Tuesday, March 6, 2012

London's AIM - U.S. Company Performance - Share Price and Liquidity - 2011

For the fifth year in a row, the 56 U.S. companies listed on the London Stock Exchange's AIM have outperformed the FTSE AIM All-Share Index, achieving a weighted return of 20% versus a loss of 26%.  A few U.S. companies listed on London's AIM recently took the next step in their evolution by accessing the U.S. public markets via NASDAQ.  With seven London Stock Exchange AIM IPOs of U.S. companies during 2011, the pipeline remains healthy.  The post below provides additional insights.

Highlights
  • U.S. domiciled companies* listed on the London Stock Exchange's AIM achieve a weighted return of 1%
  • Foreign domiciled U.S. operating companies** listed on London's AIM achieve a weighted return of 23%
  • In aggregate, U.S. weighted return of 20% vs. FTSE AIM All-Share Index loss of 26%
  • Significant liquidity difference between U.S. and foreign domiciled U.S. companies listed on London's AIM
There were 23 U.S. domiciled companies listed on the London Stock Exchange's AIM and 33 foreign domiciled U.S. operating companies listed on London's AIM as of the beginning and end of 2011, with seven delisting and seven joining via London AIM IPOs during 2011.  Of the seven U.S. companies listed on London's AIM that left London's AIM; one was acquired by another U.S. London AIM-listed company for six times its, arguably depressed, market cap, one completed its London Stock Exchange AIM IPO in 2003 and a NASDAQ IPO in 2007 and had now fully integrated itself into the U.S. public markets, one completed its London AIM IPO in 2006 and a NASDAQ IPO during 2011 and chose to delist from London's AIM, one acquired a 70% stake in a NASDAQ listed company a couple years ago, recently acquired the vast majority of the balance and took over the targets NASDAQ listing and delisted from the London Stock Exchange's AIM and three failed with two going private and the other restructuring itself into a non-U.S. focused investment company.  The seven additions to London's AIM from the U.S. were all via IPO.

The seven U.S. companies that left the London Stock Exchange's AIM are not included in the chart and analysis below because most happened to delist in January or their market caps on London's AIM were relatively small, therefore, the effect on the share price return analysis would be immaterial.  The seven that joined London's AIM are also not included because their London Stock Exchange AIM IPOs occurred during the second half of 2011.
 
*   U.S. operating companies listed on London's AIM directly through a U.S. entity.
**  U.S. operating companies listed on the London Stock Exchange's AIM through a U.K. or tax efficient jurisdiction with central operations and/or decision making in the U.S.

The weighted returns for the U.S. companies listed on London's AIM in the table below were calculated using the average market capitalizations on London's AIM of the companies listed on London's AIM during the year, similar to how an index fund would calculate returns.

Index
Unweighted
Weighted
U.S. Domiciled Companies
(20%)
   1%
Foreign Domiciled Companies
(15%)
 23%
FTSE AIM All-Share Index
N/A
(26%)

The weighted return contributions for the U.S. domiciled companies listed on the London Stock Exchange's AIM were tightly packed between +1% and -3% with five exceptions; three companies contributed weighted losses in the 7% - 9% range (absolute losses ranging from 60% to 69%) and the other two companies contributed weighted gains of 13% and 24% (absolute gains of 82% and 237%).  One of the gainers filed a registration statement with the SEC during 2011 for a proposed U.S. IPO and intends to remain listed on the London Stock Exchange's AIM after the completion of its U.S. IPO.  The weighted return contributions for the foreign domiciled U.S. operating companies listed on London's AIM were also tightly packed at +/-5% with one exception.  This company contributed a 27% weighted gain (absolute gain of 141%) and is one of the largest companies on the London Stock Exchange's AIM with a market cap on London's AIM equivalent to $1.7 billion.

In some respects, weighted results are a self-fulfilling prophesy.  Companies listed on London's AIM with increasing share prices, and therefore increasing market capitalizations, become more heavily weighted relative to those with decreasing share prices/market capitalizations.  In addition, a company listed on the London Stock Exchange's AIM that is performing well has a better chance of completing a secondary offering on London's AIM and for its share price to hold up relative to the dilutive effects, further increasing its market capitalization on London's AIM and relative weighting.  When these factors are controlled for by weighting the companies’ returns by their market capitalizations as of the beginning of 2011, as expected, the 21 U.S. domiciled companies listed on the London Stock Exchange's AIM lost 33% and the 28 foreign domiciled U.S. operating companies listed on London's AIM gained 9%.

In terms of average monthly liquidity on London's AIM (see the table below), the foreign domiciled U.S. operating companies listed on London's AIM outperformed the U.S. domiciled companies listed on London's AIM on both measures and the the London Stock Exchange's AIM market as a whole on one of two measures.  In more normal times, all of the weighted results exceed all of the unweighted results, reflecting the positive relationship between a company’s liquidity on London's AIM and its market capitalization on London's AIM.  The unweighted results represent the level of monthly liquidity on London's AIM that the average company can expect to achieve.

