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									                                                                      JUNE 2008




KEY I N V E S TAB I LITY I S S U E S F O R LS E LI S TI N G S




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                                    PRESENTATION - V5.PPT
JPMorgan Cazenove has unrivalled experience in
bringing international companies to London…
                                                                          South Africa
                                               South Africa          Market cap.: US$3.4bn          South Africa         Switzerland                   India             Kazakhstan             Ukraine           Czech Republic               Mexico

                                              Jul-97—US$1.6bn          Mar-99—US$561m          May-99—US$644m        Mar-02—                  US$875m IPO on       Pre-IPO             IPO on LSE           Pre-IPO                Pre-IPO
                                                LSE and JSE IPO           LSE IPO                   Intro. LSE            US$1,400m LSE             LSE                   restructuring                              restructuring            restructuring
    Experience is essential for success




                                                                                                                                                                                             US$450m raised in
                                              Jun-01—US$38bn           Sep-99—US$632m          Apr-02—FA in the
                                                                                                                          IPO                     US$50m Sterlite      US$1,369m IPO on      primary issue       US$2,178m IPO on       US$1,770m IPO
                                                merger of Billiton        Share Buyback             US$1.1bn convert    Apr-03—                    convert               LSE                                        LSE, Prague and          on LSE
                                                with BHP                Jul-01—US$600m          Feb-01—£12.5bn
                                                                                                                          US$1,448m Rights        Purchase of 51%
                                                                                                                                                                                                                     Warsaw
                                              Nov-04—                    Convertible Bond          consortium offer      issue                     of KCM (Zambia)
                                                AUS$2.3bn                                           for De Beers        Aug-03—£373m
                                                                        Dec-01—US$410m                                                           Corporate
                                                buyback                   Primary Placing                                 Convertible               restruct. and
                                              Sep-06—US$3bn                                                            May-06—US$2.5bn            consol. of
                                                                        Merger of SAB and
                                                buyback                   Miller                                          Equity Placing            ownership
                                                                                                                        May-06—FA,
                                                                        Acquisition of
                                                                          Bavaria                                         US$15bn
                                                                                                                          Falconbridge offer
                                                                                                                        Oct-06—US$5.6bn
                                                                                                                          rights issue



                                                   1997                                      1999                             2002                        2003              2004/5                2007                                 2008




                                           Mkt cap.: US$225bn¹         Mkt cap.: US$35bn        Mkt cap.: US$90bn      Mkt cap.: US$81bn        Mkt cap.: US$13bn     Mkt. cap.: US$15bn    Mkt. cap.: US$5bn     Mkt. cap.: US$9bn       Mkt. cap.: US$7bn

                                              Financial adviser        Financial adviser       Sponsor               Financial adviser        Sole financial       Sole financial      Financial adviser    Joint sponsor          Sole financial
    JPMC roles




                                                                                                                                                    adviser               adviser                                                             adviser
                                              Sponsor                  Sponsor                 Bookrunner            Sponsor                                                             Sole sponsor         Joint Global
                                                                                                                                                  Sole sponsor         Sole sponsor                                Coordinator           Sole sponsor
                                              Bookrunner               Bookrunner                                     Bookrunner                                                          Joint bookrunner
                                                                                                                                                  Bookrunner           Bookrunner                                Joint Bookrunner       Sole bookrunner
                                              Stabilisation            Stabilisation                                  Stabilisation
                                                manager                   manager                                         manager                 Stabilisation        Stabilisation                             Corporate broker       Stabilisation
                                                                                                                                                    manager               manager                                                             manager
  positioning




                                                                                                                                                                                                                      At IPO,                   At IPO,
                                                   No.9                     No.24                      No.8                  No.11                     No.41                No.36                No.82             equivalent to              theoretical
     FTSE




                                                FTSE 100                  FTSE 100                   FTSE 100              FTSE 100                 FTSE 100              FTSE 100             FTSE 100               No.70                     No.66
                                                                                                                                                                                                                     FTSE 100                  FTSE 100

