Capital Market

Capital Markets Group
Which market?*
A guide to selecting an equity listing
market across Europe
*connectedthinking
PricewaterhouseCoopers provides sector-specific services in the fields of
Assurance, Tax & HRS and Advisory. Our objective is to help our clients improve
their operational agility – not only as a service provider but also as a business
partner. We give practical advice, identify opportunities and suggest innovative
solutions: with a result-driven focus and often from a surprising perspective. We
do this with some 4600 colleagues in the Netherlands and more than 146,000
people in 150 countries around the world on the basis of our Connected Thinking
philosophy. We serve both large national and international companies as well as
governments, not-for-profit organisations and private companies.
Our value proposition

• Tailored service on your doorstep
• Smooth execution
• Enter the market faster
• Minimise disruption to your business
• Team up to transfer knowledge
• Maximise shareholder value
Foreword
The European capital markets have a history of strong performance and have proved to
be popular destinations for both domestic and international IPOs. The European capital
markets raised more money than those in the US during 2007 and 2006 and remained
ahead of the rapidly expanding capital markets in Greater China. Looking to the future,
we expect to see both domestic and international companies continuing to come to the
European markets to IPO.
Having decided that a listing of equity shares on a public market is an appropriate next
step in a company’s development, one of the important decisions to be made is how
best to effect this. An entity has the option of:
• undertaking a listing in a domestic exchange;
• listing its equity on an overseas exchange; or
• listing in dual locations, its domestic and another market.
To help companies considering these options we have developed this brochure which
highlights some of the relevant factors and differences between the main capital markets
in Europe.
A favourable development has been that companies raising capital in Europe are now
subject to several harmonised regulations and directives aimed at facilitating access
to capital on a pan-European basis and increasing the comparability, frequency and
transparency of published information.
The first part of this publication provides a summary of some key rules and regulations
from two European directives, the Prospectus Directive dealing with prospectus
requirements and the Transparency Directive dealing with (financial) information which
must be made available to investors. These rules and regulations are applicable to all
European companies listed on a EU regulated market.
Notwithstanding the harmonized regulations, important differences in regulation and

market practice do still exist between European stock exchanges. We have compared
the main European equity markets and this publication describes the differences
between them regarding certain key market data, admission criteria and continuing
obligations. The table at the beginning of part 6 of this publication provides a summary
of the most important differences between the main European stock exchanges.
We hope this document will assist you in making an initial decision on the most suitable
stock exchange for listing your company’s shares. We look forward to discussing with
you in more detail the factors relevant to your company.
October 2008
PricewaterhouseCoopers 3
Table of contents
1 Summary statistics of main EU regulated markets - 2007 6
2 Where to list 8
3 Flotation timetable 10
4 Regulatory overview 12
5 General requirements and practices 16
6 Comparison of the more significant requirements of

European stock exchanges 20
Belgium 25
Cyprus 26
Denmark 27
Finland 28
France 30
Germany 34
Italy 38
Luxembourg 42
The Netherlands 44
Norway 45
Poland 46
Spain 49
Sweden 50
Switzerland 51
United Kingdom 52
7 Conclusions 56
1 Summary statistics
of main EU regulated
markets - 2007
Companies with listed shares in 2007 (EU regulated stock exchange) Market capitalisation in 2007 (EU regulated stock exchange)
Belgium 175 Belgium 263.7
Cyprus 15 Cyprus 17.0
Denmark 204 Denmark 189.0
Finland 134 Finland 252.5
France 707 France 1,874.4
Germany 754 Germany 969.6
Italy 344 Italy 733.6
Luxembourg 122 Luxembourg 418.5
The Netherlands 221 The Netherlands 654.0
Norway (non-EU) 241 Norway (non-EU) 267.7
Poland 342 Poland 301.6
Spain 210 Spain 1,384.8
Sweden 274 Sweden 430.0
Switzerland (non-EU) 373 Switzerland (non-EU) 920.1
United Kingdom 1,580 United Kingdom 6,300.0
0 400 800 1200 1600 in Billion € 0 1000 3000 5000 7000
Number of IPOs in 2007 (EU regulated stock exchange) * Capital raised on IPO in 2007 (EU regulated stock exchange)
Belgium 9 Belgium 2.7
Cyprus 0 Cyprus 0
Denmark 15 Denmark 0.7
Finland 3 Finland 0.2
France 21 France 2.9
Germany 28 Germany 6.9
Italy 32 Italy 4.4
Luxembourg 0 Luxembourg 0
The Netherlands 14 The Netherlands 3.1
Norway (non-EU) 22 Norway (non-EU) 1.3
Poland 81 Poland 4.8
Spain 10 Spain 10.1
Sweden 15 Sweden 0.5
Switzerland (non-EU) 10 Switzerland (non-EU) 1.0
United Kingdom 99 United Kingdom 27.6
0 20 40 60 80 100 120 in Billion € 0 5 10 15 20 25 30

Note: * In addition, in a number of countries there are active exchange regulated markets such as United Kingdom, France, Germany, Luxembourg
and Poland.
Data excludes investment funds except for Norway, Switzerland and United Kingdom.
Source: Statistics from the Stock Exchanges.
2 Where to list
Choosing the most appropriate market may not be straight forward. Companies should consider the pros and cons of each
market and how each market could meet their overall needs.
Which market?
Valuation of shares • Valuation criteria can vary between markets.

• Ability to pay dividends can impact valuation.
Location of holding company, head • The company’s core business location may affect the investor appetite for its
office and trading operations of the equity and may also necessitate a domestic listing.
company • The stage of development of a business may make it more suitable for some
markets.
• Taxation considerations can impact the location of the holding company.
Market and stakeholder • Management of time zone differences.

communications • Investor/analyst briefings and interest in the business can vary in different
locations.
• Expectations of other stakeholders e.g. bankers, employees, etc can affect
the decision.
Initial listing • Admission/eligibility criteria may be difficult to achieve.

• Costs of listing vary in each market.
Continuing obligations • May vary in each market and will have cost implications.
• Does the market regulatory framework have business implications?
Other factors • Trading volume and liquidity of the underlying securities can vary in different
locations.
• Inclusion in market indices may restrict the market choices available.
• Where are the company’s peers listed?
• Acquisition currency may be required for business development in certain
locations.
• In some locations there is more than one market, which one is most suitable?
Figure 2: Factors for consideration
3 Flotation
timetable
The process of moving from a private company to one Stock market volatility is one of the most unpredictable
with equity which is listed on a market is similar in all EU aspects of going public and the timing of an IPO is key in
countries. However, no matter which market you choose, it is achieving the best possible result. Although no one can
imperative that you plan early and ensure that the timelines accurately forecast the market’s mood, you must consider
for all those involved are built into plans. the importance of timing and be prepared to alter your
company’s timetable.
In any EU market a timetable from initial enquiry to impact
day of less than 4 months is a challenge and an expectation The following is an example timetable that may apply to an
of between 4 and 6 months is more realistic. The length IPO in any European market.
of time will depend on the complexity of the business and
the sophistication of your internal reporting and company
structure.
Month 1 Month 2 Month 3 Month 4 Month 5 Month 6

Transaction, shareholders & debt structure finalised
Appointment of underwriters (beauty contest)
Appointment of advisers (financial, legal, IR)
General Preparation of investor story
General planning, timetable & preparation
Meeting with the exchange regulatory authority
Historical financial statements and interim financial statements

