Tracking the market: Trends in IPOs on AIM Q1 2014

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Market Tracker | Trend Report

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 20141

Contents2 Background and research approach

3 Where is market confidence?

4 Is AIM picking up?

5 An opportune time for private equity investors?

5 Which industry sectors have seen the most IPOs?

7 Why are companies seeking admission to AIM?

8 What type of companies have raised the most money and had the highest market capitalisation post-admission?

9 Where are companies seeking admission to AIM incorporated?

10 Advisers - what fees have nominated advisers charged and which law firms have been advising on Q1 IPOs?

11 What trends are emerging in respect of drafting cyber security risk factors?

12 Are companies including a risk factor in respect of Scotland’s vote on possible independence?

13 What can we expect to see in the months ahead?

14 List of IPOs included in the Report

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 2

Background and research approachLexisNexis conducted research to examine current market trends in respect of initial public offers (IPOs) on AIM in Q1 2014.We reviewed a total of 15 IPOs (a list of which is set out on p.14 of this report).

This report aims to provide an insight into the types of companies seeking admission to AIM, the reasons for companies seeking admission to AIM, the gross proceeds being raised in different industry sectors, the market capitalisation post-admission and which advisers have been involved with the IPOs.

This report also takes a closer look at how the issue of cyber security and the possible effect of Scottish independence are being disclosed to investors by examining the drafting of the relevant risk factors dealing with these matters.

This report updates the Market Tracker Trend Report - Delistings from, and IPOs on, AIM between Q3 2012 to Q3 2013 (the 2013 Report).

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 4Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 20143

Where is market confidence?AIM - looking bright already In the 2013 Report we predicted that an increase in market confidence in the UK and globally would be likely to encourage companies considering an IPO on AIM. This does indeed seem to be the case. According to the Quoted Companies Alliance/BDO Small and Mid-Cap Sentiment Index, powered by YouGov, there have been six consecutive quarters of growth in confidence in smaller growth companies (see chart below from the Quoted Companies Alliance/BDO Small & Mid Cap Sentiment Index, powered by YouGov, which regularly monitors business sentiment of the small and mid-cap quoted company sector).

Increased investor confidence has been matched by a rise in the number of companies seeking admission to the London markets.

How optimistic or pessimistic do you feel about the UK economy over the next 12 months?

© Quoted Companies Alliance/BDO Small & Mid Cap Sentiment Index, powered by YouGov

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We interviewed Edward Craft, a partner at Wedlake Bell LLP and Chairman of the Corporate Governance Expert Group of the Quoted Companies Alliance, who explained that sentiment and confidence is high in comparison to the levels of confidence seen in 2012, and is growing.

“The sentiment index is very positive.” Edward Craft, Partner, Wedlake Bell LLP

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 4

Is AIM picking up? Significant rise in AIM IPOs There has been a marked increase in the number of companies making their debut on AIM. However, the upturn in companies seeking admission to AIM has come from a low base due to the recent financial crisis and resulting recession.

In Q1 2012, 8 companies floated on AIM, dropping to only 6 companies in Q1 2013.

In Q1 2014 there were 17 IPOs on AIM, suggesting that 2014 will be a bumper year for AIM. 1

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Three companies together raised 65% of the aggregate gross proceeds raised.

Millions more being raisedIn addition to an increase in the number of IPOs on AIM, we saw a significant increase in the amount of money being raised and the market capitalisation post-admission. Closer examination of this increase shows that in both cases it was not evenly spread across the 15 IPOs, as approximately 65% of the gross proceeds was split between 3 of the 15 companies seeking admission to AIM, and approximately 65% of the market capitalisation was split between 5 of the 15 companies seeking admission.

1 This report covers the 15 IPOs which satisfied LexisNexis’ coverage requirement of having a minimum market capitalisation of £25 million on admission to trading on AIM.

Gross proceeds and market capitalisation

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Gross proceeds In Q1 2012, £67 million gross proceeds were raised by companies seeking admission to AIM. This figure dropped to £37 million in Q1 2013.

The gross proceeds raised by companies seeking admission to AIM in Q1 2014 was £1,115 million, which is a 2914% increase on the equivalent figure for Q1 2013.

The gross proceeds raised by 3 companies, namely boohoo.com plc (£300 million), Dalata Hotel Group p.l.c. (£221.54 million) and DX (Group) plc (£200.52 million), together accounted for approximately 65% of the aggregate gross proceeds raised by the 15 companies seeking admission to AIM.

