Tuesday, December 4, 2012

London's AIM - U.S. Company IPO and Secondary Offering Activity - H1 2012

U.S. companies have accounted for 10% of the IPOs on London Stock Exchange's AIM since 2010, more than from any other country, except the U.K.  While London Stock Exchange AIM investors remain selective, they desire exposure to USD assets and revenue streams from high-quality, growth-oriented companies operating in developed markets.

Both U.S. company London Stock Exchange AIM IPOs during the first half of 2012 are featured in this post, which, coincidentally, were designed to simultaneously effect acquisitions, valued at $47 million and $54 million, where the founders/shareholders received a substantial part of the consideration in cash.

The relative surge of U.S. companies completing IPOs on London's AIM since 2005 is expected to continue, with the current market share of 5% rising to 10% by the end of this decade.

Highlights

  • U.S. companies listed on the London Stock Exchange's AIM account for 10% (11 of 113) of London AIM IPOs since 2010
    • More than from any other country, except the U.K., which accounted for 30%
  • The two U.S. company London Stock Exchange AIM IPOs during H1 2012 are featured in this newsletter
    • Zattikka - California and Texas - Consumer Technology
      • Raised $20 million to effect three acquisitions valued at $47 million
      • Founders receive $14m cash, $12m notes, $13m shares and $10m deferred
      • Revenue and EBITDA multiples of 3.8 and 10.1, P/E ratio of 12.5
    • Enteq Upstream - California - Oil & Gas Equipment and Services
      • Raised $68 million to effect an acquisition valued at $54 million
      • Founders receive $43m cash, $3m shares and $8m deferred
      • Revenue and EBITDA multiples of 3.2 and 9.3, P/E ratio of 15.9
  • 2005 - 2009, U.S. companies account for 8% (66 of 846) of London AIM IPOs
  • Since 2010, U.S. companies account for 10% (11 of 113) of London IPOs
  • Over the last year, U.S. companies account for 19% (9 of 48) of London AIM IPOs
    • London AIM investors remain selective but desire exposure to USD assets/revenue
    • London AIM investors seek high-quality, growth-oriented companies from developed markets
  • Currently 5% (56 of 1,113) of the companies listed on the London Stock Exchange's AIM are from the U.S.
  • End-of-decade expectation is that 10% of London's AIM will consist of U.S. companies
  • London Stock Exchange AIM IPO market remains selective, therefore, prospective issuers should carefully consider:
  • £254 million raised from secondary offerings on London's AIM for 25 U.S. companies listed on London's AIM since 2010
  • 45% of all U.S. companies listed on London's AIM have completed at least one secondary since 2010
  • 70% of London Stock Exchange AIM secondary offerings raise between £1 million and £10 million
  • Selling shareholder activity at the time of London AIM IPO's continues at the historic level of 25% since 2010
  • U.S. Accredited Investor and QIB participation in London AIM IPOs also continues at the historic level of 20%
  • Industry and geographic dispersion of the 56 U.S. companies listed on London's AIM below

U.S. Company London AIM IPOs - Macro View
The table below shows that IPO activity on the London Stock Exchange's AIM during the first half of 2012 was slightly stronger than during the first half of 2011 in terms of the number of companies, however, slightly weaker in terms of capital raised.  Looking across the last five half-years, it is easy to spot the second half seasonality for London AIM IPOs, which QE2 exacerbated during 2010.  Generally speaking, since 2010, companies completing IPOs on the London Stock Exchange's AIM have been smaller and stronger and have simply required less growth capital.


Entire Market
Number of
London AIM IPOs
 Gross Funds Raised
(in £ millions)
 Average Funds Raised
(in £ millions)
H1 2010
  16
   351
22
H2 2010
  30
   666
22
H1 2011
  19
   265
14
H2 2011
  26
   295
11
H1 2012
  22
   200
  9
Total
113
1,777
16

Historically, U.S. companies have accounted for less than 5% of listings on the London Stock Exchange's AIM, however, since 2005, there has been a relative surge of U.S. companies completing IPOs on London's AIM.  From 2005 - 2009 8% of all IPOs on London's AIM were for U.S. companies.  Since 2010, this figure has grown to 10%.  Over the last year, 19% of all IPOs on London's AIM were for U.S. companies, accounting for 20% of the gross capital raised.  With a limited number of data points, it’s difficult to draw firm conclusions; however, the medium-term expectation is that U.S. companies will account for approximately 10% of all companies listed on London's AIM by the end of this decade; growing from 56 to over 100.


