefit from next generation trading systems and the                              (IOB), capturing US$31 billion of trading liquidity
    highest standards of corporate governance. As well as                             every month5
    giving participants greater confidence, these improve
    market efficiency and drive down costs.
                                                                                  Combined to create deep pools of capital

                                                                                  • Institutional funds managed in the UK have almost
                                                                                    doubled in ten years6
                                                                                  • Three-quarters of Europe’s hedge funds are
                                                                                    managed in London7
                                                                                  • 25% of funds managed in the UK are from overseas8




1                                                                           6
    UK Trade & Invest.                                                          International Financial Services London; Fund Management,
2
    International Financial Services London.                                    City Business Series August 2005.
3                                                                           7
    UK Trade & Investment and Think London.                                     International Financial Services London; International Financial Markets
4
    Governance Metrics International: New Global Governance ratings 2006.       in the UK, April 2006.
5                                                                           8
    London Stock Exchange data – May 2007.                                      City of London Global Financial Centres Index March 2007.
                                                                                                                                                           3
The leading global financial centre
London’s leading position as a financial centre is                                             This survey ranks cities on criteria including regulation,
becoming even more widely recognised – the 2007                                                market access, infrastructure, business environment and
Global Financial Centres Index ranks London ahead of                                           the talent pool available.
New York and the rest of the world.




     The Global Financial Centres Index

             800            765         760

                                                    684
             700                                               660          656          647          639            636          632          628

             600

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Source: City of London Global Financial Centres Index March 2007
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4
The world’s capital market
     The Exchange plays a key role in London’s success as                                                       During the same period, the Exchange was the top
     an international financial centre. Our markets meet the                                                    location for IPOs, with 17% of the global total, ahead
     diverse needs of companies and investors more fully than                                                   of New York. We continue to attract new listings from
     those of any other exchange. As a result, the Exchange                                                     established markets such as the US and increasing
     is now the most successful international stock market,                                                     numbers from the emerging markets of South Korea,
     outpacing the global competition in attracting companies                                                   China and Russia.
     from all over the world.
                                                                                                                This impressive performance is part of a sustained
     In 2006, a total of £52 billion was raised on our primary                                                  pattern of growth. London has consistently attracted
     markets, with £29.4 billion of that raised by the 367                                                      increasing numbers of IPOs and the amount of capital
     companies who chose an IPO9 on the Exchange.                                                               raised by companies on our markets continues to grow
     This is more than any other equity exchange in the                                                         year on year.
     world, and more than NYSE and NASDAQ combined10.


            Total number of IPOs on the London Stock Exchange, NASDAQ and NYSE 2000 to 2006

                                  500                                                                                                                 London Stock
                                                                                                                                                      Exchange
                                                                                                                                                      NASDAQ

                                  400                                                                                                                 NYSE



                                  300
           Total number of IPOs




                                  200


                                  100


                                   0
                                        2000      2001                 2002                 2003                 2004             2005   2006


     Source: The Exchange’s figures and individual exchange websites




9
     IPO – Initial Public Offering – generic term for flotation. It is the company’s first offer of shares in the stock market.
10
     London Stock Exchange and individual exchange data, December 2006.
                                                                                                                                                                         5
Today there are over 3,200 companies worth some
     £4.7 trillion traded on the London Stock Exchange’s
     markets, including around 650 international
     companies from nearly 70 countries11.




                             Capital raised via new issues 2000 – 2006                         Main Market New Issues

                                                                                               Main Market Int’l New Issues

                                                                                               AIM New Issues

                             12000


                             10000
         Capital raised £m




                              8000


                              6000


                              4000


                              2000


                                 0
                                 2000             2001                   2002   2003   2004   2005                      2006


     Source: London Stock Exchange data


     London’s position as a leading global financial centre,
     together with the Exchange’s markets at its heart,
     represents a powerful combination. As the graph shows,
     year on year the amount of capital raised by companies
     choosing to join AIM or the Main Market continues
     to grow.




11
     London Stock Exchange data – May 2007 – US$9.3 trillion, b7 trillion.


     6
London                     ETC Market/                                        2 of creation
                                         Stock Exchange             Authorised Participant


                                                                                                    3
                                                                                                                    Issuer
                                                                                            Transfer
                                                                                            Securities




                                                 Capital      Profile                            Capital                          Profile




     Benefits of joining Liquidity markets
                         our                                                                                     Liquidity



     By accessing one of the Exchange’s markets, companies                       The unique benefits of public capital markets
     gain a unique combination of benefits that no other means
     of fund raising can provide. Joining a public capital market
     is the only way to raise substantial initial and ongoing
     capital, whilst also benefiting from increased profile and
     liquidity. These are all essential elements supporting your                                     Capital                    Profile
     company’s strategic aspirations.


       The Exchange’s suite of markets provides tailored
       solutions for companies wishing to access the
       benefits of public capital markets.                                                                       Liquidity


       • Main Market
       • AIM
                                                                                 Capital
       • Professional Securities Market (PSM)
                                                                                 • Expansion within existing markets or into new markets
                                                                                 • Research and development
                                                                                 • Mergers and acquisitions
     Deep pools of capital and a diverse range of investors
                                                                                 Profile
     As companies grow and mature, sources of capital such as                    • Improving your commercial position with existing and potential
     bank loans or venture capital may prove insufficient to                       customers and suppliers
     support their evolving corporate strategy. Raising public                   • Accessing the prestige and status that result from being on
     capital in London can increase the ability of businesses to                   a leading global exchange
     fund expansion in existing or new markets and to invest in                  Liquidity
     growth opportunities ranging from acquisitions to research                  • Valuation, benchmarking, ranking and indices
     and development.                                                            • Enhancing shareholder and brand value