                                         We have helped to create six of the seven non-UK companies to join the FTSE 100²
                                         In addition, Fresnillo is expected to enter the FTSE 100 in September 2008
  Source: Datastream as of June 2008
  ¹ Includes market capitalisation of UK and Australian listings
  ² Old Mutual Plc was the seventh non-UK company to redomicile to London

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                                                                                                                                   PRESENTATION - V5.PPT                                                                                                      1
… and is now helping grow the next generation of
market leaders
                                                                                                                     MWANA                  PL




                                               Russia             Russia            Russia             Peru                  Africa                       Dubai            Africa                 Finland            Canada             Mongolia

                                            Mkt. cap.:          Mkt cap.:         Mkt. cap.:                                 Mkt cap.:                                                                             Mkt cap.:
    Experience is essential for success




                                            US$1.6bn¹           US$829m¹          US$146m¹                                    $180m¹                                                                                $1.4bn¹

                                           Placing of         CB US$140m       US$158m         Pre-IPO               $75m                         US$390m IPO    Pre-IPO private       US$1.1bn IPO      C$387m             Placing of
                                             US$542m of        c.US$80m
                                                                                  Placing          restructuring          accelerated                   on LSE          placement              on LSE             accelerated          $88m of new
                                             new shares         placing          US$556m         US$594m IPO
                                                                                                                          placing of new               US$252m
                                                                                                                                                                        (US$205m)             US$400m
                                                                                                                                                                                                                  placing of           shares
                                                                                  Placing of       on LSE                 shares                        raised         Pre-IPO                raised in          secondary
                                                                                  shares and                             Joint broker                  in issue        restructuring          primary issue      shares
                                                                                  warrants                                                                             US$653m IPO
                                                                                                                                                                                                                 Introduction to
                                                                                                                                                                        on LSE                                    the London
                                                                                                                                                                                                                  Main Market



                                                                   2005                                                       2006                                                        2007                   2007/2008               2008




                                                                                                                      MWANA                      PL




                                             Mkt. cap.:         Mkt cap.:         Mkt. cap.:        Mkt. cap.:             Mkt cap.:                     Mkt cap.:       Mkt. cap.:              Mkt. cap.:        Mkt cap.:          Mkt. cap.:
                                             US$5.2bn           US$2.1bn          US$2.1bn          US$2.4bn                $295m                        US$2.2bn        US$1.3bn                US$1.7bn           $1.7bn             $483m


                                           Sole               Sole             Sole            Sole financial        Sole                         Sole           Financial             Sole Financial    Joint              Financial
                                             bookrunner         bookrunner        bookrunner        adviser               bookrunner to                 bookrunner       adviser                 adviser          bookrunner to        adviser
    JPMC roles




                                                                                                                          placing                                                                                 placing            Corporate
                                           Joint corporate    Corporate        Corporate       Sole sponsor                                        Nomad          Sole sponsor          Sole sponsor
                                             broker             broker since      broker since                           Financial                                                                              Sponsor to           Broker
                                                                July 2005         April 2006      Bookrunner             advisory                     Broker         Bookrunner            Sole               London             Sole
                                                                                                                                                                                                 bookrunner       introduction         bookrunner
                                                                                                  Stabilisation         Joint corporate                              Stabilisation
                                                                                                    manager               broker                                         manager
  positioning




                                                                                                                                                                                                                 Theoretical
                                              No.1                No.5             No.73            No.58                   No.110                        No.4           No. 146                  No. 97                               No. 61
     FTSE




                                                                                                                                                                                                                   No. 68
                                            FTSE AIM            FTSE AIM          FTSE 250         FTSE 250                FTSE AIM                     FTSE AIM        FTSE 250                 FTSE 250                             FTSE AIM
                                                                                                                                                                                                                  FTSE 250



                                                                          Leading FTSE 250 and AIM clients, delivering high growth and supported by us




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                                                                                                                     PRESENTATION - V5.PPT                                                                                                           2
The Capital Markets Opportunity
  The opportunity

