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Private and Confidential. Going Public in the UK. April 2008 Mark Green Managing Director, Head of Israel Investment Banking. Agenda. About Collins Stewart What makes for a successful IPO? Selecting your advisors Choosing an appropriate market AIM Facts and Fiction Summary.
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Private and Confidential Going Public in the UK April 2008 Mark Green Managing Director, Head of Israel Investment Banking
Agenda • About Collins Stewart • What makes for a successful IPO? • Selecting your advisors • Choosing an appropriate market • AIM Facts and Fiction • Summary
Collins Stewart: A Leading Global Firm • Leading independent investment banking group – Listed on the LSE (CLST) • Global coverage: US, UK, Europe, Israel, and Asia (India, Singapore, Japan) • Presence in 12 geographies world-wide • A market leader in financing and M&A: • Number one advisor on AIM for the last 10 years • Number one advisor to private equity in Europe for the last 7 years • Leading platform in the US on NASDAQ • Leading position in Israel with on-the-ground offices for the last 4 years • Leading position in Indian real estate banking • Founding member of Catalist exchange, Singapore • Wide range of financing capabilities: • Multiple transaction types: IPOs, Follow-ons, private placements, M&A, and debt advisory • Broad range of sectors covered (see over)
Broad Range of Sectors and Geographic Coverage Technology Software Property Healthcare Leisure Industrials Support Services Energy Financials Resources Insurance Alternative Energy Defense Consumer
What Makes for a Successful IPO (on any market)? • Strong, visionary management • A straightforward story • Differentiation • Ability to take a growing portion of a growing market • Aggressive strategic planning • Sustainable competitive advantage • Diversified customer base (if relevant) • Clear marketing strategy • Robust financial model • Dedication to survive the IPO process • And generally these days … • Profitability
How Should I Choose my Investment Bank? • How well known is the bank? • Is there a dedicated Israel team (or better still, on-the-ground offices)? • Size does matter, but specialization matters more • Capital markets capabilities • Research • Quality of the team working on the deal • You need ‘a champion’ • Will they still love you tomorrow? William Shakespeare: “They do not love that do not show their love”
How Should I Choose my Other Advisors? Accountants • Historical relationship with company • IPO expertise and experience • Local presence • Recognised ‘name’ Lawyers • Global / relevant international locations • IPO expertise and experience • Israel focus / team / relationships • Sector expertise PR / IR • UK-based, preferably with Israel affiliate/office • IPO expertise and experience • International approach to IR • Understand your business
How Should I Chose Which Door to Go Through? (…or, which stock market will have you) • International nature of business • Size of raise • Availability of capital
Where are We on the Risk-o-Meter …? Good Times Difficult Times Dreams Reality
Which is seen in Current Investor Interest (Changes Constantly…) MORE LESS • UK • Utilities • Infrastructure • Gaming • Property • Media • Retail • and....Small Caps! • US • Pharmaceutical • Utilities • Property • Financials • Semiconductor • and....Small Caps! • Singapore • Oil & Gas, Resources • Med Tech • Exposure to US
One Possible Reason … US-Facing* UK-Facing * From their offices in Israel, generally speaking!
Focus on AIM: Facts and Fiction (or Myths and Misconceptions) • Myth: NASDAQ is ‘better than AIM’ • Myth: There is no liquidity on AIM • Myth: An AIM IPO is a stop-gap measure for those companies unable to list in the US / on the UK Main list • Myth: Only small emerging companies should list on AIM (in fact, deal sizes on AIM are generally LARGER than Nasdaq) • Fact: Relatively straightforward process (see soon) • Fact: Less taxing on management post-deal (but Governance still just as important) • Fact: Your NOMAD monitors you, not just the exchange • Unclear: Israeli companies have faired better on Nasdaq than AIM (let’s see in another 5 years) • Myth: The Investment Bank sets the value
AIM is a Fairly Straightforward Process… Stage 1: Preparation Stage 2: Review and Marketing Stage 3: Offering Stage 4: Pricing and Closing • Kick-off meeting • Accountants due diligence • Legal due diligence • Admission Document drafting • Legal and accounting preparation • Tax structuring • Valuation/positioning • Research presentation and roadshow preparation • Analyst briefing • Decision to launch • Pre-IPO research released • Establish size and price range • Print pathfinder document admission • Roadshow and book building • Pricing • Allocation • Print Admission Document • Trading • Closing • Research coverage • After-market support 2 - 3 Months 2 - 3 Weeks
… But it’s not the Only Option… * The above information serves only as a guide, the company should confirm specifics with its own counsel ** Refers to NASDAQ Global Market, Standard 1
In the UK, as in Any Market: Manage Expectations! • Manage investor expectations – don’t over-promise and under-deliver • Manage your own expectations! • …And remember: The Investment Bank doesn’t set the valuation, • the MARKET does!
Summary • Going public requires a Company to be ready (don’t go out early!) • You have Market Choices – each has Benefits. The UK can offer particular benefits in terms of process and management time required • Setting expectations correctly is critical • The IPO ‘team’ is everything…
and Israel… A Perfect Cultural Fit!
