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Your leading corporate advisory firm
Table of Contents



1.	Introduction

2.	   Benefits of listing

3.	   Which exchange

4.	   Which listing vehicle

5.	   Preparing for an IPO

6.	   Board structure and corporate governance

7.	Timetable

8.	   Prospectus – why you would need one and the requirements

9.	   Who does what for listing

10.	 Importance of post listing performance

11.	 Explanation of capital management strategy and post listing work

12.	 Case study of 2GM and M77

13.	 Why use us

14.	Contact
1. Introduction



Stepping Stone Equity is a leading corporate advisory firm delivering successful corporate outcomes through stock
exchange listings and portfolio management. Our speciality is listing international businesses on the German
Deutsche Börse and ongoing management of these assets via our unique capital management strategy approach.

Listing your company on a stock exchange is an exciting and potentially overwhelming experience. The key to a
company’s listing and ongoing success is partnering with the right advisors and managers. Stepping Stone Equity
offers specialist stock exchange listing services that covers multiple disciplines and sectors. The key to our corporate
outcomes is the portfolio management of your core assets through a long-term approach and delivery.

Stepping Stone Equity have partnered with Gebo Equity Management to bring an exciting full service listing
package. As your trusted advisors, we manage the listing from the initial decision until 12 months after the listing.
This includes working with financial, investor relations and legal teams to execute your company’s listing strategy.
Once listed our capital management strategy works to build shareholder value and liquidity through this major
phase in any business’s life cycle.
2. benefits of listing



•	   Access to Capital: By offering stock for sale to the public, a company      •	   Capital Growth: A listed dynamic company with a strong
     can access a substantial source of corporate funding                             management and sound business plan has the ability for its capital
                                                                                      value to grow much quicker than a private company
•	   Institutional Investment: It is also easier for a public listed company
     to attract institutional investment without having to undergo the hassle    •	   Liquidity for Shareholders: To sell the stock of a private company, a
     of negotiations                                                                  stockholder must find another individual that is interested in owning
                                                                                      the shares; by going public, a company creates a market for its stock
•	   Investor Confidence: The creation of public shares effectively                   enabling shares to be used as liquid funds
     increases investor confidence
                                                                                 •	   Effective Exit Strategy: One of the important benefits of being public
•	   Transparency: Greater transparency and trust in capital markets drives           is liquidity – potentially offering great reward and financial freedom for
     greater liquidity and higher valuations                                          the founders and employees. It creates a public market for the stock,
                                                                                      which provides a potential exit strategy and liquidity to the investors
•	   Prestige: A public offering of stock can help a company gain prestige
     by creating a perception of stability                                       •	   Phase Out Management: Succession management issues are resolved
                                                                                      through steady value related phase out planning, as well as viable exit
•	   Image: Public firms tend to have higher profiles and greater visibility          strategy for venture capital and private equity firms
     than private firms
                                                                                 •	   Future Capital: Growing companies constantly need access to new
•	   Publicity: A public company generates prestige, publicity and visibility,        capital and once public, firms can easily go back to the public markets
     which are effective when marketing your company                                  to raise more cash
•	   Mergers and Acquisitions: Once a company is public and the market           •	   Compensation: Many companies use stock and stock option plans to
     for its stock is established, the stock can be considered valuable when          attract and retain talented employees
     acquiring other businesses
3. Which Exchange – German Deutsche Börse



Located in Frankfurt, Germany, the financial centre at the heart of Europe and
home of the Euro and European Central Bank, the Deutsche Börse is your direct
gateway to the world’s capital markets.




                                                                                                                           Switzerland 2%


                                                                                                                                            Others 4
                                                                                                          Neth
Not only is it the world’s third largest stock exchange, it is also one of the oldest




                                                                                                              erlan
with a history that stretches back more than 400 years. Over 35 percent of




                                                                                                                                                    %
                                                                                                 Fr
                                                                                                   an




                                                                                                                   ds 5%
investment capital worldwide is directly connected with the Deutsche Börse




                                                                                                     ce
                                                                                                     8%
and is recognised as one of the most innovative transaction service providers,
pioneering the uses of state-of-the-art technology to help issuers and investors to
access its markets from around the world.

