1. Introducing
London AIM Advisory Services
Listing Israeli Companies on AIM
Serving you, the Client
© Mark Reichenberg 2016 1

2. Who are London AIM Advisory Services?
Arising from some unsuccessful attempts at Admission, along with some significant failures subsequent
thereto, it has become obvious that not all Israeli companies that have been presented and marketed for a
listing on AIM have been suitable, with a sometimes large gap existing between the perceived suitability for
listing of the company and the reality. This has resulted in aborted transactions and substantial declines in
market capitalisation post Admission.
As a qualified Chartered Accountant (CA)SA from South Africa I am a highly experienced corporate and
financial executive from a qualified professional, financial and listed company background with over 20
years of international experience in Finance, Operations, Business Development, Strategy and Company
Leadership.
Along with demonstrable knowledge of and experience in the entire IPO process, coupled with the ability
to assess and quickly understand a clients business and business fundamentals, my goal is to ensure that
companies presented to the Broker community are not only viable candidates for listing, but that from the
inception of the introduction all material and relevant facts are disclosed.
I aim to ensure that only “quality” clients are presented as candidates for listing. It is my intention that not
only are the goals of my client and UK investment community achieved, but that my professionalism and
integrity are not compromised in the process.
I lay it on the table for you. My intention is that when you pursue Admission, there are no unexpected
material surprises!
© Mark Reichenberg 2016 2

3. Why London AIM Advisory?
Having extensive in-depth knowledge and “hands on” experience through the entire IPO process for AIM, I
assist you in the process from the initial concept stage of pursuing an IPO through to the final admission date
of your company on AIM.
With an open door to all the top Brokers and Nomads (including UK Legal Advisers), LAA can introduce your
Company, allowing you to find the ‘best fit’ team for your Company and management to work with.
I can help ensure that the significant cost and effort of all parties has a substantially greater chance of a
successful Admission. Furthermore, by partnering with quality Brokers and Nomads (including UK Legal
Advisers, Financial PR and other service providers), it allows the company to find the ‘best fit’ team for the
Company and management to work with.
Currently, “Introducers” do not all present the full picture. We provide a viable, practical, and full outline
when considering a listing on the London AIM. The result of such a complete picture is that we will also
eliminate the unexpected surprises, workload, complications and costs that management and Boards often
uncover deep in the process.
At London AIM Advisory Services we act as your local hands-on “IPO Manager”, going well beyond the role of
an “Introducer”. We assess the Company for suitability; inform management of ALL the steps and processes
from inception to listing and what follows post listing, explain about all the parties involved and the
anticipated costs.
My commitment to you is a professional and personal service. I do not take on any and every possible client
thus ensuring that I always have more than enough time, as and when required, for you, the client.
© Mark Reichenberg 2016 3

4. Why List?
Pros & Cons
PROS
 Effective way to fund Company current
growth and development plan.
 Access to capital for growth and provides
a liquid currency for growth and
acquisition (i.e. shares as consideration)
 Offers an opportunity for investors to
realise some or all of their initial
investment.
 Creates an objective market value.
 Boosts employee motivation by creating
opportunities for equity based incentive
schemes.
 Less onerous reporting requirements
 Heightened public profile of the
company, stemming from increased press
coverage and analysts’ reports.
 Enhanced company status with
customers and suppliers.
CONS
x Susceptibility to market conditions
x A potential loss of control as certain
decisions, notably around significant
acquisitions, require prior shareholder
approval.
x Increased responsibilities, governance and
duties for the directors.
x Increased compliance, disclosure and
reporting requirements.
x Loss of privacy because of additional
reporting and disclosure requirements and
greater accountability to shareholders
x Heightened public profile of the company,
stemming from increased press coverage
and analysts’ reports (pro - manageable).
x Operate in the public eye with all material
events of the business having to be
reported on as and when they happen
© Mark Reichenberg 2016
4