Auditors Conversion to IFRS
Financial reporting procedures (if applicable)
Reporting
PATHFINDER DAY
Working Capital report (if applicable)
accountants Profit forecast and pro forma report, if any
IMPACT DAY
Comfort letter
Company Business and financial due dilligence

Legal due dilligence
Underwriters Draft legal documents
Advisors Prospectus preparation and verification
Drafting prospectus
Regulation and Confirmation
Prospectus verification
documentation of eligibility
Prospectus vetting & approval
Pre-marketing
Broker research
Prepare investor
Marketing Announcement of possible listing
relations function
Preparation for
road show
Figure 3. Flotation timeline
4 Regulatory
overview
The Prospectus and Transparency Directives set out the disclosure. It also allows companies to use an approved
principal rules for issuers of equity in the European Union. prospectus to list on all European markets without having to
re-apply for approval from the local regulator.
Prospectus Directive
The Prospectus Directive and the European Commission’s To achieve the goal of common standards across Europe
Regulation on Prospectuses have now been implemented the Prospectus Directive is a ‘maximum harmonisation’
in member states. They set out the basis for providing a directive. Member states are not able to impose additional
pan-European regime for offering securities to the public or requirements on issuers from other member states as to
admitting securities to trading on an EU regulated exchange. when a prospectus might be required or its content.
It provides a framework for a consistent approach to when
a prospectus is required and sets a common standard for Some of the key financial information prospectus disclosures
are summarised below:
Historical financial information Three years of audited consolidated accounts prepared in accordance with IFRS
(the earliest year can be local GAAP) or equivalent standards (e.g. US GAAP) for
non EU issuers.
Interim financial information Required if published or if latest audited accounts are 9 months old. Must include
comparatives. Review not required, although customary in certain countries.
Pro forma financial information Required to illustrate the impact of the transactions detailed in the prospectus.
Must be reported on by an accountant.
Profit forecast financial information Optional, but if included, it must be reported on by an accountant.
Working capital statement A statement by the issuer that working capital is (in)sufficient for its present
requirements.
Capitalisation and indebtedness A statement by the issuer is required within 90 days of the date of the prospectus.
Figure 4. Key financial information prospectus disclosures
Transparency Directive
A key element of market regulation is the availability of The principal requirements for listed companies preparing
information to investors – for example the frequency with consolidated financial statements to present information
which companies report, and the information they provide during each year are summarised in the following table.
on matters such as major shareholdings. The European
Commission consulted on these aspects, culminating in the
final adoption of the Transparency Directive in 2004. The
Directive has now been implemented in most of the member
states.
Unlike the Prospectus Directive, the Transparency Directive

is not a ‘maximum harmonisation’ directive. Member state
governments are able to impose additional requirements
above the minimum level envisaged in the directive, though
only on issuers incorporated in their own country. Also,
exchanges are able to impose additional requirements on
issuers traded on their markets.
Annual financial Half-year report Intermediate quarters
statements
Level of information Full IFRS financial Interim financial information Narrative management
statements in accordance with IAS 34 statements - material
events, general description
of financial position
(not required if quarterly
financial reports are issued)
Audit or review Audit Not required but disclose if Not required

either audit or review carried
out
Filing deadline 4 months 2 months Between 10 weeks after

the beginning and 6 weeks
before the end of each six-
month period
Figure 5. Transparency Directive
Home member state Exchange regulated markets

One important consideration in both directives is the European exchange regulated markets (such as Alternext
determination of the issuer’s Home Member State. The or AIM) are governed by their own individual rules and
Prospectus Directive requires that an issuer has a Home guidelines, usually developed by the exchanges themselves,
Member State in the EU. The Home Member State as they are outside the scope of the EU Prospectus and
determines which regulator, (e.g. the Finnish Financial Transparency Directives, which apply to companies listed
Supervision Authority (FIN-FSA) in Helsinki) sets, approves on EU regulated markets. Exchange regulated markets give
and monitors compliance with the rules both for listing and smaller companies the opportunity of being traded on a
continuing obligations. For a holding company that is legally public market but within a regulatory framework which may
incorporated in an EU member state, that member state is be more suitable to them.
the issuer’s Home Member State, (e.g. a Finnish holding
company is regulated by the FIN-FSA) regardless of the Unlike EU regulated markets, exchange regulated markets do
European stock exchange on which it is listed. For a holding not often stipulate minimum listing requirements in relation to
company that is legally incorporated outside the EU, the a company’s size, its historical financial track record and the
Home Member State is determined by the EU country in proportion of its shares required to be in public hands. Also,
which the company undertakes the listing. continuing obligations and financial reporting requirements
are usually less onerous when compared with those of EU
regulated markets. For example, the periods within which
financial information must be published are generally longer
and IFRS is not always required. Exchanges themselves will
often act as the body responsible for reviewing admission
documents rather than the local regulator.
14 Which Market

5 General
requirements
and practices
The following requirements and practices are commonly factual information in the prospectus. Also, an assessment is
seen in most EU countries. performed to determine that all material information relevant
to investors is included. There is no legal requirement or
Admission criteria standardized due diligence procedures across Europe. It is
however common practice in each of the territories that the
Revenues and profit underwriting banks perform business, legal and financial due
In several countries an applicant must be able to diligence procedures. The extent of the procedures depends
demonstrate a profitable financial track record, for the past on the size and complexity of the issuer, the nature of the
two to three years. The differences between countries are offering and/or listing and is also dependent on common
documented in the individual country tables later in this practice in a certain territory.
publication. In general, there are no requirements with regard
to minimum revenue levels. Matters typically covered by financial due diligence are as
follows:
Percentage of free float • history and description of the business;
Most stock-exchanges require that a minimum of 25% of the • management and employees (including details of
shares in the same class must be distributed to the public directors and senior management);
at the Initial Public Offering. There might not be a free float • the market and competitive environment in which the
requirement once listed. company operates;
• products and marketing;
Documentation • production, purchasing, research and development;
In general, the following documents are required to be • accounting policies;
submitted to the regulator before an application for the listing • trading results, assets and liabilities, cash flows;
of shares on an EU regulated exchange will be considered: • management information, controls and information
• a completed application for admission of the securities to technology; and
the market; and • taxation.
• a prospectus drawn up in accordance with the
Prospectus Directive that has been approved by the Due diligence requirements in the United Kingdom are
relevant regulatory authority; or perceived to be quite onerous relative to other European
• a copy of the prospectus, a certificate of approval countries and are discussed in more detail later in this
and (if applicable) a translation of the summary of the publication.
prospectus, if another EU member state is the Home
Member State for the securities; or Continuing obligations
• where a prospectus has not been produced, a written
confirmation setting out the exemption from the Price sensitive information
Prospective Directive on which the issuer or offeror All stock exchanges require listed companies to make timely
is relying and which is signed by a director or duly announcements regarding information or major decisions
authorised officer of the issuer or offeror of the securities. that may affect share prices.
The above documents can typically be both in English or Annual financial reporting
the local language. The requirement with regard to language In principle, the issuer must make public its annual financial
varies in different locations as certain locations require the report at the latest four months after the end of each financial
document to be at least (partly) in the local language. year. The annual financial report must include:
• the audited IFRS consolidated financial statements;
Due diligence • a management report; and
Due diligence processes will take place primarily during • directors’ responsibility statements.
the prospectus drafting and road shows. Due diligence is
typically performed by the investment bank or underwriting
bank, to investigate and verify the accuracy of certain
Half-year financial reporting Corporate governance
The issuer must make public a half-yearly financial report In most countries individual Codes of Corporate Governance
covering the first six months of the financial year. The half- exist, but these Codes are not enacted by law. Listed
yearly financial report must be made public no later than companies have to determine whether they comply with
two months after the end of the period to which the report the Code’s provisions, or explain their reasons for non
relates. The half-yearly financial report must include: compliance. Most regulators recommend that listed
• a condensed set of consolidated interim financial companies disclose relevant information about their
statements; corporate governance rules and practices having regard to
• an interim management report; the provisions of the relevant Code. Also, if a company does
• directors’ responsibility statements. not comply with the relevant Code they are recommended to
explain why they do not comply.
The half yearly financial report must be compliant with
IAS 34. In general, an audit or review by auditors is optional, Internal control certification
however, if no audit or review is performed, the company There is no European wide ongoing obligation for companies
must make a statement to this effect in its report. Some to provide public statements on internal control. However,
territories do require the half-year report to be reviewed by France does require that internal control procedures are
the auditors (as indicated later in this publication). implemented, and a statement is made with regard to the
effectiveness of these controls during the reporting period.
Quarterly financial reporting Italy has a similar requirement, but only at the time of the
In principle, publication of quarterly financial statements is IPO.
not mandatory. As required by the Transparency Directive,
an issuer must make public a statement by its management
during the first and second six month period of a financial
year. These interim management statements must provide:
• an explanation of material events and transactions that
have taken place during the relevant period and their
impact on the financial position of the issuer and its
controlled undertakings, and
• a general description of the financial position and
performance of the issuer and its controlled undertakings
during the relevant period.
Significant and related party transactions