  Access to capital                            Exit/liquidity                                          Profile                                       Discipline
     A source of long term capital                Investors can realise partial or                        A listing can enhance credibility          Listing obligations can be
      for                                           full value on ownership                                  with customers and suppliers                useful for refining
       Development capex                           investment                                              Source of publicity                          Financial reporting
       Expanding into new markets                 Public markets provide a                                                                              Risk controls
                                                                                                            Prestige and kudos
       Acquisitions                                potentially attractive valuation                                                                      Strategy
          —   To finance new cash                  Objectives of existing owners                                                                         Capital requirements
              projects                              can be unclear
          —   Listed paper as
              currency
     Reduce gearing



  Work required

  Process challenges                                          Addressing investor concerns                                            Ongoing obligations
     An IPO can typically take up to six to nine                 Investors at any IPO will focus on potential                          Formal
      months                                                       concerns                                                                Financial reports
     Significant requirement on senior management                  Some will be genuine, others will seek to                             Dissemination of new price-sensitive
      time                                                             reduce value                                                           information
                                                                  Likely to include:                                                      Disclosure regarding M&A activity
     Considerable due diligence necessary
                                                                    Growth strategy                                                       Pre-emption rights of current shareholders
     Likely to include some restructuring                                                                                                    over new equity issues
                                                                    Independence
                                                                    Directors                                                           Informal
                                                                                                                                           Pro-active communication between board
                                                                                                                                               and institutional shareholders
                                                                                                                                           Independent non-executive representation
                                                                                                                                               on the board

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                                                                               PRESENTATION - V5.PPT                                                                                     3
Many “UK” companies are actually global businesses
   Top 10 FTSE 100 companies revenues by geographic region

   Royal Dutch Shell²                                  BP                                                   HSBC1                                                 Royal Bank of Scotland                              Vodafone

                        UK                                                                                                                                                                Rest of World                        Asia Pacific
                                                                                                                               Latin America                                                                                                   Germany
                        6.4%                                                                                                                                                              2.3%                                        4.5%
                                                          Rest of World                                                        8.9%                                            Europe                                                          17.5%
      Other Western                                                                                                                                                                                                           Italy
                                                                  20.5%                                        Rest of Asia                                                     10.6%
    Hemisphere 7.7%                    Europe                                                                                                                                                                                13.6%
                                                                                                              Pacific 10.0%
                                       36.3%                                                                                                    US
       Other                                                                                US                                                  31.2%
                                                                                                                Rest of                                                  US                                                                          Europe
     Eastern                                                                                35.7%               Europe                                                21.3%                                                                          17.0%
  Hemisphere                                                UK                                                   11.4%                                                                                                   Spain
       24.1%                                                                                                                                                                                              UK             14.5%
                                                         20.5%                                                                                                                                            65.8%
                                                                                                                  Hong Kong
                                                                                                                      13.3%                                                                                                     Rest of          UK
                             US                                             Europe                                                   UK                                                                                                       16.5%
                                                                                                                                                                                                                           World 16.4%
                             25.4%                                          23.3%                                                    25.3%

               Total = $318,845m                                   Total = $265,906m                                      Total = $116,008m                                    Total = £44,286m                                  Total = £31,104m




   Rio Tinto³                                          GlaxoSmithKline                                      Anglo American³                                       BAT³                                                British Gas

                    Rest of World                                                                                               US
                                                                            UK                                                7.1%
                         4.5%                                                                                                            Rest of Africa
                                                                          3.9%                                                                                                    US
                                                                                                                                         1.8%                                                                                                 Asia Pacific
      Australia and                                                                                         South America                                                         11.3%                                                       11.2%
  New Zealand 6.3%                    Asia                                                                          8.6%
                                      28.2%                 Rest of                                                                                                 Africa /                                       South America
                                                             World                                                                                               Middle East                              Europe
  Europe 17.5%                                                                                                                                                                                                             11.8%
                                                             20.8%                                                                                                    15.3%                               36.3%
                                                                                           US                    South                         Europe
                                                                                           51.6%                 Africa                        44.3%
                                                                                                                                                                                                                   Mediterranean                         Europe
                                                                                                                 17.5%
                                                                                                                                                                                                                           11.8%                         43.5%
           Japan                        US                       Europe                                                                                        Latin America
           19.6%                     23.9%                        23.7%                                                                                        18.3%
                                                                                                                    Australia &
                                                                                                                                                                                                                                      US
                                                                                                                    Asia 20.7%                                                                 Asia Pacific
                                                                                                                                                                                                                                   22.2%
                                                                                                                                                                                               18.8%
                 Total = £25,902m                                     Total = £20,078m                                    Total = $33,072m                                      Total = £9,762m                                    Total = £7,136m



