Listing in London November 2005 Agenda The London markets and Russia Why consider accessing the international capital markets? Why London’s Main Market? – – – – Range of markets Flexible regulation Access to capital Access to liquidity AIM – the benefits of accessing the world’s most successful growth companies market Case studies Questions? November 2005 2 London Stock Exchange - key statistics Admitted companies (inc AIM) 2,494 domestic companies 519 international companies 1,311 AIM Market capitalisation UK listed: US$3,020bn International listed: US$3,786bn AIM: US$88bn Equity turnover (Jan-Dec 2004) Main Market: US$4,447bn domestic US$4,614bn international GDRs: US$109bn AIM: US$34.8bn Source: London Stock Exchange – September 2005 November 2005 3 Companies on the London Stock Exchange: Russian focus November 2005 18 Companies traded on the LSE Main Market In 2004, the total trade volume in Russian DR’s was over US$63.96bn Privatisation expertise in London Balanced approach to corporate governance Gateway to European consumers and investors Source: London Stock Exchange trade statistics 4 Companies listed in London, Main Market AO TATNEFT GAZPROM LUKOIL OMZ EFES Breweries International SISTEMA PYATEROCHKA EVRAZ Group NOVATEK Companies traded in London, Main Market MMC NORILSK NICKEL AO MOSENERGO SURGUTNEFTEGAZ ROSTELEKOM WIMM BILL DANN FOODS SIBNEFT MOBILE TELESYSTEMS OJSC UNIFIED ENERGY SYSTEMS OF RUSSIA YUKOS November 2005 Source: London Stock Exchange trade statistics 5 Companies on AIM with CIS focus -22 companies ARICOM ORIEL RESOURCES AVOCET MINING PALLADEX CARDINAL RESOURCES PETER HAMBRO CELTIC RESOURCES EUREKA MINING FRONTIER MINING RAMBLER MEDIA RAVEN RUSSIA REGAL PETROLEUM HAMBLEDON MINING SIBIR ENERGY HIGHLAND GOLD TRANS SIBERIAN KRYSO RESOURCES UKRPRODUCT NELSON RESOURCES URALS ENERGY OXUS GOLD VICTORIA OIL November 2005 Source: London Stock Exchange trade statistics 6 Case Study: London – a leader in international trading Trading Value on Russian DRs 70,000 Value (million USD) 60,000 50,000 40,000 30,000 20,000 10,000 2001 2002 2003 2004 2005YTD Date The Exchange’s member firms traded around US$64bn of Russian securities in 2004, representing around 59% of the total trading volume on the IOB for 2004. November 2005 Source: London Stock Exchange trade statistics 7 Company growth Liquidity Increasing and maintaining liquidity Capital Raising it efficiently & effectively when required Profile Growth Maximising marketing/PR opportunities Independent Market Expertise Recommendations on how to maximise the value of joining a London market The LSE supports customers in maximising shareholder value through supporting capital raising and generating liquidity whilst maximising opportunities from their increased profile November 2005 8 Sistema CAPITAL: Case study - Main Market GDRs Sistema is the largest Russian IPO ever and the biggest international IPO on the London Stock Exchange since Orange in 2001. Core business activities Sistema is the largest private sector consumer services company in Russia and the CIS, with over 35 million customers. Founded in 1993, the company reported revenues of US$ 4.1 billion for the first nine months of 2004 and total assets of US$ 7.7 billion. Transaction Synopsis Date of Admission : Market: Transaction: Money raised: Turnover (first 11 days): FTSE Classification: 14 February 2005 Main Market Placing $1.56 billion $2.54 billion Diversified Industrials “London is a major capital markets center and the choice of the London Stock Exchange reflects our desire to attract a broad institutional shareholder base, as well our strategic partnerships with leading global companies based in Europe”. Vladimir Evtushenkov, President of Sistema November 2005 9 Lukoil OAO LIQUIDITY: Case study – Main Market ADR’s 4,000 Transaction Synopsis Monthly traded values of LUKOIL's shares 3,500 Date of Admission : Market: Transaction: Market Capitalisation: FTSE Classification: 3,000 $ Millions 2,500 2,000 1,500 1,000 7 August 2002 Main Market Placing US$34 billion Oil integrated 500 Jan-03 Jul-03 Jan-04 Date Jul-04 Jan-05 Jul-05 “We listed ADR’s on the London Stock Exchange in August 2002 and are delighted with the recent ADR listing and the volume of trading.” Mr Alekperov, President The increased level of information transparency and corporate governance has fuelled the liquidity of Lukoil securities. Lukoil DR’s are one of the most liquid securities on the London’s IOB. November 2005 10 PROFILE: Case study – Main Market ADR’s Core business activities OMZ (Uralmash - Izhora Group) is one of the