     Having access to one of the world’s deepest pools
     of capital and a varied investor base is vital. It means
     companies benefit from an established and reliable                          In terms of domestic assets, companies on the
     potential source of funding – a pool of capital large enough                Exchange’s Main Market are exposed to:
     to meet the financing needs of thousands of companies of
     all sizes, including some of the largest in the world.                      • some £1,200 billion of insurance funds12
                                                                                 • over £725 billion of assets in over 2,500
     Creating prestige and profile on a world stage                                pension funds13
     The profile and prestige gained from being admitted to                      • over £370 billion of assets in over 2,000
     trading on one of our markets will boost awareness of your                    mutual funds14
     business and strengthen its position with all stakeholders –                • some £60 billion of assets in over 200
     including shareholders, customers, suppliers, employees                       Investment Trusts15
     and business partners. This higher profile provides a solid                 • £87 billion in retail ISA and PEP plans16.
     platform for further expansion and growth.
12
     ABI: 2005 UK Insurance – key facts.
13                                                                        15
     API/NAPF Pension Funds and their advisers 2006.                           ITS Investment Company Industry key facts 31 August 2006.
14                                                                        16
     IMA Investment Fund Statistics; August 2006.                              IMA Investment Fund Statistics; August 2006.
                                                                                                                                                    7
Liquidity – providing strategic flexibility                            FTSETM indices – attracting a substantial
A liquid market in your shares provides a basis for valuing            investment base
your business and benchmarking its performance against
the competition. A liquid after-market also brings new                FTSE is a leading global developer, provider and
opportunities for remunerating and incentivising staff                manager of capital markets indices and data services.
by allowing them to participate in the success of the                 Inclusion in indices provided by FTSE gives a company’s
company. Liquidity also enables you to use your stock                 management and investors the ability to benchmark the
as a powerful currency when planning your company’s                   performance of that company against its peer group.
future strategic growth.
                                                                      Companies quoted on our markets may be eligible to
                                                                      join the FTSE UK Index Series, which includes well-
    Driving liquidity – the active investors in London’s              known indices such as the FTSE 100, FTSE 250, FTSE
    markets                                                           All Share, and the FTSE AIM Index Series. Companies
                                                                      gain exposure to a huge capital pool representing
    • 42% of global foreign equity trading took place in              thousands of pension, insurance and investment funds
      London in 200617                                                which will benchmark at least one of the indices in the
    • US$31 billion monthly trading on the IOB, the world’s           FTSE UK Index Series.
      largest electronic order book for DRs18
                                                                      Funds explicitly benchmarking or tracking the
                                                                      FTSE 100, 250, 350, Small Cap and All Share indices
Joining our markets exposes companies to liquidity                    (£bn July 2006)19
provided by institutional and retail investors. Investors
participate both actively (seeking specific opportunities                  £2.1bn
                                                                                         £2.7bn        £9.3bn
across the markets) and passively (by tracking or                      £0.7bn                                                      Unit Trust
benchmarking indices). Inclusion of a company in an index                                                                          & OEICs

is an important driver for liquidity, ensuring access to the                                                                       Pension Fund
UK’s huge institutional shareholder base. This is because
most of the relevant indices are ‘investable’ having                                                                               Exchange
                                                                                                                                   Traded Fund
characteristics that allow investment funds to be built
around them, and the great majority of institutional assets                                                                        Investment
will benchmark an index.                                                                                                           Trust

                                                                                                                                   Life Fund



                                                                                                                 £32.4bn




                                                               17
                                                                    International Financial Services London, Securities Dealing May 2007.
                                                               18
                                                                    London Stock Exchange Trading Statistics May 2007.
                                                               19
                                                                    London Stock Exchange research sourced from www.trustnet.com and individual fund
                                                                    manager websites, July 2006.
8
Institutional investors in the FTSE UK Index Series
account for over £47 billion of investment20.




The Exchange distributes some of the most widely followed          Our trading platforms
and analysed company information in the world, which is
scrutinised by thousands of capital market professionals,          The Exchange provides a highly active and efficient
private investors, investment fund managers, economists,           secondary market for trading in a wide range of
governments and the media. There are currently 117,000             securities, including UK and international equities,
terminals viewing the market data of the companies listed          covered warrants, exchange traded funds, fixed
on our markets.                                                    interest and depositary receipts.

Additional profile for innovative companies                        The speed and efficiency of our trading systems also
techMARK and techMARK mediscience are specialist                   aids liquidity as it enables and encourages greater
segments of the Main Market providing a focus on                   levels of trading activity in securities. In turn, this
innovative technology and healthcare companies                     attracts and retains further investment capital. We
respectively. The Main Market is the only market                   invest heavily in our technology to ensure that our
of its type to provide such segments, which includes               trading platforms remain robust and efficient.
a dedicated set of indices – the FTSE techMARK
Index Series.                                                      The Exchange’s domestic trading services are:
                                                                   • SETS – our electronic order book for the most
                                                                      liquid securities
                                                                   • SETSmm – a hybrid trading service for mid-cap
                                                                     securities, consisting of an order book with
                                                                     integrated market maker liquidity
                                                                   • SETSqx – for trading less liquid securities.

                                                                   The Exchange’s international trading services are:
                                                                   • International Order Book (IOB) – our electronic
                                                                     order book for trading depositary receipts
                                                                   • International Bulletin Board – for trading
                                                                     international equity securities
                                                                   • International Retail Service – enabling UK-based
                                                                     private investors to trade international stocks
                                                                     quoted in sterling.




                                                            20
                                                                 London Stock Exchange research sourced from www.trustnet.com and individual fund
                                                                 manager websites, July 2006.
                                                                                                                                                    9
High standards of corporate governance at a lower
                                   cost of capital than any other major financial centre.




Cost effective, efficient and dynamic markets
The effectiveness of our markets can be measured by the              Intelligent corporate governance, robust market systems,
cost of capital – the more efficient the model, the lower the        development of the market’s capacity and range, and tax
cost of capital and the lower the costs for trading those            benefits for participants, are all key elements of market
securities on a public market.                                       efficiency.

                                                                     Intelligent corporate governance
     The overall cost of capital on London’s public                  builds shareholder value
     markets is considerably lower than in the US21.                 Efficient capital markets are not possible without
     Main Market companies benefit from:                             appropriate governance standards. However, inappropriate
                                                                     regulation stifles enterprise and increases the cost of
     • more efficient price discounting at IPO                       capital. The UK is consistently the clear leader in global
     • 50% less underwriting fees                                    corporate governance and our regulatory standards are
     • generally lower professional fees.                            ones to which many foreign companies aspire. A proven
                                                                     risk-based approach to regulation combined with the City’s
                                                                     world renowned reputation for integrity and the Exchange’s
                                                                     regulation of markets are central to our success. London’s
                                                                     leading regulatory framework underpins the 2007 Global
                                                                     Financial Centres Index as the top financial centre in the
                                                                     world.

                                                                     We lobby to maintain the right balance within the UK’s
                                                                     principles-based regulatory regime.

                                                                     Intelligent levels of corporate governance play a pivotal role
                                                                     in attracting institutional investors who rely on this to
                                                                     enhance long term investment returns and mitigate risks.
                                                                     The UK is a world leader in its approach to corporate
                                                                     governance and companies adhering to the highest
                                                                     standards benefit from increased institutional investor
                                                                     focus and see share price premiums.




                                                                21
                                                                     The Cost of Capital – An International Comparison; Oxera, June 2006.
10
Lowering market costs by raising market efficiencies             A good example is our latest market innovation, the
There is little incentive for companies and investors to         Professional Securities Market (PSM). This is a market for
commit to a market if they are not confident of its              issuers of specialist securities aimed at the professional
technology and systems. This is why the Exchange                 investor community. The introduction of the EU Prospectus
commits significant resource to maintaining and improving        Directive provided the catalyst for PSM and we worked
the efficiency, capacity and speed of its trading and            closely with market participants and the FSA in developing
information platforms.                                           this market. PSM has been successful both for the
                                                                 Exchange and our customers with 488 securities listed so
In June 2007, we launched TradElect™, the Exchange’s             far, raising over £36 billion of capital.
next generation trading system, designed to deliver
unprecedented levels of performance, reliability and             From 2007 the Main Market has also been able to accept
capacity. In addition, our information dissemination system      UK-REITs – a new tradable instrument for securitised
Infolect® remains by far the fastest, carrying over 17 million   property portfolios.
messages per day and has cut the speed of information
broadcast to two milliseconds22.                                 Tax efficiency that encourages investor participation
                                                                 Tax efficiency allows investors to retain more of their
Fuelling the market through dynamic product                      profits. It is a further element in encouraging investors to
development                                                      actively participate in our public capital markets. AIM, our
Capital markets are in a constant process of development         market for smaller growing companies, attracts a variety of
and innovation. By keeping pace with the needs of market         tax benefits for retail investors, including enhanced capital
users through listening to our customers, we can respond         gains tax relief and business property relief for inheritance
quickly with new and improved products and services. Our         tax purposes. AIM allows a variety of efficient tax
commitment to expanding not only the range and capacity          structures to be created around portfolios such as Venture
of our markets but also the types of asset and security that     Capital Trusts and Enterprise Investment Schemes.
can access them helps fuel future market growth.
                                                                 Main Market equities can be held in Individual Savings
                                                                 Accounts (ISAs) and Personal Equity Plans (PEPs). PSM
                                                                 debt securities are classified as ‘quoted Eurobonds’
                                                                 allowing dividends to be paid gross.




