Raising Capital in London

Presented by Andrew Caunt10 June 2008

Ensuring the proper legal framework

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IPO Timing in Context

Phase IPreparation

Phase IIReview and Marketing Preparation

Phase IIIOffering

Phase IVPricing and Closing

1-2 months 1-2 months 3-4 weeks

• Organisational meeting• Due diligence• Prospectus drafting• Legal and accounting

preparation• Submission to

UKLA/other regulators

• Begin review process with UKLA

• Valuation/positioning• Prepare analyst

presentation and road show

• Research analyst briefing

• Respond to UKLA comments

• Pricing• Allocation• Trading and

stabilisation• Closing• Research coverage• Aftermarket support

• Decision to launch• Release pre-deal

research• Set size and price

range• Bulk print prospectus• Roadshow and

bookbuilding

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Key Legal Requirements for IPO

PRIMARY LISTING SHARES ON LONDON STOCK EXCHANGE

SECONDARY LISTING OF SHARES OR GDR LISTING ON LONDON STOCK EXCHANGE

Prospectus approved by UK Listing Authority

Yes Yes. NB: Listing Particulars if GDR listing on Professional Securities Market

Number of Years’ audited historical financial information

3. Must not be older than 6 months 3 (or such shorter period that the issuer has been in operation). 6 month interims required if older than 9 months

IFRS or equivalent for Non-EEA issuers?

Yes Yes. NB: Local GAAP acceptable if GDR listing on the Professional Securities Market

Sponsor required? Yes No

Minimum market capitalisation £700k £700k

Minimum of 25% of shares or GDRs in public hands

Yes Yes

At least 75% of issuer’s business must be supported by a 3 year revenue earning track record

Yes No requirement

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Key Legal Requirements for IPO (cont’d)

PRIMARY LISTING SHARES ON LONDON STOCK EXCHANGE

SECONDARY LISTING OF SHARES OR GDR LISTING ON LONDON STOCK EXCHANGE

Issuer must have controlled the majority of its assets for the 3 year period

Yes No requirement

Compliance with Listing Principles

Yes No requirement

Clean working capital statement (sufficient working capital for at least 12 months from date of prospectus)

Yes No requirement

Free transferability of securities Yes Yes

Continuing obligations Yes Yes

Corporate Governance –Non-UK incorporated issues

Must comply with domestic regime & explain significant differences from the UK Combined Code on Corporate Governance

No requirement to comply with UK Combined Code or explain differences. NB: investors are likely to expect compliance with certain aspects. Discuss with your advisers

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Key documentation requirements

Document

Prospectus/Listing Particulars

Underwriting Agreement Comfort Letters Roadshow Presentation

Relationship Agreement

Primary Responsibility

Sponsor/financial adviser, Company’s lawyers

Sponsor’s lawyers Auditors Sponsor, Company, Roadshow

consultant (if used) Company’s lawyers

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Prospectus document contents

Detailed content requirements currently contained in the Prospectus Rules

Always subject to the overriding requirement of Financial Services and Markets Act 2000 (FSMA) that a prospectus must contain…

“…the information necessary to enable investors to make an informed assessment of –

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and

(b) the rights attaching to the securities.” Both the Prospectus Rules and FSMA require that a prospectus

presents a “warts and all” picture of the company

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Managing the legal risk

Due diligence – commercial, legal, financial

Drafting meetings/Q&A

D&O questionnaires

Verification

Comfort letters

US Legal opinion

Board

approval

The process of reducing

risk

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Planning your strategy

Appointment of advisers Tax planning Board/senior management

composition Financial reporting Development of equity

story/valuation modelling Review company website

Capital structure Selling shareholders Expert reports Management/employee

incentivisation Corporate housekeeping Timing of potential acquisitions Deal structure

domestic offering US offering

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Checklist for Success

Early identification of any special accounting work Anticipate due diligence requirements Carefully plan for availability of management Publicity – follow publicity procedures

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About White & Case

White & Case LLP is a leading global law firm with 2,300 lawyers in 36 offices in 24 countries.

Among the first US-based law firms to establish a truly global presence, we provide counsel and representation in virtually every area of law that affects cross-border business. Our clients value both the breadth of our network and depth of our US, English and local law capabilities in each of our offices and rely on us for their complex cross-border transactions, arbitration and litigation.

Whether in established or emerging markets, the hallmark of White & Case is our complete dedication to the business priorities and legal needs of our clients.

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Our Approach

Our approach is based on listening to our clients’ needs, taking the time to understand their business and responding with effective strategies and solutions, no matter how big the opportunity or formidable the challenge. With new technologies, globalization, consolidation and other forces continuously changing how business gets done, we help our clients evaluate the risks and rewards of ventures designed to advance their interests.

We work with the world’s most established and respected companies, including 75 percent of the Global Fortune 100 and 25 percent of the Fortune 500, as well as with start-up visionaries, governments and state-owned entities.

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Recognition

Leading industry publications consistently recognize White & Case for exemplary work, including:

“White & Case is a dominant force in the major markets of Europe, North America and Asia. Synonymous with excellence, White & Case is a truly global player.” —PLC Which Lawyer? 2006 Yearbook

A Top Ten Global Law Firm —American Lawyer, 2007 International Arbitration Team of the Year 2007 —Chambers USA Client Service Firm of the Year 2006 —Chambers Global Restructuring Team of the Year 2006 —IFLR Americas Awards Banking and Finance Team of the Year 2005 —Legal Business Global Law Firm of the Year 2005 —Project Finance International Ranked Top Five in Global Bankruptcy 2006 —The Deal Infrastructure Team of the Year 2005 —The Lawyer Transportation & Infrastructure Legal Adviser of the Year 2005 —Infrastructure Journal Defense Hot List 2006 —The National Law Journal One of the Top Five Law Firms For Global M&A 2005 —Thomson Financial/Bloomberg Ranked Second in Global Private Equity 2006 —PLC Cross-Border Quarterly Best Firm for Oil & Gas Financings and Petrochemicals Financings 2005 —Project Finance One of the Top Ten Antitrust Law Firms 2007 —Global Competition Review A Leading Privacy Law Firm 2006 —Computerworld. One of the Top Ten Global Employment Law Firms 2006 —PLC Cross-Border Quarterly Top International Law Firm 2008 —Vault Guide to the Top 100 Law Firms

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Our Presentation Team

Andrew Caunt Partner, London 5 Old Broad StreetLondon EC2N 1DWUnited KingdomT: + 44 20 7532 1525F: + 44 20 7532 1001 Email: acaunt@whitecase.com

Andrew Caunt is a partner in the firm’s Banking and Capital Markets Group and joined the London office of White & Case in May 2007.

He has extensive experience of advising issuers and underwriters in capital markets transactions with particular emphasis on equity offerings on both the London Stock Exchange’s main market and AIM.

His transactional experience includes IPOs, secondary offerings (including follow on primary offerings and rights issues) and quick to market transactions.

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Worldwide. For Our Clients.

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