On 26 March 2021, Julia Charlton moderated a virtual roundtable on Listing in London
Julia Charlton moderated a virtual roundtable on Listing in London with great speakers and panellists Tom Attenborough & Jon Edwards of the London Stock Exchange, Andrew Collins & Victoria Younghusband of CRSB & Giles Rolls of Finncap on 26 March 2021.
A Snapshot of London Stock Exchange
£5.2 trillion of value with over £125 billion raised since 2018
Source: LSEG, Dealogic, February 2021
*IPOs raising more than £500m
Europe’s Most Active Equity Market
$65.6bn has been raised in London through IPOs & FOs in 2020
London was the most active equity market in Europe in 2020, with:
- 2.7x more transactions (635 IPOs & FOs) than the next most active exchange, Stockholm (231 IPOs & FOs)
- 2.8x more in IPO and FO proceeds ($65.6bn) than the next exchange, Frankfurt ($23.3bn)
Source: Dealogic, January 2021
All calculations are based on a deal pricing date
A Globally Diverse Investment Base
Gain access to the most internationally diverse pool of investment
Domicile of Top investors in listed securities in London*
- 46% UK
- 33% North America
- 15% Europe (ex UK)
- 6% Rest of W orld
- London has the most diverse investor base of any major global exchange, while still allowing issuers to access US institutional investors.
- This allows issuers access to a pool of capital that is comfortable with companies who build internationally facing business models.
Domicile of Top investors in listed securities in the US*
- 85% North America
- 6% UK
- 6% Europe (ex UK)
- 3% Rest of World
Largest Institutions Investing in LSE Listed Stock |
Investor Country |
BlackRockInvestmentManagement(UK)Ltd. |
United Kingdom |
The Vanguard Group, Inc. |
United States |
Norges BankInvestmentManagement |
Norway |
BlackRock Fund Advisors |
United States |
CapitalResearch&ManagementCo. |
United States |
SchroderInvestmentManagementLtd. |
United Kingdom |
Source: FactSet, February 2021
*Based on the Value of Securities Held
The Home of International Issuers
More international companies choose London for listing
Source: London Stock Exchange, FactSet, March 2021
Note: Chart data as of January 2021. Exchanges w ith fewer than 250 companies listed are excluded. *1530 (60%) of HKSE companies are Chinese — International companies are those where the country of primary business of a company is not equal to the country of its primary listing. Our country of primary business methodology uses FactSet data and takes into account the country of largest revenue exposure, headquarters and incorporation
Significant Increase in New Issues
Landmark deals since the start of 2021
Source: LSE, company w ebsite, Dealogic, FactSet, March 2021
A Partnership with Asia Pacific Corporates
Overview of companies listed on LSE
Source: LSE statistics, Dealogic, February 2021
* Countries defined by country of primary business (i.e. primary HQ / revenue / operations) Note: Money raised fromboth IPO and FO are included.