22
     London Stock Exchange Annual Report 2007.
                                                                                                                             11
Which market is
right for you?
To suit the needs of different companies, the Exchange       • A primary listing of equity on the Main Market
offers three separate but complementary markets: the           offers the highest level of protection to investors
Main Market, AIM, and Professional Securities Market           and gives companies access to the deepest
(PSM). No other Exchange provides this choice of               capital pool.
markets in combination with the breadth and depth of
investors that London has to offer.                          • AIM offers a straightforward solution for smaller,
                                                               growing companies wishing to raise equity capital
Our markets offer flexibility in meeting the needs of both     at an earlier stage of development.
investors and businesses, which allows companies to
achieve the right balance between:                           • Companies seeking to raise debt capital purely
                                                               from professional investors can utilise the benefits
•    their strategic needs for raising capital                 of the PSM specifically designed for that purpose.
•    accessing liquidity and generating profile
•    the investor audience they wish to attract, and         • Listing depositary receipts (DRs) on the Main
•    their favoured corporate governance standards.            Market or PSM allows non-UK companies the
                                                               opportunity to access a pool of capital and liquidity
                                                               that might not be available locally.




12
Supports established companies              Supports smaller growing                 Supports companies issuing
       seeking further growth and                  companies seeking access                 specialist securities aimed at
       expansion opportunities.                    to a public market.                      professional investors.

     The London Stock Exchange market offering




     Main Market                                                     It is the perfect environment for innovative companies to
     The Main Market is our flagship offering and our principal      access capital and raise their profile within a regulatory
     market for larger, more established companies. The Main         framework specifically designed for smaller companies. For
     Market provides a world-class listing and trading               many companies, AIM represents their first experience on
     environment for equity, debt and specialist securities.         a public market and some may choose to migrate to the
                                                                     Main Market as their businesses continue to develop.
     Home to many of the world’s largest and most successful
     companies, the Main Market gives companies the benefits
     of access to Europe’s deepest pool of capital, greater          PSM
     profile and liquidity. Listed companies also benefit from       The Professional Securities Market (PSM) enables
     the credibility that comes from compliance with the world’s     companies to raise capital through the issue of specialist
     most respected corporate governance regime. Today,              securities – such as debt and depositary receipts – from
     there are around 1,600 companies on the Main Market,            professional or institutional investors. PSM is a listed yet
     with a total market capitalisation of almost £4.7 trillion23.   exchange-regulated market, which means issuers gain the
                                                                     benefit of a flexible and pragmatic approach to regulatory
     Companies seeking admission to the Main Market can list         requirements, whilst institutional investors gain the
     and admit to trading a variety of security types – ordinary     assurance of investing in listed securities.
     shares, depositary receipts, as well as debt and investment
     entities such as investment trusts.                             This highly specialised market is particularly suited to the
                                                                     specific needs of companies from outside the EU and from
     AIM                                                             emerging markets. Issuers using the PSM are attracted by
     AIM is our market specifically designed for smaller,            its proportionate regulation and the ability to use domestic
     growing companies. Since its launch in 1995, over 2,700         accounting standards.
     companies from 31 countries and 38 industry sectors have
     chosen AIM as the right market to help them achieve their
     goals. Interest in AIM has surged in recent years and a total     ‘Listing’ is a term that applies to the Main Market and
     of 462 companies joined in 2006, 395 of which were IPOs,          PSM. Under the two stage process, a company applies
     raising over £15 billion in new and further issues.               to the UK Listing Authority (UKLA) for admission to the
                                                                       Official List (a ‘listing’). Simultaneously it applies to the
     AIM combines the benefits of a public flotation with              London Stock Exchange for admission of its securities
     simplified admission requirements. It provides companies          to trading on the Main Market or PSM. See Page 17
     that have a shorter track record with a platform for raising      for further information.
     equity capital.




23
     London Stock Exchange data – May 2007.
                                                                                                                                       13
Range of securities
Shares                                                            Debt
Equity in the form of shares represents the risk-sharing part     UK-domiciled or international issuers choosing to list debt
of a company’s capital. Ordinary shares pay shareholders          on the Main Market or PSM have the option to list any of
dividends that will vary reflecting the company’s profitability   the major debt instruments, including eurobonds,
and demand for capital. These shares usually carry voting         convertible and exchangeable bonds and medium term
rights at company general meetings. Preference shares,            note programmes. Bonds provide investors with
which normally pay a fixed income to shareholders, are            dependable income, lower risk and the opportunity to
equity securities which do not usually carry voting rights,       diversify their portfolios.
but holders have the right to receive dividends before
ordinary shareholders. Preference shares, which are               Investment entities
issued with the right of conversion into ordinary shares, are     An investment entity is an investment vehicle that
called convertibles. Companies can issue equity on the            invests pooled funds and has an objective to spread
Main Market and on AIM.                                           investment risk. Vehicles may be based in the UK,
                                                                  overseas or offshore and can list through a choice of
                                                                  options appropriate to their situation. The admission
Depositary receipts (DRs)                                         process for investment entities in London is principles
International issuers from emerging markets typically             based, allowing investment strategies and policies to
choose to admit DRs to the Main Market or PSM. DRs are            develop within the context of a balanced regulatory
negotiable certificates that represent ownership of a given       framework. The Main Market is an attractive venue for
number of a company’s shares and can be listed and traded         the listing of investment entities, and according to their
independently from the underlying securities. DRs are             structure, certain types of investment entities may also
typically traded in US dollars and issued by a depositary         seek admission to AIM.
bank. Several forms of DRs can be listed and traded in
London, including Global Depositary Receipts (GDRs) and
American Depositary Receipts (ADRs).




14
UK Real Estate Investment Trusts (REITs)                            Other instruments
A UK REIT is a company that owns and operates income-               Companies can also admit instruments including covered
producing UK real estate, which may be commercial and/or            warrants, securitised derivatives and securitised
residential. REITs are tax transparent vehicles, which offer        commodities.
advantages to both issuers and investors. UK REITs can
only list on the Main Market.                                       The table below shows the extent of asset types and
                                                                    securities that are generally suitable for each of
                                                                    our markets.

