Transcript Document

Listing and information disclosure
December 2005
Agenda
 The London markets and Russia
 Why consider accessing the international capital markets?
 Why London’s Main Market?
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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?
December 2005
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Companies on the London Stock Exchange: CIS focus
December 2005
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22 Companies traded on the LSE Main Market
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In 2004, the total trade volume in Russian DR’s was over US$63.96bn
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Privatisation expertise in London
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Balanced approach to corporate governance
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Gateway to European consumers and investors
Source: London Stock Exchange trade statistics
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Companies listed in London, Main Market
AO TATNEFT
GAZPROM
LUKOIL
OMZ
EFES Breweries International
SISTEMA
PYATEROCHKA
EVRAZ Group
NOVATEK
AMTEL –VREDESTEIN
KAZKOMMERTSBANK
KAZAKHMYS
KAZAKHGOLD GROUP
Companies traded in London, Main Market
MMC NORILSK NICKEL
AO MOSENERGO
SURGUTNEFTEGAZ
ROSTELEKOM
WIMM BILL DANN FOODS
SIBNEFT
MOBILE TELESYSTEMS OJSC
UNIFIED ENERGY SYSTEMS OF RUSSIA
YUKOS
December 2005
Source: London Stock Exchange trade statistics
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Companies on AIM with CIS focus -22 companies
ARICOM
ORIEL RESOURCES
AVOCET MINING
PALLADEX
CARDINAL RESOURCES
PETER HAMBRO
CELTIC RESOURCES
EUREKA MINING
FRONTIER MINING
RAMBLER MEDIA
RAVEN RUSSIA
REGAL PETROLEUM
HAMBLEDON MINING
SIBIR ENERGY
HIGHLAND GOLD
TRANS SIBERIAN
KRYSO RESOURCES
UKRPRODUCT
NELSON RESOURCES
URALS ENERGY
OXUS GOLD
VICTORIA OIL
December 2005
Source: London Stock Exchange trade statistics
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Sistema
CAPITAL: Case study - Main Market GDRs
Sistema is the largest Russian IPO ever and
the biggest international IPO on the London Stock
Exchange since Orange in 2001.
Core business activities
Sistema is the largest private sector consumer
services company in Russia and the CIS, with over
35 million customers. Founded in 1993, the
company reported revenues of US$ 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
December 2005
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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.
1,332 issuers
Supports the capital raising
activities of more established
companies seeking further growth.
1,696 issuers
No other Exchange globally can offer the same choice of
markets with the same breadth and depth of investors
December 2005
Source: London Stock Exchange – October 2005
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Key differences between our markets
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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
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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
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Main Market
AIM and Main Market are structured differently to assist different
types of companies
December 2005
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London has an intelligent approach to regulation
Less
More
Companies
Investors
Minimise the cost and
hassle of the
regulatory framework
Maximise the
protection inherent in
the regulatory
framework
Balance
Competing
Needs
• 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” *
December 2005
*‘Greenspan praises London’s success story’ by Ed Crooks,
FT, 25 September 2002
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MM CONTINUING OBLIGATIONS
WHAT ARE THE DISCLOSURE RULES?
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Overall purpose to implement a pan-European standard for the disclosure of
inside information
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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
December 2005
Source: London Stock Exchange trade statistics
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MM CONTINUING OBLIGATIONS
WHO DO THEY APPLY TO?
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Issuers whose financial instruments are admitted to trading on a regulated market
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Persons Discharging Managerial Responsibilities and connected persons
December 2005
Source: London Stock Exchange trade statistics
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MM CONTINUING OBLIGATIONS
WHO HAS TO NOTIFY DEALINGS?
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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)
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a connected person must notify the issuer as well
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the issuer notifies the market
Who is a DIRECTORS AND PERSONS DISCHARGING MANAGERIAL
RESPONSIBILTIES PDMR?
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December 2005
a Director of an issuer
a senior executive of an issuer with regular access to inside information
Source: London Stock Exchange trade statistics
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OTHER DISCLOSURE POINTS
WHAT, WHEN, HOW AND WHERE TO ANNOUNCE
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information required by the Listing Rules and Disclosure Rules
“as soon as possible”
announce to the market via an RIS
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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
December 2005
Source: London Stock Exchange trade statistics
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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
December 2005
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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.
December 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
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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
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Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar- Apr- May- Jun- Jul04
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Date
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Russian/CIS website
December 2005
www.londonstockexchange.com/ru
www.londonstockexchange.com/ru/AIM
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