www.penningtons.co.uk
LISTING ON AIM:
A TOOLKIT FOR US ISSUERS
RAISING CAPITAL IN THE UK
The London Stock Exchange is home to more international
issuers than any other exchange – and US issuers are
no exception. There has been a resurgence of interest in
companies looking to explore this route over the past few
years and there are now more than 80 US issuers listed in
London. In 2016, three US companies listed followed by
17 in 2017.
In addition, the UK offers access to public markets at a
much earlier stage than it would take to go public in the US.
The London Stock Exchange runs AIM, a junior market to
its main market, on which the average market cap at IPO
in 2017 for a company was $100 million. By comparison,
the average NASDAQ market cap at IPO in 2017 was c $500
million. The right companies can access the public markets
in the UK much earlier than would be possible in the US.
This toolkit sets out the key areas that US issuers need to
consider when embarking on an AIM initial public offering
(IPO).
Where to start
Group structuring
Marketing your company
Tax considerations
Enterprise Investment Scheme (EIS) and Venture Capital
Trusts (VCTs) incentives
EIS and VCT eligibility tests
Regulation S, Category 3
Corporate issues and capital structure
Management and corporate governance
Accounting matters
BENEFITS OF
AN AIM LISTING
The principal benefits for companies listing on AIM in the
UK compared to in the US include:
Access to long term growth capital from a diverse,
international and high quality institutional investor base
The ability to secure financing while retaining strategic
and operational control of your business
A cost-effective and balanced regulatory regime
Flexible and de-risked listing process
Lower legal risk environment.
LISTING
ON AIM:
A TOOLKIT FOR
US ISSUERS
The information contained in this guide is general in nature and is not
intended to constitute legal advice. It has been prepared to reect the
law as at 1 June 2018.
© Penningtons Manches LLP 2018
LISTING ON AIM | 2
AIM HAS A TRACK
RECORD OF OFFERING
GROWTH COMPANIES ACCESS
TO LONG-TERM HIGH QUALITY
CAPITAL AT A LOWER COST.
BLUE CHIP INTERNATIONAL
INVESTORS IN LONDON
ARE COMFORTABLE WITH
COMPANIES WITH SMALLER
ANNUAL REVENUE AND
MARKET CAPS THAN TYPICALLY
SEEN IN US IPOS.
Chris Mayo, Head of Primary Markets, Americas,
London Stock Exchange
3 | LISTING ON AIM
WHERE TO START
Although the UK listing path can at first seem
complicated, there are established processes and
procedures, together with a knowledgeable advisor
base, that can help to navigate this process.
As each AIM-quoted company is required to appoint a
nominated advisor (NOMAD) and broker at all times,
the first step is to find financial advisors who would
be willing to take your company on as a client. Not all
companies are a fit for the UK public markets but the
NOMADs will give you a quick indication as to whether
or not, in their view, your company has the right profile
to achieve a public listing. Different NOMADs and
brokers have different ‘sweet spots’ and coverage.
The US representatives for the London Stock Exchange,
Chris Mayo and Sarah Baker, are a good starting point
for introductions.
The NOMAD will want to know about your company’s
strategy and market opportunity and will look for buy-in
from their sales, research and corporate finance teams
before taking you on as a client. This is likely to involve
several phone calls and at least one or two trips to
London.
Assuming the NOMAD is comfortable about taking you
on, they will work with you to refine your equity story
and to hone your pitch for UK investors. Following
this they will then arrange some early-look investor
meetings with a handful of prospective public markets
investors. These meetings are invaluable as they give
you an early indication of the anticipated UK investor
sentiment for the company and can be undertaken long
before you have committed any significant time or funds
to the process (other than time costs and a couple of
trips to London).
LISTING ON AIM | 4
GROUP STRUCTURING
At an early stage you will need to think about how you
would like the group structure to look in the event that
you are able to successfully take your company public.
AIM is very flexible and does allow for US companies to list
their stock directly. Other issuers choose to restructure
and insert either a UK or offshore (eg Channel Islands or
Cayman Islands) company as a holding company or ‘topco’
prior to going public.
