Supporting the growth of small and mid cap companies London Stock Exchange - key statistics Total companies Domestic: 2,581 International: 578 Market capitalisation UK listed: US$3,398bn International listed: US$4,243bn AIM: US$142bn Equity turnover (Jan-Dec 2005) Main Market: Domestic: US$4,361bn International: US$4,770bn GDRs: US$131bn AIM: US$75bn Source: London Stock Exchange statistics – April 2006 2 The Exchange of choice for international companies Total number of IPOs on the London Stock Exchange, Nasdaq and NYSE - 2000 to 2005 T otal N o o f IPO s 450 London Stock Exchange 400 Nasdaq 350 NYSE 300 250 200 150 100 50 0 2000 Source: London Stock Exchange and individual exchange websites 2001 2002 2003 3 2004 2005 A leader in international assets under management International equity investments (US$M) 800,000 700,000 US$M 600,000 500,000 400,000 300,000 200,000 100,000 0 London Boston New York Frankfurt Los Angeles Hong Kong London is the world’s most internationally focussed financial centre Source: IR Channel – Feb 2005 4 London Stock Exchange The world’s most successful growth market 5 AIM – key statistics ¾ AIM companies: 1,501 ¾ Overseas AIM companies: 252 AIM Key statistics ¾ IPOs on AIM in 2005: 335 ¾ 259 UK ¾ 76 overseas ¾ Capital raised (new & further) since 1995: US$52bn ¾ Capital raised (new & further) in 2005: US$16bn ¾ US$ 12bn UK companies ¾ US$ 4bn overseas companies Source: London Stock Exchange trade statistics – April 2006 6 AIM – critical mass to support growth Number of AIM Admissions 1995 to YT D 2006 600 519 ADMISSIONS 500 400 355 277 300 177 200 123 145 107 100 75 160 162 2002 2003 158 102 0 1995 1996 1997 1998 1999 2000 2001 YEAR Source: London Stock Exchange statistics – April 2006 7 2004 2005 2006 to A pril The widest choice of proven global markets A choice of globally respected markets supported by a wide range of institutional & retail investors Main Market Supports more established companies seeking further growth. 1,658 issuers Supports earlier stage companies in their initial growth period. 1,501 issuers UK Listing Authority Nominated Adviser (Nomad) Sponsor 8 Flexible regulation Admission Rules ¾ Regulated by the London Stock Exchange, giving a more flexible regulatory environment ¾ No trading record required ¾ No minimum amount of shares to be in public hands ¾ In most cases, no prior shareholder approval required for transactions ¾ Admission documents not pre-vetted by Exchange or UKLA but by nominated adviser ¾ Nominated adviser required at all times 9 Continuing obligations AIM companies are subject to the AIM Rules which outline the continuing obligations of being on a public market. Some of the key continuing obligations are: AIM companies must have a Nomad at all times, otherwise they will be suspended from the market AIM companies must disclose all price sensitive information in a timely manner including substantial transactions, related party transaction, reverse takeovers and other miscellaneous transactions Half yearly and annual report and accounts required in adherence with deadlines All directors accept full responsibility, collectively and individually for the AIM Rules Restrictions on deals for directors and applicable employees on AIM securities during close periods UK Corporate Governance standards 10 A market for companies of all sizes Distribution of AIM companies by market value April 2005 vs April 2006 400 No of companies April 2006 350 No of companies No of companies April 2005 300 250 200 150 100 50 0 less than $3.5m $3.5m to $8.8m $8.8m to $17.5m $17.6m to $44m $44m to $88m M arke t Value ($) Source: London Stock Exchange trade statistics – April 2006 11 $88m to $176m $175m to $440m more than $440m A diverse market Top 10 AIM sectors by market capitalization and no of companies for April 2006 Market Capitalisation ($m) 250 No. of Companies 10,000 200 8,000 150 6,000 100 4,000 50 2,000 Source: London Stock Exchange trade statistics – April 2006 12 Real Estate General Retailers Pharmaceuticals & Biotechnology Media & Entertainment Software & Computer Services Leisure & Hotels Support Services Speciality & Other Finance Mining 0 Oil & Gas 0 No of companies Market capitalization ($m) 12,000 Institutional investors understand All of the main UK institutions invest in AIM. Institutional investors account for approximately 40% of the market Rank 1 2 3 4 5 6 7 Most active Institutions by value of investment Fidelity Artemis Schroder Investment mgt Foreign & Colonial Merrill Lynch UBS Framlington 8 9 10 11 12 13 14 15 Invesco Goldman Sachs RAB Capital Gartmore Tiger Resource Finance Jupiter Asset Management Lansdowne Aviva Source: London Stock Exchange trade statistics – December 2005 No of Investments 13 Value of Investments (£m) 113 94 45 112 46 38 56 692.81 451.33 340.44 300.03 244.49 226.29 222.08 51 46 58 65 3 44 20 39 221.47 208.73 205.02 196.04 187.61 180.58 167.53 162.26 International trading AIM turnover: value traded and total number of bargains April 2005 / April 2006 400 Number of bargains 12,000 Value traded ($m) 10,000 300 8,000 250 6,000 200 150 4,000 100 2,000 50 - Apr-05 Jun-05 Aug-05 Oct-05 Date Source: London Stock Exchange trade statistics – April 2006 14 Dec-05 Feb-06 Apr-06 Value traded ($m) Number of bargains '000 350 A thriving secondary market Indices comparison: FTSE AIM and International indices (Last 24 months) Index value (rebased 31/12/2003) 2,100 FTSE AIM 100 1,900 S&P 600 Russell 2000 1,700 Tech DAX All-Share FTSE AIM UK 50 1,500 1,300 1,100 900 700 Dec-03 Feb-04 Apr-04 Jun-04 Aug-04 Oct-04 Dec-04 Source: Thomson Financial Datastream 15 Feb-05 Apr-05 Jun-05 Aug-05 Oct-05 Dec-05 16 A fast-track route to AIM from designated markets Non-UK companies traded on one of these markets for 18 months prior can apply to be admitted without publishing admission documents Stockholm Toronto Stock Exchange Main Board Deutsche Börse Swiss Exchange NYSE Euronext Nasdaq JSE Australian Stock Exchange The streamlined process makes it easier for companies to join AIM and attract institutional investors and analyst coverage 17 Better value than NYSE or NASDAQ Annual fees for Non-domestic Equities Min US$ London Stock Exchange Max US$ 7,595 7,595 NYSE 35,000 500,000 NASDAQ - shares 21,225 60,000 AIM Admission fees for Non-domestic Equities Min US$ London Stock Exchange 7,595 7,595 NYSE 150,000 250,000 NASDAQ – shares & ADRs 100,000 150,000 AIM