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Equity Drivers and Reform

Equity Drivers and Reform. Mark Bergman Mark Bicknell Graham Kent Steve Thierbach Stephen Whitbread 25 April 2012. Equity Market Overview. current volatility/uncertainty b lock trades, undocumented deals investor demands increasing issuers and investment banks want more certainty

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Equity Drivers and Reform

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  1. Equity Drivers and Reform Mark Bergman Mark Bicknell Graham Kent Steve Thierbach Stephen Whitbread 25 April 2012

  2. Equity Market Overview • current volatility/uncertainty • block trades, undocumented deals • investor demands increasing • issuers and investment banks want more certainty • longer pre-marketing/shorter road shows? • US investors seeking to participate in 'offshore' transactions • pipeline getting longer

  3. Challenging Execution Standards

  4. Challenging Execution Standards (cont’d) • Expansion of pre marketing activities • IPOs • Pilot fishing/pre-marketing/investor sounding/investor education/road show • Cornerstone/anchor investors • Content and use of materials • Profile raising and 'non deal' roadshows • Secondary offerings/rights issues • FSA activity • Investors demanding more/longer periods of contact with issuers/but not happy with being insiders

  5. Challenging Execution Standards (cont’d) • Sponsor record keeping obligations • Sponsor supervision receiving increased focus from the FSA • Developing common industry practices • Respective roles of investment banking teams, internal legal and compliance teams, outside counsel

  6. SEC Registered Offerings for European Companies – US Listings on the Rise?

  7. SEC Registered Offerings for European Companies – US Listings on the Rise? (cont’d) • Legislative developments – Sarbanes Oxley to Securities Offering Reform to JOBS Act • perception that US listings are costly and difficult • recent offerings generally from tech, biotech, pharmasectors • Benefits for 'emerging growth companies • Reinstatement of confidential review of registration statement • Relaxation of restrictions on pre-offering communications • Use of research/participation of research analysts

  8. Listing Venues

  9. Listing Venues (cont’d) • Developments in Continental Europe • Asia vs Europe • choice of exchange • benefits and burdens • advantages of location vs market for securities

  10. Developments in Documentation

  11. Developments in Documentation (cont’d) • General • Expansion of pre-marketing • Representations, warranties and indemnities on information • Engagement letters/indemnity letters • Procedures/disclaimers • NDAs, cornerstone agreement • US investors in 'offshore' transactions • Additional documentation

  12. Questions ?

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