  Source: Bloomberg, January 2007
  ¹ HSBC do not separate revenue by country, however they separate profits thus figure for UK/Rest of Europe indicate profit split of European revenue (69%)
  ² RDS do not separate revenue by country, however they separate oil sales by volume, showing the UK accounting for 15% of the total European volume
  ³ Does not separate revenue by country so Europe includes UK



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                                                                                                             PRESENTATION - V5.PPT                                                                                                                            4
Not only issuers internationalising so is capital
    1998                                                               2008                                                                Recent trends

                     Mercury AM                                               Legal & General (UK)
                                                                                                                                              International investors
                                                        3.97%                                                                      3.86%
                                                                                                                                                  Increasing international fund managers
             Prudential PM (UK)                    3.10%                        Barclays GI (UK/US)                              3.24%
                                                                                                                                                   are amongst top 20 UK market
               Schroder IM (UK)                 2.52%                                    M&G IM (UK)                      2.22%                    investors
              Standard Life (SC)            2.05%                                    Capital (UK/US)                     1.84%                    c.20% of “local” UK fund managers’
                                                                                                                                                   FUM is overseas investment
         Legal & General IM (UK)           1.66%                                  Standard Life (UK)                 1.62%
                                                                                                                                              Increased index tracking
                    BZW IM (UK)           1.55%                                State Street (UK/US)                  1.52%
                                                                                                                                                  Pure trackers—up to 10%
                      PDFM (UK)           1.52%                                     Fidelity (UK/US)                 1.45%
                                                                                                                                                   —   e.g. L&G, BGI
                 Hermes IM (UK)          1.42%                                        Morley FM (UK)                1.39%
                                                                                                                                                  “Quasi” trackers & active quantitative
                  Gartmore (UK)         1.21%                                 Scottish Widows (UK)                  1.35%                          funds—up to 15%
           Threadneedle IM (UK)         1.11%                                    BlackRock (UK/US)                 1.15%                           —   e.g. Hermes, USS Ltd
                                                                                                                                              Alternative investing
       Source: JPMorgan Cazenove, analysis captures “long-only” institutions
       Names in yellow represent “new” institutions into the top 10 UK institutional investors


    Geographic ownership of the UK market
    FTSE 100                                                           FTSE 250                                                            FTSE Small Cap

                           RoW                                                                     RoW                                               Europe   RoW
                                                                                   Europe
             Europe         5%                                                                      3%                                                 4%      2%
                                                                                    6%
              8%
                                                                                                                                                    US
                                                                                 US
                                                                                                                                                   12%
                                                                                15%
                                                 UK
              US
                                                67%
             20%                                                                                                            UK
                                                                                                                           76%                                                 UK
                                                                                                                                                                              82%
 Source: JPMorgan Cazenove shareholder analysis


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                                                                                       PRESENTATION - V5.PPT                                                                                5
Areas of focus for UK investors regarding overseas
issuers
  Key issues that investors will focus on                                     Key issues that companies should focus on
   PLC structure                                                              Equity story and positioning
                                                                                 Investor cynicism on top-line/margin growth
   Index inclusion—nationality
                                                                                         post-IPO
   Corporate governance                                                                Have the selling shareholder’s left “juice” in
     Relationship with significant shareholders                                         the business?
     Board structure/Combined Code                                                     IPO pricing vs long term value
                                                                                        Valuation methodology depends on
   Control of assets                                                                    sector/business
   Access to cash flows at PLC level
                                                                               Offer size/structure
   Reserves/cash for dividends                                                  Use of proceeds
                                                                                 Free float and strategic shareholders’
   Accounting matters
                                                                                         approach to exit
     IFRS three year financials with clean opinion
                                                                                        Consideration to investor base and
      if aiming for Main Market
                                                                                         aftermarket
     Working capital
     Financial reporting procedures                                           Capital structure to support equity story
                                                                                 Dividend yield, gearing, interest cover
   No significant tax disadvantages
                                                                                 Growth vs yield, acquisitions and organic
     UK domicile no longer relevant                                                     growth




