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Raising Capital in the Global Markets - London
London is the leading global financial center (source: The Global Financial Centers Index, Sept. 2012)
Ahead of New York and the rest of the world
The London Stock Exchange is the most successful international stock market
London Stock Exchange
As of September 2012:□ 2218 companies listed in London
□ 541 are overseas companies from around 70 countries
Divided into:□ The main market - premium and standard
segments
□ AIM
□ The Professional Securities Market
□ The Specialist Funds Market
London Stock Exchange, cont’d
Full range of securities can be listed□ Ordinary Shares
□ Preference Shares
□ Debt
□ Depositary Receipts
□ Investment Entities
□ Securitized Derivatives
□ Securitized Commodities
□ UK REITs
Raising Capital in the Global Markets - Warsaw
The Polish Capital Market is one of the most vibrant in Europe.
Warsaw Stock Exchange (WSE) is one of the most active and fastest growing stock markets in the region.
Polish banks still finance business projects unlike their founders in various euro countries.
There is an abundance of private equity funds in Warsaw seeking investments.
United States
Equity raised from Israeli companies in the last 3-5 years
NasdaqGM:TSEM 20.0 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
PIPE 01/07/2009
SPAC Transactions within the last 6 months
PIPEs Transactions within the last 6 months
JOBS Act
JOBS Act signed into law in early April 2012
Designed to encourage smaller companies to go public through a phase-in of disclosure requirements
Creates a new category of issuer: “Emerging Growth Companies”
□ Total annual revenue of less than $1 billion
□ Remains an EGC until:
The last day of the fiscal year in which the issuer had $1 billion or more in annual revenues;
The last day of the fiscal year following the 5th anniversary of IPO;
The date on which the issuer has, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
The date when the issuer is deemed to be a “large accelerated filer” under SEC rules.
JOBS Act, cont’d
EGCs have easier access to U.S. public markets□ Reduced disclosure requirements and confidential
filings in connection with IPOs, including:
Only two years of audited financials
Exemption from Say-on-Pay advisory votes
Delay in compliance with auditor attestation on internal controls and other related concessions
□ Ability to “test the waters” by engaging in oral or written communications with potential investors that are QIBs or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering
JOBS Act, cont’d
JOBS Act provides greater flexibility in private offerings□ SEC has proposed rules to remove the prohibition
against general solicitation and general advertising in offerings pursuant to Rule 506 under Regulation D, provided that the issuer verifies all of the purchasers of securities are accredited investors.
□ In addition, general solicitation and general advertising would not be prohibited in secondary sales under Rule 144A so long as only QIBs are purchasers in the offering.
□ Final rules are expected to be adopted prior to 12/31/12
JOBS Act, cont’d
Practical Impact and Market Trends□ EGCs have taken advantage of the ability to file for
an IPO on a confidential basis and resolve all SEC comments before public marketing commences
Issuer has ability to “pull” or withdraw the filing without the public ever knowing an IPO was contemplated
□ Current market trend is to “pre-sell” the IPO to ensure its success
EGC can “test the waters” prior to public launch
Success of transaction heightened despite volatile markets
JOBS Act, cont’d
Pre-Selling IPO:□ EGCs include a concurrent private placement at
IPO price or secure “indications of interest” from strategic partners or key investors prior to launch of roadshow
□ Concurrent private placement relies on “Black Box” no-action letter and its progeny
□ Typically 2/3 – 3/4 of IPO is “pre-sold”
□ Requires disclosure of concurrent private placement and indications of interest in prospectus
□ Very effective for technology/life science companies that have existing relationships with strategies
□ Private placement shares subject to long-term lock-up (6 months to one year)