For companies of all types, sizes and nationalities, the Deutsche Börse offers
access to a deep pool of investment capital, while bringing share buyers the                                                                            Germany 36%
benefits of a transparent and liquid market on which they trade.                        UK 21%


•	   Largest Stock Exchange in Europe       •	   Largest Fixed Income Offering
     −	 Approximately 10,200                     −	 26,000+ bonds (35%
        companies traded                            international)
     −	 88% international companies
     −	 70 countries represented            •	   Largest Active fund pool
                                                                                                              USA 24%
                                                 −	 3,300 traded active funds
•	   Largest listed Exchange traded
     funds (ETF) Market in Europe           •	   Robust derivatives/hedging platform
     −	 279 ETF’s, 40% European                  −	 Equity futures and options
        market share                             −	 Index futures and options
•	   Largest Warrants platform in Europe         −	 REIT’s
     −	 120,000 warrants
3. Which Exchange – German Deutsche Börse cont



Deutsche Börse Listing Segments
Regulated Market:

The Regulated Market is an organised market in accordance with section 2 (5) of the German Securities Trading
Act (Wertpapierhandelsgesetz). General Standard and Prime Standard issuers have the choice of two segments in
the Regulated Market, based on the European Union (EU) transparency standards.

Regulated Unofficial Market:

In the Regulated Unofficial Market the Deutsche Börse provides the First Quotation Standard, split into First
Quotation Board for primary listings and Second Quotation Board for companies already admitted to trading on a
domestic or foreign exchange-like market, the Entry Standard. Both of these enable companies to enter markets
with fewer transaction costs and transparency requirements.



 Markets                                                   Listing segments


                                                           Prime Standard
 Regulated Market
 (regulated by the EU)
                                                           General Standard


                                                           Entry Standard
 Regulated Unofficial Market
 (First Quotation Standard: regulated by the exchange)
                                                           First Quotation Board
3. Which Exchange – German Deutsche Börse cont



How Does the Deutsche Börse Compare?
How does the Deutsche Börse compare to other exchanges?


                                        Deutsche Borse                                                 Other markets

                        First
                                        Entry      General      Prime       AMEX        NASDAQ       OTCBB        AIM       Alternext      ASX
                      Quotation
Reporting
                        Lowest        Very Low    Very Low       Low       Highest       Highest      High      Very Low    Very Low      High
Requirements

                                     Semi-Annual Semi-Annual   Quarterly   Quarterly   Semi-Annual Semi-Annual Semi-Annual Semi-Annual Semi-Annual
                        Annual
Ongoing reporting                      (Audited    (Audited    (Audited    (Audited      (Audited    (Audited    (Audited    (Audited    (Audited
                      (unaudited)
                                       annually)   annually)   annually)   annually)     annually)   annually)   annually)   annually)   annually)

Historical audited
                         None          1 year      2 years      3 years     3 years      3 years     3 years     2 years      1 year     3 years
financials

                                                                                                                                        Similar to
Sox Requirements         None           None        None        None         Yes          Yes          Yes         No          No
                                                                                                                                          SOX

Institutional base/
                      Intermittent     Lower        High       Highest     Highest       Highest    Sporadic      Low         Low         Low
liquidity

Exchange support          Yes           Yes          Yes         Yes         Yes          Yes         None         Yes         Yes         Yes

Capital
                        Lowest         Lowest      Lowest       Lowest     Highest       Highest      None        Low         Low         High
Requirements
4. Which Listing vehicle



Listing on the Deutsche Börse requires a specific listing vehicle. Many businesses choose to register public limited
company (PLC) registered in the UK as an International Holding company.
Benefits of a new UK International Holding company include:
•	   Taxation
•	   Simplicity and Reporting
•	   Easy to understand Legal Frame
•	   European based
•	   Investor comfort
Key actions required to move to a UK Holding PLC include:
•	   Shareholder approval meeting
•	   Asset or business transfer
•	   Script for Script transfer often means a non taxable event (independent review required)
•	   Holdings in new entity to mirror current shareholding
Investment instruments for trading on the Duetsche Börse include:
•	   Equities and Familiar Securities
•	   Bonds
•	   Funds & EFT’s
•	   REIT’s
•	   Commodities
•	   ETN’s
5. Preparing for an IPO