Source: London Stock Exchange – April 2006 Max US$ 18 Annual Cost to Maintain Public Market ($ US) NASDAQ National M arket AIM TSX Directors & Officers Insurance ~ $500,000 ~ $100,000 ~ $250,000 Directors Fees & Expenses ~ $150,000 ~ $150,000 ~ $150,000 Annual Audit Accounting Fees ~ $300,000 ~ $150,000 ~ $150,000 404 Com pliance ~ $500,000 N/A NA Legal Fees ~ $300,000 ~ $300,000 ~ $150,000 Internal Costs for SEC & Exchange Com pliance ~ $300,000 N/A ~ $150,000 SEC Filing Expenses & Listing Fees $35,000 ~ $7,000 ~ $39,000 Nom ad Expenses N/A ~ $90,000 N/A Other (Investor Relations, Mailing, Printing, Trvl, etc) ~ $250,000 ~ $125,000 ~ $185,000 Total Approximate Cost ~ $2,335,000 ~ $922,000 ~ $1,074,000 Source: CanaccordAdams June 2006 19 Cost to Execute and IPO ($ U S ) N A S D A Q N a t io n a l M a r k e t A IM TSX S h a r e s Is s u e d & $ R a is e d : 5 m illio n s h a r e s $ 5 0 m illio n 2 0 m illio n s h a r e s $ 5 0 m illio n 5 m illio n s h a r e s $ 5 0 m illio n R e g is t r a t io n F e e ~ $ 9 ,0 0 0 ~ $ 2 0 ,0 0 0 ~ $ 5 ,0 0 0 F ilin g F e e ~ $ 9 ,0 0 0 N /A ~ $ 5 ,0 0 0 L is t in g F e e $ 1 0 0 ,0 0 0 ~ $ 7 ,5 0 0 ~ $ 7 0 ,0 0 0 P r in t in g E x p e n s e s ~ $ 2 2 0 ,0 0 0 ~ $ 4 0 ,0 0 0 ~ $ 4 0 ,0 0 0 Legal Fees ~ $ 7 5 0 ,0 0 0 ~ $ 6 0 0 ,0 0 0 ~ $ 3 5 0 ,0 0 0 A c c o u n t in g F e e s ~ $ 4 9 0 ,0 0 0 ~ $ 3 5 0 ,0 0 0 ~ $ 3 0 0 ,0 0 0 B lu e S k y F e e s ~ $ 1 0 ,0 0 0 N /A N /A T r a n s f e r A g e n t & R e g is t r a r Fees ~ $ 1 0 ,0 0 0 ~ $ 1 4 ,0 0 0 ~ $ 1 5 ,0 0 0 R e t a in e r N /A ~ $ 2 7 5 ,0 0 0 N /A U n d e r w r it in g D is c o u n t / S t e p Up ~ $ 3 ,5 0 0 ,0 0 0 ~ $ 2 ,5 0 0 ,0 0 0 ~ $ 3 ,0 0 0 ,0 0 0 M is c e lla n e o u s ~ $ 7 5 ,0 0 0 ~ $ 5 0 ,0 0 0 ~ $ 2 5 ,0 0 0 T o t a l A p p r o x im a t e C o s t ~ $ 5 ,1 7 3 ,0 0 0 ~ $ 3 ,8 5 7 ,0 0 0 ~ $ 3 ,8 1 0 ,0 0 0 Source: CanaccordAdams June 2006 20 To summarise… why choose AIM The world’s most successful growth market An internationally focussed, professional investor base Comprehensive research coverage for international companies A more flexible approach to regulation Better value than NYSE or NASDAQ The Exchange of choice for companies wishing to access the international capital markets 21 Key contacts Anne Moulier Business Development Manager – North America amoulier@londonstockexchange.com +44 (0) 20 7797 4584 Graham Dallas Head of Business Development – EMEA & North America gdallas@londonstockexchange.com +44 (0) 20 7797 4055 Website: www.londonstockexchange.com 22 AIM TAKING YOUR COMPANY PUBLIC ON THE LONDON STOCK EXCHANGE www.klng.com INTRODUCTION Preparing for IPO Corporate structure Regulation How to IPO KEY PREPARATIONS Appointment of advisers Plan and prepare Speak to your lawyers at an early stage KEY PREPARATIONS Organisation of company s management Agree a timetable Set up working groups Get the right non-ex ecutive directors CORPORATE STRUCTURE Routes for US Companies Three main routes Tax considerations US company admitted to AIM directly Regulation S Electronic trading CREST and SIS Increased liquidity CORPORATE STRUCTURE Routes for US Companies US company admitted via UK PLC holding company pre-admission reorganisation share for share ex change US company admitted via off-shore holding company tax considerations US COMPANIES Lighter regulation on AIM No Sarbanes Ox ley equivalent rules No Sarbanes Ox ley equivalent costs Guidance on corporate governance produced by Quoted Companies Alliance AIM has a lighter approach to regulation Increased Cost SOX has negatively impacted companies bottom line by increasing the cost of compliance Uncertainty Increased Risk SOX has increased international companies exposure to US litigation SOX has increased international companies uncertainty due to the changing regulatory framework The reality of SOX Increased Threat Lost opportunity Acquisitions become riskier, harder and slower to complete SOX has increased the threat to the individuals in key roles (CEO & CFO) of personal liability claims CASE STUDY PLC DAWSON HOLDINGS First company on AIM in 1995 Printed media distributor Share price $8.25 to $15.40 in 1 year Springboard to full list Shares as acquisition currency Turnover up from $122m in 1990 to $1.3bn in 1999 AIM IN CONTEXT Record years in 2004 and 2005 Large increase in IPOs by international companies $11.4 billion total IPO funds in 2005 $4.4 billion further fundraisings in 2005 AIM s popularity on international stage Other secondary markets can t compete AIM the only credible m arket for SMEs HOW TO IPO Basic requirements Advisers Process HOW TO IPO Basic requirements Requirements no trading record needed no minimum market cap no minimum public float Only 45 AIM rules Less stringent continuing obligations HOW TO IPO Basic requirements AIM Rules: Shares capable of being offered to public Appoint and retain Nomad and Broker No restrictions on transfer of shares Eligibility for electronic settlement All securities of class to be listed Lock in requirements HOW TO IPO Your Advisers! LEGAL ACCOUNTING Company's Lawyers (UK + US) Auditors NOMAD's Lawyers (UK) Company Board of Directors Nominated adviser/ NOMAD PR Printers Registrar Reporting Accountant s HOW TO IPO Overview of process Adm ission document drafted Legal due diligence Financial due diligence Verification protecting directors London Stock Ex change formal dealing notice 10-12 week timetable KILLER FACTS 2,360 IPOs since 1995 All industry sectors 315 non-UK company IPOs 519 IPOs in 2005 $16 billion raised in 2005 K&LNG : A FEW FACTS Over last 12 months: 1 st 1 st 1 st spin out of businesses from Nasdaq onto AIM (life sciences) Greek based company t o IPO on AIM (technology) Japanese com pany to IPO on AIM Advised on over 160 IPOs since 1998 Palo Alto, San Francisco and Boston Paul Watts 20 & 22 June 2006 PAUL WATTS, CAPITAL MARKETS PARTNER Paul is a Corporate Finance Capital Markets Partner at Baker Tilly in London. He is a specialist in AIM IPOs, both in the UK and overseas, in a variety of market sectors. He also has extensive experience of acquisitions, investigations and due diligence assignments carried out for clients, bankers, venture capitalists and other providers of finance. Paul is a Fellow of the Institute of Chartered Accountants in England & Wales and a member of the Corporate Finance Faculty. He is also co-author of The Alternative Investment Market Handbook , published by Jordan s, and is involved in a number of other AIM initiatives, including the annual Taking AIM survey published by Baker Tilly. Contact details: paul.watts@bakertilly.co.uk www.bakertilly.co.uk Tel: +44 20 7314 6892 Baker Tilly, 2 Bloomsbury Street, London, WC1B 3ST 2 Introduction About Baker Tilly and AIM Preparation for flotation Key accounting issues Tax considerations Continuing obligations and corporate governance Case study 3 Baker Tilly 7th largest UK accounting firm 30 offices, 2,000 staff, 260 partners Baker Tilly International 8th largest network of independent accountancy firms worldwide 128 firms in 85 countries. $2bn fee income. 