US topco UK topco Offshore topco
Marketing
While there is no regulatory
restriction to listing US
stock directly, this is
potentially less familiar to
investors
More familiar to
investors; investors
routinely hold stakes in
UK corporates and know
what legal protections to
expect
Potentially less familiar
to investors; offshore
structures more
commonly used in funds
US securities laws
The issuer will be subject
to US Reg S, Cat 3 and
sales of those shares would
therefore be subject to
restrictions
Sale by “affiliates” will
also need an exemption
(eg Reg S, Rule 144)
May be a foreign private
issuer – tests based on
location of shareholders,
directors, assets and
business administration,
in which case the same
US trading restrictions
would not apply
May be a foreign private
issuer – tests based on
location of shareholders,
directors, assets and
business administration,
in which case the same US
trading restrictions would
not apply
EIS / VCT
Could qualify, but would need to have a trading UK permanent establishment; this could
materially extend the prospective investor pool
Accounts
Could report in US GAAP
IFRS reporting is
mandatory
May be able to report
in IFRS or US GAAP,
depending on the offshore
jurisdiction chosen
Depositary interests
Required; it is not possible
to submit US stock directly
into the UK clearing system,
CREST
May therefore result in
additional cost
Not required
Not required, depending
on the offshore jurisdiction
chosen
Company law
Need to amend constitution
for (eg) pre-emption rights
No specific amendments
required
May require amendments,
depending on the offshore
jurisdiction chosen
Takeover code
Would likely not apply
Would automatically apply
May apply, depending on
the offshore jurisdiction
chosen
The various considerations to going down each path are
summarised in the following table and described in more
detail below.
AIM is very flexible and does allow for US
companies to list their stock directly.
5 | LISTING ON AIM
MARKETING
YOUR COMPANY
Your NOMAD and broker will help you to develop
your equity story, setting out where the company’s
strengths lie and its strategy for successfully tapping
into the addressable market. While the UK investor
pool is very international in its outlook and happy to
look at growth opportunities outside of the UK, you
will need to be prepared to answer questions about
why you are looking to the UK as the source of your
next raise.
There are various possible reasons to seek a UK
flotation which include the ability to go public at an
earlier stage; establishing a UK nexus as a base for
international expansion; accessing a high quality
long-term investor base that has a different outlook to
traditional VCs; and so on. You will need to be prepared
for this question and to be convincing about your
particular motivation.
As noted above, you will likely have contact with
prospective investors before the IPO process starts in
earnest. Once the process begins, there will be further
opportunities for investor contact, including by the
research analyst of the NOMAD or broker, who will
write independent research for the investors setting out
their view of the company. The availability of early-look
meetings and research reports differs from common
market practice in US listings and helps to de-risk the
process.
In terms of structuring, there is a general sentiment
that it is an easier sell to UK investors if the issuer
does not have a strong US-centric feel as UK investors
are more familiar with investing in UK company
shares. As such, although this is by no means a hard
and fast rule - and there are plenty of examples of US
businesses listing shares in their US companies directly
(eg Verseon, Maxcyte, Boku) - many issuers take the
opportunity to put a UK topco in place to provide for
a group structure with an international look and feel
about it.
…the availability of early-look meetings
and research reports differs from common
market practice in US listings and helps to de-risk
the process…
TAX CONSIDERATIONS
When evaluating the optimal group structure, your
principal considerations should be the tax impact of
carrying out any group reorganisation and achieving
tax efficiencies within the group post-IPO.
If a UK or offshore holding company is put in place,
then it is possible that the US ‘anti-inversion’ rules will
apply. This would mean that the holding company will
be subject to tax in both the US and in the country of
its incorporation or residence (ie the UK or elsewhere).
As the application of the US-UK double tax treaty, in
particular, is less than clear on this matter, not only
could the holding company be subject to filings in both
jurisdictions but it may also be liable to tax in both
depending on whether or not it has profits at topco
level.