United States
Number of
London AIM IPOs
Gross Funds Raised
(in £ millions)
Average Funds Raised
(in £ millions)
H1 2010
 -
  -
N/A
H2 2010
 2
  52
  26
H1 2011
 -
  -
N/A
H2 2011
 7
  45
    6
H1 2012
 2
  55
  28
Total
11
152
  14

While London Stock Exchange AIM IPO investors remain selective, it is clear from the relative surge of U.S. companies completing IPOs on London's AIM since 2005 that they desire exposure to USD assets and revenue streams from high-quality, growth-oriented companies operating in developed markets.

U.S. Company London AIM IPOs - H1 2012
The table and summaries below provide some high-level insights into the two U.S. company IPOs on London Stock Exchange's (LSE) Alternative Investment Market (AIM) during the first half of 2012.  Coincidentally, both London AIM IPOs were designed to simultaneously effect acquisitions of predominately U.S.-based operating companies.  Further details can be found by clicking on the company name, which leads to a comprehensive summary of each London AIM IPO.

The U.S. companies listed on the London Stock Exchange's AIM operate in virtually all industry sectors; therefore, London's AIM is suitable for a wide range of private companies seeking additional growth capital for the next stage of their development.  The three most important factors, in the eyes of prospective U.K. investors, are the quality of the company’s management team, international operations/plans and future growth prospects.

(in USD millions)



Industry Sector
Consumer Technology
Oil & Gas Equip. and Svcs.



Gross Capital Raised
$20.0
$68.0
Value of Acquired Companies[1]
  47.4
  54.1



Revenue
  12.4
  17.1
EBITDA
    4.7
    5.8
Net Income
    3.8
     5.7[2]



(Multiples/Ratio)


Revenue
    3.8
    3.2
EBITDA
  10.1
    9.3
P/E
  12.5
     9.52



Consideration Received by Founders/Shareholders


Cash
  $14.1
  $43.1
Notes
    12.1
     N/A
Shares
    12.6
      3.0
Deferred Cash
    10.3
      8.0

Zattikka was founded to effect the simultaneous acquisition of three companies; one based in San Francisco, California, with a substantial presence in Shanghai, China, founded in 2005, one based in Austin, Texas, founded in 2009, and one based in Malmö, Sweden, founded in 1997.  The purpose of the acquisitions, and the future strategy, is to capitalize on the opportunity to consolidate and organically grow the highly fragmented online and mobile, social/casual, interactive games entertainment market.  Zattikka intends to become a large-scale, diverse games developer and publisher across key digital platforms, geographically focused on the U.S., China and Europe.  Zattikka has 182 employees; 33 in the U.S., San Francisco and Austin, 116 in Shanghai, 23 in Malmö and 10 in the U.K.

The global online games market generated $16 billion of revenue during 2010 and is expected to grow at a CAGR of 10.6% to $26 billion in 2015.  The extension of gaming into new social network channels and mobile platforms has caused a significant shift in how people play and, more importantly, who plays.  This shift has led to rapid expansion of the online games market with a broader, more diverse, player base.  The strong financial performance and complementary nature of these first three acquisitions, along with the overall industry dynamics and growth prospects, provided the compelling rationale for the London Stock Exchange AIM IPO and valuation.

Enteq Upstream was founded to identify, acquire and integrate North American companies providing specialist reach and recovery products and technologies (used in non-vertical drilling for oil and gas to optimize production efficiency) to the international upstream (exploration and production) oil and gas services market.  The global oilfield market is estimated to be worth $340 billion.  Enteq’s focus is on acquiring companies operating in the following sub-sectors; geophysical equipment and services ($15 billion), wireline logging ($13 billion) and downhole drilling tools ($4 billion).

