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Listing and information disclosure December 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
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Listing and information disclosure December 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?
Companies on the London Stock Exchange: CIS focus • 22 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
Companies listed in London, Main Market AO TATNEFT GAZPROM LUKOIL OMZ EFES Breweries International SISTEMA PYATEROCHKA EVRAZ Group NOVATEK AMTEL –VREDESTEIN KAZKOMMERTSBANK KAZAKHMYS KAZAKHGOLD GROUP Companies traded in London, Main Market MMC NORILSK NICKEL SURGUTNEFTEGAZ WIMM BILL DANN FOODS UNIFIED ENERGY SYSTEMS OF RUSSIA YUKOS AO MOSENERGO ROSTELEKOM SIBNEFT MOBILE TELESYSTEMS OJSC Source: London Stock Exchange trade statistics
Companies on AIM with CIS focus -22 companies ARICOM ORIEL RESOURCES AVOCET MINING PALLADEX CARDINAL RESOURCES PETER HAMBRO CELTIC RESOURCES RAMBLER MEDIA EUREKA MINING RAVEN RUSSIA FRONTIER MINING REGAL PETROLEUM HAMBLEDON MINING SIBIR ENERGY HIGHLAND GOLD TRANS SIBERIAN KRYSO RESOURCES UKRPRODUCT NELSON RESOURCES URALS ENERGY OXUS GOLD VICTORIA OIL Source: London Stock Exchange trade statistics
Sistema CAPITAL: Case study - Main Market GDRs Transaction Synopsis Date of Admission : 14 February 2005 Market: Main Market Transaction: Placing Money raised: $1.56 billion Turnover (first 11 days):$2.54 billion FTSE Classification: Diversified Industrials Sistema is the largest Russian IPO ever and the biggest international IPO on the London Stock Exchange since Orange in 2001. Core business activities Sistema is the largest private sector consumer services company in Russia and the CIS, with over 35 million customers. Founded in 1993, the company reported revenues of US$ 4.1 billion for the first nine months of 2004 and total assets of US$ 7.7 billion. “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
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 more established companies seeking further growth. 1,696 issuers Supports the capital raising activities of earlier stage companies in their initial growth period. 1,332 issuers No other Exchange globally can offer the same choice of markets with the same breadth and depth of investors Source: London Stock Exchange – October 2005
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
London has an intelligent approach to regulation Less More Balance Competing Needs Companies Investors Minimise the cost and hassle of the regulatory framework Maximise the protection inherent in the regulatory framework • UK is more flexible as it is based on sound principles (comply or explain) and effective codes, whereas the US is prescriptive, costly and expensive • UK had the highest standards of corporate governance in the world for 5 consecutive years (1996 – 2000 survey by Davis Global Advisors) • Investors willing to pay 12 – 14% premium for UK, US and EU companies with good governance (McKinsey’s Global Investor Opinion Survey) Alan Greenspan, chairman of the US Federal Reserve, has hailed the success of London in staying “at the top of the world’s financial pyramid” * *‘Greenspan praises London’s success story’ by Ed Crooks, FT, 25 September 2002
MM CONTINUING OBLIGATIONS WHAT ARE THE DISCLOSURE RULES? • Overall purpose to implement a pan-European standard for the disclosure of inside information • Implementation of the provisions of the Market Abuse Directive (MAD) in relation to: - Disclosure of Inside Information by companies - Notification of share dealings by Directors and senior management - Insider lists Source: London Stock Exchange trade statistics
MM CONTINUING OBLIGATIONS WHO DO THEY APPLY TO? • Issuers whose financial instruments are admitted to trading on a regulated market • Persons Discharging Managerial Responsibilities and connected persons Source: London Stock Exchange trade statistics
MM CONTINUING OBLIGATIONS WHO HAS TO NOTIFY DEALINGS? • the PDMR must notify the issuer in writing of transactions conducted on their own account in the shares of the issuer (within four business days of the date of the transaction) • a connected person must notify the issuer as well • the issuer notifies the market Who is a DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILTIESPDMR? • a Director of an issuer • a senior executive of an issuer with regular access to inside information Source: London Stock Exchange trade statistics
OTHER DISCLOSURE POINTS WHAT, WHEN, HOW AND WHERE TO ANNOUNCE • information required by the Listing Rules and Disclosure Rules • “as soon as possible” • announce to the market via an RIS • Inside Information announced via a RIS must be put on the issuer’s internet site (if it has one) the day after the announcement was made Source: London Stock Exchange trade statistics
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
Case study – Russian AIM Company, Peter Hambro Mining Plc PETER HAMBRO MINING Core business activities 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. Transaction Synopsis Date of Admission : 29 April 2002 Market: AIM Transaction: Placing Market Cap. at admission: US$67m Capital raised initially: US$20.3m Mkt. Cap. as of 6 Sept.2005: US$1.09bn FTSE Classification: Gold Mining
Russian/CIS website www.londonstockexchange.com/ru www.londonstockexchange.com/ru/AIM