5. Why AIM?
• In recent years, flotation’s on AIM have grown in popularity. Since its launch in 1995, over 2,400
companies have joined AIM, raising more than £30bn collectively. Today, AIM attracts a range of
dynamic companies from venture capital-backed businesses to more established growing organisations.
AIM is open to organisations from all sectors all over the world.
• With a business day that begins before Tokyo closes and continues well into New York trading time,
AIM’s London location offers a convenient time zone for many European, US, Middle Eastern and Far
Eastern companies to conduct business. The same article from Globes⁽ⁱ⁾ notes one CEO surveyed as
saying “But if you compare to New York - in terms of the distance, the road show you need to go
through, and the figures that the Nasdaq requires - it is fairly hellish there (New York), from this
perspective...”
• One panelist involved in the conference highlighted in the Globes⁽ⁱ⁾ article noted “In light of the fantastic
2014, we see interest from many British investors,” and expressed hope that London would improve its
IPO rate relative to New York this year. “The market in London is not less impressive than the market in
New York, in terms of size or sophistication, and even exceeds it in terms of international exposure (the
US stock market naturally focuses on US companies)”
• So what is the London Market looking for? To quote the Globes⁽ⁱ⁾ article, “They are looking for integrity,
organisation, good company management, no crazy yields, and no scandals..”
• Simple admission process
⁽ⁱ⁾= “London Stock Exchange courts Israeli Cos” (Globes 23/03/2015 Hila Sion)
© Mark Reichenberg 2016 5

6. What are the main differences between AIM and the Main
Market?
© Mark Reichenberg 2016 6
AIM Main Market
Minimum public float No requirements for shares to be held in public hands
Minimum 25 % shares to be held in public hands in one or more EEA
States
Market capitalisation None (in reality at least £10m and ideally £20m or more) £700,000 (in reality at least £100m and ideally £200m or more)
Trading History No trading record requirement. Normally three-year trading record and audited accounts required.
Offering Document
Offering document on IPO does not generally require approval
of the regulators, unless IPO is being undertaken in conjunction
with an “offer to the public” (Prospectus)
Offering document on IPO approved by the FCA (or competent
authority in issuer’s home member state, where not the UK).
Accounting Standards IFRS or US, Canadian, Japanese or Australian GAAP IFRS or equivalent
Shareholder approval for
transactions
No prior shareholder approval required (other than for reverse
takeovers).
Prior shareholder approval required for substantial acquisitions and
disposals.
Other conditions for listing
The company's shares must be freely transferable and eligible
for electronic settlement
 At least 75% of the company's business must be supported by a
historic revenue earning record covering the last 3 financial years
 The company must control and have controlled its assets for the last
3 financial years
 The company’s main activity must be an independent business
 The company's shares must be freely transferable and eligible for
electronic settlement
Primary adviser Nominated adviser required at all times. Sponsor required for IPO and certain transactions.
Cost of listing Minimum: £250,000 - £300,000. Typically 7-10% of funds raised
Minimum: £700,000 - £900,000. Typically 7-10% of funds raised
Ongoing costs
Lower fees for nomads, auditors, lawyers and non-executive
directors in view of lesser continuing obligations. Typical cost of
maintaining listing is £100,000 - £200,000 p.a.
Higher fees for sponsors, auditors, lawyers and non-executive directors
in view of greater continuing obligations. Typical cost of maintaining
listing is £300,000 - £400,000 p.a.
Lock in requirements One year in practice for most AIM companies None in theory, but in practice at least six months
Announce half year results Within 3 months of half year end Within 2 months of the half year end
Publication of full year accounts Within 6 months of year end Within 4 months of the end of the financial year
Number of independent non-
executive directors (excluding the
Chairman of the board)
Two Three

7. The roadmap to an IPO
Phase 1:
Strategic
review. Is an
IPO the right
route?
Phase 2:
Preparing the
Company &
investment
case for
Brokers
Phase 3:
External Validation
● Nomad /Broker
● Legal
Phase 4:
Due diligence &
Financial PR
Phase 5:
Investor Note &
Admission Document
Phase 6:
Marketing
© Mark Reichenberg 2016 7