5th largest network in USA PALO ALTO: Frank, Rimerman & Co. SAN FRANCISCO: Frank, Rimerman & Co. SAN FRANCISCO: Miller, Kaplan, Arase & Co. BOSTON: Vitale, Caturano & Company 4 Winner of the Growth Company AIM Accountant of the year for the years 2003, 2004, 2005 and 2006 Acted for over 150 companies that have sought an IPO (including 44 in the last 12 months) Have over 120 AIM audit and tax clients Are represented on the London Stock Exchange AIM Advisory Group (the only practicing accountant) Have specialists in the tax benefit legislation and as such are authors of A Guide to AIM Tax Benefits a joint London Stock Exchange and Baker Tilly Publication Acted to AIM IPOs of many overseas companies In over 20 countries 7 USA companies 5 Grooming Suitability (profit trends) Corporate structure Non-core assets Board and management Employee benefits & share options Accounting policies Tax Investor relations Business plan 6 Global facing Products Market Emerging markets may be acceptable Acceptance of corporate governance Strong financial controls Country Risk Different investors have different perspectives 7 In Admission Document Historical financial information Working capital statement Profit Forecast (rarely) Pro forma financial information (sometimes) To Company and Nomad Financial due diligence - long form report Aim Application form Financial reporting systems and procedures declaration Working Capital - declaration Profit forecast - declaration 8 AIM Rules Issued by London Stock Exchange (July 2005) Prospectus directive (AIM PD) Standards for Investment Reporting (SIRs) issued by the UK auditing practices board APB) under ISAs SIR 1000 - General SIR 2000 Historical financial information SIR 3000 Profit forecasts SIR 4000 Pro forma financial information Accounting standards US GAAP, UK GAAP or IFRS 9 3 years audited financial statements Attached to admission document, or Comparative table with audit reports (if no adjustments), or Comparative table with Accountants ( audit ) report (most likely) Material subsidiaries acquired in last 3 years Standards for investment reporting (SIR 2000), requires ISAs Last 2 years in NEXT GAAP EU companies: IFRS/IAS ( for periods commencing 1 January 2007 ) Others: US, Australian, Canadian or IFRS Accountants report likely to be required Prior Year Adjustments GAAP change Nomad requests Additional disclosures applying to listed companies 10 Interim accounts If published must be included Required if admission document dated more than 9 months after audited year end May be unaudited (but Nomad often requires them to be audited) Audited accounts no older than 18 months from date of document if audited interims 15 months if unaudited interims 11 Introduction Executive Summary History and business Trading Results Financial Position Future Prospects Management and staff Sales and Selling Purchasing Accounting Systems and controls Taxation direct and indirect, employment Other environmental insurances 12 Company declaration: Procedures have been established which provide a reasonable basis for the directors to make proper judgements as to the financial position and prospects of the Issuer and its group Board Memorandum / Accounting procedures manual (template can be provided) Comfort letter / report by reporting accountants New procedures often required to be implemented to supplement existing ones 13 Statement by directors: Required: in their opinion having made due and careful enquiry, the working capital available to it and its group will be sufficient for its present requirements that is for at least twelve months from the date of admission Forecasts 18 months to 3 years Integrated model of profit, cash flow and projected balance sheets Detailed assumptions Visibility Sensitivity analysis Growth strategy Board memorandum/comfort letter by reporting accountants or Working capital report Includes funds to be raised Include IPO costs 14 Is the current structure tax-optimal? UK or non-UK holding company Issues arising from restructuring if not CGT on transfers Tax clearances Shareholder/director personal tax planning Employment-related securities rules 15 Formal role as reporting accountants Identify and quantify tax risks Draft suitable disclosures for admission document/comfort letter Responsibility for overall tax risks of structure Liaison with US tax advisers Tax due diligence Identify and quantify tax risks and compliance Corporate - Federal, State Payroll / employment Sales 16 Common issues in practice Scope creep and emerging facts Uncertainty about beneficial ownership Tax planning already implemented UK holding company, but operations in low taxed jurisdictions Non-UK holding company, but UK resident directors Potential tax liabilities with newly created groups Employment related securities Transfer pricing Controlled foreign companies Impact of new holdco on EIS/VCT relief 17 Tax benefits of AIM for investors Quoted, but unquoted! Tax breaks for cost of investment (smaller companies only) EIS VCT 10% CGT rate on exit after two years UK tax payers Relief from inheritance tax - UK domiciled individuals 18 Annual audited accounts Published within 6 months US GAAP (if US company) Half Yearly Reports Announce to market - 3 months after relevant period (max) Balance sheet, income statement, cash flow, certain notes Comparatives for corresponding period in previous year Need not be audited No quarterly reporting requirements Sarbanes-Oxley No requirements (in many cases but care needed) 19 No mandatory requirements for AIM companies Best practice based on combined code requirements Principles: Efficient management Effective management Entrepreneurial management Code of Best Practice for AIM companies Quoted Companies Alliance (QCA) QCA