Some stock exchanges require disclosure of related party
transactions that exceed a certain threshold or that are
not regular business transactions. Most stock exchanges
however do not have specific disclosure requirements in
terms of significant transactions (e.g. mergers, acquisitions
and/or divestments) and/or related party transactions other
than the general principle that price sensitive information
needs to be disclosed imminently.
18 Which Market

6 Comparison
of the more
significant
requirements of
European stock
exchanges
Luxembourg
Main market
Main market
Main market
Exchange
regulated
Denmark
Alternext
Germany
Germany
Belgium
Finland
Cyprus
France
France
Italy
Admission criteria
1 Revenues          
2 Profit          
3 Minimum % free          
float
4 Minimum market          
value
5 Documentation          
5a Due diligence          
Continuing obligations
6 Price sensitive          
information
7 Annual reporting          
8 Half year reporting          
9 Quarterly reporting          
10 Significant and          
related party
transactions
disclosure
11 Corporate          
Governance
12 Internal control          
certification
 Significant requirements or local practices

 Some requirements or local practices
 Minimal or no requirements or local practices
22 Which Market

Luxembourg
Main market
Poland Main
Netherlands
Switzerland
Exchange
Euro MTF
regulated
Kingdom
Kingdom
(non-EU)
(non-EU)
Sweden
Norway
market
Poland
United
United
Spain
AIM
The
Admission criteria
1 Revenues          
2 Profit          
3 Minimum % free          
float
4 Minimum market          
value
5 Documentation          
5a Due diligence          
6 Price sensitive          
information
7 Annual reporting          
8 Half year reporting          
9 Quarterly reporting          
10 Significant and          
related party
transactions
disclosure
11 Corporate          
Governance
12 Internal control          
certification
 Significant requirements or local practices

 Some requirements or local practices
 Minimal or no requirements or local practices
Belgium
Key data EU regulated market 2007 2006
The stock exchange in Brussels, operates one main Companies with listed
EU regulated exchange, NYSE Euronext Brussels, and shares 175 205
an exchange regulated market, Alternext Brussels. The Market capitalisation € 263.7 billion € 300.5 billion
stock exchange is regulated by the Banking, Finance and
Insurance Commission (CBFA). Number of IPOs 9 7
Capital raised on IPOs € 2.7 billion € 316 million

Alternext Brussels is a tailor-made market for small and mid-
size companies. Alternext is operated as a single platform Note 1: All data excluding investment funds
offering one market structure in Belgium, France and The
Netherlands. Companies listed on Alternext are not subject
to EU directives and benefit from a lighter regulatory listing
and periodic reporting regime.
Belgium – Regulatory overview EU regulated market
Admission criteria
1 Revenues No requirements
2 Profit No requirements
3 Minimum % free float Follows general requirements and practice*.

In addition, a minimum of 10% shares must be distributed to
retail investors
4 Minimum market value € 5 million
5 Documentation Follows general requirements and practice*

The prospectus needs to be drawn up in at least one of the
national languages (Dutch, French or German)
6 Price sensitive information Follows general requirements and practice*
7 Annual reporting Follows general requirements and practice*
8 Half year reporting Follows general requirements and practice*
9 Quarterly reporting Follows general requirements and practice*
10 Significant and related party transactions No requirements

disclosure
11 Corporate Governance Follows general requirements and practice*
12 Internal control certification No requirements
* Note: refer to part 5 of this publication
Cyprus
Key data EU regulated market:

Main market 2007 2006
Cyprus has three EU regulated exchange markets, the Main,
the Alternative and the Parallel markets of the Cyprus Stock Companies with listed 15 16
Exchange. The regulatory authority for these markets is the shares
Cyprus Securities and Exchange Commission. Market capitalisation € 17.0 billion € 16.1 billion
Number of IPOs - -
Capital raised on IPOs - -
Note 1: All data excluding investment funds
Cyprus – Regulatory overview EU regulated market (Main market)
Admission criteria
2 Profit The issuer must be profitable (defined as profit after tax) based
on the audited accounts for at least 2 out of the 3 years, or 3
out of the 5 years prior, to the year of admission
3 Minimum % free float At least 25% of the shares proposed to be listed should be
held by the public and by at least 1,000 legal entities which
do not hold a percentage exceeding 2% of total shares.
No shareholder controls directly or indirectly a percentage
exceeding 70%
4 Minimum market value € 15.4 million

English language is accepted. No need for translation in local
language
9 Quarterly reporting Publication of IAS 34 compliant quarterly financial statements is

mandatory
The first and third quarter financial reports must be made public
as soon as possible, but no later than two months after the end
of the period to which the report relates
There is no requirement to audit or review
10 Significant and related party transactions Significant and related party transactions must be reported to
disclosure the Cyprus stock exchange and its regulatory authority before
announcement regarding the transactions is made public
11 Corporate Governance The Corporate Governance Code of the Cyprus stock exchange
should be applied
26 Which Market

Denmark
The stock exchange in Copenhagen, Denmark has one Companies with listed 204 190
main EU regulated exchange, the OMX Nordic Exchange shares
Copenhagen, which is a part of the Nasdaq OMX Group of Market capitalisation € 189.0 billion € 181.0 billion
Exchanges.
Number of IPOs* 15 12
Capital raised on IPOs* € 693 million € 277 million
Note 1: * excluding investment funds

Note 2: There is another minor EU regulated market in Denmark
called the Danish Authorized Marketplace (DK AMP) with
19 listed companies per latest available 2006. The data
does not include information from this market.
Danmark – Regulatory overview EU regulated market
Admission criteria
2 Profit As a main rule the applicant must be able to document a

profitable financial track record. Alternatively the company must
document that it has sufficient funding for at least 12 months of
activity
3 Minimum % free float Follows general requirements and practice*
5 Documentation If Denmark is the home member state, translation into Danish

is required. Alternatively at least the summary is required to be
translated into Danish.
9 Quarterly reporting Follows general requirements and practice*, although quarterly

financial statements are recommended
10 Significant and related party transactions Information on related party transactions is required, if
disclosure transaction is significant and not part of the normal business
activities.