 Range of securities acceptable on the Exchange’s markets
                                              Main Market                           AIM                                    PSM
 Ordinary shares
 Preference shares                                                                                                           debt
 Debt
 Depositary receipts
 Investment entities
 Securitised derivatives
 Securitised commodities
 UK Real Estate Investment Trusts



Choice of listing regime and the ability to ‘passport in’           suit international companies that are already quoted on
London’s world class standards of regulation are based on           their home market and want exposure to London’s pool
the requirements of the UK Listing Authority (UKLA).                of capital as well as to attract wider investor interest.
                                                                    However, it does not necessarily mean a company’s
A primary listing on the Main Market represents                     second listing, but instead that the company has chosen
compliance with the UK’s highest standards of regulation            to meet EU harmonised standards as opposed to the UK
and disclosure, but does not necessarily have to be that            super-equivalent standards required for a primary listing.
company’s first or sole listing – it simply means that the          To become secondary listed, companies do not have to
company is required to meet the UK’s highest standards              have a listing on their home exchange, or indeed elsewhere.
– the gold standard – described as super-equivalent to
the EU directives, implemented as part of the Financial             Companies whose prospectus has been approved by a
Services Action Plan. Only ordinary shares can be                   competent authority within the European Economic Area
primary listed (debt and DRs cannot).                               (EEA)24 may take advantage of the concept of ‘passporting
                                                                    in’. This enables them to raise capital or admit securities to
A secondary listing requires companies to meet                      a regulated market (i.e. the Main Market) across the EEA,
harmonised European-wide standards rather than the                  on the basis of a single prospectus.
additional super-equivalent requirements that apply to
primary listed companies. A secondary listing might

                                                               24
                                                                    EEA – European Economic Area, which includes all current EU member states and
                                                                    Iceland, Liechtenstein and Norway
                                                                                                                                                    15
How to join

The suite of markets offered by the
Exchange reflects the diversity of
companies seeking to access our
capital markets.

The key admission requirements
and ongoing obligations are
summarised opposite.

For detailed information on the
admission process, timescales and
obligations involved in gaining
admission to each of our markets,
please visit our website
www.londonstockexchange.com.

Alternatively, please contact one
of our relationship managers —
(see page 20 for contact details).




16
Summary of admission requirements
 and ongoing obligations
                        Main Market                               AIM                                                              PSM

   Regulated by the Financial                        Regulated by the London                            Regulated by the London
   Services Authority (FSA)                          Stock Exchange                                     Stock Exchange

   Production of a prospectus for                    Production of an AIM admission                     Production of listing particulars
   approval by the UKLA (listing)                    document which is not pre-vetted                   for approval by the UKLA
                                                     by the Exchange nor the UKLA
                                                     (unless classed as a Prospectus
                                                     under EU legislation)

   Normally a three-year trading record              No trading record required                         Audited historical financial information
   covering at least 75% of the business*                                                               for GDRs 3 years, for debt 2 years
                                                                                                        (or such shorter period the issuer has
                                                                                                        been in operation)

   Demonstrable control over the                     No requirement to demonstrate                      Generally not applicable
   majority of the business assets for               prior control
   the three year period*

   12 months working capital*                        12 months working capital                          Not applicable

   A minimum of 25% of shares must                   No prescribed level of shares                      A minimum of 25% of GDRs must
   be in public hands                                in public hands                                    be in public hands

   Compliance with the Exchange’s                    Compliance with the AIM Rules                      Compliance with the Exchange’s
   Admission & Disclosure Standards                                                                     Admission & Disclosure Standards

   Adherence to the continuing                       Adherence to the continuing                        Adherence to the continuing
   obligation requirements of the                    obligation requirements of the                     obligation requirements of the
   UKLA’s Listing, Disclosure &                      AIM Rules                                          UKLA’s Listing, Disclosure &
   Transparency Rules                                                                                   Transparency Rules

   UK primary listed companies must                  Adherence to the Combined Code                     Adherence to the Combined Code
   adhere to the Combined Code of                    is on a voluntary basis                            is on a voluntary basis
   corporate governance or explain why.
   Adherence is voluntary for int'l primary
   and secondary listed companies

   IFRS required for financial reporting             IFRS required for financial reporting              National GAAP sufficient for
                                                     (from January 2007)                                financial reporting

   Prior shareholder approval for                    In most cases, no prior shareholder                Not applicable
   certain transactions                              approval is required for transactions

   A sponsor is required for                         A Nominated Adviser and a broker                   No sponsor required
   certain transactions                              are required at all times

 For more information on the different requirements relating to primary and secondary listed ordinary shares, debt
 and DRs on the Main Market, please refer to the Exchange publication ‘Guide to the Main Market’.

* The additional obligations for primary-listed companies over and above European minimum standards –                                              17
  these are the ‘super-equivalent’ requirements (the remainder apply to secondary listings)
Our expert support
Our team of dedicated relationship managers works closely        We offer companies and their investors access to real-time
with UK and international companies and their advisers to        prices, data and information, and use of our Media and
help them realise the full potential of their flotation on our   Business Complex – a state-of-the-art venue for
markets.                                                         broadcasting and corporate events. Issuers can also use
                                                                 our Regulatory News Service (RNS) to communicate
The services we offer include a primary point of contact for     regulatory news to the markets.
all companies, access to a range of financial
communication tools and practical guidance on corporate
governance and investor relations, plus a wide range of            Regulatory News Service (RNS): helping companies
training and consultancy programmes. Our Capital Markets           meet their regulatory disclosure obligations
Days, for instance, bring companies and institutional
investors together in an environment that helps issuers            A timely flow of corporate news underpins market
broaden their shareholder base, communicate their                  confidence and integrity. The Exchange’s RNS is the
corporate strategy and attract new investment.                     leading service for communicating price sensitive
                                                                   information quickly and reliably to market professionals
                                                                   and investors. RNS distributes over 160,000
                                                                   announcements annually and is used by 90% of FTSE
                                                                   100 companies and many leading financial PR agencies.




18
Summary
Whether your company is a fast-growing start-up
or already a global leader in its field, the Exchange
can help take it to the next phase of its development.
By joining one of our world-class public markets, you will
gain access to an unrivalled level of capital and liquidity
while also boosting the profile of your organisation.




 Deepest capital pool                          Appropriate regulatory framework    Regulatory standards
                                                                                   adapted to issuers’ needs
 Largest institutional investor base           Simple equity raising platform
                                                                                   Access to professional
 Most liquid trading platform                  Wide institutional and retail       Debt & DR investors
                                               investor base
 Enhanced profile and status                                                       UK Listing Authority
                                               Variety of tax benefits available   approved documents
 World respected corporate
 governance standards in                       Ideal platform for growth           Prospectus requirements
 the Combined Code                                                                 tailored to wholesale markets
                                               Straightforward admission
 ‘Investable’ indices                          requirements                        Favourable tax regime –
                                                                                   ‘quoted Eurobond’ status
 Choice of securities and structures           Bespoke indices

 techMARK focus on innovation




                                                                                                                   19
Next steps
We hope that this publication has helped you to gain a clear idea
of which of our markets would be best suited to your company’s
needs. Should you need further help and guidance over which
market is most appropriate, please contact one of our relationship
managers or visit our website at www.londonstockexchange.com

UK companies                     +44 (0)20 7797 3429
International companies          +44 (0)20 7797 4208
Corporate advisers               +44 (0)20 7797 3403




London Stock Exchange plc
10 Paternoster Square
London
EC4M 7LS
Telephone: +44 (0)20 7797 1000
www.londonstockexchange.com


20
Copyright © August 2007 London Stock Exchange plc.
Registered in England and Wales No. 2075721

London Stock Exchange plc has used all reasonable effort to ensure that the
information contained in this publication is correct at the time of going to press,
but shall not be liable for decision made in reliance on it.