Link: http://www.qcanet.co.uk 20 (as at 30 April 2006) GATEKEEPER SYSTEMS INC* INTERNATIONAL METAL ENTERPRISES INC INVU INC LEGACY DISTRIBUTION GROUP INC OCEAN POWER TECHNOLOGIES PEACH HLDGS INC PLANET GROUP INC POLYFUEL INC SKY CAPITAL ENTERPRISES* SKY CAPITAL HLDGS* SOLAR INTEGRATED TECHNOLOGIES INC SPACELABS HEALTHCARE INC SPEARHEAD UTEK CORP* WEST 175 MEDIA GROUP INC* XL TECHGROUP INC 121MEDIA INC AKERS BIOSCIENCES INC ALLIED HEALTHCARE INTERNATIONAL INC AQUA BOUNTY TECHNOLOGIES INC BODISEN BIOTECH INC BURST MEDIA CORP CARDIOMAG IMAGING INC CLEAN DIESEL TECHNOLOGIES INC CROSS SHORE ACQUISITION CORP CYBERSCAN TECHNOLOGY INC DIC ENTERTAINMENT HLDGS INC ELCOM INTERNATIONAL* ENOVA SYSTEMS INC* ENTELOS INC FRONTERA RESOURCES CORP FRONTIER MINING * Baker Tilly acted 21 Enova Systems Inc. (AIM: ENOV) Admission to AIM July 2005 Raised $20 million Costs $2.1m (10.5%) Market capitalisation on IPO of $55 million Market capitalisation at 12/6/06 of $60 million Shares also traded on OTC Bulletin Board Based Torrance, CA Development and production of hybrid electric engines Reporting accountants: Baker Tilly Nomad and Broker: Investec 22 Agree timetable, responsibilities and scope Availability of historical audited accounts, US GAAP Auditing standards Provide checklists and templates Board memoranda - working capital, financial reporting Due diligence checklists Structure issues Legal and tax issues Corporate governance Look for solutions not problems 23 Palo Alto, San Francisco and Boston Paul Watts 20 & 22 June 2006 Introduction to Investec and AIM June 2006 2 Investec contact details Rupert Krefting Tel. +44 20 7597 5133 rupert.krefting@investec.co.uk Patrick Robb Tel. +44 20 7597 5169 patrick.robb@investec.co.uk Gary Clarence Tel. +44 20 7597 5197 gary.clarence@investec.co.uk Paul Gray Tel. +44 20 7597 5197 paul.gray@investec.co.uk 3 AIM background D istribution of com panies by equity m arket value Rapidly expanding market in terms of no. of companies 400 and credibility 340 As at the end of February 2006 there were 1,426 companies quoted on AIM the average market cap of AIM companies was £46m Sportingbet plc (an Investec client) was the largest capitalised company at £1,661.7m, followed by New Star Asset Management Group at £1198.3m and Sibir Energy at £1109.04m Number of companies 350 300 250 200 217 186 185 155 162 150 117 100 24 50 0-2 2-5 5 - 10 10 - 25 25 - 50 50 - 100 100 250 Market value range £m Only a very small number of institutions cannot invest in AIM companies IPO s on AIM: 335 companies in 12 months ended December 2005 with a value of £12.3bn raising £5.6bn 243 listed in AIM in the calendar year 2004 with a value of £6.4bn raising £2.3bn 8 6 500 1,000 Over 1,000 0 Source: London Stock Exchange 250 500 4 AIM vs NASDAQ statistics N umber of companies & t heir size 800 700 The constituents of the London Stock AIM 600 Exchange s AIM market are spread over a NASDAQ 500 much smaller market capitalisation than 400 the NASDAQ 300 200 100 As at 31 May 2006 the average market 0 < $10m $10m $25m $25m $50m $50m $100m $100m - $250m $250m $400m $400m $1bn over US$1bn cap for an AIM company was $95 million versus $1.2 billion on NASDAQ AIM average daily value traded since AIM launch (£m) 300 250 The average daily value traded on AIM 200 has steadily increased to £272.4 million as 150 of 2006 to April 100 50 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 to Apr 5 Characteristics required for a successful AIM floatation A successful flotation on AIM will exhibit the following characteristics: Experienced management team Strong track record Potential for growth Visibility of earnings Well defined market with strongly defendable position Competitive advantages Clearly communicated strategy Innovative product/service/technology 6 Characteristics required for a successful AIM floatation In relation to US businesses looking to float on AIM the following additional characteristics would be highly valued: International flavour to the business (non-US revenues or locations outside the US) Plans for international expansion Incorporation of holding company Willingness to Anglicise the Board with suitable Chairman and Non-Executive directors IFRS accounting standards Minimum size or fundraising requirements: Market capitalisation on float Free float and fundraising ideally above £50 million minimum £10m or at least 25% in public hands Maximum sell-down for management 30% 7 Benefits of an AIM listing Ability to raise capital Create a market in the company s shares - giving existing shareholders a potential opportunity to exit Encourage employee ownership option schemes Use equity as currency for acquisitions Enhanced company profile through increased press coverage and public reporting Enhance status- transparency of financial reporting 8 Likely Investors Access to this segment of the market via retail brokers and private client fund managers UK retail investors Can provide useful incremental demand for large UK IPO European and US investors Absolute return funds UK long only investors will provide the bulk of demand for the IPO Core UK Investors Demand not reliable but have been seen to participate meaningfully in recent IPOs 9 AIM listing requirement The principal requirements to list on AIM are: All shares of the same class must be admitted Must appoint a LSE approved Nominated Adviser Must appoint a Broker Produce an AIM admission document For pre-revenue companies one year lock-in 10 Indicative timetable WEEK1 Appoint Nominate Adviser Appoint Broker WEEK 2-6 WEEK 7 WEEK 8 Appoint accountants and lawyers Due Diligence legal Due Diligence financial Due Diligence commercial Due Diligence IT / other First draft Admission Document Draft due diligence reports First draft accountants report Second draft Admission Document WEEK 9 Final draft accountants report Final draft Admission document Ten day announcement released Marketing to institutions Six copies of final Admission documents submitted to the LSE WEEK 10 AIM declaration submitted Nominated Adviser announcement ADMISSION 11 The admission document Information required: - The company s principal activities, management, supervision - The company s financial position; assets, liabilities, and prospects in the form of an accountant s report Director s statement that working capital is sufficient for the next twelve months Director s directorships for the last five years