Simultaneous with the London AIM IPO, Enteq acquired Santa Clara, California-based XXT, Inc., a designer and manufacturer of products focused on the Measurement While Drilling (MWD) market, a significant part of the downhole drilling tools market, where high temperature, pressure and vibration are encountered.  XXT’s engineering capabilities include mechanical, electronic, software and firmware development.  As a result of the XXT acquisition, Enteq has 16 employees; 13 in Santa Clara and three in London.

In recent years, XXT has adapted its downhole equipment to work not only at higher temperatures but also in harsher environments, enabling the equipment to be adopted for use in horizontal wells, such as those drilled in oil and gas shales.  In order to drill directional and horizontal wells, the operator must steer the drill bit into and through the reservoir.  To achieve this, and to improve drilling efficiency, the operator requires data from close to the drill bit, indicating where the well is being directed and other drilling parameters, such as vibration.  This information is provided by MWD equipment.  XXT’s products are sold to directional drilling companies as well as other equipment manufacturers that incorporate XXT’s products and sell them as part of their own solution.  The performance of the products in hostile drilling environments enables independent drilling companies to offer services to oil and gas operators in a broader range of environments.

Rig activity and capital expenditure by oil and gas companies are the main drivers of the MWD market.  Global rig count is currently the highest it has been in the last 10 years.  In North America, the rig count is close to an all-time high, with 70% of the rigs drilling directional and horizontal wells.  These drilling techniques, combined with other extraction technologies, have enabled oil and gas to be produced from reservoirs in shales which were previously considered uneconomic, resulting in non-vertical drilling becoming commonplace.  The strong financial performance of XXT, along with the overall industry dynamics and growth prospects, provided the compelling rationale for the London Stock Exchange AIM IPO and valuation.

U.S. Company London AIM Secondary Offerings
The 56 U.S. companies listed on the London Stock Exchange's AIM account for 5.0% of the 1,113 companies listed on London's AIM, however, they only account for 2.3% of the secondary offering funds raised on London's AIM since 2010.  In prior years, the U.S. companies listed on London's AIM have accessed larger amounts of capital, resulting in rapid growth, and are now more advanced in terms of their stage-of-development relative to the London Stock Exchange's AIM as a whole.  As such, many are now self-sustaining and simply require less growth capital.



Entire Market
Number of
London AIM
Secondaries*

Gross Funds Raised
(in £ millions)

Average Funds Raised
(in £ millions)
H1 2010
   307
  2,185
7.12
H2 2010
   384
  3,553
9.25
H1 2011
   320
  2,451
7.66
H2 2011
   204
  1,165
5.71
H1 2012
   284
  1,505
5.30
Total
1,499
10,859
7.24
*   This is the number of discrete secondary offerings on London's AIM.  Some companies completed more than one secondary offering on London's AIM per half-year.



United States
Number of
London AIM
Secondaries*

Gross Funds Raised
(in £ millions)

Average Funds Raised
(in £ millions)
H1 2010
       7
       15
2.14
H2 2010
     14
     109
7.79
H1 2011
     12
       38
3.17
H2 2011
       9
       59
6.56
H1 2012
     11
       33
3.00
Total
     53
     254
4.79
*   This is the number of companies that completed secondary offerings on London's AIM as opposed to the number of discrete secondary offerings on London's AIM.

Of the 53 U.S. companies that completed secondary offerings on the London Stock Exchange's AIM since 2010, 28 completed London AIM secondary offerings in more than one half-year, therefore, 45% of the U.S. companies listed on London's AIM (25 of 56) have completed at least one secondary offering on London's AIM since 2010.  The distribution of gross funds raised by these 53 U.S. companies listed on the London Stock Exchange's AIM is illustrated in the chart below, with 70% (37 of 53) raising between £1 and £10 million.
 