largest Russian heavy industry enterprises. The Company has manufacturing and engineering operations in Russia and the Czech Republic and representative offices in India and China. OMZ Transaction Synopsis Date of Admission : Market: FTSE Sector: 30 September 2003 Main Market Engineering - General “The listing of our DRs on the Official List of the UK Listing Authority is a significant step in our efforts to increase the transparency of our company for our investors, customers, employees and partners.” Kakha Bendookidze, Chief Executive Officer November 2005 11 London attracts companies raising capital Breakdown of the Western European IPO Market 2004 Other 1% Euronext 7% Madrid 1% Deutsche Borse 2% Borsa Italia 2% LSE 79% Main Market 18% AIM 82% Scandinavian Exchanges 8% London dominated the European IPO market in the year 2004 with 79% of all IPOs November 2005 Source: London Stock Exchange trade statistics and individual exchange websites 12 London Stock Exchange: the choice for international companies Total number of IPOs on the LSE, Nasdaq and NYSE 2000 to 2004 400 London Stock Exchange 350 Nasdaq NYSE Total No of IPOs 300 250 200 150 100 50 0 2000 2001 2002 2003 2004 • London Stock Exchange - 423 new companies joined in 2004, 293 of which were IPOs, 49 of which were international • NYSE – 131 IPOs in 2004, 11 companies of which were international • Nasdaq – 166 IPOs in 2004, 18 of which were international November 2005 Source: London Stock Exchange and individual exchange websites 13 London Stock Exchange – 16 Intl Companies on the MM in 2005 Company Name Country of Origin Admission Date FRUTAROM INDUSTRIES Israel 08/02/2005 55 KUMHO TIRE CO INC South Korea 16/02/2005 367 SISTEMA JSFC Russia 14/02/2005 1,560 UTI BANK India 22/03/2005 240 NEWS CORP USA 18/04/2005 0 SREI INFRASTRUCTURE FINANCE India 21/04/2005 34 PYATEROCHKA HLDG N.V. Netherlands 11/05/2005 562 AGCERT INTERNATIONAL Eire 08/06/2005 109 EVRAZ GROUP SA Luxembourg 08/06/2005 417 PARTYGAMING Gibraltar 30/06/2005 1,632 BANCO SANTANDER CENTRAL HISPANO Spain 01/07/2005 0 OAO NOVATEK Russia 27/07/2005 966 888.com Gibraltar 04/10/2005 270 BANKMUSCAT Oman 05/10/2005 163 INVESTCOM UAE 11/10/05 700 KHAZAKHMYS Kazakhstan 12/10/05 1,124 November 2005 Source: London Stock Exchange - 2005 Money Raised US$m 14 London has the widest choice of proven markets globally A choice of globally respected markets supported by a wide range of institutional & retail investors Main Market Supports the capital raising activities of earlier stage companies in their initial growth period. 1,311 issuers Supports the capital raising activities of more established companies seeking further growth. 1,702 issuers No other Exchange globally can offer the same choice of markets with the same breadth and depth of investors November 2005 Source: London Stock Exchange – September 2005 15 Key differences between our markets Regulation by the LSE No trading record required No minimum amount of shares to be in public hands In most cases, no prior shareholder approval required for transactions Normally, admission documents not pre-vetted by Exchange or UKLA but by nominated adviser Nominated adviser required at all times Pre-vetting of admission documents by the UKLA Compliance required with the rules of the UKLA Normally a three-year trading record required Minimum of 25% shares in public hands Prior shareholders approval for certain transactions Sponsors needed for certain transactions Main Market AIM and Main Market are structured differently to assist different types of companies November 2005 16 AIM: the international market for smaller and growing companies AIM Key statistics November 2005 • AIM companies: 1,311 • Overseas AIM companies: 185 • New companies on AIM in 2004: 355 - 294 UK - 61 overseas • Capital raised since 1995: US$35bn • Capital raised in 2004: US$8.8bn - US$ 7.8bn UK companies - US$ 1.02bn overseas companies Source: London Stock Exchange trade statistics – September 2005 17 AIM – since launch YTD 2005, there were 389 admissions to AIM, the largest number since launch. Number of AIM Admissions 1995 to September 2005 450 389 400 355 ADMISSIONS 350 277 300 250 177 200 150 123 145 107 100 160 162 2002 2003 102 75 50 0 1995 1996 1997 1998 1999 2000 2001 2004 2005 YEAR November 2005 Source: London Stock Exchange trade statistics – September 2005 18 AIM – Admission Process All companies must appoint a Nomad at all times Advisers such as accountants and lawyers are brought on board to assist with the floatation AIM companies normally work alongside an Investor Relations Company. The