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                                                     PRESENTATION - V5.PPT                                                                6
Plc / “Plc look-alike” issues
  Key issues                     Description

     Poison pill                Takeover Code prohibits use of a poison pill where a takeover is
                                 in contemplation


     Minority shareholder       Section 80/89 of the UK Companies Act 1985 restricts the amount
      protection                 of equity a company can issue on a non-pre emptive basis


     Split and partial voting   Market preference for one line of stock with equal voting
                                 rights


     Share capital              A UK plc requires shareholder approval to increase its share
                                 capital


     Disclosure of interests    Rule 3 and 5 of the Disclosure and Transparency Rules outline the
                                 requirements surrounding disclosure of shareholder‟s positions




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                                             PRESENTATION - V5.PPT                                          7
FTSE inclusion is determined by the Nationality
review committee
  Considerations                                                                              The FTSE family of indices
     Nationality
       Each company is allocated to a single country. FTSE initially                                                                                      FTSE 100
          looks at the country of incorporation. Where incorporation                                                                   FTSE 350
                                                                                                                                                             80%
                                                                                                                                                                         FTSE 350
          and listing are different the company is allocated to the                                               FTSE All Share
                                                                                                                                         94%                           Sector Indices
          country of primary listing                                                                                   98%
       Company must publicly acknowledge adherence to the                                        UK Market                                                FTSE 250
                                                                                                    100%                                                     14%
          principles of the UK Combined Code, Pre-emption Rights and
          the UK Takeover Code as far as practical                                                                                                    FTSE Small Cap
                                                                                                                                     FTSE All-Small         4%
     Majority shareholder                                                                                                                5%
                                                                                                                  FTSE Fledgling                      FTSE Fledgling
       A non-UK incorporated company with a majority shareholder                                                       1%                                  1%
          is unlikely to gain inclusion                                                                                AIM                AIM                AIM       Now eligible for
                                                                                                                       1%                 1%                 1%        FTSE AIM indices
     Each case is evaluated on its own merits
     FTSE index revisions take place four times a year, in mid-March,
      mid-June, mid-September and mid-December
     FTSE index inclusion                                                                    Considerations
       Is a function of full market capitalisation (not free float
          adjusted)                                                                                  Once a company has been included in the FTSE index (based on its market
       Index weightings are free float adjusted—Market cap                                           cap), FTSE index weightings are determined based on free float, using the
          determines index inclusion, free floats determine weightings                                following banding system:
          within the index
     To be included in the FTSE 100, a company needs to rise above                           Free float            Banding           Weighting reflects
      rank 90 (by full market cap)
                                                                                              > 75%                 100%              Full market value
     Following adjustment of index position, index led demand may
      be expected from two key groups of investors:                                           50 – 75%              75%               75% of market value
       “Pure” or hard tracker funds (e.g. Legal & General, BGI,)                             40 – 50%              50%               50% of market value
       Active quantitative funds, seeking to replicate indices within
          given tolerance levels (e.g. Hermès, USS Ltd)                                       30 – 40%              40%               40% of market value
     Exact timing of index led demand can be hard to predict                                 20% - 30%             30%               30% of market value