The reversal of this relationship for both categories of U.S. companies listed on the London Stock Exchange's AIM indicates that relative trading volumes were slightly larger for companies listed on London's AIM with smaller market capitalizations.  For the U.S. domiciled companies listed on London's AIM, this was likely the result of London AIM investors exiting small companies listed on London's AIM in which they were no longer comfortable with the risk/reward relationship, as evidenced by their share price underperformance relative to the foreign domiciled U.S. operating companies listed on London's AIM.  For the foreign domiciled U.S. operating companies listed on the London Stock Exchange's AIM, the reversed relationship likely reflects a slight bias towards investment in smaller companies listed on London's AIM that are viewed as undervalued.

Average Monthly Liquidity on London's AIM
Foreign Domiciled U.S. Operating Companies
Listed on London's AIM
U.S. Domiciled Companies
Listed on London AIM

Entire
London's AIM
Weighted
3.82%
0.94%
4.31%
Unweighted
5.23%
1.07%
2.87%

The chart below provides the monthly detail of the unweighted liquidity for companies listed on London's AIM for each of the three categories in the table above.  The slight negative slope during the first eight months of 2011 and the slight positive slope during the final four months of 2011 is identical to the pattern exhibited during 2010, although, this is not because of seasonality.  The launch of QE2 during the summer of 2010 and the debt ceiling debate et al. during the summer of 2011 created volatility within the global equity markets.
 

The key takeaway from the chart above is that there is a liquidity advantage for U.S. companies that list on London's AIM via a U.K. holding company.  The four main reasons being:

  1. Once the Reg. S period expires, the London AIM IPO shares can trade directly within CREST
  2. Pre-IPO shares not subject to Reg. S can immediately trade directly within CREST
  3. Articles of incorporation fully conform to U.K. law, providing comfort to U.K. investors
  4. London AIM institutional investors only allocate a portion of their investments to non-U.K. companies
Nevertheless, irrespective of where a company is domiciled, liquidity on London's AIM can be improved.  The reasons for a lack of liquidity on London's AIM are often company specific and not obvious.  As a consequence, thoughtful and thorough investigation is needed in order to formulate actionable solutions.  Several strategic decisions can be taken during the planning of the London AIM IPO to minimize the risk of lack of liquidity on London's AIM becoming a problem in the first instance; including, selection of the most appropriate Nominated Adviser (Nomad), Nominated Broker(s), financial PR/IR firm and Independent Equity Research firm.

Tuesday, February 7, 2012

London's AIM - Secondary Offering Activity - 2011

Secondary Offering activity on the London Stock Exchange's AIM stock exchange remains strong with £3.6 billion ($5.8 billion) raised during 2011.  45% of the 1,100 companies listed on London's AIM completed a secondary offering during 2011, raising an average of £7 million ($11 million).  The post below provides additional insights.

Highlights
  • Secondary offering market on the London Stock Exchange's AIM remains strong
  • £3.6 billion ($5.8 billion) raised in secondary offerings on London's AIM during 2011
  • ‘Operating companies’ capture 83% of secondary offering funds raised on London's AIM during 2011
  • Average size of ‘operating company’ secondary offerings on the London Stock Exchange's AIM moderates during 2011
                2008 - £5m ($8m)        2009 - £5m ($8m)       2010 - £8m ($13m)       2011 - £7m ($11m)
  • Trend continues between London AIM secondaries raising < £5m and the £5m - £30m range 
        < £5m                             2008 - 80%               2009 - 79%                2010 - 75%               2011 - 74%
    £5m - £30m                      2008 - 15%               2009 - 17%                2010 - 19%               2011 - 20% 
  • Relative number of London Stock Exchange AIM-listed companies completing secondary offerings on London's AIM moderates
    2008 - 36%                          2009 - 54%                          2010 - 56%                          2011 - 45%
  • London's AIM has expelled the vast majority of the weak and is supporting those that remain
The success of secondary offerings on London's AIM is indisputable, which is the defining characteristic of a mature market.  Since 2008, secondary offering funds raised on the London Stock Exchange's AIM have outpaced IPO funds raised on London's AIM by more than 5:1.  The expectation is that this ratio will cut in half over the next few years, in line with the macroeconomic healing process, as investors’ risk profiles gradually shift back towards London AIM IPOs.  The early-stage growth profile and/or attractive valuations for companies listed on London's AIM that are ‘known quantities’ have been the main drivers of secondary offering activity on the London Stock Exchange's AIM.