If the company is not subject to a corporate governance code in
its home country, the Danish corporate governance code should
be applied.
Finland
The stock exchange in Helsinki, Finland has one main EU Companies with listed 134 137
regulated exchange, the OMX Nordic Exchange Helsinki (part shares
of the Nasdaq OMX Group of Nordic Exchanges). The stock Market capitalisation € 252.5 billion € 234.7 billion
exchange is regulated by the Finnish Financial Supervision
Authority (FIN-FSA). Number of IPOs 3 6
Capital raised on IPOs € 152.2 million € 731.5 million
Finland – Regulatory overview EU regulated market
Admission criteria

activity

English language is accepted. No need for translation in local
language

disclosure

If the company is not subject to a corporate governance code
in its home country, the Helsinki Stock Exchange corporate
governance code should be applied.
28 Which Market

France
Key data EU regulated 2007 2006

market
The stock exchange in Paris, France is called NYSE Euronext
Paris and operates one EU regulated market, Eurolist and
two exchange-regulated markets, Alternext and Marché Companies with 707 730
Libre. The competent authority in France for approval of listed shares
Eurolist transactions is the Autorité des Marchés Financiers
(AMF). Companies on Alternext and Marché Libre are not Market € 1,874.4 billion € 1,841.6 billion
required to comply with the EU directives. capitalisation
Alternext is operated as a single platform offering one market

structure in Belgium, France and The Netherlands. Marché Number of IPOs 21 33
Libre is often considered to be a first step for companies
Capital raised on € 2.9 billion € 9.3 billion
willing to be listed without having to meet the eligibility
IPOs
criteria of other NYSE Euronext markets. In particular, there
is no minimum free float and financial statements for the Note 1: All data excluding investment funds
prior 2 years are required only if the company has been in
existence over the period.
Exchange 2007 2006
There are two possible methods of access to Alternext: regulated market:
listing with a public offering and direct listing after a private Alternext Paris
placement. Companies with 111 75
listed shares
Market € 5.4 billion € 3.4 billion

capitalisation
Number of IPOs in 44 51
the year
Capital raised on € 419 million € 442 million

IPOs
Exchange 2007 2006

regulated market:
Marché Libre Paris
Companies with 270 256

listed shares
Market € 15.5 million € 11.1 million

capitalisation
Number of IPOs in 42 23
the year

IPOs
30 Which Market

France – regulatory overview EU regulated market
Admission criteria

The prospectus needs to be drawn up at least in French

Review by auditors is required
9 Quarterly reporting In addition to the general requirement and practice, sales figures by
business activity for the quarter with comparative figures must be
published within 45 days after the period end
10 Significant and related party No requirements

transactions disclosure
11 Corporate Governance No requirements, save that best practices in France have emerged through
two reports, the Rapport Bouton and the Rapport Vienot
12 Internal control certification In accordance with the French commercial code, there is a requirement
for the President of the Company to issue a report on internal control. The
auditors must issue a report on the President’s report
France – regulatory overview exchange related market (Alternext)
Admission criteria
3 Minimum % free float No minimum %. Requirements depend on the access method:

• Listing with a public offer: at least € 2.5 million
• Direct listing after a private placement: required to have placed at least € 5 million
in the two preceding years
4 Minimum market value No requirements
5a Documentation Depends on the access method:

• Listing with a public offer: a prospectus approved by the AMF
• Direct listing after a private placement: an admission document (similar to a
prospectus but without specific requirements) – not vetted by the AMF
Financial statements for the past two years. The most recent year must be
audited. For a country incorporated in the EU, IFRS or local GAAP is permitted.
For non-EU issuers, IFRS, US GAAP or local GAAP with reconciliation to IFRS is
permitted
5b Appointment of a Listing The Listing Sponsor:

Sponsor • Must be registered with Alternext
• Helps and advises the applicant to prepare for an Alternext listing
• Has to be retained post admission and ensures that the company meets its
disclosure obligations on an ongoing basis
9 Quarterly reporting No requirements
10 Significant and related party No requirements

transactions disclosure
11 Corporate Governance No requirements, save that best practices in France have emerged through two
reports, the Rapport Bouton and the Rapport Vienot
12 Internal control certification In accordance with the French commercial code, there is a requirement for the
President of the company to issue a report on internal control. The auditors must
issue a report on the President’s report
32 Which Market

Germany
Key data EU regulated 2007 2006

market
The Frankfurt Stock Exchange (FWB) operates one main EU
regulated exchange the Deutsche Börse and an exchange Companies with 754 760
regulated market, the Open Market. The competent authority listed shares
for any public offering is the Federal Financial Supervisory Market capitalisation € 969.6 billion € 876.9 billion
Authority (BaFin).
Number of IPOs 28 37
Issuers on the EU regulated exchange can choose between
Capital raised on € 6.9 billion € 6.3 billion
listing in General Standard or in Prime Standard. The
IPOs
requirements of General Standard represent the statutory
minimum requirements. General Standard is appropriate Note 1: All data excluding investment funds
for companies targeting national investors and for a cost
effective listing.
Exchange regulated 2007 2006
In addition to the requirements of General Standard, Prime market
Standard companies must comply with certain additional Companies with 8,987 7,272
requirements. Admission to Prime Standard is a prerequisite listed shares (thereof 112 (thereof 76
for inclusion in the indices DAX, MDAX, TecDAX, SDAX. Entry Standard) Entry Standard)
Open Market provides small-to-medium-sized companies Market capitalisation € 7.79 billion € 5.36 billion
with a way to include their shares in exchange trading. Open (Entry Standard) (Entry Standard)
Market provides an alternative segment to the General or the
Prime Standard, Entry Standard.
(thereof 34 (thereof 47
Entry Standard) Entry Standard)

IPOs (Entry Standard) (Entry Standard)
34 Which Market

Germany – regulatory overview EU regulated market
Admission criteria
1 Revenues No requirements.
A company has to be in existence for a minimum of three years,
however, this can be waived based on discretionary regulatory
dispense.
4 Minimum market value € 1.25 million

English language is acceptable, except for the summary that
must be in German
9 Quarterly reporting General Standard

Follows general requirements and practice*
Prime Standard
In addition, IFRS quarterly financial statements within 2 months
after the period end. There is no requirement for an audit or
review

disclosure

in its home country, the German Corporate Governances Codex
has to be followed on a “comply or explain” basis
Germany – regulatory overview exchange regulated market (Entry Standard)
Admission criteria exchange
3 Minimum % free float No requirements

German GAAP or other local GAAP is permitted
English language is acceptable, except for the summary that
must be in German
Continuing obligations (the Transparency Directive is not applicable)

disclosure
36 Which Market

Italy
Key data EU regulated markets 2007 2006
The stock exchange in Milan, Italy (Borsa Italiana SpA) has Companies with listed 344 311
two main EU regulated exchanges, MTA/MTAX and Expandi. shares
MTA/MTAX consists of three markets called Blue Chip, Market capitalisation € 733.6 billion € 778.5 billion
Star and Standard. The Expandi market is characterized
by simplified admission requirements and a fast listing Number of IPOs 32 21
process and it is specially designed for small cap companies
Capital raised on IPOs € 4.4 billion € 4.8 billion
operating in traditional sectors, with consolidated positions
in their markets and a positive track record of economical- Note 1: All data excluding investment funds
financial results.
At the date of this brochure, Borsa Italiana is considering

replacing the Expandi market with a new exchange regulated
market, similar to London’s AIM. Regulations for this market
are expected to be similar to those of the AIM. Approval is
expected in 2008.
The regulator for these markets is CONSOB (Italian National

