/download/materials/Goldstein.ppt

Aaron Goldstein Head of Russia and CIS Business Development April 2008 Benefits of Listing on NYSE Euronext

Global Choice of Listing Venues & Products
5% equity stake
Flexible Listing Venues Complement Capital Market Objectives
5% equity stake
Asia
NYSE
Cash Equities
Fixed Income
ETFs
DRs
NYSE Arca
Cash Equities
Equity Options
ETFs
DRs
Euronext
Cash Equities
Bonds
ETFs
Certificates
Warrants
DRs
Alternext
Cash Equities
DRs
Liffe
Derivatives
Gateway to the Euro-zone Americas Europe Strategic Relationships NYSE Euronext The world’s largest equity market

NYSE Euronext – Global Exchange Leadership
Global Exchange
1 st Transatlantic Marketplace
Largest exchange by market capitalization of listed companies: $30 trillion
80 of the 100 largest companies globally
The world’s largest liquidity pool
Daily trade in equity $142 billion(1/3 of the world’s trade)/Daily Derivative LIFFE Euro 1.8 trillion
Listing venue of choice: over 4,000 listings from 55 countries
Global Source of Capital Raising
Premier Brand
Diversified Product Offering
Financial Strength
A listed company: $20bn market capitalization
AA rated
Investor Confidence - Sound Governance and Regulatory Framework

Value Proposition For Issuers
Listing Venue Choice
Multiple entry points for issuers of any size and geography
Listing options complement issuer’s strategy over time
Enhanced Liquidity
Access to $ and € – the world’s two leading currencies
Extended trading day
Product extensions (ETFs, Indices, Options, Futures…)
NYSE Euronext working towards fungible trading between US and Europe
Broad Investor Pool
Global and local investor access
Wide range of products (Equities, Bonds, ETFs, Derivatives…)
Investor outreach programs
Unique Global Visibility
Unparalleled Brand Association
Superior service offering
Superior peer alignment
Advocacy on Behalf of Issuers

Source: Dealogic, figures include closed-end funds US and Europe: key regions for raising capital and home to the largest pools of financial assets Source: McKinsey, January 2008 Total Financial Assets ($ tr) Euro Zone United Kingdom Japan Emerging Asia Other Western Europe United States Access to the World’s Largest Sources of Capital Total Equity Capital Raised 2007

Total Capital Raised through IPOs 2005-2007 * Hong Kong 2006 figures boosted by IPOs of China’s two largest banks; ICBC and Bank of China (raised combined total of $27.2 billion). Source: Dealogic, exchanges; figures include closed-end funds (exclude ETFs) NYSE Euronext: The Center for Global IPOs Source: Dealogic NYSE Euronext: 307 New Listings in 2007 Large median IPO size in 2007, but wide range ($ 6.4 mln to $ 6 bln ) 28 23 14 Euronext

NYSE Euronext: The Center for Secondary Offerings
NYSE Euronext is the dominant stock exchange for follow-on financing
Euronext has raised more capital through secondary offerings than London SE, Deutsche Boerse and Nasdaq over the past 3 years
Source: Dealogic * single counted

NYSE Euronext: Largest BRIC+K (Kazakhstan) Footprint NYSE Euronext has attracted more international listings from emerging economies than any other stock exchange Source: Bloomberg, NYSE Euronext

Superior Service Offering for Issuers Comprehensive Issuer Support Pre and Post Listing Media support & Press Release Service NYSE Euronext dedicated website for issuers Quarterly web-casting Magazine coverage Advertising Retail and institutional investor targeting programs Inclusion in market indices Event support: full access to NYSE Euronext facilities for investor, board meetings and product launches Visibility Education CEO Leadership forum IR, CEO, Governance forums Investor education via NYSE Euronext websites Information Tools Issuer publications/newsletters Web-based market data resource eGovDirect Dedicated Customer Service Liquidity provision Client service manager Governance specialist

NYSE Euronext European Platform

Euronext – key features
One single cross-border trading platform
Integrated across four countries
Former stock exchanges of Paris, Amsterdam, Brussels and Lisbon
Global footprint
NYSE Euronext is the world’s first truly global marketplace
Listed instruments
Shares
Corporate bonds
Depositary Receipts (GDR, ADR, EDR)
Derivative instruments, including Convertibles, Options, Warrants and Futures
Currency of listing
Euro - the world’s second most important currency
Or any other major currency
Indices
CAC 40, AEX 25, Euronext 100, FTSEurofirst…

Euronext’s Competitive Position in Europe MARKET CAPITALISATION European cash equity market capitalisation (end 2007) TRADING VOLUMES (2007) Source: Federation of European Securities Exchanges (FESE) Figures include domestic & primary international listings
Largest equity market in Europe
Largest trading platform in Europe

Sector Comparison Euronext vs LSE
Euronext sector profile very similar to London Stock Exchange
Euronext – larger in Technology, Consumer Goods, Utilities, Industrials
Total market cap = €2,982 billion Total market cap = €2,769 billion Source: Bloomberg, Euronext & LSE data as December 2007. ICB classification, domestic & primary listings, includes main market, SME market, equity investment instruments.

