Client Name 1st March 2012 Joe Smith www.scaale.com
Who are we? Scaale is a venture resource group of companies. Scaaleapplies global contexttoeverycompanythrough sales, capital and talent.
Who are we? Scaale is a venture resource group of companies. Scaaleapplies global contexttoeverycompanythrough sales, capital and talent. Global Global Global Talent Sales Capital
Who are we? 200 plus professionals Our differentiators: Embedded in the Silicon Valley ecosystem and high tech community. Special Focus on Emerging Markets. Unique approach “City State” Marketing. Comprehensive Global Growth Model. 30 Years of Experience in numerous industries and countries Execution of IPO’s. Execution of M&A. Local and international Fund raising. IP management. International team building and engagements. Scaale Capital: raising global capital (second rounds and beyond), global exits, businessadvisory and IPO.
Who are we? 1. Registered advisor authorized by MAB 2. Managed some of the principal market deals in the European stock exchange. (9,000 plus MM €) 3. One of leaders of MAB deals (20% of the MAB operations). 4. Management includes some of the most reputable analysts in Spain. 5. Network of some of thebiggestfamilyoffices and institutionalinvestors in Europe.
Forum DiscussionCurrent situation in US: IPO: 9.5 years Exits: 7 years2 important factors: Traction Exit Can Alternative Investment Markets provide better traction? Can they provide a better exit?
Spain as a gatewaybetweenEurope and LatinAmerica
Spain as a gatewaybetweenEurope and LatinAmerica
Spain as a gatewaybetweenEurope and LatinAmerica SIZE OF THE MARKET • Population in Spain: 47,190,493 (2011) • Population in LATAM: 423 Milions (2011) – 20 countries. • US Spanishspeakers: 37 Milion
Spain as a gatewaybetweenEurope and LatinAmerica ENTREPRENEURSHIP • One of the countries in Europe that is investingthe mostin entrepreneurship initiatives. • 1st country in the world in innovation facilities: 81 innovation, scientific and technological parks. Industries and size (big players): • Renewals energy (12% of the total energy generation and the 3th largest producer of wind in the world.) • 4th largest manufacture in the world of solar technology power. • Top 10 in research • Construction, Banking, Telecom, Healthcare. • The biggest LATAM companies are listed in Spain.
Spain as a gatewaybetweenEurope and LatinAmerica INVESTMENT • Business Angels: 1,400 plus • BA networks: 43 • Funds, familiesoffices, VCs: 350 plus VCs • Angel Investment: 2007 (122 deals – 25MM€) / 2008 (48 deals – 13 MM€) (Angelsinvestbetween 50,000 – 250,000 €. • Number of IPO: Spain 53 in 2011 / London 51 2011 / HK 63 2011
Alternative Investment Markets as a financial and marketing tool.TheSpanish MAB as themostefficientwayThey are stock exchangeswithrequirementsadjustedtothecharacteristics ofthesmall and mediumcompanies. 1995 2005 2008Total Size: 4,814 companies $250 Bn
Alternative Investment Markets as a financial and marketing tool.TheSpanish MAB as themostefficientwayWhy AIM?1.- Visibility2.- Recurrentfunding3.- Use the stocks as money4.- Objectivevaluation5.- Muchbiggerscope of investors6.- Brand Trust
AlternativesInvestmentMarkets as a financial and marketing tool.TheSpanish MAB as themostefficientwayWhy MAB could be themostefficientway?1.- More visibility as itis a smallermarket /lesscrowded.2.- Cleanregulatorytrack record,internationallyrecognized. More conservative.3.-Betterplatformforinternationalizationforemergingmarkets (LATAM)4.- Costeffective5.- Spanishinvestorsare willingtodiversify
Couldmycompany be listed at MAB?1.- Tailor-made for high growth potential companies,SMEs.2.- Allinnovative industries.3.- Strongstory and team.4.- Could be a good play for companies that strategicallyare interested in Spain or LATAM markets (not a condition)5.- Companies interested in accelerating their growth:1.- Recurrentfunding2.- Emission of debt3.- Exit
Pros and Conts - PROS1. You have all the benefits of being quoted2. Market adequate to SME with high growth potential3. Proven investor interest: many IPO´s despite the closure of other financial places and markets4. Higher interest from the investors towards companies from other worldwide companies5. Cost effective: other AIM, BA, Venture Capital, traditional banking financing…6. Best platform simultaneously toward Europe and Latam7. Best first listing step towards other markets available during the following steps of the company
Pros and Cons - PROS8. Historical strength of the Spanish Stock Market since 18319. Biggest companies growing from Spanish exchanges: Telefonica, Inditex, Santander, BBVA, etc.10. Successful track record in MAB from listed companies.11. Possibility ofincreasing listing value by 2x or more in one or several deals, easier to reach a successful outcome.12. Non monetaryacquisitionsavailable13. Recurrent financing resource for the company.14. Highest visibility and marketing versus other.15. The largest scope of investors.
Pros and Cons - CONS• If the company is small, it may suffer from a lack of liquidity. The MAB provides easy exit mechanisms for investors, but it’s not as liquid as the major markets. However, the liquidity provider helps efficiently unwind positions.• The MAB has acommitment to the expansion plan of companies, so it is not a market for speculation, but has a long-term focus.• An IPO involves a dilution of the participation of major shareholders in the company.
Pros and Conts - CONTS• The rating of the market is not always in accordance with the company’s expectations. The Market may rate the company depending on parameters of the sector or other hypotheses.• Obligations listed on the MAB involves total transparency for certain company information. Transparency requirements also extends to a company’s partners.
Process and Costs PROCESSING DECISION REQUEST AND LISTING INCLUSION • Bylaws (social • Documentation proving • Inclusionrequeststudiedby • Publication of thelisting in agreements). compliance with the MAB and theDailyBulletin. requirements of inclusionagreement. • Appoint a incorporation. nominatedadvis • SIBE codeassigned. or. • Prepare and • MAB assessthebusiness plan communicatesinclusiontothe • Reviewthecurre (preparing DIM company. • Bookentry in ntsituationofthe orbrochure). theincorporationregister. company • Designthetransa IncorportationProcess ction. 2 - 4 monthsBetween 1 - 2 monthsBetween 1 - 2 month Transformationinto S.A. (inc.) 1,5 months The market conditions may impact the timing of the operation
Managingfromthe US1. StrategicAnalysis: Doesitmakessenseforyourcompany?Can yourcompany be listed? How are wegoingtoleverage MAB?2. Information, evaluation of thecompany, DueDiligencefrom US andcoordinatedwith DCM, registeredadvisor in Spain and withtheexhange.Alltheprocess can be done from USA. (allthesignatures, media coverage, andothers can be done in remote).• When do youneedtotravel? road show / investormeetingswithunderwritters. An agenda will be prepared.4. Scaale as a point of contact and information5. Reporttothemarket:• financialstatmentstwice a year (auditedbytheend of theyear).• Anyrelevantinformationthatcouldhaveanyimpactonthebusiness. (theregisteredadvisoristheonethatdeterminedwhatisrelevant)• Investor relations• Communicationrelatedwiththelistedlife.