London Stock Exchange and the coat of arms device are registered trade marks
of London Stock Exchange plc.

London Stock Exchange
10 Paternoster Square
London EC4M 7LS
Telephone: +44 (0)20 7797 1000
                                                                                      COR/T&C/COL/078
www.londonstockexchange.com

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Guide to-capital-markets

  • 1. A Guide to Capital Markets YOUR ROUTE TO THE HEART OF GLOBAL FINANCE
  • 2. Contents London – the place to raise capital 3 The world’s capital market 5 Benefits of joining our markets 7 Cost effective, efficient and dynamic markets 10 Which market is right for you? 12 Range of securities 14 How to join 16 Our expert support 18 Summary 19 Next steps 20
  • 3. Introduction Welcome to the London Stock Exchange, home to many of the world’s most successful companies. The Exchange’s thriving markets have helped to make London the focus of the international financial community and the ideal place for companies to raise capital and enhance their corporate profile. Our central location spanning global time zones, combined with world-class standards of corporate governance and deep pools of capital, are just some of the strengths that attract the world’s foremost investors and companies to our markets. 1
  • 4. 2
  • 5. London – the place to raise capital London is recognised globally as a leading financial centre. At its heart are the world-renowned capital markets, designed and operated by the London Stock Exchange. London has all the characteristics to make it an ideal London – a pre-eminent financial centre global financial hub: • Time zone spanning the global business day Capital • European headquarters of 65% of Fortune By attracting an ever-growing list of companies and 500 companies1 investors, London is the location for one of the world’s • Europe’s largest insurance market2 deepest pools of capital. • Almost 300 international banks have a presence in London3 Location • A wealth of specialist advisers London’s location at the centre of the world’s time zones allows market participants to span the global business day. London Stock Exchange – at the heart of the world’s capital markets Choice The Exchange offers excellent choice both in terms • A globally respected stock exchange with a history of the range of markets available and the ways tracing back over 300 years to access those markets. • Globally respected standards of regulation and corporate governance4 Expertise • A unique choice of markets to suit every stage The Exchange acts as a focus for a well-established of a company’s lifecycle network of specialist advisers with a deep understanding • Flexible markets that can accept a variety of securities of international business and capital-raising. • Superior systems supporting multi-asset, multi- currency and multi-jurisdictional trading and reporting Peace of mind • The world’s largest electronic order book for Those investing in or quoted on the Exchange’s markets depositary receipts, the International Order Book benefit from next generation trading systems and the (IOB), capturing US$31 billion of trading liquidity highest standards of corporate governance. As well as every month5 giving participants greater confidence, these improve market efficiency and drive down costs. Combined to create deep pools of capital • Institutional funds managed in the UK have almost doubled in ten years6 • Three-quarters of Europe’s hedge funds are managed in London7 • 25% of funds managed in the UK are from overseas8 1 6 UK Trade & Invest. International Financial Services London; Fund Management, 2 International Financial Services London. City Business Series August 2005. 3 7 UK Trade & Investment and Think London. International Financial Services London; International Financial Markets 4 Governance Metrics International: New Global Governance ratings 2006. in the UK, April 2006. 5 8 London Stock Exchange data – May 2007. City of London Global Financial Centres Index March 2007. 3
  • 6. The leading global financial centre London’s leading position as a financial centre is This survey ranks cities on criteria including regulation, becoming even more widely recognised – the 2007 market access, infrastructure, business environment and Global Financial Centres Index ranks London ahead of the talent pool available. New York and the rest of the world. The Global Financial Centres Index 800 765 760 684 700 660 656 647 639 636 632 628 600 500 Score 400 300 200 100 0 on ng e h t ey go a rk yo ur ev ric or Yo dn Ko nd ca k kf ap en Zu To an Sy hi Lo ew ng ng G C Fr Si N Ho Source: City of London Global Financial Centres Index March 2007 Score 800 700 600 500 Score 400 300 200 100 0 on ng g Zu re h Sy rt ey To o a ng k o ev ric Si on g Ho Yor ky u o dn nd ca kf ap en K an hi Lo ew G C Fr N 4
  • 7. The world’s capital market The Exchange plays a key role in London’s success as During the same period, the Exchange was the top an international financial centre. Our markets meet the location for IPOs, with 17% of the global total, ahead diverse needs of companies and investors more fully than of New York. We continue to attract new listings from those of any other exchange. As a result, the Exchange established markets such as the US and increasing is now the most successful international stock market, numbers from the emerging markets of South Korea, outpacing the global competition in attracting companies China and Russia. from all over the world. This impressive performance is part of a sustained In 2006, a total of £52 billion was raised on our primary pattern of growth. London has consistently attracted markets, with £29.4 billion of that raised by the 367 increasing numbers of IPOs and the amount of capital companies who chose an IPO9 on the Exchange. raised by companies on our markets continues to grow This is more than any other equity exchange in the year on year. world, and more than NYSE and NASDAQ combined10. Total number of IPOs on the London Stock Exchange, NASDAQ and NYSE 2000 to 2006 500 London Stock Exchange NASDAQ 400 NYSE 300 Total number of IPOs 200 100 0 2000 2001 2002 2003 2004 2005 2006 Source: The Exchange’s figures and individual exchange websites 9 IPO – Initial Public Offering – generic term for flotation. It is the company’s first offer of shares in the stock market. 10 London Stock Exchange and individual exchange data, December 2006. 5
  • 8. Today there are over 3,200 companies worth some £4.7 trillion traded on the London Stock Exchange’s markets, including around 650 international companies from nearly 70 countries11. Capital raised via new issues 2000 – 2006 Main Market New Issues Main Market Int’l New Issues AIM New Issues 12000 10000 Capital raised £m 8000 6000 4000 2000 0 2000 2001 2002 2003 2004 2005 2006 Source: London Stock Exchange data London’s position as a leading global financial centre, together with the Exchange’s markets at its heart, represents a powerful combination. As the graph shows, year on year the amount of capital raised by companies choosing to join AIM or the Main Market continues to grow. 11 London Stock Exchange data – May 2007 – US$9.3 trillion, b7 trillion. 6
  • 9. London ETC Market/ 2 of creation Stock Exchange Authorised Participant 3 Issuer Transfer Securities Capital Profile Capital Profile Benefits of joining Liquidity markets our Liquidity By accessing one of the Exchange’s markets, companies The unique benefits of public capital markets gain a unique combination of benefits that no other means of fund raising can provide. Joining a public capital market is the only way to raise substantial initial and ongoing capital, whilst also benefiting from increased profile and liquidity. These are all essential elements supporting your Capital Profile company’s strategic aspirations. The Exchange’s suite of markets provides tailored solutions for companies wishing to access the benefits of public capital markets. Liquidity • Main Market • AIM Capital • Professional Securities Market (PSM) • Expansion within existing markets or into new markets • Research and development • Mergers and acquisitions Deep pools of capital and a diverse range of investors Profile As companies grow and mature, sources of capital such as • Improving your commercial position with existing and potential bank loans or venture capital may prove insufficient to customers and suppliers support their evolving corporate strategy. Raising public • Accessing the prestige and status that result from being on capital in London can increase the ability of businesses to a leading global exchange fund expansion in existing or new markets and to invest in Liquidity growth opportunities ranging from acquisitions to research • Valuation, benchmarking, ranking and indices and development. • Enhancing shareholder and brand value Having access to one of the world’s deepest pools of capital and a varied investor base is vital. It means companies benefit from an established and reliable In terms of domestic assets, companies on the potential source of funding – a pool of capital large enough Exchange’s Main Market are exposed to: to meet the financing needs of thousands of companies of all sizes, including some of the largest in the world. • some £1,200 billion of insurance funds12 • over £725 billion of assets in over 2,500 Creating prestige and profile on a world stage pension funds13 The profile and prestige gained from being admitted to • over £370 billion of assets in over 2,000 trading on one of our markets will boost awareness of your mutual funds14 business and strengthen its position with all stakeholders – • some £60 billion of assets in over 200 including shareholders, customers, suppliers, employees Investment Trusts15 and business partners. This higher profile provides a solid • £87 billion in retail ISA and PEP plans16. platform for further expansion and growth. 12 ABI: 2005 UK Insurance – key facts. 13 15 API/NAPF Pension Funds and their advisers 2006. ITS Investment Company Industry key facts 31 August 2006. 14 16 IMA Investment Fund Statistics; August 2006. IMA Investment Fund Statistics; August 2006. 7