In addition, any dividends to investors from the non-US
holdco would be subject to US withholding tax as if they
were declared from a US entity. That said, many growth
companies that list on AIM are not dividend plays, so
this is unlikely to be an issue in practice.
While this US withholding would have been applicable
in any event if the issuer had not restructured outside
the US, there will be prominent disclosures and a
specific risk factor to address this in the Admission
Document.
If a new topco is inserted, it will also be important
to ensure that there is no tax leakage or adverse
tax consequences from the company’s existing
stockholders swapping their US stock interests for
shares in the new topco. This includes ensuring that
no capital gains, transfer taxes or tax reliefs (eg under
the Qualified Small Business Scheme rules (QSBS) in
California, or similar) are inadvertently triggered or
lost. While advice is needed on the specific facts, these
issues do tend to be navigable.
Finally, as well as any specific considerations that will
be applicable to preparing your company for IPO, it will
also be necessary to give thought as to what you would
like the group structure to look like from an operational
perspective. In other words, what are the important
jurisdictions for your business to grow into and what is
the optimal corporate group structure to achieve that.
…while advice is needed on the specific
facts, these issues do tend to be navigable.
LISTING ON AIM | 6
FOR MANY US
COMPANIES, THE
OPPORTUNITY TO ACCESS
A POOL OF HIGH QUALITY UK
INSTITUTIONAL INVESTORS
WITH A LONG-TERM OUTLOOK
CAN BE VERY COMPELLING.
Adityo Prakash, CEO,
AIM-listed Verseon Corporation
7 | LISTING ON AIM
ENTERPRISE
INVESTMENT SCHEME
AND VENTURE CAPITAL
TRUSTS INCENTIVES
In the UK there are generous tax incentives for
individuals who invest into early stage growth companies,
which include AIM-quoted companies. These apply
to companies that qualify for investment under the
Enterprise Investment Scheme (EIS) and from Venture
Capital Trusts (VCTs).
Qualification as an EIS or VCT company is important as this
materially increases the investor pool available to invest in
growth companies looking to access the AIM market. This
is especially so within the VCT community, which can invest
up to £10 million each year in a company that qualifies and,
as such, it can comprise a material part of the book.
As there is also a three-year holding period for EIS
investors (five years for VCT) to hold their stock before
selling in order to qualify for the reliefs, this typically
encourages a longer term outlook from these investors
and correspondingly a more stable shareholder base.
Qualification as an EIS or VCT company is
important as this materially increases the
investor pool …
For a US company looking to access the AIM market, it is
therefore important to understand from the outset whether
or not it will qualify for EIS/VCT investment.
The various tests for qualifying are set out below but, in
the first instance, the key is to ensure that the listing entity
has a permanent establishment in the UK (or will have
at the time of issuing the shares and for at least three
years thereafter). There is a large amount of supporting
guidance from HMRC and the European Commission as to
what this means but, in essence, there are two strands to
this test (only one of which needs to be met):
1. The first is that there is a person (other than an
independent contractor) who is authorised - and
habitually exercises that authority - to enter into
binding agreements for the company. These
agreements must be substantive and relate to the
company’s trade. Notional contracts are not sufficient.
2. The second is that the company has a fixed place of
business in the UK (whereby the activities must be
more than preparatory in nature), and the operations
of the company must be habitually carried out from
the UK. Note that this is not satisfied simply by the
company having a UK subsidiary; the company issuing
shares or stock needs to satisfy this test to qualify.
As a result of these tests, it is important to note that it is
not necessary to restructure as a UK company in order
to qualify for EIS or VCT treatment. As long as the US (or
other) company has a UK permanent establishment, that
will be sufficient. However, as a general rule, it is easier
for a business to qualify if it does restructure with a UK
holding company. This is because in the early stages of
establishment it is usually easier to set up to provide
holding company services in the UK - for example, one
or more of the executive team might be based in the UK
- rather than operational services such as R&D, software
development, sales, etc. However, much here depends on
the operational outlook and ambitions for the business.