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                                                                    PRESENTATION - V5.PPT                                                                                               8
London hosts both UK domiciled and non-UK
domiciled companies
  Many non UK domiciled companies are included in the FTSE indices…
  Name                        Listed                                                 Domicile                 FTSE Index
  Aquarius Platinum           May-1999                                               Bermuda                  FTSE 250
  Catlin Group                April-2004                                             Bermuda                  FTSE 250
  Colt Telecom Group          December-1996                                          Luxembourg               FTSE 250
  Experian                    June-2006                                              Jersey                   FTSE 100
  Ferrexpo                    June-2007                                              Switzerland              FTSE 100
  Gem Diamonds                February-2007                                          BVI                      FTSE 250
  PartyGaming                 June-2005                                              Gibraltar                FTSE 250
  Shire                       February-1996                                          Jersey                   FTSE 100
  Talvivaara                  May-2007                                               Finland                  FTSE 250
  Xstrata                     March-2002                                             Switzerland              FTSE 100


  … and some are not
  Name                        Listed                                                 Domicile                 Listing
  AFI Development             May-2007                                               Cyprus                   Main Market
  Dragon Oil                  June-1986                                              Ireland                  Main Market
  Eurasia Drilling            November-2007                                          Cayman Islands           Main Market
  Evraz Group                 June-2005                                              Luxembourg               Main Market
  Grafton Group               November-1999                                          Ireland                  Main Market
  Hansen Transmissions        December-2007                                          Belgium                  Main Market
  Integra Group               February-2007                                          Russia                   Main Market
  JSC Kazkommertsbank         November-2006                                          Central Asia             Main Market
  New World Resources         May-2008                                               Netherlands              Main Market



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                                                   PRESENTATION - V5.PPT                                                           9
Independence from controlling shareholders
  Controlling shareholder                                    Examples of relationship agreements
   The Listing Rules require full disclosure                Halfords (45% held by sponsors post IPO)
    in the Listing Particulars of a person or                 Sponsors may appoint one NED to the board and to any board committee as
    persons                                                        long as they hold greater than 15% of the issued share capital of the
                                                                   company
     Entitled to exercise 30% or more of
       the voting rights at general meetings                  Only directors independent of the sponsors may vote on matters that are in
                                                                   conflict with the interests of the sponsors
     Able to control the appointment of
                                                              Sponsors and sponsor appointed directors may not vote so as to prevent the
       directors able to exercise a majority                       company being capable of carrying on its business independently for the
       of the votes at board meetings                              purpose of the Listing Rules
                                                             Xstrata (35% held by Glencore post IPO)
   Full disclosure is required in the Listing
    Particulars of how the company is                         Glencore may appoint three directors to the board who may not vote on
    satisfied it is capable of carrying on its                     resolutions to approve involvement in agreement with Glencore
    business independently                                    Xstrata and Glencore have entered into mutual confidentiality restrictions
     In practice use of a „relationship                     Yell (30% held by sponsors post IPO)
       agreement‟ used to satisfy
                                                              Sponsors may appoint one NED each and receive certain tax-related
       independence requirement                                    information (unless considered confidential) as long as they hold greater
                                                                   than 10% of the issued share capital of the company
     For Brakes Bros as a listed company
       this would not be onerous—key issue                    No transaction in conflict with the sponsors can occur without majority votes
                                                                   of directors who are independent of the sponsors
       is a >30% ownership stake by a
       venture capital firm—rather than any                  Agreements common to both
       commercial or non-compete terms                        Any sponsor and group arrangement is to be made at arms length and on a
                                                                   normal commercial basis