Market capitalisationThe market capitalisation post-admission of companies seeking admission to AIM in Q1 2012 was £411 million, falling to £219 million in Q1 2013.

The market capitalisation post-admission in Q1 2014 was £2,757 million, which is a 1159% increase on the equivalent figure for Q1 2013.

The market capitalisation post-admission of 5 companies, namely boohoo.com plc (£784.15 million), Dalata Hotel Group p.l.c. (£281.06 million), DX (Group) plc (£260.68 million), SafeCharge International Group Limited (£253.84 million) and Hurricane Energy plc (£235.38 million), together accounted for approximately 65% of the aggregate market capitalisation post-admission of the 15 companies seeking admission to AIM.

© LexisNexis

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Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 6Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 20145

An opportune time for private equity investors? A high number of private equity and venture capital investors have exited their holdings by way of an IPO in Q1 2014. This trend is being seen in markets across the globe.

Private equity investors will usually aim to hold on to their investments for three to five years. As a result of the recent recession, many private equity investors have been unable to exit their investments. Current market conditions are beginning to present an opportune time for private equity investors to sell their shares and realise returns.

Private equity

Private equity selling shareholderOther selling shareholder

Which industry sectors have seen the most IPOs?IPOs were most frequent in the pharmaceuticals & biotechnology and healthcare industry sector During the first quarter of 2014 a fifth of the IPOs on AIM were carried out by companies in the pharmaceuticals & biotechnology and healthcare (pharma & biotech and healthcare) industry sector (3 IPOs), with the retail industry sector (2 IPOs) and the media & telecommunications industry sector (2 IPOs) together representing just over a fifth of the IPOs on AIM. Of particular note were the high profile companies from the retail industry sector, eg Koovs plc and boohoo.com plc.

The trend of retail and pharma & biotech and healthcare companies seeking admission to AIM seems to mirror what happened on the Main Market, where AO World plc, McColl’s Retail Group plc, Poundland Group plc, Pets at Home Group Plc, Circassia Pharmaceuticals plc and Lenta Ltd all recently floated.

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Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 6

IPOs by industry sector

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Pharmaceuticals & biotechnology and healthcare industry sector The pharma & biotech and healthcare industry sector accounted for the highest number of IPOs on AIM. This is in line with general market activity as investor appetite in respect of this industry sector appeared to be strong globally in Q1 2014, particularly in the United States of America (US).

The buoyancy of US equity capital markets in the pharma & biotech and healthcare industry sector may be explained by recent major reforms to the US healthcare system. The roll out of health insurance reforms pursuant to the Affordable Care Act 2010 has begun to significantly alter the US healthcare market by shifting the market from a focus on volume to a focus on value, in part, because insurers are increasingly unwilling to pay for drugs that provide limited benefits for patients.

Recent reforms pursuant to the Affordable Care Act 2010, such as new rules that came into effect on 1 January 2014 prohibiting insurance companies from refusing to insure an individual’s pre-existing condition, are placing pressure on the typical business models of big pharmaceutical companies in particular. Usually such companies would undertake their own R&D, developing innovations through to commercialisation. This process involves both significant risk and significant cost, and in 2013 big pharmaceutical companies saw almost no revenue growth (a trend which is not unique to the US but is being seen globally).

There are suggestions that pharma & biotech and healthcare companies need to target specific markets to increase revenue, and creative, small companies in this industry sector may be well-placed to benefit from selling niche products. As a market targeted at smaller growing companies, AIM is proving to be an attractive destination for companies looking to raise capital to fund R&D, eg Horizon Discovery Group plc, a company specialising in personalised, targeted medicine.

Going forward we can expect to see continued investor interest in the pharma & biotech and healthcare industry sector, specifically in companies with strong product differentiation. The UK’s attractive R&D tax credits and patent box scheme provide further incentive for smaller pharma & biotech and healthcare companies to look to London as a good location to float. Further information on these matters can be found in LexisPSL IP & IT.

Retail industry sectorGenerally, current market conditions are looking good for retail companies wanting to float, especially those that are household names, such as boohoo.com plc. In the EMEIA there has been strong investor appetite to subscribe for shares in companies with strong brand names. This increased investor appetite encouraged IPOs on both the Main Market and AIM in Q1 2014.