Unique access to European asset managers
Euro-zone countries dominate investment fund industry in Europe - 82% of total
Assets under management increased 9% in H1 2007 taking total to € 6.4 trillion (UCITS)
NYSE Euronext’s European platform facilitates cross-border access
Source: European Fund & Asset Management Association (EFAMA) end H1 2007 Assets Under Management UCITS – Undertakings for the Collective Investment of Transferable Securities EUR billion

Euronext is dominated by high quality broker-dealers & listing agents
Bulge bracket and pan-European banks dominate the marketplace
Euronext gives access to the Euro-zone…as well as US & UK based investors: all major London based investment banks are active members
Over 50% of trading by London based broker-dealers
Top 25 broker-dealers and listing agents

Euronext IPOs have consistently outperformed other European exchanges over the past 3 years Source: Dealogic December 2007 Figures include main markets and SME markets m

Listing Requirements – Overview

Listing requirements comparison: Euronext vs London SE * Euronext Amsterdam entry point 10% maximum in other listed entities (unless listed entity has 15% investment concentration limit) None Investment restrictions Yes No Feeder funds required to control master fund investment policy Yes – UK Combined Code Not mandatory Corporate governance – majority of board required to be independent Primary listing requirements for investment companies/funds No Yes Non-voting shares permitted Secondary listing on IOB Excluded from main indices Primary listing on main market orderbook Eligible for inclusion in main indices GDR listings Primary listing requirements Yes Yes No No
Shareholder approval required for:
Substantial transactions
Related party transactions
London – Main Market Euronext*

Listing requirements comparison: Euronext vs London SE * Euronext Amsterdam entry point Yes No Requirement for spread of investment risk Yes No Quarterly portfolio reports No – physical delivery Yes Electronic flagging of restricted securities in settlement system Primary listing requirements for investment companies/funds (continued) Yes, limited to 14.99% No (though market abuse directive applies) Restrictions on share buybacks Yes No Future issues of shares only above NAV Yes No Annual explanation on benefit of continued appointment of manager Yes No Requirement for investment manager track record London – Main Market Euronext*

Euronext – The Main Board

Euronext – The Main Board
One cross-border EU regulated market – one rule book
Choice of regulatory entry point to cross-border platform
Borderless
Companies are classified according to sector and market capitalization rather than geographical location
Equal opportunity for international companies to join key indices
Companies from over 30 countries listed
Sound regulatory framework (but no Sarbanes Oxley!)

Top 10 Euronext IPOs 2007 1,656 225 Reinsurance CHF Paris Re 261 261 Equity Investment Instruments CYM Leo Capital Growth SPC 320 302 Medical Supplies NLD/BEL Arseus 643 314 Non ferrous Metals NLD AMG Advanced Metallurgical Group 1,469 324 Electricity PRT REN 363 363 Equity Investment Instruments GGY Lehman Brothers Private Equity 4,224 1,056 Industrial Suppliers FRA Rexel 4,378 1,078 Business Support Services FRA Bureau Veritas 1,314 1,314 Equity Investment Instruments GGY Conversus Capital 2,000 2,000 Non ferrous Metals BEL/AUS Nyrstar Market cap (EUR) Capital raised (EUR) Sector Nationality Company

Legal Marketing Due diligence Required financial statements Positioning Valuation Deal structure Prepare prospectus Apply for listing & regulatory approval (through listing agent) Analyst meeting Presentation material and Q & A practice Pre-marketing to institutions Euronext Listing admission Regulator Prospectus Book building Road show and marketing to investors Appoint listing agent / Lead manager Price fixing Allocation Trading T– 30 to 90 days T– 14 days T– 3 to 6 months Euronext Listing and IPO process Euronext involvement List on Euronext Start trading

NYSE Alternext: the SME Market

Alternext – The SME Market
Why Alternext?
More than 1m €uro-zone SMEs eligible…
… but substantially fewer than 1% listed!
Alternext is an exchange-regulated market;
Designed for small and mid sized companies
Simplified listing rules and ongoing obligations
Open for companies from all sectors and countries
Launched mid-2005
Broad €uro-zone access
Same 4-country trading platform for Euronext and Alternext

Alternext – Key Listing Requirements
2 year company track record (exemption for funds)
IFRS or US GAAP
Audited FY accounts, un-audited 6 months report
Choice of Market Access:
Fast track dual listing through recognised market status
Access via offering circular for companies listed on another market
Use of Listing Sponsor mandatory
Offering circular Not cleared by regulator; disclosures under responsibility of the Listing Sponsor & Issuer Prospectus cleared by regulator EU Prospectus Directive Minimum placing: € 5m Minimum free float: € 2.5m Private placement Access to qualified investors only Public offering Access to retail and/or qualified investors

Alternext – sector breakdown* Alternext has achieved its target as a broad marketplace for SMEs * Market capitalisation, December 2007 - ICB (Industry Classification Benchmark)

Alternext – size profile
Alternext’s target company size of €20m - €250m achieved.
No micro-caps… …better liquidity
Source: Euronext, LSE, December 2007

