2. THE MAB FOR GROWTH STOCKS
MAB (the Alternative Equity Market) is a market for
companies with low capitalisation which are looking
to expand, with customised regulation, designed
specifically for such companies, and with costs and
processes that are adapted to their nature.
3. THE MAB FOR GROWTH STOCKS
Features:
Multilateral trading system (MTS).
Run by BME and supervised by the CNMV.
Mostly for securities from the European Union and Latin America.
For institutional investors and individuals.
Provides financing, visibility, liquidity and valuation.
Offering an information and trading platform tailored to this type of
company.
4. THE MAB FOR GROWTH STOCKS
Why have an alternative market?
It provides small cap companies with access to financing, providing
the transparency and liquidity required by investors, within a
European context of increasingly stringent regulations.
It offers companies a higher profile, particularly among clients and
finance providers.
The value of the company can be determined as the market sets the
share price and prices in the prospects for the business.
It offers shareholders liquidity, as their shares are turned into cash.
It doesn´t mean that owners lose the control.
5. ACCESS TO FINANCING
CAPITAL RAISED BY LISTED SMES (NON IBEX 35 COMPANIES) VIA RIGHTS
ISSUES AND PUBLIC OFFERINGS
million
3.000 2.700
2.344
2.500 2.291
1.998
2.000 1.703 (*)
1.500 1.232
1.000
500
0
2005 2006 2007 2008 2009 2010
JANUARY-SEPTEMBER
(*) Excluding the four rights issues of Inmobiliaria Colonial conversion of debt and compensation credits
6. ACCESS TO FINANCING
NUMBER OF TRANSACTIONS: RIGHTS ISSUES AND
PUBLIC OFFERINGS
43
45
40
34
35
30 25
23 23
25
20 17
15
10
5
0
2005 2006 2007 2008 2009 2010
(*) Excluding the four rights issues of Inmobiliaria Colonial conversion of debt and compensation credits
8. LISTING SECURITIES ISSUED BY
GROWTH STOCKS (MAB CIRCULAR 5/2010)
REQUIREMENTS FOR ISSUING ENTITIES
1. FORMAL
Shares issued by sociedades anonimas .
Spanish or international companies.
Fully paid-up share capital and freely transferrable shares.
Stocks on book entry register.
2. ACCOUNTING STANDARDS
EU-registered companies can choose IFRS or national accounting standards.
Non-EU companies can choose IFRS or US GAAP.
3. ACTIVITY
Companies selling products or services (or relevant preparatory actions).
Obtaining significant revenue from sales or financial contributions based on
preparatory actions.
9. LISTING SECURITIES ISSUED BY GROWTH STOCKS
(MAB CIRCULAR 5/2010)
REQUIREMENTS FOR ISSUING ENTITIES
4. INITIAL INFORMATION
Information document submitted to the MAB, containing detailed information on
the company, its business and outlook.
5. APPOINTMENT OF REGISTERED ADVISOR + LIQUIDITY CONTRACT
6. ESTIMATED VALUE OF THE OFFER OR LISTING 2,000,000
For the IPO, secondary offering or private placement.
For all the shares held by shareholders with stakes <5%, in the case of a direct
listing or without P.O.
10. INFORMATION REQUESTED FROM ISSUING
ENTITIES (MAB CIRCULAR 9/2010)
PERIODIC INFORMATION
1. HALF-YEARLY (in the three months following the end of the first half):
Unaudited individual and, where applicable, consolidated, summary financial statements.
Significant events during the period.
Revision of and compliance with guidance.
Details of shareholders holding >10% stake of which the company is aware.
2. ANNUAL (in the four months following the close of the financial year):
Audited financial statements: IFRS, national accounting standards or US GAAP.
Revision of and compliance with guidance.
Any qualifications or restrictions included in the audit report must be notified in a
significant event detailing the reasons, actions taken and timeframe.
11. INFORMATION REQUESTED FROM ISSUING
ENTITIES (MAB CIRCULAR 9/2010)
RELEVANT FACTS
Any information which may affect the acquisition or sale of securities or have a material
impact on the share price.
Immediate disclosure.
List of guidance models: Appendix 1 to Circular 2/2008.
OTHER INFORMATION
1. SIGNIFICANT SHAREHOLDINGS
Any acquisition or disposal resulting in their shareholding reaching, exceeding or falling
below 10% of the share capital and multiples thereof.
2. TRANSACTIONS BY DIRECTORS OR EXECUTIVES
All transactions resulting in their shareholding reaching, exceeding or falling below 1% of
the share capital or any multiple thereof.
3. SHAREHOLDERS' AGREEMENTS
Notify the agreement, extension or termination of shareholders' agreements which restrict
the ability to transfer shares or which affect voting rights.