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                                                             PRESENTATION - V5.PPT
Board composition is also an important facet of
a UK listed plc
 General principles                                               Best practice shape and structure of board
  Increase independent non-exec                                 Board                                 Balance of Executive and Non-Executive Directors (NEDs), and in
                                                                                                        particular Independent Non-Executive Directors¹ (INEDs), such
      representation                                             balance
                                                                                                        that no individual or small group can dominate Board decision
     Formalise appointment and                                                                         making
      roles of directors                                                                               At least half the Board (excluding the Chairman) should comprise
                                                                                                        INEDs
     Institute formal evaluations of                                                                     Smaller company (sub-FTSE 350) should have at least two
      board performance                                                                                      INEDs
     Align executive remuneration                                                                     The Board should appoint a Senior Independent Director (SID)
      with the interests of                                      Chairman and Chief                    Role of Chairman and Chief Executive should normally be
                                                                                                        separate
      shareholders                                               Executive
                                                                                                       Division of responsibilities should be clearly established,
     Enhance focus on internal                                                                         documented and agreed by the Board
      controls and audit                                         Chairman                              Non-Executive
      responsibility                                                                                   Not previously Chief Executive of the Company
                                                                                                       Limited to one FTSE 100 Chairmanship
     Define membership and                                                                            Not Executive Director of another FTSE 100 Company
      functions of board committees                                                                    Should meet independence criteria on appointment
     Greater disclosure of the                                  Executive/Non-                        Board should not agree to Executive Director taking on more than
      workings of the board to                                   Executive                              one Non-Executive Director role in another FTSE100 company nor
                                                                                                        its chairmanship
      shareholders                                               appointments
                                                                                                       Directors subject to election in year one and no more than every
     Pro-active communication                                                                          three years thereafter
      between board and                                          Board committees                      Nomination committee: Majority INEDs
      institutional shareholders                                                                       Audit committee: At least three members, all INEDs
                                                                                                       Remuneration committee: At least three members, all INEDs
¹ Defined (in part) as not an employee over previous 5 years, nor had material business interest in the company over previous 3 years. Has not received additional fee from the company, has no
  close family ties, has no cross directorship links with other directors. Does not represent a significant shareholder


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                                                                       TEAM\INDIVIDUALS\NEIL PASSMORE\UKRAINE\LSE
                                                                                   PRESENTATION - V5.PPT
Preparation for companies considering an IPO
  In the lead up to IPO, prior to detailed preparation, the following areas should
  be focussed upon

       Evidence clear     Present clear strategy and pinpoint prior success
             strategy     Demonstrate achievement against milestones


         Unblemished      Negatives on the financials concern investors, heighten risk and reduce valuation
       financial track    Clear explanation of any flat or negative movement, and one off items
               record

                          Increase the visibility of the company—will aid marketing during the IPO process
  Enhance the profile
     of the company       Consider appointing financial PR at an early stage


                          Institutional investors will expect compliance with recommended corporate
     Appoint suitable      governance guidelines
      Non-Executive
                          Board structure is often a critical path issue and good non-executives can
           Directors
                           significantly aid the marketing process


  Build advisory team     Relationships should be built with advisers at an early stage
                 early    Helps to create confidence at the time of IPO

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                                                                                      L O N D O N A S A L I S T I N G O P T I O N 12
                                        TEAM\INDIVIDUALS\NEIL PASSMORE\UKRAINE\LSE
                                                    PRESENTATION - V5.PPT
JPMorgan Cazenove raised US$60 million for Lubel
Coal Company in an equity private placement
                                                                                                         US$60m                                                          December 2007
 Transaction summary
 Date:                   December 2007
 Offer type:             Equity private placement
 Issuer:                 Lubel Coal Company
 Issuer’s industry:      Mining & Metals
 Gross proceeds:         US$60 million
                                                                                                         Private Placement
 Implied pre-money       US$430 million
 valuation:                                                                                              Sole placement agent and financial adviser
 Issue price and ISC     105p; 221,810,000 shares outstanding post private placement
 Use of proceeds:         Commence Bankable Feasibility Study (BFS)
                          Detailed design engineering for mine and wash plant
                             development and construction
                                                                                                          Company overview
                          Other pre-development costs for the project
                          Evaluate or exploit other possible acquisition opportunities                          Lubel Coal Company owns the development licence for the Lubel
                             in the Ukrainian coal sector                                                         project, a potential long life high quality coking coal mine in the
                          Obtaining the rights to 50% of the resources in Lubelska                               Western Ukraine
                             Block 3 (adjacent to Lubelska 2 License Area)                                       Development plans currently include construction of a modern,
 Sole placement agent                                                                                             underground mine and coal processing plant capable of mining and
                         JPMorgan Cazenove
 and financial adviser                                                                                            processing 5.2 million tonnes of run-of-mine coal into 4.15 million
                                                                                                                  tonnes of high quality, washed coking coal annually
                                                                                                                  With mineable resources/reserves of 162 mt in the Lubelska 1—2 licence
 Transaction highlights                                                                                   
                                                                                                                  area, the Company expects continual production of 5.2mtpa for at least
                                                                                                                  25 years
     Extensive legal and accounting due diligence process together with a                                       The new mine, once constructed, is expected to benefit from close
      business plan review culminated in the production of a private                                              proximity to existing infrastructure, local skilled workforce and
      placement memorandum                                                                                        favourable location in Western Ukraine, 30km from the Poland and the
     Two week management roadshow covered London, Canada, US and                                                 EU border
      Eastern Europe                                                                                             Key strengths include the following
     Valuation driven by DCF analysis of the project, based on indicative                                         A large, long life high quality coking coal resource and reserve base
      cashflows                                                                                                       in Ukraine
                                                                                                                   Potential for increased coal resources and platform for expansion
     Demand came from three key constituencies:
                                                                                                                   Location
       Specialist resource sector investors                                                                       Strong competitive costs and robust economics
       Ukraine/FSU focused investors                                                                              Attractive commodity price outlook
       Pre-IPO private placement investors                                                                        Strong management team
                                                                                                                   Near term liquidity—AIM admission by end of 3Q 2008