U.S. Company London AIM Selling Shareholder Activity
The ability of existing shareholders to sell some or all of their holdings in a London Stock Exchange AIM IPO depends on a variety of factors; the most important of which are the strength of the company and the level of investor support.  Historically, from 2005 - 2009, 25% of U.S. company IPOs on London's AIM included selling shareholders who were often either founders of the company, longstanding members of executive management or the board of directors, commercial partners who had made a strategic investment in the company or VCs/PEGs who invested in and nurtured the company for several years prior to its London Stock Exchange AIM IPO.

One of the two U.S. company IPOs on London's AIM during the second half of 2010 included selling shareholders.  In that transaction, the selling shareholders included a PEG, a VC, a Strategic Investor and several Angel Investors for an aggregate of £19 million ($30 million).  None of the U.S. company IPOs on London's AIM during the second half of 2011 included selling shareholders.  Both of the U.S. company IPOs on the London Stock Exchange's AIM during the first half of 2012 included substantial cash and other consideration received by the founders and other shareholders, amounting to $47.4 million and $54.1 million, as described in detail above.

While selling shareholders are most common in conjunction with an AIM IPO, U.S. company insiders have sold in the aftermarket on the London Stock Exchange's AIM in organized transactions on three occasions since 2004; twice as part of secondary offerings on London's AIM and once on a standalone basis.  In all three instances, the London AIM-listed companies were performing exceptionally well with the organized insider selling driven by a need to “satisfy excess demand” for the company’s London AIM-listed shares.  There were no such transactions from 2010 through the first half of 2012; however, insider selling in the normal course of daily share trading on London's AIM is commonplace.

U.S. Company London AIM Accredited Investor and Qualified Institutional Buyer (QIB) Activity
U.S. accredited investors and QIBs are permitted to participate in London Stock Exchange AIM IPOs and secondary offerings on London's AIM.  Historically, from 2005 - 2009, they have provided 20% of the funding for U.S. company IPOs on London's AIM and 20% of the secondary offering funds raised on London's AIM for those companies.

From 2010 through the first half of 2012, 19% (10 of 53) of the U.S. companies listed on the London Stock Exchange's AIM that completed secondary offerings on London's AIM were at least partially financed by accredited investors or QIBs, providing 10% of the total funds raised on London's AIM.

U.S. Company London AIM Industry and Geographic Dispersion
Companies listed on the London Stock Exchange's AIM are organized into 90 sub-sectors, which feed into 40 sectors, which feed into 10 super sectors.  The 56 U.S. companies that are listed on London's AIM are quite diverse and operate in eight of the 10 super sectors (oil and gas / alternative energy, basic materials, industrials, healthcare, technology, financials, consumer services and consumer goods).

There is a concentration of oil and gas exploration and production companies listed on London's AIM in Texas, which includes three oil and gas field technology services companies.  The other major concentration of U.S.companies listed on London's AIM is in industrial and consumer technology, including; digital media, biotech and cleantech, between Boston and Washington D.C. and in California.

Industrials is comprised mainly of a wide range of industrial technology companies listed on London's AIM; from body armor for the military and other customers to the marking, tracking and authentication of high-value goods to B2B electronic payment companies listed on London's AIM.

Within Basic Materials, three of the eight U.S. companies listed on London's AIM produce chemicals/compounds for the health and growth of fish, plants and agriculture, three are mining concerns, one is a forestry investment fund and one is a clean water antimicrobial technology company listed on London's AIM. 

Consumer Services consists of a media company with some unique technology and an athlete representation agency.

Consumer Goods consists of a developer of fuel cells for vehicles listed on the London Stock Exchange's AIM and an online and mobile, social/casual, interactive games developer and publisher.

 

[1]  Since the purpose of these London AIM IPOs was to effect acquisitions, this is the value of the acquired companies, which is more relevant for analysis.
[2]  Since the acquired company was an S Corporation, with any Federal and most State tax liabilities are passed-through to the shareholders, this is pre-tax net income.  Assuming an effective tax rate of 40%, net income and the P/E ratio would be $3.4 million and 15.9, respectively.

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