12. INFORMATION REQUESTED FROM ISSUING
ENTITIES (MAB CIRCULAR 9/2010)
DISSEMINATION OF INFORMATION
1. PUBLIC REGISTRY AND DISSEMINATION OF INFORMATION BY
THE MARKET
Public registry of information on securities and issuers.
The information disclosed to the market will be notified to the CNMV
and published on the MAB website.
2. ISSUERS' WEBSITE
Public documents disclosed to the market for admission.
Information disclosed to the market.
13. REGISTERED ADVISOR (MAB Circular 10/2010)
DUTIES
- Objective:
To ensure transparency of the companies.
To help companies comply with their obligations to the MAB.
- In particular:
Ensuring that the company meets all listing requirements helping it to
prepare the documentation required.
Ensuring that the periodic or one-off information complies with the MAB's
content and timeframe requirements.
Advising on events which could prevent the company from complying
with the MAB's requirements.
Notifying the MAB of any possible relevant cases of non-compliance.
14. LIST OF REGISTERED ADVISORS (2/9/10)
ABANTE ASESORES DISTRIBUCIÓN A.V, S.A
ACA, S.V.
AMBERS CO XXI, S.A.
ANALISTAS FINANCIEROS INTERNACIONALES (AFI)
ARCANO CORPORATE, S.L.
ARMABEX ASESORES REGISTRADOS, S.L
ASEFIR ASESORES EMPRESARIALES, S.L
AUDIHISPANA GRANT THORNTON, S.L.
BANCO EUROPEO DE FINANZAS, S.A
BNP PARIBAS S.A. SUCURSAL EN ESPAÑA
BROSETA ABOGADOS,S.L.
CONFIVENDIS , CONSULTORES ESTRATEGICOS DE FINANZAS Y GESTION,S.L.
DC ADVISORY PARTNERS, SLU
15. LIST OF REGISTERED ADVISORS (2/9/10)
DCM ASESORES, DIRECCIÓN Y CONSULTORIA DE MERCADOS, S.L
DELOITTE, S.L.
ERNST & YOUNG SERVICIOS CORPORATIVOS, S.L.
GBS FINANZAS, S.A
GVC GAESCO VALORES, S.V., S.A.
IMPULSA CAPITAL, S.L.
KPMG ASESORES,S.L.
NORDKAPP INVERSIONES, S.V, S.A
NOVAMAB ASESOR REGISTRADO, S.A.
ONE TO ONE CAPITAL PARTNERS, S.L.
PRICE WATERHOUSE COOPERS, ASESORES DE NEGOCIO, S.L.
RENTA 4, S.V., S.A.
RIVA Y GARCIA 1877, S.V., S.A
SOLVENTIS,S.G.C., S.A.
16. TRADING RULES
(MAB CIRCULAR 7/2010)
Trading
SIBE technological trading platform
Prices fixed in auctions (fixing) with the possibility of
trading on the Open Market, depending on liquidity and
distribution.
Issuers should generally sign a liquidity contract with a
financial intermediary.
Settlement
The same procedure as for securities traded on the stock
exchange.
17. DISTRIBUTION OF ESTIMATED LISTING COSTS
These will the total of the following items:
Placement
Registered Advisor
MAB fees
Advice on legal,
accounting and
advertising matters
18. FEES (MAB CIRCULAR 11/2010)
COMPANIES
- Admission: 6,000 + 0.5 mille on the face value of the securities
admitted.
- Rights issues: 0.5 mille on the face value of the securities admitted.
- Maintenance: 6,000 p.a..
- Delisting: 0.5 mille on the market value (min. 1,500 and max 6,000).
TRANSACTIONS
- Same trading and settlement fees as those applied to securities traded on
Spanish securities markets.
REGISTERED ADVISOR
- Registry maintenance: 12,000 p.a.
19. LISTING TIMEFRAME
The listing process has various stages. It can be estimated that the process
from the company assigning a Registered Advisor to market listing will
take between approximately three to six months.
1- 3 MONTHS
? 1- 3 MONTHS
1-2 WEEKS
DECISION: REQUEST: PROCESSING: ADMISSION:
Shareholders' Documentation to MAB assesses request Admission announced,
agreements. ensure inclusion and, if applicable, where applicable, in the
requirements are admission agreement. Trading Bulletin.
Appoint Registered met.
Advisor MAB announces SIBE code allocated.
Information or agreement with the
Review Due admission Company. Incorporation in Book-Entry
Diligence status of document, or, if Register (Iberclear or
the company. applicable, registration services of the
prospectus. Barcelona, Bilbao or Valencia
stock exchanges).
Design of
transaction.
20. CASE STUDIES
TOTAL CASH RAISED MARKET CAP DATE OF LISTING
MILLON MILLON
7 48 15/07/2009
12 75 01/12/2009
6 40 12/03/2010
9 30 25/03/2010
3,7 28 07/06/2010
10 45 30/06/2010
2,5 18 01/07/2010
3,5 12,7 20/07/2010