EIS AND VCT
ELIGIBILITY TESTS
The key tests for qualifying for EIS and VCT eligibility
are as follows:
Shares requirement: shares must be paid for in cash
and must be non-redeemable ordinary shares which do
not carry (present or future) preferential rights to assets
on a winding up and to preferential dividends which
depend on a decision of the company or a shareholder
or are cumulative. This will likely be satisfied in any case
given that it is generally not possible to list shares in the
UK with differing voting rights (see below).
Maximum age: shares must be issued within seven
years of the first commercial sale by the company (10
years if the company is ‘knowledge-intensive’ – see
definition below). Provided that an EIS or VCT funding
round has taken place during this period, follow-on
funding will also qualify. This condition is relaxed where
the company enters a new product or geographical
market provided that the investment is equivalent to at
least 50% of the company’s average turnover for the five
years prior to the investment.
Gross assets: the value of the group’s gross assets must
not exceed £15 million immediately before the issue of
shares or £16 million immediately after.
Employees: the company (or group) must have fewer
than 250 employees (or part-time equivalents). The limit
is increased to 500 for knowledge-intensive companies.
LISTING ON AIM | 8
Control and independence: the company must not be
under the control of another company (control in this
context is a 50.1% test) and must not have control of any
company other than a qualifying subsidiary.
Annual limit: the company can raise up to £5 million
(£10 million for knowledge-intensive companies) in
every rolling 12-month period under certain risk capital
schemes (including VCT/EIS).
Lifetime limit: a company cannot raise more than £12
million under the risk capital schemes (£20 million if the
company is knowledge-intensive).
Purpose: the money must be raised for the purpose
of promoting the growth and development of the
company’s business (which must be a qualifying trade).
This can either be within the UK or overseas.
Trading requirement: the trading requirement is met if
the business of the group as a whole does not include a
substantial amount of non-qualifying activities.
Spending of money: the company must use the money
raised for its qualifying business within two years of the
date of the issue of the shares. The money can be used
in a subsidiary’s business provided that the subsidiary is
owned at least 90% by the parent.
Financial health: the company must not be in financial
difficulty.
Unquoted status: the shares of the company must not
be listed and there must be no arrangements for them
to become listed (note that an AIM quotation is not
prohibited).
DEFINITION OF ‘KNOWLEDGE-INTENSIVE’
COMPANY
A company is a ‘knowledge-intensive’ company if, at
the time of the share issue, it meets an operating costs
condition and either the innovation condition or the skilled
employee condition.
The operating costs conditions are:
15% of operating costs consisted of R&D expenditure in
one of the last three years
at least 10% of operating costs consisted of R&D
expenditure in all of the last three years.
The innovation condition requires that, at the time the
shares are issued, the issuing company has created or is
creating intellectual property and it must be reasonable
to assume that within ten years of the share issue, the
exploitation or use of that intellectual property will form
the greater part of the issuing company’s (or group’s)
business. The majority of the intellectual property (in
terms of value) must be created by the company and the
right to exploit it must vest in the company.
VCT investors will not invest unless the
company has received formal Advanced
Assurance from HMRC.
The skilled employee condition is that at least 20% of
the workforce has a higher education qualification and is
engaged directly in R&D carried on by the issuing company
or a qualifying subsidiary. This condition must be met at
the date of issue and throughout the three-year period
starting with the date of the share issue.
A new anti-avoidance rule was introduced from April
2018 which requires the company to demonstrate that
the investment represents a ‘risk to capital’. This has
been introduced to exclude artificial arrangements
benefiting from the risk capital tax reliefs. Given the recent
introduction of these rules, practice is still becoming
established but, in essence, the company needs to
demonstrate that the issuing company intends to grow
and develop its trade in the long term and that there
is a significant risk of a capital loss exceeding the net
investment return for the investors. The net investment
return refers to the total of the income tax relief on the
investment, any distributions from the company to the
investor, and the capital growth on the shares.
VCT investors will not invest unless the company has
received formal Advanced Assurance from HMRC, the
UK tax authority, that the company qualifies for VCT
investment. This can take several weeks - or even months
- to obtain.