Commission for Companies and the Stock Exchange).
38 Which Market

Italy – regulatory overview EU regulated market
Admission criteria EU regulated markets
2 Profit Blue Chip / Standard / STAR:

• No requirements
Expandi:
• Net result should be positive for last 2 years and >€ 100 thousand for last year
• Net result of recurring activity >0 for last 2 years
• Net Financial Position <4 x EBITDA
3 Minimum % free Minimum shares to be distributed to the public:

float • Blue chip / Standard: 25%
• STAR: 35%
• Expandi: 10%
4 Minimum market Minimum market capitalisation to be admitted:

value • Blue chip > € 1,000 million
• Standard > € 40 million
• STAR > € 40 million, max € 1,000 million
• Expandi > € 1 million
5a Documentation Blue Chip / Standard / STAR

• Follows general requirements and practice*
• English language is acceptable, except for the summary that must be in Italian
• Quotation Management Admission Test (QMAT) - The QMAT enables Borsa Italiana to
analyse the Issuer’s business model, to identify the relevant stakeholders and to understand
the competitive situation
• Business plan covering three-year period
• Description of the Management Control System
Expandi
• Follows general requirements and practice*
• English language is acceptable, except for the summary that must be in Italian
• Description of the operational control system
5b Sponsor regime With regard to the Blue Chip Standard and STAR markets a sponsor or listing partner (typically an
and due diligence investment bank) undertakes due diligence procedures and provides written declarations to the
Italian Stock Exchange on:
• the sufficiency of the Issuer’s management control systems
• the adequency of the forecasts in the business plan submitted with the application for listing
If the completion date of the documentation to be attached to the application for listing is after
15 September, the declaration must extend to at least the first six months of the following year.
The sponsor’s declaration is typically based on procedures performed by the auditors
5c Financial Blue Chip / Standard / STAR

information • The half year interim financial statements need to be audited if the latest audited financial
disclosure information included in the prospectus is more than 9 months old
– additional • Certain financial information is required to be disclosed for the most recent quarter if more
requirements than 45 days have passed since the end of the last quarter
Expandi
• The half year interim financial statements need to be audited if the latest audited financial
information included in the prospectus is more than 9 months old
Italy – regulatory overview EU regulated market
6 Price sensitive Follows general requirements and practice*

information
8 Half year Follows general requirements and practice*

reporting Review by auditors is required
9 Quarterly Publication of quarterly financial information is mandatory

reporting There is no requirement to audit or review
Blue Chip / Standard / Expandi – Requirement to publish quarterly financial information within
45 days from the end of the period, except for Q2 and Q4
STAR – Requirement to publish quarterly financial information within 45 days from the end of
the period
10 Significant and Significant transactions

related party • Transactions which are material in size (such as acquisitions, disposals, mergers,
transactions de-mergers, contributions in kind) require the preparation of a shareholders’ circular
disclosure (documento informativo) explaining the transaction, the impact to the Issuer, financial data
of the acquired business and pro-forma financial information reflecting the transaction at the
beginning of the latest period. This pro-forma information is reviewed by the auditors who
issue an assurance report to be included in the shareholders’ circular
Related party transactions
• Significant transactions with related parties require the preparation of a shareholder’s circular
11 Corporate Blue Chip / Standard / Expandi

Governance Follows general requirements and practice*
STAR
The Company should comply with the “Code of Self Discipline” issued by Borsa Italiana S.p.A.
12 Internal control No ongoing requirements

certification
40 Which Market

Luxembourg
The stock exchange in Luxembourg, Grand-Duchy of Companies with listed 122 151
Luxembourg has one EU regulated exchange that is called shares
‘Bourse de Luxembourg’ or ‘Luxembourg Stock Exchange’, Market capitalisation € 418.5 billion € 337.8 billion
and one exchange regulated market called the Euro MTF.
The regulator for these markets is the CSSF (Commission de Number of IPOs - -
Surveillance du Secteur Financier).
Capital raised on IPOs - -
Exchange regulated 2007 2006
Companies with listed 139 109

shares
Market capitalisation € 27.5 billion € 19.6 billion
Luxembourg – Regulatory overview EU regulated market
Admission criteria
3 Minimum % free float 25% or a lower % when proper operation of the market is
assured (high number of shares and large distribution)

No need for translation in local language, French, German,
Luxembourgish and English are acceptable languages

disclosure
11 Corporate Governance The “Ten Principles of Corporate Governance of the

Luxembourg Stock Exchange” apply to Luxembourg companies
admitted to trading on the Luxembourg Stock Exchange, under
the “comply or explain” approach. Not mandatory for overseas
companies
42 Which Market

Luxembourg – Regulatory overview exchange regulated market (Euro MTF)
Admission criteria
3 Minimum % free float 25% or a lower % when proper operation of the market is
assured (high number of shares and large distribution)
5 Documentation Prospectus prepared in accordance with the Prospectus

Directive or the Rules and Regulations of the Luxembourg
Stock Exchange (no requirement for IFRS financial statements)
and approved by the Luxembourg Stock Exchange
Three years of financial statements; however, it can be waived

upon discretionary dispense from the exchange
No need for translation in local language, French, German,

Luxembourgish and English are acceptable
7 Annual reporting Audited annual accounts and management report prepared in

accordance with the issuer’s national legislation to be made
available in Luxembourg as soon as possible
8 Half year reporting Except if the national legislation applicable to the issuer does
not require it, information to be made available in Luxembourg
within 4 months of the end of the first half year, comprising net
turnover and result and a statement relating to company activity
and results

disclosure
11 Corporate Governance The “Ten Principles of Corporate Governance of the

Luxembourg Stock Exchange” apply to Luxembourg companies
admitted to trading on the Luxembourg Stock Exchange, under
the “comply or explain” approach. Not mandatory for overseas
companies
The Netherlands
The stock exchange in Amsterdam, the Netherlands Companies with listed 221 224
operates one EU regulated exchange, NYSE Euronext shares
Amsterdam and an exchange regulated market, Alternext Market capitalisation € 654.0 billion € 591.2 billion
Amsterdam. Companies listed on Euronext must follow the
rules and regulations that are applicable in all EU countries. Number of IPOs 14 13
In particular, the Prospectus Directive and Transparency
Directive are applicable to such companies. The competent
authority in the Netherlands for approval of Euronext Note 1: All data excluding investment funds
transactions is the Authority for the Financial Markets (AFM). Note 2: Currently two companies are listed on Alternext
Amsterdam. The data above does not include information
Alternext Amsterdam is a tailor-made market primarily for from this market.
small and medium sized companies. Companies listed
on Alternext Amsterdam are not required to apply the EU
directives, and benefit from fewer requirements for listing and
periodic reporting after the listing than on Euronext.
The Netherlands – regulatory overview EU regulated market
Admission criteria

English language is acceptable. No need for translation in local
language

disclosure

in its home country, the corporate governance code that is
applied in the Netherlands, Code Tabaksblat should be applied
on a “comply or explain” basis
44 Which Market

Norway
Key data Exchange 2007 2006

regulated market
The Oslo Børs in Norway, is a self-regulated exchange with
particular focus in the shipping, oil-related and sea farming Companies with 241 229
sectors. listed shares
Market NOK 2,156.9 bn NOK 1,915.8 bn