In our Talking Point looking at the IPO market (March 2014) Edward Craft, a partner at Wedlake Bell LLP, provided insight into the attraction of retail companies in the current economic climate. Edward explained that, as the UK emerges from the recent recession, retail companies which generate cash are likely to be attractive to investors because of the likelihood that they will be able to pay dividends.

“Cash-generative businesses are more likely to be able to pay dividends, which in the current economic climate is particularly attractive to investors.” Edward Craft, Partner, Wedlake Bell LLP

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Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 8Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 20147

Why are companies seeking admission to AIM?Companies are seeking admission to AIM to enable growth & development Companies tended to state that they were seeking admission to AIM to enable growth & development and future acquisitions, as well as other company specific reasons.

Reasons for IPOs

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All of the companies that were admitted to AIM in Q1 2014 issued new ordinary shares, thereby raising new capital.

Six companies sought admission to AIM with the intention of using part of the proceeds raised to undertake acquisitions, indicating that these companies were confident of their ability to raise funds on AIM for the purpose of executing their acquisition strategy.

The confidence revealed by the reasons for companies seeking admission to AIM in Q1 2014 contrasts with the lack of confidence evidenced in our 2013 Report into delistings from, and IPOs on, AIM between Q3 2012 and Q3 2013.

Our 2013 Report revealed that certain companies were delisting from AIM due to the inability to raise further finance and the cost of maintaining admission to AIM outweighing the benefits of AIM admission.

The reasons for companies seeking admission to AIM in Q1 2014 demonstrate that companies are beginning to take the view that it is possible to raise finance on AIM and the benefit of AIM admission now outweighs the continuing cost of maintaining admission to AIM.

“ There is, at last, an increasing element of companies that are actually growth businesses looking to fund their expansion plans by raising risk capital from shareholder funds.”

Edward Craft, Partner, Wedlake Bell LLP

© LexisNexis

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 8

What type of companies have raised the most money and had the highest market capitalisation post-admission?Travel, leisure & hospitality companies have raised the most money and retail companies have had the highest market capitalisation post-admission The travel, leisure & hospitality industry sector accounted for the highest level of average gross proceeds raised (£221.87 million) with the transport industry sector being the next highest, accounting for average gross proceeds of £185 million. This was followed by the retail industry sector, which accounted for £161 million.

Retail companies had the highest average market capitalisation post-admission (£298.15 million), closely followed by oil, gas & chemicals companies with an average market capitalisation post-admission of £271.7 million.

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Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 20149

Where are companies seeking admission to AIM incorporated?Majority of companies seeking admission to AIM were incorporated in England and WalesOf the 15 companies that sought admission to AIM in Q1 2014, 8 were incorporated in England and Wales operating in a range of industry sectors (media & telecommunications, oil, gas & chemicals, pharma & biotech and healthcare, transport, retail and engineering & manufacturing). No single other country accounted for more than 2 IPOs in Q1 2014.

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All three of the pharma & biotech and healthcare companies that floated on AIM were incorporated in England and Wales.

In our interview with Edward Craft in March 2014, he felt that there was a decent level of IPO activity of companies operating within the UK compared with the companies that had come to the market over the last few years, which were generally using London as a forum for admission to trading, but were not really UK centric businesses employing many people in the UK.

“The good news is that there is now a decent level of IPO activity of businesses which are really operating within the UK.” Edward Craft, Partner, Wedlake Bell LLP

© LexisNexis

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 10

Advisers - what fees have nominated advisers charged and which law firms have been advising on Q1 IPOs?Nominated adviser feesThe nominated advisers acting on AIM IPOs in Q1 2014 were:

• Cenkos Securities plc• Charles Stanley Securities• finnCap Ltd• J&E Davy• Jefferies International Limited• Liberum Capital Limited• N+1 Singer Advisory LLP• Panmure Gordon (UK) Limited• Peel Hunt LLP• Shore Capital & Corporate Limited• Zeus Capital Limited

The average fee charged by the nominated advisers was £61, 677, with the lowest fee being approximately £29,000 and the highest fee being £75,000. The lowest fee was charged by J&E Davy to advise on the IPO of Dalata Hotel Group p.l.c., a company operating in the travel, leisure & hospitality industry sector.