  • 10. Liquidity – providing strategic flexibility FTSETM indices – attracting a substantial A liquid market in your shares provides a basis for valuing investment base your business and benchmarking its performance against the competition. A liquid after-market also brings new FTSE is a leading global developer, provider and opportunities for remunerating and incentivising staff manager of capital markets indices and data services. by allowing them to participate in the success of the Inclusion in indices provided by FTSE gives a company’s company. Liquidity also enables you to use your stock management and investors the ability to benchmark the as a powerful currency when planning your company’s performance of that company against its peer group. future strategic growth. Companies quoted on our markets may be eligible to join the FTSE UK Index Series, which includes well- Driving liquidity – the active investors in London’s known indices such as the FTSE 100, FTSE 250, FTSE markets All Share, and the FTSE AIM Index Series. Companies gain exposure to a huge capital pool representing • 42% of global foreign equity trading took place in thousands of pension, insurance and investment funds London in 200617 which will benchmark at least one of the indices in the • US$31 billion monthly trading on the IOB, the world’s FTSE UK Index Series. largest electronic order book for DRs18 Funds explicitly benchmarking or tracking the FTSE 100, 250, 350, Small Cap and All Share indices Joining our markets exposes companies to liquidity (£bn July 2006)19 provided by institutional and retail investors. Investors participate both actively (seeking specific opportunities £2.1bn £2.7bn £9.3bn across the markets) and passively (by tracking or £0.7bn Unit Trust benchmarking indices). Inclusion of a company in an index & OEICs is an important driver for liquidity, ensuring access to the Pension Fund UK’s huge institutional shareholder base. This is because most of the relevant indices are ‘investable’ having Exchange Traded Fund characteristics that allow investment funds to be built around them, and the great majority of institutional assets Investment will benchmark an index. Trust Life Fund £32.4bn 17 International Financial Services London, Securities Dealing May 2007. 18 London Stock Exchange Trading Statistics May 2007. 19 London Stock Exchange research sourced from www.trustnet.com and individual fund manager websites, July 2006. 8
  • 11. Institutional investors in the FTSE UK Index Series account for over £47 billion of investment20. The Exchange distributes some of the most widely followed Our trading platforms and analysed company information in the world, which is scrutinised by thousands of capital market professionals, The Exchange provides a highly active and efficient private investors, investment fund managers, economists, secondary market for trading in a wide range of governments and the media. There are currently 117,000 securities, including UK and international equities, terminals viewing the market data of the companies listed covered warrants, exchange traded funds, fixed on our markets. interest and depositary receipts. Additional profile for innovative companies The speed and efficiency of our trading systems also techMARK and techMARK mediscience are specialist aids liquidity as it enables and encourages greater segments of the Main Market providing a focus on levels of trading activity in securities. In turn, this innovative technology and healthcare companies attracts and retains further investment capital. We respectively. The Main Market is the only market invest heavily in our technology to ensure that our of its type to provide such segments, which includes trading platforms remain robust and efficient. a dedicated set of indices – the FTSE techMARK Index Series. The Exchange’s domestic trading services are: • SETS – our electronic order book for the most liquid securities • SETSmm – a hybrid trading service for mid-cap securities, consisting of an order book with integrated market maker liquidity • SETSqx – for trading less liquid securities. The Exchange’s international trading services are: • International Order Book (IOB) – our electronic order book for trading depositary receipts • International Bulletin Board – for trading international equity securities • International Retail Service – enabling UK-based private investors to trade international stocks quoted in sterling. 20 London Stock Exchange research sourced from www.trustnet.com and individual fund manager websites, July 2006. 9
  • 12. High standards of corporate governance at a lower cost of capital than any other major financial centre. Cost effective, efficient and dynamic markets The effectiveness of our markets can be measured by the Intelligent corporate governance, robust market systems, cost of capital – the more efficient the model, the lower the development of the market’s capacity and range, and tax cost of capital and the lower the costs for trading those benefits for participants, are all key elements of market securities on a public market. efficiency. Intelligent corporate governance The overall cost of capital on London’s public builds shareholder value markets is considerably lower than in the US21. Efficient capital markets are not possible without Main Market companies benefit from: appropriate governance standards. However, inappropriate regulation stifles enterprise and increases the cost of • more efficient price discounting at IPO capital. The UK is consistently the clear leader in global • 50% less underwriting fees corporate governance and our regulatory standards are • generally lower professional fees. ones to which many foreign companies aspire. A proven risk-based approach to regulation combined with the City’s world renowned reputation for integrity and the Exchange’s regulation of markets are central to our success. London’s leading regulatory framework underpins the 2007 Global Financial Centres Index as the top financial centre in the world. We lobby to maintain the right balance within the UK’s principles-based regulatory regime. Intelligent levels of corporate governance play a pivotal role in attracting institutional investors who rely on this to enhance long term investment returns and mitigate risks. The UK is a world leader in its approach to corporate governance and companies adhering to the highest standards benefit from increased institutional investor focus and see share price premiums. 21 The Cost of Capital – An International Comparison; Oxera, June 2006. 10