Although Norway is not part of the European Union, capitalisation (€ 267.7 billion)** (€ 237.7 billion)**
the Prospectus and Transparency Directives have been
voluntarily adopted by the Oslo Børs. Number of IPOs 22 23
Capital raised on NOK 10.9 billion NOK 11.7 billion

The Oslo Børs has two markets, the main market and the
IPOs (€ 1.3 billion)** (€ 1.4 billion)**
Oslo Axess that has less stringent admission criteria.
Note 1: All data including investment funds
Note 2: The data above covers the main market only
** As per July 2008 Exchange rate 1 NOK = Euro 0.12410
Norway – regulatory overview exchange regulated market (not subject to EU provisions)
Admission criteria Oslo Børs
2 Profit Operating result should be positive for at least one of the last 3
years. Exceptions can be granted
3 Minimum % free float Main market: 25% and 500 shareholders holding one or more
round lots (equivalent to approximately NOK 10,000, € 1,241)**
Axess: 25% and 100 shareholders holding one or more round lots
4 Minimum market value Main list: NOK 300 million (€ 37 million)**

Oslo Axess: NOK 8 million
5 Documentation A formal application to the Oslo Børs must be prepared prior to

submission of a prospectus
A listing prospectus according to the EU Prospectus Directive
Interim financial statements (IAS 34 or equivalent) for the last
quarter are required. A review report is mandatory
Continuing obligations Oslo Børs
9 Quarterly reporting Quarterly financial statements are required
10 Significant and related party transactions Material transactions with shareholders, board members and
disclosure management must be reported
Poland
The Warsaw Stock Exchange (WSE) has one EU regulated Companies with listed 342 270
market – the Main Market, and one exchange regulated shares
market, NewConnect. The Main Market is regulated by the Market capitalisation € 301.6 billion € 166.0 billion
Komisja Nadzoru Finansowego (KNF) – The Polish Financial
Supervision Authority. Number of IPOs 81 33

NewConnect is an alternative market regulated by the WSE,
aimed primarily at small, newly-established and rapidly Note 1: All data excluding investment funds
growing businesses. Companies listed on NewConnect are
not required to comply with the EU directives. There are
fewer and less-stringent requirements for listing and periodic Exchange regulated 2007 2006
reporting after the listing than on the Main Market. market
Companies with listed 24 Not applicable

shares
Market capitalisation € 330.8 million Not applicable
Number of IPOs 24 Not applicable
Capital raised on IPOs € 39.6 million Not applicable

Note 2: The exchange regulated market NewConnect was
launched in August 2007
46 Which Market

Poland – regulatory overview EU regulated market
Admission criteria
3 Minimum % free float A minimum of 25% shares must be distributed to the public if the total offer value is
below € 17 million and 500,000 shares

The prospectus needs to be drawn up in Polish, unless it is approved in a different
EU member state. If the prospectus is not approved in Poland, a summary in Polish is
required
Continuing obligations (the Transparency Directive is not yet applicable)

There is a prescriptive list of events triggering the requirement to make an
announcement
7 Annual reporting Follows general requirements, except that the stand-alone annual report must be
published within six months after the year end and the consolidated annual report
within two months from the date of publishing the stand-alone annual report
8 Half year reporting Publication of a full (non-condensed) set of financial statements is mandatory
The consolidated half year report must be published within three or four months after
the period end (depending on the circumstances)
Review by auditors is required
9 Quarterly reporting Publication of IAS 34 compliant quarterly consolidated financial statements is

mandatory
The consolidated quarterly report must be made public within 45 days after the
period end (60 days for the fourth quarter)
There is no requirement for an audit or review
10 Significant and related party Information on related party transactions is required if the aggregate value of such
transactions disclosure transactions exceeds € 500,000 from the beginning of the financial year, unless
they are typical or routine transactions concluded at arm’s length by the related
undertakings, whose nature and terms follow from the day-to-day operations of the
issuer or its subsidiary undertaking
11 Corporate Governance “Best practices in listed companies” issued by the Warsaw Stock Exchange and
recommended for listed companies on a “comply or explain” basis
12 Internal control certification No requirement for external certification. “Best practices in listed companies” require
that a brief assessment of the company’s standing including an evaluation of the
internal control system and the significant risk management system is prepared once
a year
Poland – regulatory overview stock exchange regulated market
Admission criteria
5a Documentation An information document in Polish or English which must comply with the Alternative
Trading System Rules or, in the case of a public offering within the meaning of the
Prospectus Directive, a prospectus
5b Appointment of a The Nominated Adviser (Nomad), typically an investment company or broker, must be
Nominated Adviser registered with the Warsaw Stock Exchange
The Nomad is appointed to ensure that the company is suitable to be listed on
NewConnect and to ensure that the Alternative Trading System Rules are complied with
on flotation
The Nomad helps and advises the company to prepare for a listing and examines
whether the information document was prepared in accordance with requirements set
out in the Alternative Trading System Rules
The Nomad has to ensure, for at least one year, that the company it sponsors meets its
disclosure requirements and advises the company on an ongoing basis with regards to
the functioning of its instruments in the alternative system
Continuing obligations (Note that the Transparency Directive is not applicable)
7 Annual reporting The financial statements can be prepared in accordance with local accounting
regulations applicable to the issuer or internationally accepted standards (US/
Canadian/Japanese GAAP for issuers from the US/Canada/Japan respectively, IFRS for
issuers from other countries)
The annual accounts must be published within six months after the year end
8 Half year reporting A half year report including selected financial information and management’s statement
on the issuer’s activities is required
The report must be made public within 35 days of the period end (45 days for
consolidated reports)
No requirement for an audit or review
10 Significant and related No requirements

party transactions
disclosure
11 Corporate Governance No requirements
12 Internal control No requirements

certification
48 Which Market

Spain
Key data EU regulated

market 2007 2006
The EU regulated stock exchange in Spain includes the
stock exchanges of Madrid, Barcelona, Bilbao and Valencia. Companies with
The stock exchanges are owned by Bolsas y Mercados listed shares 210 207
Españoles (BME). The regulator for these stock exchanges is Market capitalisation € 1,384.8 billion € 1,134.1 billion
the Comisión Nacional del Mercado de Valores (CNMV).
Spain has also one stock exchange regulated market,
Capital raised on
Mercado Alternativo Bursátil (MAB). It is regulated by BME
IPOs € 10.1 billion € 3.0 billion
and supervised by CNMV. MAB is aimed at small and
medium size companies. Note 1: All data excluding investment funds
Spain – regulatory overview EU regulated market
Admission criteria
2 Profit Net result should be positive for last 2 years, and it has to be enough to distribute a
dividend of, at least, 6% of the called-up share capital, or
Net result should be positive for 3 years in a period of five years, and it has to be
enough to distribute a dividend of, at least, 6% of the called-up share capital
3 Minimum % free float At least 100 shareholders with an individual stockholding less than 25% of the issued
share capital
4 Minimum market value Minimum market value € 6 million

Minimum share capital € 1.2 million

No legal requirement for translation into local language except for the summary.
However market practice is to translate all documents (sworn translation) into local
language
7 Annual reporting Consolidated and standalone audited financial statements prepared in accordance
with the issuer’s local legal requirements must be prepared
8 Half year reporting Twice a year half year reporting requirement. Second half year reporting (year-to-date)
might be waived if annual reporting is presented within two months after year end
9 Quarterly reporting Follows general requirements and practice*, except that publication is within 45 days
after quarter end
10 Significant and related party Significant and related party transactions must be reported to the CNMV before the
transactions disclosure announcement is made public

If the company is not subject to a corporate governance code in its home country,
the corporate governance code that is applied in Spain should be applied
Sweden
The stock exchange in Stockholm, Sweden has one main EU Companies with listed 274 276
regulated exchange, the Nasdaq OMX Stockholm exchange, shares
which is part of the Nasdaq OMX Group of Exchanges. Market capitalisation € 430.0 billion € 465.0 billion
Number of IPOs* 15 21
Capital raised on IPOs* € 0.5 billion € 1.5 billion
Note 1: * excluding investment funds

Note 2: There is another smaller EU regulated market in Sweden
called the Nordic Growth Market (NGM) with 48 listed
companies in 2007. The data above does not include
information from this market.
Sweden – regulatory overview EU regulated market
Admission criteria

activity.

