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Independent, experienced and effective advisers. N ABARRO W ELLS & C O . L IMITED. SADDLERS HOUSE GUTTER LANE LONDON EC2V 6HS TELEPHONE: +44 (0) 20 7710 7400 WEBSITE: www.nabarro-wells.co.uk REGISTERED IN ENGLAND NO. 1950025 MEMBER OF THE LONDON STOCK EXCHANGE
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Independent, experienced and effective advisers NABARRO WELLS & CO. LIMITED SADDLERS HOUSE GUTTER LANE LONDON EC2V 6HS TELEPHONE: +44 (0) 20 7710 7400 WEBSITE: www.nabarro-wells.co.uk REGISTERED IN ENGLAND NO. 1950025 MEMBER OF THE LONDON STOCK EXCHANGE AUTHORISED & REGULATED BY THE FSA
The Attractions of AIM • A market that understands the needs of early stage companies • Access to a deep and liquid pool of equity capital at internationally competitive prices • Ability to use shares as currency for acquisitions • Ability to use options to incentivise management and staff • Internationally respected regulatory common sense standards, with a lighter touch • No shareholder approval for most acquisition/disposal activity • Potential tax benefits (inheritance tax, capital gains tax, VCTs) • Stepping stone for the Full List
Experienced management team with focus, vision and integrity • Commercial: growth story with a focused business model • Established companies generating revenues and PBT • Well-developed, robust business plan • Balanced board, including non-executives prior to Admission • Good quality advisers: Lawyers (DMH), Reporting Accountants (Baker Tilly) and Brokers • Open honest communication: Teamwork, collaboration and accountability – this is a disclosure driven market In essence, a company that is suitable and appropriate for AIM Appropriate Companies
Responsibilities of an AIM Company and its Directors • Compliance with the 45 AIM Rules • ALL directors will be responsible for the Admission Document (including the working capital statement) • The Takeover code on a statutory footing since May 2006: treat shareholders equally and fairly • Combined code - good practice in principle • Balanced Board, including Independent non-executives – do not underestimate the length of time to appoint them • Highest ethical standards – AIM companies represent AIM! • All matters post-IPO: consult with the Nomad
Role of the Nomad • Nomad will be an experienced corporate financier and approved by LSE • Company must appoint and retain a Nomad at all times • Nomad will advise on suitability for Admission to AIM • Nomad will confirm the company’s compliance with AIM Rules • On Admission • On ongoing basis • Nomad is the company’s point of contact with the Exchange • The company may be the Nomad’s client, but he also acts as a regulator!
Costs associated with an AIM listing • Brokers (+ sometimes fixed fee) 4-6% of funds raised • Company’s legal fees £80-100k • NOMAD corporate finance fees £125-150k • Nomad/Broker’s legal fees £30-40k • Reporting Accountant fees £80-100k • Technical Consultants £15-30k • Others inc. Printers, Registrars, AIM £20k • Total fees (exc broker commission) £350-440k • All depend on the complexity of the “issuer” (the company) • Other advisers may include PR team • Ongoing costs for NOMAD, Broker, PR team
Timetable (4+ months) • Planning, appointing advisers and non-executives, preferably for a balanced board, & concluding restructuring (if needed, inc. tax) • Due diligence: reporting accountants and lawyers (& possibly technical specialists) • Drafting the Admission Document • Verifying facts & statements in Admission Document and presentation • Marketing to investors (mainly institutions) • Completion, filing of documents with AIM • 2-4 weeks • 4-6 weeks+ • 4-6 weeks+ • <1 week • 2 weeks+ • 1 week
Vision and Integrity • Marketable growth story and a strong commercial team • Use good quality advisers and Non-execs • This is the best, most active, liquid market for junior companies in the World David Nabarro – Managing Director Conclusion
One of the largest independent NOMADs measured by retained clients on AIM • Recognised for quality and independence • Regularly advise on M&A & IPOs • Focus on corporate clients not the institutions • 8 directors with a powerful blend of Banking, Broking and Stock Exchange experience, with on average 10 years’ experience each • Champion of small and medium-sized companies wanting to grow and access equity capital • Deal size: We rarely act for a start up venture Nabarro Wells as Nominated adviser
David founded Nabarro Wells in 1990. Previously, he was a partner in the stockbroking firm, Laurie Milbank and later an executive director of Prudential Bache Capital Funding, when between 1983 and 1990 he managed a discretionary UK equity portfolio for George Soros’ Quantum Fund. David has been active as an adviser to a number of public and private companies and instrumental in initiating and advising on numerous substantial private equity transactions. Throughout the late 1990’s, as AIM became increasingly popular to small, mid-sized and even large businesses, David steered Nabarro Wells into being one of the leading independent Nominated Advisers for AIM today. Email: davidnabarro@nabarro-wells.co.ukDirect telephone number: +44 20 7710 7409 David Nabarro