Contractual arrangements entered into by the Company Persons interested in 3 per cent. or more of the company s share capital Introduction to Investec History Established in 1974 Today, efficient integrated international business platform employing 4,163 people, including 1,308 in the UK UK Market Cap £2.8bn Investment Banking Treasury and Specialised Finance PBT year to 31 March 05 of £222.4m S Private Client Activities AU 13 Investec: a distinctive specialist banking group Strategy CLIENT Property Activities Asset Management Client focused approach Delivering profitable solutions with distinction and integrity Investec distinction: Nimble, flexible, innovative and high level of service SA Culture Flat and efficient management structure Strong risk management and financial discipline Entrepreneurial culture - material employee ownership 14 Our focus We aim to be a dominant player in the mid market arena (£50 Full Service / International Model Bulge Bracket million to £1 billion) UK boutiques Small-cap focus Mid-market focus Large-cap focus 15 One of the most active banks on AIM AIM Equity Issues - January 2005 to April 2006 Client T ype Description Ludurom IX Europe 2 W ay Traffic Aurora Russia Cohort Sportingbet Civica Alltracel Pharmaceuticals CMR Fuel Cells Supporta Pursuit Dynamics Supporta Enova Systems MonsterMob Group Civica Melrose RDF Media Group Alternative Networks Average IPO IPO IPO IPO IPO Secondary placing Follow-on Follow-on IPO Follow-on Follow-on Follow-on IPO Follow-on Follow-on Follow-on IPO IPO £4.9m fundraising and admission to AIM £10.0m fundraising and admission to AIM £24.3m fundraising and admission to AIM £75.0m fundraising and admission to AIM £9.5m placing and admission to AIM £65.5m secondary placing of Sportingbet shares with institutional investors £26.0m placing and £49.8m acquisition of Comino Group £1.1m cash placing at 11p per share £35.7 million admission to AIM £6.9m placing and £6.5m acquisition of Independent Living Organisation Limited £8.0 million placing £6.0m placing and acquisition of Roger P. Dudley Limited £11.5 million placing and admission to AIM £20.0m cash placing £10.0m cash placing and acquisition of Flare Software Systems (UK) Limited £429.0m acquisition of Dynacast Group and McKechnie Group and £200.0m fundraising £48.8 m IPO £44.3 m IPO Source: Datastream April 2006 Completion Date Funds Raised ($m) Current Market Cap ($m) After market performance 2006 2006 2006 2006 2006 2006 2006 2006 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 8 16 40 130 17 116 46 2 18 12 14 10 20 36 17 349 49 22 57 11 90 198 130 48 2969 222 25 80 101 146 101 44 342 222 678 138 90 356 22% 36% 4% n/a 9% 3% 7% 7% 26% 16% 8% 53% 114% 33% 17% 49% 52% 12% 29% 16 UK Small Cap Fund Managers rate Investec as No.1 AIM broker Investec s AIM client list AIM BROKER SURVEY 2006 What UK Small Cap Fund Managers think (28 APRIL 2006) Questions asked I would invest in its IPOs 1st I would make time to read its research 1st I would meet companies it floats Top AIM Broker 1st Investec's AIM Clients Investec Role 2 Way Traffic Alltracel Pharmaceuticals PLC Alternative Networks PLC Anzon Energy PLC Aurora Russia PLC Civica PLC CMR Fuel Cells PLC Cohort PLC CRC Group PLC Datacash Group PLC Enova Systems IX Europe PLC Lodurum PLC Lok'nStore Group PLC MacLellan Group PLC Matrix Communications PLC MonsterMob Group PLC Northern Petroleum PLC Pipex Communications Pursuit Dynamics PLC RDF Media Group PLC Ridge Mining PLC Sportingbet PLC Supporta PLC TRL Electronics PLC Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Broker Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor and Broker & Joint Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker and Broker MarketCap (£m) 116.7 81.7 50.6 81.7 73.9 125.3 45.0 31.7 18.1 64.4 24.6 52.6 6.2 44.2 92.3 36.2 192.6 38.6 318.0 82.2 77.7 26.7 1674.2 57.0 57.0 17 UK Small Cap Fund Managers rate Investec as No.1 AIM broker Investors Chronicle Top AIM Brokers 2006 Overall Score Source: Investors Chronicle (28 April 2006) Investors Chronicle Top 30 AIM Brokers 2006 Overall Score 18 Investec AIM credentials Investec recent AIM client wins Recent AIM IPOs RDF MEDIA GROUP PLC CMR FUEL CELLS PLC 2WAY TRAFFIC N.V. LUDORUM PLC IX EUROPE PLC May 2005 November 2005 April 2006 April 2006 April 2006 Raised: £29m Raised: £11.5m Raised: £24.3m Raised: £4.9m Raised: £10m 61% 32% 4% 22% 36% Ludorum plc (market cap £6.2m) Northern Petroleum plc (market cap £83.3m) Appointed Adviser & Broker in April 2006 Appointed Adviser & Joint Broker in December 2005 IX Europe plc (market cap £52.6m) Sportingbet plc (market cap £1,605.7m) Appointed Adviser & Broker in April 2006 Appointed Adviser & Broker in September 2005 2 Way Traffic (market cap £116.7m) Alltracel Pharmaceuticals (market cap £12m) Appointed Adviser & Broker in April 2006 Appointed Adviser & Broker in September 2005 Aurora Russia plc (market cap £73.9m) Enova Systems Inc (market cap £48m) Appointed Adviser & Joint Broker in March 2006 Appointed Adviser & Broker in July 2005 CMR Fuel Cells plc (market cap £47.2m) RDF Media Group plc (market cap £79.9m) Appointed Adviser & Broker in December 2005 Appointed Adviser & Broker in May 2005 19 All of our IPOs in 2004 and 2005 are trading above issue price 52% 107% ATTENTIV DIGNITY March 2004 April 2004 Raised: £32m Raised: 87% VIRGIN MOBILE July 2004 Raised: £125m 171% TRL ELECTRONICS 71% INCAT INTERNATIONAL 11% ALTERNATIVE NETWORKS July 2004 November 2004 February 2005 Raised: £13m Raised: £13m Raised: £13m 104% 63% 32% STHREE CMR FUEL CELLS £184m 61% RDF MEDIA GROUP 71% MELROSE 40% LAND OF LEATHER ENOVA SYSTEMS May 2005 May 2005 July 2005 July 2005 November 2005 December 2005 Raised: £29m Raised: £202m Raised: £37.5m Raised: £11.5m Raised: £91.3m Raised: £11.5m Re-Admission Following reverse Acquisition 20 500 0 Clinical Computing Ludorum Lorien Alltracel Pharmaceuticals CRC Group Reed Health Group Treatt Ridge Mining Cohort Fibernet Group Carr's Milling Matrix Communications Nord Anglia Education CMR Fuel Cells Lok'n Store Group Ferraris Group Alterian Enova Systems Bioquell Alternative Networks Northern Petroleum IX Europe Havelock Europa Plasmon Supporta Datacash Group Sportech Vislink OPD Group Anzon Energy Aurora Russia TRL Electronics RDF Media Group Pursuit Dynamics Aurora Russia Maclellan Group Land of Leather Holdings Alphameric 2Way Traffic Civica Communisis