Supporting Chinese Growth
Key access points for Chinese companies across LSEG
- Huatai Securities, the inaugural Stock Connect issuer opening the London market, 17 June 2019
- FTSE Russell leadership celebrating the inclusion of China A shares in global indexes, July 2019
- ICBC celebrating their £600m bond in July 2019, the first ever Chinese bank to issue a sterling denominated bond
- Nikhil Rathi, CEO LSE Plc meets President Xi Jinping, October 2015
Going Public in London
LSE offers four key options to suit companies with different needs
|
Premium Main Market |
Standart Main Market |
Hight Growth Segment |
AIM |
Usedby |
Companies that want to adhere and benefit from some of the most robust listing requirements and corporate governance standards in the world. |
Companies looking to access London’s investor base and liquiditywhilst complying with baseline regulatoryrequirements found across international markets. |
Younger, high-growth companies that aspire to be on the Premium segment but do not qualify for all of the listing criteria (e.g. free float). |
Smaller and growing companies looking to make an early transition from private to public on a market with a flexible regulatory framework. |
Benefits |
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Note: (1) (majority of which must be raised at IPO. (2) Smaller companies with a higher f ree f loat are permitted to use HGS. (3) Based on audited rev enue f or the last f our y ears
- Tom Attenborough
- Head of International Primary Markets
- London Stock Exchange Plc
- +44 20 7797 3747
- tom.attenborough@lseg.com
- Zhu Liu
- Vice President, Primary Markets
- Zhu.Liu@lseg.com
- Hong Kong
- Jon Edwards
- Chief Representative, Beijing Office
- London Stock Exchange Plc
- +86 10 5811 1911
- jon,edwards@lseg.com
- Sally Tang
- Beijing Representative Office,
- Primary Markets
- Sally.Tang@lseg.com
- Beijing
- Ollie Fox
- Business Development, Primary Markets, South East Asia
- London Stock Exchange Plc
- +65 8740 6567
- ollie.fox@lseg.com
- Singapore
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Listing in London: a virtual roundtable
Current rules overview
Victoria Younghusband, Partner, Charles Russell Speechlys LLP London and Hong Kong
Giles Rolls, Corporate Finance Associate Director, finnCap
charlesrussellspeechlys.com | finncap.com
Official List – Eligibility
- 25% free float worldwide (no longer just in EEA)
- Whole class of shares to be listed
- Shares freely transferable
- Minimum market cap of £700,000 (for shares)
- Prospectus (vetted and approved by FCA)
Official List – premium listing
- Equity shares only
- Segments
- commercialcompany
- closed-ended investment fund
- open-ended investment company
- sovereign controlled commercial company
- three year track record for 75% of its business
- revenue earnings track record
- relationship agreement where controlling shareholder
- special rules for mineral, property and scientific research companies
- shareholder approval for large transactions and related party transactions
- FTSE Index eligibility
- Sponsor required
Official List premium listing – closed-ended investment funds
- Spread of investment risk
- No significant trading activity (but OK in investment portfolio)
- Clear and sufficiently precise investment policy
- Majority of board must be independent of investment manager
- Sponsor required
Standard listing
- Commercial company or specialist fund segment
- Much less prescriptive
- Currently used for SPACs
- No sponsor requirement
AIM
- No market cap or free float requirement
- AIM Rules for Companies
- Admission Document not prospectus unless “offer to the public”
- Role of Nomad and AIM Regulation
- Special rules for investing companies and oil & gas companies
Ongoing Requirements
- Official List – all segments
- Disclosure Guidance and Transparency Rules
- AIM Rules on reporting and disclosure
- UK Market Abuse Regulation applies to all London markets
- City Code on Takeovers and Mergers
Indicative IPO timetable
Eligibility
Prospectus Review*
KEY DRIVERS: AVAILABILITY OF AUDITED FINANCIALS, EXTENT OF CORPORATE RESTRUCTURING REQUIRED, COMPLETION OF DOCUMENTATION
Corporate Governance Landscape
- The UK Corporate Governance Code (“FRC Code”)
- Applies to all Main Market companies on the Premium List (UK and International)
- Lesser disclosure standards for Standard List companies
- Board Composition requirements:
- Chairman to be independent on appointment
- Need a senior independent NED
- Diversity of experience and gender
- Majority of Independent NEDs
- Predominantly for AIM companies and utilising a ‘comply or explain’ approach
- Applies elements of the FRC Code and other relevant guidance
UK Investors
The UK has a deep pool of capital
- Institutional, wealth manager, retail investors from across the world
What are investors looking for?
-
A great leadership team
- strong track record
- aligned with shareholder s
- strong corporate governance
-
Growth opportunity
- potential to accelerate growth
- ability to capitalise on opportunities (e.g. acquisitions)
-
Clear equity story
- predominantly generalist investors
- Growth/inc ome
- Earnings visibility/Cash generation
- Industry dynamics
- Size/Liquidity
Will UK investors invest in Chinese Companies?
- Important points for considerations:
- Legal jurisdiction and regulatory environment
- Country and political risk
- Tax regime
- Share class and ownership restrictions
- The directors (highly likely that at least one UK director required)