Dr McDeal title IPO's Main or Aim?

How large should my company be to seriously consider an AIM float?

There isn’t a critical size. But I would say that to get good institutional interest, something to the order of £25m plus. But there are companies who’ve gone on to AIM at sizes a lot smaller than that and have grown.

How established must my company be?

If you’ve got the most wonderful idea in the world, of course, you could proceed immediately to flotation. There are companies that are two years old and still in the development phase that have gone to AIM where perhaps they wouldn’t have been able to go to the main market. Generally, a three year record is the minimum.

How long will it take to achieve an AIM flotation?

You’re probably looking at three to four months. The process is generally around a fortnight quicker than the main market. Two weeks may not sound a lot, until you consider it as a proportion of a 13 week period.

What are the benefits of AIM over the main market?

One of the principal advantages is speed. The documentation for flotation can be drawn up slightly quicker. The other major advantage is flexibility in terms of acquisitions. You can buy something quite significant - up to 100 per cent of your size - without having to go back to get shareholders’ approval. Whereas on the main market, even an acquisition a quarter of your size would have to be approved. That’s a significant advantage for an acquisitive company. Acquisition documentation on the main market can cost somewhere in excess of £200,000. There are one or two subsidiary advantages too, such as tax preservation and you don’t generally trigger EIS relief problems on AIM.

...and the disadvantages?

It’s still the junior market and for a ‘serious’ company wanting the highest profile that can be an issue. A lot of institutional investors are only able to devote a proportion of their funds to invest in AIM companies. The problem they encounter is that they can use up this allowance. So even though they might be interested in the company, they have to say, "Sorry, I’ve used up 20 per cent of my portfolio, I can’t go any further". They don’t have that restriction on the main market.

Who will my new shareholders be once I have floated?

You can expect to have the same pool of investors that you could have on the main market. The major institutions are there and will be investing in AIM stocks in the same way they’d be investing in main market stocks. There are very few investors who can’t be involved in AIM stocks. Whereas there are quite a few smaller investors who can’t invest in the main market - venture capital trusts for example. So, if your company is really attractive to an institutional investor, it shouldn’t really matter whether you’re on AIM or the main market.

How do I ensure that I achieve some liquidity in my shares once floated?

It’s a fair question. You’ve really got to work at it, principally with your brokers. You’ve got to make sure that your investors are informed and kept fully up to date. Make sure that there’s research out there in the market. It’s sometimes quite difficult for a company to encourage more than one analyst to follow them. So you’ve got to work at that, but you’ve also got to work at private clients, and make sure that their brokers are aware of the story. This is where your PR advisor will earn his keep.

Private clients tend to create more liquidity than institutions. They are the people who are going to buy £5,000 of shares at one time. If you sold 100 per cent of your shares to institutions, they’d all say "That’s great, we’ll keep them for two years", but the share price would not move because there would be no trading in the stock. However, if you sell all your stock to private investors, there would be a lot of volatility. You have to get the balance right. There needs to be a reasonably firm shareholder-base to ensure stability and enough trading to ensure liquidity.

How much will it cost me to float and then to maintain my company on AIM?

The costs are very similar to the main market. For the sort of company that’s valued at around £25m, you’re talking about £500,000 to £1m to float. It depends largely on the size of the amount raised. The fixed costs will be about £300,000 or £400,000 with the rest being commission on money raised. Commissions vary but can be between three per cent and five per cent. Ongoing maintenance costs are somewhere in the region of £150,000 to £200,000 per annum.

What qualities should I look for when appointing the nominated adviser?

The nominated adviser and broker is the key appointment. Combining these two roles is generally the most efficient and cost effective way. Firstly you need to find someone who can do it. They all say they can - but that doesn’t necessarily mean that they can! You need to go to their client base and ring up the ones who have been recently floated. Get as much information as you can on the broker’s capabilities.

Finding someone you can work with is the second most important thing to consider, because you’ll be working with them quite closely for the next four months.

There are lots of stresses during the flotation process and working with someone you like makes it easier. I would suggest you pick someone who can give you a straightforward answer rather than sell you a story. The best advisers probably won’t be the cheapest either.

As a founder, entrepreneur and former 100% owner, how will my life change once I have floated?

You no longer own the business and that’s the biggest change. You can’t adopt the same strategies that you did before, you have to make decisions on a carefully considered basis. You have to start separating your role as manager from that of shareholder, you can’t dominate the board. You might have a jumped-up 12 year-old who only has five shares in your company, telling you how it should be run! Learning how to bite your lip will be important!

This prescription was written by Nick Rodgers, who is a independent consultant advising small quoted groups and private groups considering an IPO.
He can be contacted at: nick@nrfinancial.com.

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