When reviewing the “All Companies” tables below, one anomaly should be adjusted for.  During 2009, there were three large London AIM Placing & Open Offers which raised an aggregate of £1.1 billion for real estate investment, development and management companies listed on the London Stock Exchange's AIM.  Historically, the vast majority of secondary offerings on London's AIM take the form of Placings and are much smaller in size.  When the adjustments are made, the aggregate secondary offering funds raised on London's AIM during 2009 drops from £4.9 billion to £3.8 billion and the average drops from £6.38 million to £5.03 million.



All Companies
London AIM
IPO Funds Raised
(in £ millions)
London AIM
Secondary Offering Funds Raised
(in £ millions)
2008
   918
  3,214
2009
     610*
      4,861**
2010
1,017
  5,738
2011
   560
  3,616
Total
3,105
17,429
*   Includes two large London Stock Exchange's AIM IPOs focused on acquiring distressed real estate and commercial businesses.  If excluded, London AIM IPO funds raised drops to £248m.
** Includes three large London AIM Placing & Open Offers for real estate companies.  If excluded, Secondary Offering funds raised on London's AIM drops to £3,814m.



‘Operating Companies’*
London AIM
IPO Funds Raised
(in £ millions)
London AIM
Secondary Offering Funds Raised
(in £ millions)
2008
   523
  2,539
2009
     16
  3,113
2010
   723
  4,888
2011
   516
  3,013
Total
1,778
13,553
*  Generally excludes SPACs, Investing Companies and Investment and Real Estate Funds.

The key takeaways from the tables above are that secondary offering activity on London's AIM has remained strong and 83% of the funds raised on London's AIM over the last four years have been for ‘operating companies’ listed on the London Stock Exchange's AIM, after adjusting for the previously mentioned anomaly during 2009.  QE2 and the debt ceiling debate et al. had positive and negative effects on secondary offering activity on London's AIM from the summers of 2010 and 2011, respectively.



All Companies
Number of
London AIM
Secondaries*

Gross Funds Raised
(in £ millions)

Average Funds Raised
(in £ millions)
2008
   578
  3,214
5.56
2009
   762
      4,861**
    6.38**
2010
   691
  5,738
8.30
2011
   524
  3,616
6.90
Total
2,555
17,429
6.82
*   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 year.
** Includes three large London AIM Placing & Open Offers for real estate companies.  If excluded, the gross and average raised on the London Stock Exchange's AIM drop to £3,814m and £5.03m.



‘Operating Companies’*
Number of
London AIM
Secondaries**

Gross Funds Raised
(in £ millions)

Average Funds Raised
(in £ millions)
2008
   493
  2,539
5.15
2009
   682
  3,113
4.56
2010
   595
  4,888
8.22
2011
   455
  3,013
6.62
Total
2,225
13,553
6.09
*   Generally excludes SPACs, Investing Companies and Investment and Real Estate Funds.
** 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 year.

The key takeaway from the tables above is that the 2010 spike in gross secondary offering funds raised on the London Stock Exchange's AIM and the average size, after adjusting for the previously mentioned anomaly during 2009, has moderated during 2011, however, secondary offering activity on London's AIM was still quite strong.

Consistent with the above (see chart below), there is a slight, but noticeable, London AIM secondary offering trend developing with the breakpoint being £5 million ($8 million).  The relative number of secondary offerings on the London Stock Exchange's AIM raising less than this amount has decreased from 2008 - 2011 (80%, 79%, 75% and 74%), whereas the relative number raising between £5 million ($8 million) and £30 million ($48 million) has increased from 2008 - 2011 (15%, 17%, 19% and 20%).

This trend has developed because, during 2008 and 2009, investors were willing to deploy relatively small amounts of capital to continue to assess the viability of certain companies listed on London's AIM, whereas in 2010 and 2011, capital was being deployed for executing on organic and/or acquisitive growth opportunities.
 

The chart below shows that the relative number of companies able to complete secondary offerings on the London Stock Exchange's AIM during 2011 moderated to 45%.  When looking at London AIM data going back to 2004, the long-term average approximates 50%.  The launch of QE2 during the summer of 2010 and the debt ceiling debate et al. during the summer of 2011 had slight positive and negative effects, respectively, on the secondary offering market on the London Stock Exchange's AIM.

The chart below also illustrates the ‘crash’ of 2008 and a wave of relatively small ‘rescue financings’ during 2009.  The best evidence of the health and stability of the secondary offering market on London's is the fact that the average secondary offering on the London Stock Exchange's AIM raised £7.70 million ($12.32 million) during 2010 - 2011, only 18% less than the £9.08 million ($14.53 million) average secondary offering on London's AIM during 2006 - 2007.  As previously mentioned, the breadth and depth of secondary offering activity on London's AIM is the defining characteristic of a mature market.
 

The vast majority of weak companies were expelled from London's AIM during 2008 and 2009 as investors selected those companies that would remain on the London Stock Exchange's AIM by providing access to secondary offering funds.