8. What does London AIM Advisory do for you?
• I rationally assess a clients suitability for an AIM listing before approaching the Broker community in the
UK, ensuring that the client is a suitable candidate and prepared for presentation to the Brokers to
pursue the Admission process
• I attempt to ensure full disclosure of all events, issues and possible corporate hurdles the client may
have, for example:
 Current or anticipated litigation.
 Off Balance Sheet encumbrances, liens, financial arrangements or events that could materially effect future
earnings.
 Any current or proposed directors that may have qualification issues in being a director of an AIM company.
 Patent, trademark or IP infringements or potential infringements.
 Full disclosure of key contracts including renewal or cancellation issues relating thereto.
• Subsequent to presentation to the Broker community, I act as IPO project manager to the client,
including guidance, advice, technical knowhow, and facilitation between the client and the UK advisers
throughout the process and subsequent to Admission.
• I review and provide guidance and input on all presentations; be they financial, marketing or reporting,
prior to distribution to the UK teams
• I expect that my role will include that of ensuring “checks & balances” between the client and the UK
advisers
The overriding objective is to present value added clients for Admission by applying the highest ethical levels
possible, ensuring full disclosure and compliance to give the Brokers, Nomads, UK Legal advisers and all other
parties and regulators a high level of confidence and comfort in the client.
© Mark Reichenberg 2016 8

9. What does London AIM Advisory do for you?
In the beginning our function includes, inter alia, the following:
• Initial consultation to understand the goals of the Company for listing and assessment of suitability for
listing. This includes reviewing the rationale for listing, funds requirements, historical financials,
strategic plans, management review amongst other things.
• Once agreed that a listing on AIM is the path to follow, I contract with you, then assist and guide the
Company in preparing the Company ensuring it is prepared for the listing process prior to introduction
to the Broking community.
• Guidance, assistance and facilitating in preparation of presentations for Nomads and Brokers in the UK
to introduce the Company.
• Holding initial meetings and discussions with the Brokers and Nomads to find the best “short list” of
advisers for the Company.
• Preparing for and attending introductory meetings with Nomads and Brokers in the UK, including
assistance in preparing the detailed presentation.
• Assistance in the final selection of the “best fit” Nomad and Broker.
• Guidance and facilitating in the selection of the UK legal and Financial PR advisers
• Ongoing advice, review, backup and support to the Company in all its dealings and interactions with the
various external parties (including English language support and guidance)
© Mark Reichenberg 2016 9

10. What does London AIM Advisory do for you?
Thereafter our functions include, inter alia, the following:
• Review, with relevant staff at VP or senior management level, of Director and management review and
reporting controls.
• Review and advising on preparation of supporting reports and documentation for the various external reports.
• Guidance and facilitating preparation of the Directors Risk Matrix.
• Assistance in preparing the Company at Board level, including with the UK regulatory environment and
preparing documents and procedures for the UK Governance Codes
• Facilitating the meetings and processes between the reporting accountants and the Company
• Guidance and facilitating the production of the various required reports (including providing templates if
required).
• Facilitating the legal due diligence process and data room creation, formation of Board Committees etc.
• Facilitating and assistance in managing the co-ordination of the work, timelines, presentations and processes
through the entire listing process through to the road show and fund raising.
• Facilitating and guidance on building the Company website and Rule 26 compliance.
• Facilitating and advising the Company in management of its post listing period, including following governance
codes
© Mark Reichenberg 2016 10