  • 13. Lowering market costs by raising market efficiencies A good example is our latest market innovation, the There is little incentive for companies and investors to Professional Securities Market (PSM). This is a market for commit to a market if they are not confident of its issuers of specialist securities aimed at the professional technology and systems. This is why the Exchange investor community. The introduction of the EU Prospectus commits significant resource to maintaining and improving Directive provided the catalyst for PSM and we worked the efficiency, capacity and speed of its trading and closely with market participants and the FSA in developing information platforms. this market. PSM has been successful both for the Exchange and our customers with 488 securities listed so In June 2007, we launched TradElect™, the Exchange’s far, raising over £36 billion of capital. next generation trading system, designed to deliver unprecedented levels of performance, reliability and From 2007 the Main Market has also been able to accept capacity. In addition, our information dissemination system UK-REITs – a new tradable instrument for securitised Infolect® remains by far the fastest, carrying over 17 million property portfolios. messages per day and has cut the speed of information broadcast to two milliseconds22. Tax efficiency that encourages investor participation Tax efficiency allows investors to retain more of their Fuelling the market through dynamic product profits. It is a further element in encouraging investors to development actively participate in our public capital markets. AIM, our Capital markets are in a constant process of development market for smaller growing companies, attracts a variety of and innovation. By keeping pace with the needs of market tax benefits for retail investors, including enhanced capital users through listening to our customers, we can respond gains tax relief and business property relief for inheritance quickly with new and improved products and services. Our tax purposes. AIM allows a variety of efficient tax commitment to expanding not only the range and capacity structures to be created around portfolios such as Venture of our markets but also the types of asset and security that Capital Trusts and Enterprise Investment Schemes. can access them helps fuel future market growth. Main Market equities can be held in Individual Savings Accounts (ISAs) and Personal Equity Plans (PEPs). PSM debt securities are classified as ‘quoted Eurobonds’ allowing dividends to be paid gross. 22 London Stock Exchange Annual Report 2007. 11
  • 14. Which market is right for you? To suit the needs of different companies, the Exchange • A primary listing of equity on the Main Market offers three separate but complementary markets: the offers the highest level of protection to investors Main Market, AIM, and Professional Securities Market and gives companies access to the deepest (PSM). No other Exchange provides this choice of capital pool. markets in combination with the breadth and depth of investors that London has to offer. • AIM offers a straightforward solution for smaller, growing companies wishing to raise equity capital Our markets offer flexibility in meeting the needs of both at an earlier stage of development. investors and businesses, which allows companies to achieve the right balance between: • Companies seeking to raise debt capital purely from professional investors can utilise the benefits • their strategic needs for raising capital of the PSM specifically designed for that purpose. • accessing liquidity and generating profile • the investor audience they wish to attract, and • Listing depositary receipts (DRs) on the Main • their favoured corporate governance standards. Market or PSM allows non-UK companies the opportunity to access a pool of capital and liquidity that might not be available locally. 12
  • 15. Supports established companies Supports smaller growing Supports companies issuing seeking further growth and companies seeking access specialist securities aimed at expansion opportunities. to a public market. professional investors. The London Stock Exchange market offering Main Market It is the perfect environment for innovative companies to The Main Market is our flagship offering and our principal access capital and raise their profile within a regulatory market for larger, more established companies. The Main framework specifically designed for smaller companies. For Market provides a world-class listing and trading many companies, AIM represents their first experience on environment for equity, debt and specialist securities. a public market and some may choose to migrate to the Main Market as their businesses continue to develop. Home to many of the world’s largest and most successful companies, the Main Market gives companies the benefits of access to Europe’s deepest pool of capital, greater PSM profile and liquidity. Listed companies also benefit from The Professional Securities Market (PSM) enables the credibility that comes from compliance with the world’s companies to raise capital through the issue of specialist most respected corporate governance regime. Today, securities – such as debt and depositary receipts – from there are around 1,600 companies on the Main Market, professional or institutional investors. PSM is a listed yet with a total market capitalisation of almost £4.7 trillion23. exchange-regulated market, which means issuers gain the benefit of a flexible and pragmatic approach to regulatory Companies seeking admission to the Main Market can list requirements, whilst institutional investors gain the and admit to trading a variety of security types – ordinary assurance of investing in listed securities. shares, depositary receipts, as well as debt and investment entities such as investment trusts. This highly specialised market is particularly suited to the specific needs of companies from outside the EU and from AIM emerging markets. Issuers using the PSM are attracted by AIM is our market specifically designed for smaller, its proportionate regulation and the ability to use domestic growing companies. Since its launch in 1995, over 2,700 accounting standards. companies from 31 countries and 38 industry sectors have chosen AIM as the right market to help them achieve their goals. Interest in AIM has surged in recent years and a total ‘Listing’ is a term that applies to the Main Market and of 462 companies joined in 2006, 395 of which were IPOs, PSM. Under the two stage process, a company applies raising over £15 billion in new and further issues. to the UK Listing Authority (UKLA) for admission to the Official List (a ‘listing’). Simultaneously it applies to the AIM combines the benefits of a public flotation with London Stock Exchange for admission of its securities simplified admission requirements. It provides companies to trading on the Main Market or PSM. See Page 17 that have a shorter track record with a platform for raising for further information. equity capital. 23 London Stock Exchange data – May 2007. 13
  • 16. Range of securities Shares Debt Equity in the form of shares represents the risk-sharing part UK-domiciled or international issuers choosing to list debt of a company’s capital. Ordinary shares pay shareholders on the Main Market or PSM have the option to list any of dividends that will vary reflecting the company’s profitability the major debt instruments, including eurobonds, and demand for capital. These shares usually carry voting convertible and exchangeable bonds and medium term rights at company general meetings. Preference shares, note programmes. Bonds provide investors with which normally pay a fixed income to shareholders, are dependable income, lower risk and the opportunity to equity securities which do not usually carry voting rights, diversify their portfolios. but holders have the right to receive dividends before ordinary shareholders. Preference shares, which are Investment entities issued with the right of conversion into ordinary shares, are An investment entity is an investment vehicle that called convertibles. Companies can issue equity on the invests pooled funds and has an objective to spread Main Market and on AIM. investment risk. Vehicles may be based in the UK, overseas or offshore and can list through a choice of options appropriate to their situation. The admission Depositary receipts (DRs) process for investment entities in London is principles International issuers from emerging markets typically based, allowing investment strategies and policies to choose to admit DRs to the Main Market or PSM. DRs are develop within the context of a balanced regulatory negotiable certificates that represent ownership of a given framework. The Main Market is an attractive venue for number of a company’s shares and can be listed and traded the listing of investment entities, and according to their independently from the underlying securities. DRs are structure, certain types of investment entities may also typically traded in US dollars and issued by a depositary seek admission to AIM. bank. Several forms of DRs can be listed and traded in London, including Global Depositary Receipts (GDRs) and American Depositary Receipts (ADRs). 14