     Private placement allowed Lubel Coal to commence its Bankable Feasibility Study with the stated intention of
         seeking an AIM listing by 3Q 2008 in order to fund the equity component of the mine construction phase
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                                                                    TEAM\INDIVIDUALS\NEIL PASSMORE\UKRAINE\LSE
                                                                                PRESENTATION - V5.PPT
The £228m IPO of Ferrexpo was the first IPO of a
Ukrainian company on the London Stock Exchange
                                                                                                           £228m ($450m)                                                         June 2007
 Transaction summary
 Pricing date:             15 June 2007
 Offer type:               Initial Public Offering
 Listing:                  London Stock Exchange, Main Board
 Issuer’s industry:        Metals & Mining
 Greenshoe:                7% of offer size (exercised in full)                                            Sole Financial Advisor, Sponsor,
 Gross proceeds: (pre-
                                                                                                           Global Coordinator and Joint Bookrunner
 shoe)                     £213m/$419m, 152m shares, 48% primary
 Gross proceeds: (post-
 shoe)                     £228m/$450m, 163m shares
 Free float:               25% (pre-greenshoe)                                                              Company overview
 Use of proceeds:          Optimise existing operations; Organic growth; Repay existing
                           debt and exploit acquisition opportunities
 Lock-up:                  Selling shareholder and Company will be locked up for 18 months                         Ferrexpo‟s Poltava mine is one of the world's largest producing iron ore
 Selling restrictions:     Reg S Only (No 144A); No sales to Canada, Australia or Japan                             resources
 Sole Sponsor and                                                                                                  Ferrexpo‟s primary focus is the mining, processing and sale of iron ore
                           JPMorgan Cazenove
 Financial Adviser                                                                                                  in the form of pellets for use in the production of steel
 Joint Bookrunners         JPMorgan Cazenove & Deutsche Bank
                                                                                                                   Unique story attracted interest from a wide pool of investors
                                                                                                                   Substantial under-exploited iron ore reserves and ready access to
 Transaction highlights                                                                                             additional resources requiring commercialisation
                                                                                                                   Under-utilised capacity and brownfield expansion capability
                                          Other 4%                                                                 Favourable geographic location and logistics enabling competitive cost
                          USA 11%                                                                                   of delivery
                                                          Continental Europe                                       Experienced management team capable of delivering Western „best
                                                          34%                                                       practice‟
             Russia/Ukraine                                                                                        The deal was de-coupled with the price range set after meeting key
                   23%                                                                                              investors in London, three days into the roadshow
                                                                                                                   The book witnessed heavy orders towards last few days of the
                                                                                                                    bookbuilding period
                                                                                                                   The book was comprised of good demand from CIS, Emerging Markets,
                                               UK 28%                                                               European and UK accounts




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                                                                                  PRESENTATION - V5.PPT
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            PRESENTATION - V5.PPT

								
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