Legal advisersThe following legal advisers advised on AIM IPOs in Q1 2014:

Law firm Number of IPOs (per law firm)

A&L Goodbody, Ashurst LLP, Berwin Leighton Paisner LLP, BPE Solicitors LLP, Dechert LLP, Dentons UKMEA LLP, Field Fisher Waterhouse LLP, Foot Anstey LLP, Linklaters LLP, Macfarlanes LLP, Nabarro LLP, Norton Rose Fulbright LLP, Olswang LLP, Osborne Clarke, Pannone Corporate LLP, Schofield Sweeney LLP, Simmons & Simmons LLP, Squire Sanders (UK) LLP, Travers Smith LLP, White & Case LLP and William Fry

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Addleshaw Goddard and Covington & Burling LLP 2Wragge Lawrence Graham & Co 3DLA Piper UK LLP 4

DLA Piper UK LLP acted as legal adviser on the highest number of IPOs on AIM in Q1 2014. These four IPOs raised gross proceeds of approximately £146 million on average per IPO. This includes the IPO of boohoo.com plc, which raised £300 million gross proceeds.

Wragge Lawrence Graham & Co (the result of a merger between Wragge & Co LLP and Lawrence Graham LLP) advised on the second highest number of IPOs. These three IPOs raised gross proceeds of approximately £20 million on average per IPO.

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 201411

What trends are emerging in respect of drafting cyber security risk factors?Cyber security – an emerging business problemCyber security is increasingly becoming an issue for companies that hold large amounts of online intellectual property, personal data and/or financial information. Particularly at risk are retail companies and healthcare companies (according to The Financial Times, healthcare companies were those most at risk of cyber-attack in 2013, followed by retail companies).

Cyber security has also escalated from a business problem to a diplomatic one, affecting relations between countries, most recently between the United States and China, when in Q1 2014 the Chinese government criticised the United States’ National Security Agency for cyber spying on Huawei Technologies Co., Ltd.

A number of companies that rely heavily on IT systems to trade and/or hold large amounts of valuable online assets have already included a standalone risk factor disclosing the risk of cyber-attack. Going forward we expect that companies operating in industry sectors that are less at risk of cyber-attack will err on the side of caution and include a standalone risk factor to protect the issuer in any event.

“ Cyber-attack is one of the systemic risks for which management control is needed.”

Edward Craft, Partner, Wedlake Bell LLP

Drafting examplesRetail industry sectorThe admission document of boohoo.com plc contained the following wording: “the company relies on its IT infrastructure and in particular the website. If the website were to fail or be damaged this could seriously impact the group’s ability to trade. boohoo mitigates this risk by investing in IT infrastructure including having appropriate backup systems–the group does not presently have a comprehensive disaster recovery plan in effect but it is proposed to put a plan of this nature into place. Business recovery plans are in place which have been designed to minimise the impact of damage or denied access to third party IT systems” .1

1 Page 35 of the admission document.

Pharmaceuticals & biotechnology and healthcare industry sector The admission document of Horizon Discovery Group plc contained the following wording: “the group depends on… information technology systems. The group may not be able to access its facilities as a result of events beyond the control of the directors, such as extreme weather conditions, flood, fire, theft or terrorist action. Any damage to or failure of its equipment and/or systems could also result in disruptions to the group’s operations. The group’s disaster recovery plans may not adequately address every potential event and its insurance policies may not cover any loss in full or in part (including losses resulting from business interruptions) or damage that it suffers fully or at all. The occurrence of one or more of these events could have a material adverse effect on the group’s business, financial position or prospects”.2

2 Pages 32-33 of the admission document.

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 12

Are companies including a risk factor in respect of Scotland’s vote on possible independence?Most companies are not including a risk factor in respect of Scotland’s vote on possible independence

Risk factor in respect of Scotland’s vote on independence included in the admission document

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© LexisNexis

Perhaps surprisingly, in Q1 2014 most companies did not include a risk factor in respect of Scotland’s vote on possible independence. If Scotland decides to remain part of the UK, all of the three main political parties have agreed to transfer significant fiscal powers to the Scottish government. The powers promised by the Conservative Party would include the ability to raise or lower income tax applicable to individuals. A tax differential between the income tax rate in the UK and Scotland will affect the amount of disposable income of the Scottish public generally and may impact upon certain business’ financial condition. Retail companies in particular may see their sales and/or revenue reduced if the level of income tax were raised in Scotland resulting in their customers having less disposable income to spend at their discretion. The admission documents of Hurricane Energy plc (which