Since January 2018, HMRC no longer accepts
speculative applications but so far has been prepared
to give assurance where a list of potential investors
and investments has been identified, even where the
commitments are not legally binding. As such, from
a timetabling perspective, it is important to submit
an application to HMRC for this as soon as the early-
look meetings have taken place and the pre-IPO group
structure has been determined.
9 | LISTING ON AIM
THE ABILITY TO RETAIN
OPERATIONAL AND
STRATEGIC CONTROL OF YOUR
BUSINESS WHILE ACCESSING
A SUPPORTIVE INVESTOR
BASE IS A BIG DRAW TO AIM.
SEMI-ANNUAL, RATHER THAN
QUARTERLY, REPORTING
REQUIREMENTS ALSO MEAN
THAT YOU CAN FOCUS ON THE
IMPORTANT JOB OF BUILDING
YOUR BUSINESS.
David Pattillo, CFO
AIM-listed Clearstar
LISTING ON AIM | 10
REGULATION S,
CATEGORY 3
An offering of securities through AIM in London will
still be caught by US securities laws which, as a
starting point, require that all offerings of securities
are registered with the SEC. There is a safe harbour
provided by Regulation S that applies to the extent
that the offer is an offshore transaction (ie outside the
US) and there are no direct selling efforts within the US.
Although this provision generally provides a useful
exemption for non-US issuers in IPOs on exchanges
outside of the US (where there is no offering into the
US), the position becomes more complicated when a US
company is looking to conduct an IPO overseas.
There are three categories of issuer under Regulation S
(categories 1, 2 and 3) which, in turn, impose additional
requirements in order to qualify for this exemption. The
broad principle is that the stronger the nexus to the
US, the more steps need to be put in place to ensure
that there is no improper flowback of securities into
the US if they have been sold pursuant to an offshore
transaction.
US issuers will normally be characterised as Category
3 issuers. It may be possible to fall out of that category
in the event that an overseas holding company is used
and the company is characterised as a ‘foreign private
issuer’ (note that US issuers will always be caught).
A foreign private issuer is an entity (other than a
government) incorporated or organised under the laws
of a jurisdiction outside the United States, unless the
following two conditions apply:
1. more than 50% of its outstanding voting securities
are directly or indirectly owned of record by US
residents and
2. any of the following applies:
the majority of its executive officers are
US citizens or residents
the majority of its directors are US citizens or
residents
more than 50% of its assets are located in the
United States
its business is administered principally in
the United States.
In the event that Category 3 applies, importantly (and
among other things), there is a distribution compliance
period of up to 12 months following the IPO, during
which there can be no sales of the IPO securities back
into the US. The securities sold in the IPO also need to
contain prominent legends providing that they cannot be
sold to persons within the US.
Until September 2015, this required US issuers that
listed in London to have a line of stock that was required
to be certificated (ie with physical share certificates
containing the relevant US rubric). This contributed to
significant liquidity and other issues.
…there is a distribution compliance period
of up to 12 months following the IPO…
However, since the rule changes in September 2015,
it has been possible to include restricted shares in the
clearing system, thereby mitigating many issues of
liquidity and price differentials.
CORPORATE ISSUES AND
CAPITAL STRUCTURE
It is also important to note that a UK float will require a
‘flattening’ of the company’s share structure. Unlike in the
US (and a handful of other very particular exceptions), it
is not possible to have different classes of listed shares
with weighted voting or economic rights. As such, if you
currently have any investors with a liquidation preference
or other preferred return, then you will need to check
your investment documents to see what would happen on
an AIM IPO and then speak to them about the possibility
of those shares being converted into common stock or
ordinary shares. This step will then be built in as part of
the pre-IPO restructuring process.
….a UK float will require a ‘flattening’
of the company’s share structure…
In addition, UK investors are used to various
protections such as pre-emption rights on issue and
various protections in the event of a takeover. These
automatically apply at law when a UK topco is used. As
such, depending on whether a US or offshore company
is used, bespoke provisions will need to be incorporated
into the constitutional documents of that company to
reflect those protections.