SDL Alba John David Group Richmond Foods Clinton Cards Alexon Group British Polythene Arena Leisure Bespak Robert Walters Incisive Media Morse AG Barr MonsterMob Group TDG Devro Robert Wiseman Dairies Ted Baker Care UK European Motor Holdings Bloomsbury Publishing Mothercare Johnson Service Group Datamonitor Cranswick Thus Group Huntleigh Technology House of Fraser Pipex Communications Homestyle Group Chemring Group Whatman Dignity RPS Group Erinaceous Group Melrose Paddy Power Greencore Group JKX Oil & Gas Workspace Group Enodis Virgin Mobile Holdings Kingspan Group Sportingbet Carphone Warehouse Market Cap (£m) Retained clients £1627m £1374m £968m £2479m 800 700 600 AIM Official List 400 300 200 100 Appendix 1 22 UNDERSTANDING EDUCATION IPO structure and marketing process Structure Investor targeting Due diligence and documentatio n Due Diligence and Documentation Advisers Initial due diligence UK demand is key Corporate structure Key selling messages Finalise institutional target list (circa Issue size and syndicate structure position the Company 50 one-to-one meetings) Timing address potential concerns Test marketing Incentive plans Draft Admission Document / Board composition/committees Prospectus Investor relations UKLA if process Prospectus required Structure Investor Targeting Analyst presentation Roadshow presentation Analyst pre-marketing 23 IPO structure and marketing process PRICE DISCOVERY The Research Analyst briefing is an essential step towards ensuring harmonised pre-deal research on behalf of syndicate analysts Research Preparation Objectives Educate all analysts fully on the Company Story Ensure consistency of marketing messages Marketing Management fully brief analyst EDUCATION Analysts and specialist technology sales invited to visit the Company s headquarters Investor targeting Research Preparation Strategy Draft research reports reviewed by Company legal advisers and Management to ensure consistent message and accuracy Reports published UNDERSTANDING Blackout period commences (and lasts until 40 days after admission) Due diligence and documentatio n Structure 24 IPO structuring and marketing process PRICE DISCOVERY The pre-marketing led by Research and Sales teams is a key opportunity to educate and market to the most appropriate investors Educate potential investors Pre-Marketing Marketing Objectives Identify actual investors Communicate key strengths and concerns Understand investors preliminary view on the valuation and price sensitivity EDUCATION Build momentum for the transaction in advance of the roadshow Assign priority research coverage of accounts to syndicate members Investor targeting Conduct thorough analysts roadshows to educate high priority accounts Pre-Marketing UNDERSTANDING Strategy Due diligence and documentatio n Structure Collect and compile feedback from investors and syndicate Analyse and address key issues on the roadshow Target and contact interested investors for one-on-ones and group meetings Prepare investors for management meetings 25 PRICE PRICE DISCOVERY DISCOVERY IPO structuring and marketing process Research report Written by Investec Securities distributed by email and hard copy to extensive list Published at least 2 weeks before Management roadshow Marketing Material Marketing slides Worked up by the company and Investec Marketing Around 20 slides EDUCATION 40 minutes presentation time and questions Personnel Investor targeting Probably CEO and FD from the company Test marketing UNDERSTANDING Prior to publication of Research coverage and Analyst roadshow Due diligence and documentatio n Marketing Programme Visit 6 key potential investors Gain early view of demand and price sensitivity Roadshow period 2-3 weeks Typically 6 x 1-2-1 meetings at investor premises, plus group lunch each day Structure One hour meetings + 15 minutes transfer 60+ presentations likely 26 IPO structuring and marketing process The roadshow is the most critical part of the process providing investors with direct management contact and the key opportunity for management to address any investor concerns External day Typical roadshow Convert warmed-up potential investors into buyers Roadshow objectives 8.00 Investor breakfast (group or individual) Meeting management Addressing issues 9.00 10.00 11.00 Complete investor education We would work closely with you in drafting a roadshow presentation One-on-One s with key investors (2 or 3) (45 minutes of presentation including by 10-15 minutes Q&A session) We will prepare Q&A book 12.00 13.00 Two to three rehearsals (including funding Q&A sessions) will be Investor lunch (group or individual) Roadshow preparation and strategy 14.00 15.00 16.00 scheduled Training if required will be arranged Presentation to sales force prior to the roadshows as a warm-up Educate sales force and create ownership of offering One-on-One s with key investors (2 to 4) Enable the sales force to have a better understanding of the management 17.00 Feedback on group meetings and one-on-ones will be provided 18.00 throughout The success of one-on-one meetings determines the outcome of the 19.00 Dinner/drinks with investors 20.00 offering 27 PRICE DISCOVERY Maximise allocation to investors who will buy, hold and buy more. Scope to determine level of cover and aftermarket performance Pricing and allocation We will decide on the allocation based on factors including Salesforce feedback Timing of order entry (demand increase, limit changes) Participation in one-on-ones, roadshow, research calls Price limits Marketing Marketing Size of order relative to average holding size Previous experience in new issues (demand increase, limit changes) EDUCATION Likely aftermarket behaviour (aftermarket order) UNDERSTANDING PRICE DISCOVERY IPO structure and marketing process Investor targeting Investor targeting Due diligence and documentatio n Structure 28 PRICE DISCOVERY Aftermarket support Market Intelligence Constant monitoring of the Company s share price and trading volumes Information on the buyers and sellers of the Company s shares Pricing and allocation Investor Relations Share register analysis Advice and assistance in targeting new investors Marketing Marketing Marketing Roadshow co-ordination Investor feedback EDUCATION Assistance in preparation of Investor Materials and Company announcements Investor Investor targeting targeting Investor targeting Corporate Advice on All