Document to be provided in Swedish

Quarterly financial statements are required

disclosure

If the company is not subject to a corporate governance
code in its home country, the Swedish Code of corporate
governance should be applied
50 Which Market

Switzerland
Key data Exchange regulated 2007 2006

market
The SWX Exchange AG in Zurich, Switzerland, is a self-
regulated exchange with particular focus in the life science, Companies with listed 373 378
banking, food, micro- and nanotechnology and medical shares
sectors. Market capitalisation € 920.1 billion € 943.7 billion
Since Switzerland is not part of the European Union, the Number of IPOs 10 9
Prospectus and Transparency Directives are not applicable.
Issuers may however voluntary choose to have their shares Note 1: All data including investment funds
listed in the “EU-compatible” segment of the SWX thus
agreeing to comply with the applicable EU provisions,
including Prospectus and Transparency Directives.
Switzerland – regulatory overview exchange regulated market (not subject to EU provisions)
Admission criteria
4 Minimum market value Minimum free float capitalization CHF 25 million (as per March 2008: € 15.9 million)
Minimum shareholders’ equity CHF 25 million
5 Documentation Follows general requirements and practice except that the EU-Prospectus Directive
is not applicable to Swiss listings (save for the EU-compatible segment)
With the exception of the EU-compatible segment, the prospectus will be reviewed
by the application commission of the SWX on the Basis of the Kotierungsreglement
(“SWX Listing Rules”) and further guidelines and directives as set by the SWX
7 Annual reporting Additionally, US GAAP and other internationally recognised accounting standards
are permitted

Additionally, US GAAP and other internationally recognised accounting standards
are permitted
10 Significant and related party Disclosure is required, except those transactions that do not exceed the threshold of
transactions disclosure CHF 100,000 per month

Comply or explain (with the exception of the requirements under Art. 663 b bis Code
of Obligations)
The Corporate Governance Directive of the SWX Swiss Exchange is less stringent
than those of Anglo-Saxon stock exchanges
United Kingdom
Key data EU regulated market: 2007 2006

Main Market
The London Stock Exchange (LSE) operates a number of
markets in the United Kingdom including the EU regulated Companies with listed 1,580 1,606
Main Market and the exchange regulated markets, AIM and shares
the Professional Securities Market. Market capitalisation € 6,300.0 € 5,872.0
billion billion
The Main Market, otherwise referred to as the Official List, is
the LSE’s market for listed securities of larger and established Number of IPOs 99 97
companies, and is regulated by the UK Listing Authority
(UKLA), part of the Financial Services Authority (FSA). The FSA
was set up under the Financial Services and Markets Act
2000 to be responsible for all regulatory requirements for the Exchange regulated 2007 2006
UK financial services industry. Rules and guidance issued by market: AIM
the FSA for companies wishing to list in London are divided
into three rule books: The Listing Rules; The Prospectus Companies with listed 1,694 1,634
Rules; The Disclosure and Transparency Rules. shares
Market capitalisation € 146.0 billion € 124.0 billion

AIM is a market for smaller, growing companies and is an
exchange regulated market regulated by the LSE. AIM Number of IPOs 220 325
companies are governed by the AIM Rules which set out the
requirements and guidance for companies quoted or wishing Capital raised on IPOs € 9.5 billion € 13.6 billion
to be quoted on AIM.
Note 1: All data including investment funds
52 Which Market

United Kingdom – regulatory overview EU regulated market
Admission criteria
1 Revenues At least 75% of the entity’s business must be supported by a revenue earning track
record for the three year period
4 Minimum market value £ 700,000
5a Documentation Follows general requirements and practice*
5b Sponsor regime and due A Sponsor (typically an investment bank) is required for all primary listings and
diligence certain other transactions. The Sponsor typically provides assurance to the FSA
when required that the responsibilities of the issuer under the Listing Rules have been
met and guides the company in understanding and meeting its responsibilities under
the Prospectus Rules, Listing Rules, and Disclosure and Transparency Rules
The Sponsor typically requires due diligence on the issuer. The reporting accountant
will usually carry out the financial due diligence, including the provision of a (i) long-
form report; (ii) working capital report; and (iii) financial reporting procedures report
5c Financial information Audited interim financial information is required if the latest audited financial
disclosure – additional information in the prospectus is more than 6 months old
requirements
10 Significant and related party Significant transactions

transactions disclosure Transactions which are material in size (classified as a Reverse Takeover or
a Class 1 acquisition/disposal) require the preparation of a circular and prior
shareholder approval
Related party transactions
Significant transactions with related parties require the preparation of a circular and
prior shareholder approval
12 Internal control certification No requirement for external certification. The Combined Code recommends that
directors review the effectiveness of the group’s internal controls on an annual basis.
United Kingdom – regulatory overview exchange regulated market
Admission criteria
1 Revenues Where a company’s main activity is a business which has not been independent
and earning revenue for at least two years, it must ensure that all related parties and
applicable employees (as defined in the AIM Rules) as at the date of admission agree
not to dispose of any interest in its securities for one year from the admission of its
securities
5a Documentation An admission document which must comply with the AIM Rules or, if required by the
Prospectus Directive, a prospectus which will serve as an admission document
5b Appointment of a The Nominated Adviser (“Nomad”), typically an investment bank, and broker must be
Nominated Adviser registered with the London Stock Exchange. The Nomad is appointed to ensure that
(and broker) the company is appropriate to be quoted on AIM and to ensure that the AIM Rules are
complied with on flotation
The Nomad must undertake sufficient due diligence and advise the company of its
primary and secondary market disclosure requirements. The reporting accountant will
usually carry out the financial due diligence, including the provision of working capital,
long form and financial reporting procedure reports
A Nomad must be retained at all times to advise and guide the directors and ensure
that the company complies with the AIM Rules on an ongoing basis
Continuing obligations (the Transparency Directive is not applicable)
7 Annual reporting Follows general requirements and practice, except that annual accounts must be
published within six months after the year end
8 Half year reporting Follows general requirements and practice, except that half-yearly reports must be
published within three months of the period end
10 Significant and related An AIM company must issue notification without delay as soon as the terms of any
party transactions substantial transaction are agreed exceeding 10% of any of the class tests as set out
disclosure in the AIM Rules
Disposals in a twelve month period exceeding 75% in any of the class tests set out in
the AIM Rules require publication of a circular and shareholder approval
An AIM company must issue notification without delay as soon as the terms of a
transaction with a related party are agreed exceeding 5% of any of the class tests as
set out in the AIM Rules
11 Corporate Governance No requirements
54 Which Market