11 | LISTING ON AIM
MANAGEMENT
AND CORPORATE
GOVERNANCE
AIM companies normally follow the Quoted Companies
Alliance (QCA) Corporate Governance Code. This
provides, among other things, that the board consists of
a well-functioning, balanced team led by the chair. The
board chair will usually be non-executive and will be
separate to the CEO. Investors will be keen to ensure that
one individual does not dominate the company.
Upon listing, the board will likely need to have at least
two independent non-executive directors. Independence
is a board judgement but, typically, if there is a history
of employment or business relations with the company;
additional remuneration or participation in the company’s
options or pensions scheme; significant shareholding (or
representing a significant shareholder, which is usually
categorised as 3% or over); or tenure over nine years,
then it is unlikely that person will be considered to be
independent.
The company will usually also establish audit,
remuneration and nomination committees that will
support the board once the company is listed.
Although there is no general requirement that each
member of the board needs to be resident in the UK, in
practice investors will expect that at least one or two
directors are resident. They will want to have someone
in their time zone that they can speak to if they have any
issues and they (and the AIM Regulation team itself) will
likely also expect at least one of the directors to have
formerly held office on an AIM company’s board.
Although there is no general requirement
that each member of the board needs to be
resident in the UK, in practice investors will expect
that at least one or two directors are resident
Finding the right non-executive chairman or director can
be a lengthy process and should be commenced as soon
as the company is committed to seeking an AIM listing.
Your NOMAD and advisors will be able to help you find
candidates.
ACCOUNTING MATTERS
In order to achieve an AIM listing, you will need to
present audited historical financial information for the
past three years. While it is possible for certain issuers
to report under US GAAP, from a marketing perspective,
you may opt to report under IFRS. IFRS would be
mandatory if a UK topco is used.
As part of the listing process, you will need to appoint
a firm of accountants who will carry out financial due
diligence on the company and prepare a suite of reports,
some of which are delivered directly to the NOMAD and the
company and some of which are reproduced publicly in the
Admission Document.
While it is possible for certain issuers to
report under US GAAP, from a marketing
perspective, you may opt to report under IFRS.
As well as historical financial information, there will
be other accounting workstreams involved, including
working capital projections, a financial position and
prospects procedures report, and an analysis of the
financial position since the last reported annual or interim
accounting period. These financial documents will need to
be prepared (and possibly reconciled from US GAAP into
IFRS) and then separately reviewed and reported on by the
reporting accountants.
Once listed there are no quarterly reporting
requirements, only half-yearly and annual.
As with the search for non-executives, preparing your
historic accounts and implementing appropriate financial
procedures can take significant time and, as such, it is
important to start this process early.
Once listed there are no quarterly reporting requirements,
only half-yearly and annual. There is no requirement to
have your CFO based in the UK, although many issuers
choose to do so.
LISTING ON AIM | 12
Penningtons Manches LLP is one of the UK’s leading
law firms, with seven offices including a City of London
headquarters and a presence in San Francisco. With
over 100 partners and some 600 members of staff, we
are acknowledged as a dynamic and forward-thinking
practice which combines comprehensive legal services
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We have a broad international focus supported by well-
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As a member of Multilaw and the European Law Group,
we work with lawyers in over 100 countries, and many
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bodies. We have a strong corporate team focused on IPOs,
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Our corporate team also has extensive experience of equity
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ABOUT PENNINGTONS MANCHES
Particularly stands out for its strength
in complex and high-value transactional
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Chambers UK – 2018 edition
They are an extremely competent and
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good to work with; they are highly attuned to the
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Chambers UK – 2018 edition
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insights and publications. Alternatively, e-mail us at [email protected].
13 | LISTING ON AIM
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F: +44 (0)1865 201012
DX: 155710 Oxford 13
READING
Apex Plaza
Forbury Road
Reading
Berkshire RG1 1AX
T: +44 (0)118 982 2640
F: +44 (0)118 982 2641
DX: 117883 Reading
USA
SAN FRANCISCO
149 New Montgomery Street
4th Floor
San Francisco
CA 94105
T: +1 415 712 2869