operates in the oil, gas & chemicals industry sector and was advised by Dentons UKMEA LLP) and Atlantis Resources Limited (which operates in the energy & utilities industry sector and was advised by Ashurst LLP) each included a risk factor in relation to Scotland’s vote on possible independence. Both Hurricane Energy plc and Atlantis Resources Limited have significant Scottish operations.The risk factors in both of the admission documents disclosed the possibility that there may be a material adverse effect on the issuer’s financial condition if Scotland votes to become an independent state.In the latter half of 2014 we expect that a higher number of companies seeking admission to the Main Market or AIM will include a risk factor in relation to the Scottish referendum on 18 September 2014. In particular, we expect to see companies that operate in industries which are subject to a high level of governmental regulation being advised to include an appropriate risk factor.

Drafting examplesOil, gas & chemicals industry sector The admission document of Hurricane Energy plc contained the following wording: “a referendum in respect of Scottish independence from the United Kingdom is to be held on 18 September 2014. It is not clear what the effect of such independence (should it come to pass) would have on the regulatory and tax environment applicable to oil and gas operations in the UKCS or the business of the group and its assets. Accordingly the current laws and regulations to which the group is subject could change significantly in these circumstances which could potentially have a material adverse effect on the group’s business, financial condition and prospects”.1

1 Pages 42-43 of the admission document.

Energy & utilities industry sector The admission document of Atlantis Resources Limited contained the following wording: “many of the group’s projects are likely to require political and financial support from governments in the relevant jurisdictions including in relation to the MeyGen project, Scotland. If such support is not forthcoming, or should the relevant governments change their policies towards a project (or in the case of Scotland, if the people of Scotland vote for independence and as a consequence the Scottish government changes its policy towards the MeyGen project), then the relevant project may not get developed which is likely to have a material adverse effect on the company’s business, financial condition, operations and prospects”.2

2 Page 58 of the admission document.

Lexis®PSL Corporate customers can find further drafting examples at lexisnexis.co.uk/MTTR/AIM/drafting

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 201413

What can we expect to see in the months ahead?

How optimistic or pessimistic do you feel about your own company’s prospects/small and mid-cap prospects over the next 12 months?

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This chart comes from the Quoted Companies Alliance/BDO Small & Mid Cap Sentiment Index, powered by YouGov.

Investors appear to be becoming more selective about the companies in which to invest due to several companies underperforming following their admissions. Xeros Technology Group plc was trading below its admission price at the start of Q2 2014 and Patisserie Holdings plc priced at the bottom of its range. However, there is still a strong pipeline of companies seeking admission, particularly, retail, property and technology companies and market confidence remains high (see chart above).

Investors are now looking to invest in companies with strong growth prospects that are distinct from companies already quoted. Accordingly, companies which fall into this category and have sensible valuations are unlikely to be deterred from seeking admission.

“Confidence is stabilising at a healthy level.” Edward Craft, Partner, Wedlake Bell LLP

© Quoted Companies Alliance/BDO Small & Mid Cap Sentiment Index, powered by YouGov

Market Tracker | Trend Report Tracking the market: Trends in IPOs on AIM Q1 2014 14

List of IPOs included in the Report IPOs on AIM in Q1 2014

1. Atlantis Resources Limited2. boohoo.com plc3. CityFibre Infrastructure Holdings plc4. Dalata Hotel Group p.l.c.5. DX (Group) plc6. Horizon Discovery Group plc7. Hurricane Energy plc8. Koovs plc

9. Manx Telecom Plc10. SafeCharge International Group Limited11. Summit Germany Limited12. Venture Life Group plc13. Xeros Technology Group plc14. XLMedia PLC15. 4d pharma plc

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LexisNexis Corporate | Free ContentMarket Tracker Talking Points Videos

We have a wealth of free content available on our Corporate Microsite. Our Market Tracker Talking Points is a webcast broadcast monthly in which we discuss key trends in the market with leading practitioners.

Find out more at lexisnexis.co.uk/MTTR/AIM/Talkingpoints

In the first video, Louise Wolfson, a partner at Pinsent Masons LLP, discusses the UK Listing Rule changes on controlling shareholders with our LexisPSL Corporate expert, Anne-Marie Claydon.

In the second video, Edward Craft, a partner at Wedlake Bell LLP and Chairman of the Corporate Governance Expert Group of the Quoted Companies Alliance, discusses the London IPO market with our LexisPSL Corporate expert, James Hayden.

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