LSE issues and other technical issues Likely stock market reaction to proposed announcements Structuring equity transactions and further sell downs UNDERSTANDING PRICE DISCOVERY Aftermarket support Due diligence and documentation Structure Structure Execution of equity transactions Appendix 2 Other considerations 30 The formation of the Board Combined Code: The Board - Every listed company should be headed by an effective board, which is The Combined Code does not apply to AIM collectively responsible for the success of the company On 13 July 2005, the Quoted Companies Alliance (QCA), Chairman and chief executive - There should be a clear division of responsibilities the representative body for small and mid-cap quoted at the head of the company between the running of the board and the executive companies published its first corporate governance responsibility for the running of the company's business. No one individual should guidelines for AIM Companies have unfettered powers of decision They include a code of best practice for AIM companies, Board balance and independence - The board should include a balance of comprising some simple principles, intended as a minimum executive and non-executive directors (and in particular independent non- standard, and recommendations for reporting corporate executives) such that no individual or small group of individuals can dominate the governance matters board s decision making Appointments to the Board - There should be a formal, rigorous and transparent procedure for appointment of new directors Information and professional development - The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge Performance evaluation - The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors Re-election - All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. The board should ensure planned and progressive refreshing of the board 31 Employee incentivisation Share incentives granted and exercised pre/on IPO are a PreIPO matter for selling shareholders Approved share incentive schemes 5-10% under option rolling over 10 years Company share option plans (CSOP) Savings related share option schemes (SAYE) Post IPO - Free shares (<£3k to employees in tax year) - Partnership shares (employee buys shares from own pre-tax income. Max: < £1.5k p.a or 10% of pay) PostIPO Grants to be phased over a period of years Share incentive plans (SIP - Matching shares (free additional company supplied Exercise of options require Company performance hurdles, typically a mixture of total shareholder return and EPS growth shares to employees buying partnership shares. Max of 2 matching shares for every1 acquired) - Option grant spread throughout organisation Dividend shares Unapproved share incentive schemes IFRS impact expensed to P&L Unapproved share option schemes LTIP Deferred share bonus scheme Specialist advice from New Bridge Street Big 4 accountancy practice Law firms Appendix 3 AIM case studies 33 AIM flotation IX Europe plc IX Europe is one provides datacentre capacity and service to enterprise, Internet and telecoms customers such as Merrill Lynch, Capgemini, Google £10 million placing IX Europe intends to use the proceeds of the placing for the repayment of a £5 million bridging loan and and admission to AIM shareholder loans of £1.9 million. Further proceeds will contribute to the fit out of a further large planned datacentre in the West of London Adviser & broker The company announced its intention to list on AIM on 22 March 2006 and was admitted to trading on 7 April April 2006 2006 In addition to Admission the Company also raised £10 million through an institutional placing Shareholders: - Cazenove 7.25% - Balyasny Asset Management - Fincapital - Ruffer Investment Managers - Jupiter - British Steel - Merrill Lynch Investment Managers - JO Hambro 2.17% 2.17% 2.17% 1.94% 1.65% 1.45% 1.54% 34 AIM flotation Ludorum plc Ludorum was recently established to focus on rapidly evolving technology platforms through which to distribute intellectual property (IP). The primary focus of the company will be on the media and entertainment fields £4.9 million placing and admission to AIM The primary reason for their listing on AIM was to give the Company a higher pro¢le than if it were an unquoted company and provide access to capital which will be required to implement its strategy. Pending identification of suitable investments, the net proceeds of the placing will be used to fund the working capital Adviser & broker requirements of the Company which may include any acquisition costs incurred by the Company. April 2006 The company was admitted to trading on AIM on 3 April 2006 In addition to Admission the Company also raised £4.9 million through an institutional placing Shareholders: - DC Thomson & Co Ltd 20.0% - Foreign & Colonial - Ruffer Investment Management - Taube Hodson Stonex Partners Ltd - Gartmore - Revera Asset Management - Hargreave Hale - Savoy Asset Management 12.1% 10.1% 8.0% 8.0% 5.1% 5.0% 10.1% 35 AIM flotation Aurora plc Aurora established to acquire interests in small and mid-sized private companies in Russia which are focused on the financial, business and consumer services sectors £ 75 million placing and admission to AIM Aurora Russia intends generally to take equity stakes of greater than 20 per cent. in each portfolio company. It is anticipated that each equity investment will typically be between £5 million and £25 million The primary reason for their listing on AIM was to fund investments in accordance with its investment policy Adviser & joint broker and strategy, to pay ancillary costs and for general corporate purposes. March 2006 The company announced its intention to list on AIM on 14 March 2006 and was admitted to trading on 24 March 2006 In addition to Admission the Company also raised £75 million through an institutional placing Shareholders: - RAB Capital 10.7% - Scottish Widows - New Star Asset Management - Fidelity Investment Services - Aegon - TT International - Framlington Investment Management - Henderson 10.0% 8.9% 6.9% 6.7% 6.6% 6.0% 6.3% 36 AIM flotation 2Way Traffic plc 2waytraffic is an international developer and exploiter of revenue generating interactive television content and mobile content for mass audiences £ 24.3 million placing and admission to AIM 2waytraffic intends to The Group markets its mobile content business by targeting subscribers through