11. Some other requirements to note
• Formalised controls and monitoring become more relevant at management level (documenting
meetings, controls, policies & procedures etc).
• Requirement to prepare and regularly review the Directors Risk Assessment and Matrix.
• Requirement for Independent NED’s (2) and a non-executive Chairman.
• Formalised position of a Company Secretary (usually filled by the CFO).
• After admission on AIM, the Company will need to adopt corporate governance requirements and good
practice guidelines as set forth in the United Kingdom Corporate Governance Code, including
establishing:
• Audit and Remuneration Committees
• Adopting a Share Trading Policy and an Anti-bribery and Corruption policy
• Other Committees as may be required by the Nomad (Nomination Committee, etc.
• Website updated and maintained in terms of AIM Rule 26
• Maintenance of Investor Relations and Financial Communications, including the releasing of information
to the market.
• Increased requirements for English language skills as Annual Reports, AIM related activities,
presentations and correspondence are all required to be conducted in English (this is where I add
additional value to you, the client).
© Mark Reichenberg 2016 11

12. Conclusion
• AIM is a global and sensible market for you, a truly global Company
• A listing on AIM, while initially a time consuming and a sometimes difficult process, is a
positive and value adding step for the Company. If processes and procedures along with
professional advice is followed correctly, the road to admission becomes smoother.
• Benefits include:
• Shareholder wealth is realised and unlocked
• A cost effective way to fund and achieve growth plans
• Company profile is lifted
• Increased access to capital markets and fundraising
• An acquisition currency created
• Increased status for the Company across all stakeholder elements
I look forward to sharing this journey with you and I am committed to ensuring that your
Company enjoys the best advice, professional partnerships and outcomes possible, with a
smooth road to a successful fund raise.
© Mark Reichenberg 2016 12

13. London AIM Advisory Services
Listing Israeli Companies on AIM
Thank you
© Mark Reichenberg 2016 13

14. Credentials & Disclaimer
Mark Reichenberg qualified as a Chartered Accountant (CA)SA in South Africa out of Ernst & Young (EY) and
also holds a Bachelor of Accounting degree from the University of the Witwatersrand (WITS) in
Johannesburg.
Mark is a highly experienced corporate and financial executive from a qualified professional, financial and
listed company background with over 20 years of international experience in Finance, Operations, Business
Development, Strategy and Company Leadership. Mark is experienced in IPO’s, Fund Raising, Strategic
planning, Business Development, Company Turnaround, Financial Structuring and Financial Management.
Mark’s experience includes holding a main board position with a listed company.
Along with demonstrable knowledge and experience in the entire IPO process, Mark enjoys an “open door”
to the top Brokers, Nomads, Legal Advisers and other corporate services firms in the UK, thus ensuring that
the very best team can be put together in achieving a successful IPO.
Disclaimer
This document and its contents are confidential and are for the exclusive use of the person or persons to whom it is addressed and must not be copied, reproduced or distributed,
directly or indirectly, in whole or in part, for any purpose to any other person without the prior written consent of Mark Reichenberg. (Reichenberg). Any person in receipt of this
document who does not fall within the exemptions referred to below or to whom its distribution is not otherwise lawful should return this document to Mark Reichenberg immediately
and take no other action.
Mark Reichenberg neither accepts liability for the completeness and accuracy of any information or opinions contained in this document nor for the omission of any material
information from this document . Any reliance on this document by the Company, Company Management, the Directors and Proposed Directors is solely at their discretion and risk
and implicitly indemnify Reichenberg against any and all responsibility for the information contained therein, omissions or inaccuracies. No representation or warranty, express or
implied, is made by Mark Reichenberg as to any of the contents of this document.
This document has not been approved by an authorised person of any financial authority or regulatory body in the UK or Israel. Any investment activity to which this document relates
is available in the United Kingdom only to (and any investment activity to which it relates will be engaged only with) Relevant Persons. This document is directed in the United Kingdom
and Israel only at Relevant Persons and persons who are not Relevant Persons should not take any action based upon this document and should not rely on it. It is a condition of
persons receiving and retaining this document in the United Kingdom and Israel that they warrant to the Company, the Directors, the Proposed Directors and Reichenberg that they are
a Relevant Person.
© Mark Reichenberg 2016 14