中小企业境外上市融资
中国体改研究会培训中心投行部
财富指数资本集团
Wealth Index (UK)
Yuan Ge
Tel: +86-13718856789
+44-7760236811
财富指数资本集团(英国)
WEALTH INDEX CAPITAL GROUP （UK)
Why do firms float?
Who is suitable and what are the requirements?
What is the actual IPO Process?
How long does it take?
Who becomes involved?
How much does it cost?
Any tips on the process?
a London listing provides greater visibility to potential investors. Although London-based institutions control one of the largest pools of investment funds in the world, London is also a focus for international investors.
Advantage
Financing growth
Corporate visibility, marketing, trade sale
Acquisitions Owner management and control
Motivate management and staff
Exit route for some
Directors
Venture capitalists Operating efficiency
Cost effective equity finance
Disadvantages
Greater accountability
Lifestyle
Expect criticism Expect pressure
Dilution of control
History & development of AIM & OFEX
Requirement for secondary market
The USM-1980-1996
The Third Market-1987-1991
The OTC market of the 1980s
End of Rule - 1995
AIM - Designed for companies moving from USM and Rule
OFEX- launched to replace trading facility under Rule Present position
Company formed in 1996 UK Biotech fundraising climate poor
Purchase of US shell Company with listing on the USA NASD OTC BB market raised $14 million
AIM listing May 2003 (£5 million)
Open offer (1 for 6) Dec 2003 (£ million)
Main Market
Minimum of 25% shares in public hands
3 years trading record normally required
Sponsors needed for certain transactions, including application
Compliance with UKLA rules
Quoted tax status
No minimum number of shares in public hands
No prior trading record required
Nominated adviser needed at all times, including application
Flexible regulatory environment – compliance with AIM Rules
Unquoted tax status
OFEX
AIM
Limited & plc status allowed (plc for public fund raising)
No prior trading record required
Corporate Adviser (OFEX Member) submits application
Flexible regulatory environment – compliance with OFEX Rules
Unquoted tax status
Reasons for AIM listing
Reduce onerous US reporting requirements and fees
List on a more liquid market
Access to further capital if required
Attract Institutional Investment not possible on NASD OTC BB.
Globally respected international market
Accessible & wide pool of capital
Enhanced profile
Currency for acquisition
Increased Status
Market for shares
Unquoted status for tax purposes
Unique global market
+/- £9bn funds raised to date
Wide range of institutional and retail investors
Further capital is cost & resource efficient to raise
Access to specialist capital VCT, EIS
Heightened interest in your company as AIM is designed around the specific needs of smaller companies
Dedicated coverage by specialists in smaller companies
Association with globally respected Exchange brand
Credibility when operating outside your home market
AIM shares are accepted global currency for acquisitions
Acquisition rules are designed for smaller, growing companies
AIM is supported by robust trading services designed for smaller growing companies
Market makers support liquidity through the provision of continuous two way prices
Qualifying companies benefit from increased potential pool of investors
Individual investors able to claim a range of tax benefits . CGT, IHT
EIS & VCT’s provide attractive tax relief for investors subscribing for new shares
Over 750 companies from across the world
Broad sector spread of companies
Regulations specifically designed for smaller, growing companies
AIM’s regulations have been designed with smaller companies in mind
Time frame & costs
3 - 12 Months depending on preparation
Brokers Commission £300, 000 and 5% of placement
Legal fees £75 - £150,000
Accountants fees £150,000
Incidentals £100,000
Time frame & costs
Based on a £5 million IPO
Around £1 million fees if unprepared
20% of cash raised.
Less if prepared
Valuation
Be realistic about the floatation market cap
Overpriced issues may fail
Deliver the business model and the share price will look after itself
Everyone needs to win
Being Prepared
Choose your Broker carefully
Target and select your Broker
(do not hawk your proposition around looking for the highest valuation)
Do you need interim pre float finance?
What is the long term strategy, move up to the main market?
Being Prepared
For rigorous due diligence
Well organised financial history
Well organised IP information
Well organised customer/strategic partner contract details
Being Prepared
Clear understandable strategy & business model
(Would your teenage daughter or your Grandmother understand it and believe in it)?
Well prepared numbers which look realistic
(Be prepared to be interrogated)
Being Prepared
Clear understandable interesting presentation of the business
(Use a laptop with pictures and digital movies not endless copy)
Confident, enthusiastic sincere delivery of the presentation
(Rehearse, rehearse and rehearse again)
Being Prepared
Choose your Non Executive Directors with care
What skills & contacts do they bring to the business
Do they empathise with the CEO’s vision
(can you work with them)
Being Prepared
Appoint a good PR Agency
Get off to a good start
Plan to have a post float news flow
Never promise what you cannot deliver
Understate and over perform
Being Prepared
Start to think & behave like a plc
Plan for 50% of the Senior executives time to be taken up for three to four months prior to float
How will the business be run?
Being Prepared
Start to think & behave like a plc
Plan for 30% of the CEO’s time post float to be spent in the city
Whom will replace that time in the business ?
Thank You
Yuan Ge
Tel: +86-13718856789
+44-7760236811
gy101@