  • 17. UK Real Estate Investment Trusts (REITs) Other instruments A UK REIT is a company that owns and operates income- Companies can also admit instruments including covered producing UK real estate, which may be commercial and/or warrants, securitised derivatives and securitised residential. REITs are tax transparent vehicles, which offer commodities. advantages to both issuers and investors. UK REITs can only list on the Main Market. The table below shows the extent of asset types and securities that are generally suitable for each of our markets. Range of securities acceptable on the Exchange’s markets Main Market AIM PSM Ordinary shares Preference shares debt Debt Depositary receipts Investment entities Securitised derivatives Securitised commodities UK Real Estate Investment Trusts Choice of listing regime and the ability to ‘passport in’ suit international companies that are already quoted on London’s world class standards of regulation are based on their home market and want exposure to London’s pool the requirements of the UK Listing Authority (UKLA). of capital as well as to attract wider investor interest. However, it does not necessarily mean a company’s A primary listing on the Main Market represents second listing, but instead that the company has chosen compliance with the UK’s highest standards of regulation to meet EU harmonised standards as opposed to the UK and disclosure, but does not necessarily have to be that super-equivalent standards required for a primary listing. company’s first or sole listing – it simply means that the To become secondary listed, companies do not have to company is required to meet the UK’s highest standards have a listing on their home exchange, or indeed elsewhere. – the gold standard – described as super-equivalent to the EU directives, implemented as part of the Financial Companies whose prospectus has been approved by a Services Action Plan. Only ordinary shares can be competent authority within the European Economic Area primary listed (debt and DRs cannot). (EEA)24 may take advantage of the concept of ‘passporting in’. This enables them to raise capital or admit securities to A secondary listing requires companies to meet a regulated market (i.e. the Main Market) across the EEA, harmonised European-wide standards rather than the on the basis of a single prospectus. additional super-equivalent requirements that apply to primary listed companies. A secondary listing might 24 EEA – European Economic Area, which includes all current EU member states and Iceland, Liechtenstein and Norway 15
  • 18. How to join The suite of markets offered by the Exchange reflects the diversity of companies seeking to access our capital markets. The key admission requirements and ongoing obligations are summarised opposite. For detailed information on the admission process, timescales and obligations involved in gaining admission to each of our markets, please visit our website www.londonstockexchange.com. Alternatively, please contact one of our relationship managers — (see page 20 for contact details). 16
  • 19. Summary of admission requirements and ongoing obligations Main Market AIM PSM Regulated by the Financial Regulated by the London Regulated by the London Services Authority (FSA) Stock Exchange Stock Exchange Production of a prospectus for Production of an AIM admission Production of listing particulars approval by the UKLA (listing) document which is not pre-vetted for approval by the UKLA by the Exchange nor the UKLA (unless classed as a Prospectus under EU legislation) Normally a three-year trading record No trading record required Audited historical financial information covering at least 75% of the business* for GDRs 3 years, for debt 2 years (or such shorter period the issuer has been in operation) Demonstrable control over the No requirement to demonstrate Generally not applicable majority of the business assets for prior control the three year period* 12 months working capital* 12 months working capital Not applicable A minimum of 25% of shares must No prescribed level of shares A minimum of 25% of GDRs must be in public hands in public hands be in public hands Compliance with the Exchange’s Compliance with the AIM Rules Compliance with the Exchange’s Admission & Disclosure Standards Admission & Disclosure Standards Adherence to the continuing Adherence to the continuing Adherence to the continuing obligation requirements of the obligation requirements of the obligation requirements of the UKLA’s Listing, Disclosure & AIM Rules UKLA’s Listing, Disclosure & Transparency Rules Transparency Rules UK primary listed companies must Adherence to the Combined Code Adherence to the Combined Code adhere to the Combined Code of is on a voluntary basis is on a voluntary basis corporate governance or explain why. Adherence is voluntary for int'l primary and secondary listed companies IFRS required for financial reporting IFRS required for financial reporting National GAAP sufficient for (from January 2007) financial reporting Prior shareholder approval for In most cases, no prior shareholder Not applicable certain transactions approval is required for transactions A sponsor is required for A Nominated Adviser and a broker No sponsor required certain transactions are required at all times For more information on the different requirements relating to primary and secondary listed ordinary shares, debt and DRs on the Main Market, please refer to the Exchange publication ‘Guide to the Main Market’. * The additional obligations for primary-listed companies over and above European minimum standards – 17 these are the ‘super-equivalent’ requirements (the remainder apply to secondary listings)
  • 20. Our expert support Our team of dedicated relationship managers works closely We offer companies and their investors access to real-time with UK and international companies and their advisers to prices, data and information, and use of our Media and help them realise the full potential of their flotation on our Business Complex – a state-of-the-art venue for markets. broadcasting and corporate events. Issuers can also use our Regulatory News Service (RNS) to communicate The services we offer include a primary point of contact for regulatory news to the markets. all companies, access to a range of financial communication tools and practical guidance on corporate governance and investor relations, plus a wide range of Regulatory News Service (RNS): helping companies training and consultancy programmes. Our Capital Markets meet their regulatory disclosure obligations Days, for instance, bring companies and institutional investors together in an environment that helps issuers A timely flow of corporate news underpins market broaden their shareholder base, communicate their confidence and integrity. The Exchange’s RNS is the corporate strategy and attract new investment. leading service for communicating price sensitive information quickly and reliably to market professionals and investors. RNS distributes over 160,000 announcements annually and is used by 90% of FTSE 100 companies and many leading financial PR agencies. 18
  • 21. Summary Whether your company is a fast-growing start-up or already a global leader in its field, the Exchange can help take it to the next phase of its development. By joining one of our world-class public markets, you will gain access to an unrivalled level of capital and liquidity while also boosting the profile of your organisation. Deepest capital pool Appropriate regulatory framework Regulatory standards adapted to issuers’ needs Largest institutional investor base Simple equity raising platform Access to professional Most liquid trading platform Wide institutional and retail Debt & DR investors investor base Enhanced profile and status UK Listing Authority Variety of tax benefits available approved documents World respected corporate governance standards in Ideal platform for growth Prospectus requirements the Combined Code tailored to wholesale markets Straightforward admission ‘Investable’ indices requirements Favourable tax regime – ‘quoted Eurobond’ status Choice of securities and structures Bespoke indices techMARK focus on innovation 19
  • 22. Next steps We hope that this publication has helped you to gain a clear idea of which of our markets would be best suited to your company’s needs. Should you need further help and guidance over which market is most appropriate, please contact one of our relationship managers or visit our website at www.londonstockexchange.com UK companies +44 (0)20 7797 3429 International companies +44 (0)20 7797 4208 Corporate advisers +44 (0)20 7797 3403 London Stock Exchange plc 10 Paternoster Square London EC4M 7LS Telephone: +44 (0)20 7797 1000 www.londonstockexchange.com 20
  • 23. Copyright © August 2007 London Stock Exchange plc. Registered in England and Wales No. 2075721 London Stock Exchange plc has used all reasonable effort to ensure that the information contained in this publication is correct at the time of going to press, but shall not be liable for decision made in reliance on it. London Stock Exchange and the coat of arms device are registered trade marks of London Stock Exchange plc. London Stock Exchange 10 Paternoster Square London EC4M 7LS Telephone: +44 (0)20 7797 1000 COR/T&C/COL/078 www.londonstockexchange.com