broadcasting interactive commercials on carefully selected broadcasters in North America, Central Europe and Asia which address the target audience for these services. The primary reason for their listing on AIM was to provide the Company with access to capital markets and provide an Adviser & broker acquisition currency which will allow it to play an active role in the consolidation of the interactive content value chain March 2006 where appropriate opportunities arise. The Company was admitted to trading on AIM on 7 April 2006 In addition to Admission the Company also raised £24.3 million through an institutional placing Shareholders: - Kempen & Co 8.3% - TT International Investment Management - BWD Rensburg - Trafalgar Asset Management - RC Brown Investment Management - Baring Asset Management - New Star Asset Management - Hargreave Hale - Rathbones 7.1% 1.2% 1.2% 7.0% 1.6% 1.4% 1.8% 8.3% 37 AIM flotation Cohort plc Cohort's sole initial trading subsidiary, Systems Consultants Services Limited ("SCS"), is a leading Cohort PLC independent defence technical services business based in Henley-on-Thames, Oxfordshire in the United Kingdom. £ 9.5 million placing and admission to AIM SCS provides a range of technical services to clients in the defence and security sectors, its principal client being the UK Ministry of Defence ("MOD") Adviser & broker The primary reason for their listing on AIM was to capitalise on opportunities to grow, both organically and March 2006 through acquisition, in the defence technical services market. The company announced its intention to list on AIM on 28 February 2006 and was admitted to trading on 8 March 2006 In addition to Admission the Company also raised £9.5 million through an institutional placing Shareholders: - Unicorn Asset Management - Schroder Investment Management - Societe Generale Asset Management 8.40% - Framlington Investment Management 7.24% - Octopus 7.11% - Invesco 4.53% - Hargeave Hale 4.27% 10.67% 10.47% 38 AIM flotation RDF Media Group plc RDF Media Group plc, established in 1993, is one of the UK s leading independent television production and distribution companies £28 million placing and admission to AIM Adviser & broker May 2005 The primary reasons for listing on AIM was the Director s belief that a quotation on AIM was the next step in achieving the Company s long term growth strategy. The Admission will enable the Company to pursue this strategy. The Company announced its intention to list on AIM on 4 April 2005 and was admitted to trading on 4 May 2005 In addition to Admission the Company also raised £27.9 million through an institutional placing Shareholders: - Insight Investment Management 10.8% - Cazenove Fund Management 10.8% - Merrill Lynch Investment Management 9.8% - Standard Life Investments 9.0% - M&G Investment Management 6.2% - Scottish Widows 5.7% - Canada Life 4.8% - Aegon Asset Management 4.0% 39 AIM flotation Alternative Networks plc Alternative Networks plc is the leading UK independent business to business telecommunications reseller, offering mobile, fixed-line and data products to UK SME and small corporate customers £13 million placing and admission to AIM The primary reasons for their listing on AIM was the regulatory ease of making future acquisitions and the favourable tax status afforded to certain AIM investments The Company announced its intention to list on AIM on 15 February 2005 and was admitted to trading on 18 Adviser & broker February 2005 February 2005 In addition to Admission the Company also raised £12.7 million through an institutional placing Shareholders: - New Star Asset Management 2.8% - Merrill Lynch Investment Management - JP Morgan Fleming Asset Management - Aegon Asset Management - Insight Investment Management - UBS Asset Management - Framlington Investment Management - Scottish Widows plc 2.8% 2.7% 2.3% 1.9% 1.4% 1.2% 1.2% 40 AIM flotation INCAT International plc INCAT International PLC is a US-based global provider of software and associated services to automotive, aerospace and industrial manufacturers £13 million placing and admission to AIM The primary reason for their listing on AIM was its suitability for fast-growing companies whose revenues are derived mainly from overseas The company announced its intention to list on AIM on 16 November 2004 and was admitted to trading on 30 Adviser & broker November 2004 November 2004 In addition to Admission the Company also raised £13.0 million through an institutional placing Shareholders: - Framlington Investment Management - Hermes Investment Management - Global Asset Management 4.5% - British Steel Pension Fund 3.5% - Cazenove Fund Management - Herald Investments - RC Brown Investment Management - Liontrust Investment Services 5.8% 4.9% 3.5% 2.2% 2.1% 1.8% The Company was acquired by the Tata Group in October 2005 for a 71% premium to the issue price. 41 AIM flotation Anzon Energy plc Anzon Energy PLC is an Australian based oil and gas development and production group The primary reason for their listing on AIM was to exploit the acquisitive and growth opportunities which exist £45 million introduction to AIM in the global oil and gas market. The admission would also enhance Anzon s profile as a quoted company and to provide access to a wider pool of equity finance. Adviser & broker November 2004 The company announced its intention to list on AIM on 14 November 2005 and was admitted to trading on 16 November 2005 42 AIM flotation Enova Systems plc Enova Systems is a US based company that develops and produces power management systems for transportation vehicles in addition to providing these systems for stationary power applications. £ 31.7 million placing and admission to AIM Adviser & broker The primary reason for their listing on AIM was to strengthen its balance sheet, accelerate research and development expenditure and expand its production capabilities. The company announced its intention to list on AIM on 19 July 2005 and was admitted to trading on 26 July 2005 July 2005 In addition to Admission the Company also raised £11.5 million through an institutional placing Shareholders: - JO Hambro Capital Management Ltd - Global Asset Management - Framlington Investment Management - Merrill Lynch Investment Managers - New Star Asset management - Newton Investment Management - Invesco - R C Brown Investment Management 15.7% 12.1% 8.7% 8.7% 8% 7.1% 7% 5.3%