Nomad will advise on this. The Nomad will draft and prepare the AIM admission documentation and carryout the due diligence required. A 10 day announcement is required by all AIM applicants giving notification of your intention to join the market November 2005 19 AIM - 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 November 2005 20 AIM companies by market capitalisation Distribution of AIM Companies by market value September 2005 300 275 Number of companies 250 203 214 199 200 145 150 129 87 100 50 27 0 less than $3.5m $3.5m to $8.8m $8.8m to $17.6m $17.6m to $44m $44m to $88m $88m to $176m $176m to $440m more than $440m Market Value Range ($m) 79% of companies on AIM have a market capitalisation under $50million. 27 companies on AIM are capitalised above $440million. November 2005 Source: London Stock Exchange trade statistics – September 2005 21 AIM: a diverse market 18,000 Market Capitalisation ($m) 16,000 No. of Companies 250 12,000 150 10,000 8,000 100 6,000 4,000 50 General Retailers Real Estate Pharmaceuticals & Biotechnology Media & Entertainment Leisure & Hotels 0 Software & Computer Services Speciality & Other Finance Mining 0 Support Services 2,000 AIM – a diverse market, with 33 sectors represented. November 2005 Source: London Stock Exchange trade statistics – September 2005 22 No of companies 200 14,000 Oil & Gas Market capitalization ($m) Top 10 AIM sectors by market capitalization and no of companies for September 2005 Secondary markets Average daily turnover = £72million 6,600 average bargains per day during 2004 Market is price driven – prices quoted and liquidity provided by 33 market makers One AIM Index at present – FTSE AIM Index - which comprises all AIM companies Liquidity varies across the market November 2005 Source: Teather & Greenwood, Institutional Investors in AIM 23 Investment in AIM All but one of the main UK institutions invests in AIM Value of Institutional holdings = £10billion Top 3 by value: CDS & Co, Fidelity, Artemis, Chase, Foreign & Colonial Top 5 by number of investments: Foreign & Colonial, Artemis, Fidelity, Framlington, Gartmore 80% of secondary market bargains are retail November 2005 Source: Teather & Greenwood, Institutional Investors in AIM 24 Case study – Russian AIM Company, Celtic Resources Hldgs Celtic Resources Transaction Synopsis Date of Admission : 14 October 2002 Market: AIM Transaction: Placing Market Cap. at admission: US$68m Capital raised: US$9.4m Mkt. Cap. as of 06 Sept 2005:US$244m FTSE Classification: Gold Mining Core business activities The ownership and operation of gold mines in Russia and Kazakhstan, two of which are already in production. The Group is also exploring and developing other base metal and hydrocarbon prospects in the Former Soviet Union, and holds minor oil and gas interests in the UK. Celtic Resources Hldgs Turnover TOTAL M nthly Value US$ Total Shares 25 Total no. of shares (m) 250 20 150 15 100 10 50 5 Total Monthly Value $m 200 0 0 Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar- Apr- May- Jun- Jul04 04 04 04 04 04 05 05 05 05 05 05 05 Date November 2005 25 Case study – Russian AIM Company, Peter Hambro Mining Plc Peter Hambro Mining Plc has 10 gold sites, two of which, Pokrovskiy and Pioneer are in production. Pokrovskiy is where Peter Hambro Mining Plc started mining and produced its first gold in 1999. It is approximately 320 km north-northwest of the regional capital, Blagoveschensk, and 50 km north of the border with China. Pioneer entered production this year and is located approximately 40 km from Pokrovskiy. Peter Hambro Mining Plc is involved in the mining of gold ore and the production of dor bars which are sent for refining into London Good Delivery bars of gold and silver at a refinery in Krasnoyarsk. Most of the gold is currently sold to Sberbank in Moscow and the silver is sold to other banks in Russia. Under Russian law, the group has the right to export its product, once refined, to be sold for hard currencies. November 2005 29 April 2002 AIM Placing US$67m US$20.3m US$1.09bn Gold Mining Peter Hambro Mining Plc Turnover 350 30 TOTAL M nthly Value US$ 300 25 Total Shares 250 20 200 15 150 10 100 Total no. of shares (m) Core business activities Transaction Synopsis Date of Admission : Market: Transaction: Market Cap. at admission: Capital raised initially: Mkt. Cap. as of 6 Sept.2005: FTSE Classification: Total Monthly Value $m PETER HAMBRO MINING 5 50 0 0 Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar- Apr- May- Jun- Jul04 04 04 04 04 04 05 05 05 05 05 05 05 Date 26 Case study –Ukrproduct (UPG)- First Ukrainian group on AIM Ukrproduct Group Ltd Core business activities Ukrproduct Group (UPG) is one of Ukraine's leading producers of branded foods, the company's main business focuses on the production and distribution of branded food products, namely packaged butter and processed cheese, to wholesale and retail outlets in Ukraine through its own distribution network. UPG also produces dried-milk powder for export to countries across Europe as well as the Far East. Transaction Synopsis Date of Admission : 11 February 2005 Market: AIM Transaction: Placing Market Cap. at admission: US$41m Capital raised initially: US$11m Mkt. Cap. as of 06 Sept.2005: US$45 FTSE Classification: Food Processors The funds raised will be utilised to invest in: •New plant & equipment in core sectors •Expansion of distribution network •Provide additional working capital for the group November 2005 27 Case study – Nelson Resources – Among the largest placings on AIM NELSON RESOURCES Core business activities Nelson Resources is a fast-expanding Bermuda-registered, Toronto-listed independent, which over the past two years has picked up several oil production projects in Kazakhstan and which recently made its debut on the London Stock Exchange's AIM market Transaction Synopsis Date of Admission : Market: Transaction: Market Cap. at admission: Capital raised: FTSE Classification: Nominated Advisor: Broker: 19 July 2004 AIM Placing US$886m US$120m Oil & Gas Canaccord Capital Limited Hoare Govett Limited Top 6 Individual money raisings Company NORTHUMBRIAN WATER GROUP PLC November 2005 Date of issue Money raised (£m) Issue type 23-May-03 389.0 New Issue CENTER PARCS(UK)GROUP 11-Dec-03 245.0 New Issue MELROSE 26-May-05 202.0 New Issue TRADING EMISSIONS 21-Apr-05 135.0 New Issue CENTAUR HOLDINGS 10-Mar-04 134.2 New Issue PRI GROUP 26-Jun-02 130.8 New Issue 28 Case study – Russian AIM Company, Urals Energy Public Company Limited URALS ENERGY Core business activities Urals Energy is an independent exploration and production company with its principal assets and operations in Sakhalin Island, Timan Pechora and the Republic of Udmurtia, Russia. Transaction Synopsis Date of Admission : Market: Transaction: Market Cap. at admission: Capital raised initially: FTSE Classification: 09 August 2005 AIM Placing US$389m US$138m Oil & Gas – Exploration & Production “We are delighted that our IPO has been so positively received by investors. The offering will allow us to continue with our exploration and development program in Russia and provide flexibility to our capital structure. Becoming a public company has been an important milestone for us.” William Thomas, Chief Executive Officer of Urals Energy November 2005 29 Case study – Russian AIM Company, Rambler Media Ltd RAMBLER MEDIA Core business activities Rambler Media is an integrated and diversified Russian language media, entertainment, services and content delivery company with three main segments: internet services, mobile value added services and television broadcasting. Rambler.ru, Rambler media’s portal, is one of the most popular portals and search engines with the global Russian speaking community. Transaction Synopsis Date of Admission : Market: Transaction: Market Cap. at admission: Capital raised initially: FTSE Classification: 15 June 2005 AIM Placing US$m158 US$m46 Publishing & Printing “We are very pleased to be admitted to trading on AIM and would like to thank investors for their strong support and interest in our business.” Irina Gofman, CEO of Rambler Media November 2005 30 AIM: Top 10 IPOs by money raised in 2005 Company Admission date Country of Origin MELROSE 26/05/2005 UK 201.99 Other Financial RAVEN RUSSIA 29/07/2005 UK (CIS focused) 153.00 Real Estate Holding & Development DAWNAY DAY CARPATHIAN 26/07/2005 UK (CEE focused) 140.00 Real Estate Holding & Development TRADING EMISSIONS 21/04/2005 UK 135.00 Other Financial EMPIRE ONLINE 15/06/2005 British Virgin Island 123.47 Media Agencies BILLING SERVICES GROUP 15/06/2005 Bermuda 84.13 Transaction and Payroll Services URALS ENERGY 09/08/2005 Cyprus (CIS focused) 74.00 Oil & Gas- Exploration & Production IBS OPENSYSTEMS 23/03/2005 UK 56.00 Software UTILICO EMERGING MARKETS UTILITIES 20/07/2005 Bermuda 52.50 Investment Companies BLACK SEA PROPERTY FUND (THE) 14/03/2005 UK (CEE focused) 50.14 Real Estate Holding & Development November 2005 Source: London Stock Exchange trade statistics – 2005 Money raised at admission £m Sub sector 31 Russian/CIS website November 2005 www.londonstockexchange.com/ru www.londonstockexchange.com/ru/AIM 32