7 Conclusions
Whilst this publication comments on key matters for a Our capital market specialists share best practices by means
company to consider when assessing the various European of:
Capital Markets, there are a number of other less tangible • Bringing together existing European capital market
factors that may influence a market selection. These include: experts as a network of advisers to support transactions
• Political environment throughout Europe; and
• Personal preferences of current shareholders • Investing resource in building our understanding of
• Commercial / business environment the implications of the new EU Prospectus Directive
• The investment story to be told / the value proposition requirements and to leverage this on transactions through
• Location of existing stakeholders use of the network.
• Longer term plans
• Domestic regulatory environment
• Taxation implications
As a result of the many varied factors the decision as to

which market can be complex and will need to involve
consultation with the company’s external advisors as well
as internally. At PricewaterhouseCoopers we can offer
independent advice on the different markets from within our
European network of equity capital market specialists.
Contact
Russia
Macy Coffey
Partner
Capital Markets Leader
+7 (495) 223 5132
macy.m.coffey@ru.pwc.com
Simon Kenyon Rustem Teregulov

Partner Director
Transactions Capital Markets Group
+7 (495) 967 6273 +7(495) 967 6073
s.kenyon@ru.pwc.com
r.teregulov@ru.pwc.com
Natalia Kuznetsova Natalia Starodubtseva

Partner Senior Manager
International Tax Capital Markets Group
Structuring Services +7 (495) 967 6484
+7 (495) 967 6271
natalia.starodubtseva@ru.pwc.com
natalia.kuznetsova@ru.pwc.com
Ekaterina Lazorina Vivienne Maclachlan

Partner Senior Manager
International Tax Structuring Capital Markets Group
+7 (495) 967 6365 +7 (495) 223 5176
ekaterina.lazorina@ru.pwc.com vivienne.x.maclachlan@ru.pwc.com
Mikhail Subbotin Andrey Klokov

Director Senior Manager
Business Development Capital Markets Group
+7 (495) 967 3083 +7 (495) 967 6492
mikhail.subbotin@ru.pwc.com andrey.klokov@ru.pwc.com
Vladimir Burov Sergiu Gherasim

Director Senior Manager
Tax and Legal Services Capital Markets Group
+7 (495) 232 5429 +7 (495) 967 6348
vladimir.burov@ru.pwc.com sergiu.gherasim@ru.pwc.com
Alexey Rogozenkov Alexandra Kravchenko

Senior Manager Assistant Manager
Finance & accounting Capital Markets Group
+7 (495) 967 6165 +7 (495) 967 3115
alexey.rogozenkov@ru.pwc.com
alexandra.kravchenko@ru.pwc.com
We have the largest most experienced capital markets team in Russia
If you would like to obtain any of our publications, please contact Mikhail Subbotin
+7 (495) 967 6037, or e-mail: mikhail.subbotin@ru.pwc.com
You can also visit our website: www.pwc.com/ru/ru/capital-markets
58 Which Market
Global Contacts
Austria Aslan Milla +43 (1) 501 88 1700 aslan.milla@at.pwc.com
Belgium Peter d’Hondt +32 (0) 2 710 7227 peter.dhondt@be.pwc.com
Cyprus Nicos Theodoulou +357 22 55 5587 nicos.theodoulou@cy.pwc.com
Denmark Jens Otto Damgaard +45 (0) 39 45 3410 jens.otto.damgaard@dk.pwc.com
Finland Netta Mikkila +358 (0) 9 2280 1386 netta.mikkila@fi.pwc.com
France Thierry Charron +33 (0) 156 57 12 33 thierry.charron@fr.pwc.com
Germany Nadja Picard +49 (0) 211 981 2978 nadja.picard@de.pwc.com
Greece Nicholas Peyiotis +30 693 7075 031 nicholas.peyiotis@gr.pwc.com
Ireland John Loughlin +353 (1) 792 8551 john.loughlin@ie.pwc.com
Italy Gabriele Matrone +39 06 57025 2397 gabriele.matrone@it.pwc.com
Luxembourg Jean-François Kroonen +352 49 48 48 2527 jean-francois.kroonen@lu.pwc.com
The Netherlands Leandro van Dam +31 (0) 20 568 7144 leandro.van.dam@nl.pwc.com
Martin Coenen +31 (0) 20 568 7316 martin.coenen@nl.pwc.com
Norway Knut Olav Berg +47 95 26 13 90 knut.olav.berg@no.pwc.com
Poland Tomasz Konieczny +48 22 523 4285 tomasz.konieczny@pl.pwc.com
Spain Rocio Fernandez +34 915 685 052 rocio.fernandez@es.pwc.com
Sweden Lennart Danielsson +46 (8) 555 333 35 lennart.danielsson@se.pwc.com
Switzerland Christophe Bourgoin +41(0) 58 792 25 37 christophe.d.bourgoin@ch.pwc.com
United Kingdom Tom Troubridge +44 (0) 20 7804 4723 tom.troubridge@uk.pwc.com
Richard Weaver +44 (0) 20 7804 3791 richard.weaver@uk.pwc.com
Kevin Desmond +44 (0) 20 7804 2792 kevin.desmond@uk.pwc.com

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Capital Market

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Capital Market

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Capital Markets Group

Our value proposition

Notwithstanding the harmonized regulations, important differences in regulation and

1 Summary statistics of main EU regulated markets - 2007 6

5 General requirements and practices 16

6 Comparison of the more significant requirements of

Cyprus 15 Cyprus 17.0

Denmark 204 Denmark 189.0

Finland 134 Finland 252.5

France 707 France 1,874.4

Germany 754 Germany 969.6

Italy 344 Italy 733.6

Luxembourg 122 Luxembourg 418.5

The Netherlands 221 The Netherlands 654.0

Norway (non-EU) 241 Norway (non-EU) 267.7

Poland 342 Poland 301.6

Spain 210 Spain 1,384.8

Sweden 274 Sweden 430.0

Switzerland (non-EU) 373 Switzerland (non-EU) 920.1

United Kingdom 1,580 United Kingdom 6,300.0

0 400 800 1200 1600 in Billion € 0 1000 3000 5000 7000

Belgium 9 Belgium 2.7

Denmark 15 Denmark 0.7

Finland 3 Finland 0.2

France 21 France 2.9

Germany 28 Germany 6.9

Italy 32 Italy 4.4

The Netherlands 14 The Netherlands 3.1

Norway (non-EU) 22 Norway (non-EU) 1.3

Poland 81 Poland 4.8

Spain 10 Spain 10.1

Sweden 15 Sweden 0.5

Switzerland (non-EU) 10 Switzerland (non-EU) 1.0

United Kingdom 99 United Kingdom 27.6

0 20 40 60 80 100 120 in Billion € 0 5 10 15 20 25 30

Valuation of shares • Valuation criteria can vary between markets.

Market and stakeholder • Management of time zone differences.

Initial listing • Admission/eligibility criteria may be difficult to achieve.

Figure 2: Factors for consideration

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6

Historical financial statements and interim financial statements

Company Business and financial due dilligence

Figure 3. Flotation timeline

Figure 4. Key financial information prospectus disclosures

Unlike the Prospectus Directive, the Transparency Directive

Audit or review Audit Not required but disclose if Not required

Filing deadline 4 months 2 months Between 10 weeks after

Figure 5. Transparency Directive

Home member state Exchange regulated markets

14 Which Market

Significant and related party transactions

18 Which Market

8 Half year reporting          

 Significant requirements or local practices

22 Which Market

8 Half year reporting          

 Significant requirements or local practices

Key data EU regulated market 2007 2006

Capital raised on IPOs € 2.7 billion € 316 million

Belgium – Regulatory overview EU regulated market

3 Minimum % free float Follows general requirements and practice*.

4 Minimum market value € 5 million

5 Documentation Follows general requirements and practice*

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