Alternext – key indicators Source: Euronext, LSE & Bloomberg * end January 2008 ** ICB - Industry Classification Benchmark Alternext today* Alternext vs. AIM Spread ratio = bid–ask spread / last price £= € 1.34 Volatility = annualized standard deviation of the relative price change for the 360 most recent trading days closing price € 2.6m to € 34m Deal size range All sectors represented Sector breakdown** € 9.4m Average deal size 120 Number listed companies € 5 billion Total market capitalisation 50% 42.5% Volatility – 360 day (mean) 42% 48% Stocks with Analyst recommendations 7% 3% Bid-ask spread ratio (median) 12.8 18.2 P/E ratio (median) € 26m € 32m Median market cap Key indicators (Feb 2008) Mainly market maker dependent Hybrid: option of orderbook or market maker Trading model € 72m € 42m Average market cap AIM Alternext

Alternext: IPOs and Investor Base
IPOs:
80% institutional investor participation, underpinning valuations
Investors:
Institutions from 14 countries
Broad continental European institutional take-up
Strong US-UK acceptance
Alternext: Truly Pan-European Source: Lionshares

Alternext - Listing Sponsors
Use of a Listing Sponsor is mandatory
Two main roles as the listed company's long-term partner :
Support the company in preparing for listing
Ensures company fulfils ongoing obligations
No fees to be Listing Sponsor
Requirements to become a Listing Sponsor :
2 years relevant experience
Liability insurance
Fill in application form
Over 60 Listing Sponsors registered…and counting

Alternext Listing Sponsors Crédit du nord CM-CIC Securities Close Brothers Clipperton Finance CIC Banque CIO CFD Corporate Finance Cassagne Goirand et associés Bryan, Garnier & Co Banque Privée Fideuram Wargny Banque Palatine Banque Degroof Avenir Finance Corporate Aurel Leven Securities Atout Capital Arkéon Finance Amsterdams Effectenkantoor Allegra Finance Aélios Finance Kepler Equities Kempen & co KBC Securities IXIS Midcaps Invest Securities Intuitu Capital ING Belgium ING Bank NV IBI H & Associés Grant Thornton Global Equities Fortis First Dutch Capital Fideuram Wargny Exco Euroland Finance EFI Vizille Capital Finance Teather & Greenwood Sodica Société Générale SNS Securities Résalliance & Associés Rabobank Portzamparc Société de Bourse Petercam OTC Securities Oddo Corporate Finance NIBC Nextcap Nexfinance Natexis Bleichroeder L'Lione & Associés KPMG Corporate Finance Leleux Associated Brokers Contact details: www.alternext.com PricewaterhouseCoopers Atlantic Law Llp

Features: KKR Private Equity Investors is a Guernsey limited partnership investment vehicle created by KKR (Kohlberg Kravis Roberts), the US private equity firm . - Listed closed-end fund - 75% assets invested in KKR funds / 25% in opportunistic investments - KKR has a 30 year track record of superior investment returns IPO date – 3 rd May 2006: Funds raised: $5 billion Raised over 3 times original target Offer price: $25.00 (approx. NAV) Joint global coordinators and bookrunners: Morgan Stanley, Citigroup, Goldman Sachs (1/2)

Reasons KKR selected Euronext as its listing venue:
“ Euronext gives global investment focus and global investor base”
No restrictions on investment in a single project
Limited partnerships can list on Euronext Amsterdam
Flexible corporate governance code
Broad take-up by style and geography: (2/2)

Activity: Prologis European Properties (PEP) is an externally managed real estate investment fund. Portfolio consists of 281 high quality distribution facilities comprising 5.4 million sq metres of leasable space in 11 countries, valued at € 4.2 billion as of June 2006. Deal size (22 Sept 06): Valuation: € 2.7 bn Offer price: € 14.35 (12% premium to 30-Jun-06 NAV) Funds raised: € 715m (incl. € 65m greenshoe) Free float: 29.5% Deutsche Bank and Morgan Stanley – joint global co-ordinators and bookrunners. Largest European real estate IPO 2006 & 2 nd largest European real estate IPO ever. (1/2)

Index inclusion: AEX Real Estate, AEX Financials
Broad take-up by geography: “ The deal attracted long-only specialist real estate investors from all around the world…” IFR, 23 September 2006
Reasons for choosing Euronext:
Assets & continuing growth in the Euro-zone
Only major exchange to accept ‘Fonds Commun de Placement’ (FCP) structure
(2/2)

Why the NYSE Euronext European platform?
Gateway to the €uro-zone + Global Visibility
Publicity: cross-border access to investors, customers & business partners
Acquisition currency: €uro – a key currency
Huge pool of assets under management
Single entry point gives broad European access for listing and trading
Leading cross-border exchange with a pan-European reach
Top-ranked globally for capital raising
L argest central orderbook trading volumes in Europe
Largest exchange in Europe by market capitalisation
Broad service offering for early stage and mature companies

/download/materials/Goldstein.ppt

by JosephSam on May 04, 2010

Accessibility

Upload Details

Usage Rights

Statistics

/download/materials/Goldstein.ppt Presentation Transcript