                    •	   The corporate strategy and the business plan will form the core of due diligence, prospectus and the investment case
                    •	   Refine the business plan to assist the listing process, including corporate and operational strategy,  operational/
                         management processes which all form the rationale for the listing
    Strategy and    •	   Market growth assumptions including market analysis and growth drivers
    Business Plan   •	   Budgets and financial model and forecasting plans should be stretching but realistic and robust
                    •	   Meeting budgeted performance in the run-up to the listing is critically important
                    •	   Current and future capital structure should be assessed and planned to include the requirement for additional equity
                         or debt finance to fund the business plan and dividend policy

                    •	   It is important to demonstrate the benefits of early adoption of PLC standards and procedures
                          −	 internal systems, reporting, corporate governance, corporate website etc
                    •	   Housekeeping items that will need to be addressed prior to listing such as:
                          −	 ensure all contracts/arrangements are on arms’ length commercial terms
                          −	 establish public company standard internal systems and controls
   Housekeeping
                          −	 address any tax structuring arrangements
                          −	 address any outstanding litigation or disputes
                          −	 complete any internal restructuring or reorganisation
                          −	 complete any major IT systems changes or upgrades
                          −	 review of corporate structure/articles of association for compatibility with public company status
5.Preparing for an IPO cont



                          •	   Investors will expect to see a highly qualified board of directors capable of delivering the business plan; at least one
                               director should have had previous experience in listed company management
 Board of Directors and
                          •	   A high quality, experienced management team will be required for a successful listing
  Management Team
                          •	   Listing process is time consuming and will absorb significant management time, particularly for the CFO (ideally
                               listed company experienced), so management and finance team responsibilities need to be clearly defined

                          •	   Early appointment of reporting accountants and review of accounts and policies is recommended. There is a need
                               to focus on appropriateness of accounting policies including best market practice in terms of revenue recognition,
                               capitalisation of costs, R&D, treatment of exceptionals and goodwill
     Financial and
                          •	   Review of historic performance and accuracy of budgeting. The prospectus will need to include a detailed
   Accounting Issues           quantitative and qualitative description of the financial results and trends of the business over the last three years
                          •	   Identification of internal and external key performance indicators (KPIs) for the business will ensure the required level
                               of financial and operational performance is available up to public company standards

                          •	   Corporate debt facilities may be required as part of future capital structure
                          •	   Planning, structuring, negotiating and documenting debt facilities requires a long lead time
     Debt Funding         •	   Debt funding is interlinked with due diligence process and working capital report;  lenders will use due diligence work for
                               credit approval process
                          •	   Integrated financial sponsor and debt advisory roles can enhance process and execution

                          •	   Early appointment of accountants and lawyers is advisable
  Accounting & Legal
                                 −	 Accounting: Important to have well known company as the due diligence provider given brand and market reputation
      Advisors
                                 −	 Legal: Important to select experienced firm of corporate lawyers with plenty of listing experience
6. Board structure and corporate governance



Corporate Governance is the responsible management and supervision of a company with a strong focus on the
creation of sustainable value. The following aspects are of vital importance in this context:

•	   Open and consistent communication with investors and customers

•	   Efficient internal and external control mechanisms

•	   Transparent accounting

•	   Reporting on time

•	   Combined Code on Corporate Governance to set out standards of good practice in relation to board
     composition, remuneration, accountability, audit and relations with shareholders (the Combined Code
     provisions are not mandatory – the principle is for Official List companies to “comply or explain”)

•	   At least half of the board, excluding the Chairman, should comprise independent non-executive directors (NEDs)

•	   For smaller companies the recommendation is for at least two independent NEDs – one of these NEDs must
     have recent and relevant financial experience

•	   A Chief Financial Officer (CFO) who has listed company reporting experience and able to set the standards
     required to meet regulatory and transparency demands

•	   The roles of chairman and chief executive should be separated; a chief executive should not in the future
     become a chairman of that same company

•	   A senior independent director should be available to all shareholders and should attend regular management
     meetings with a range of major shareholders
7. TimeTable


                                                                   Listing Process
                                                            4
                                                                   Work with Market Maker on listing                                   Gebo/Stepping Stone Listing Execution Plan &Timetable
                                                                   process and organise:

                                                                   •	   Setup of new legal entity for listing
                                                                   •	   Account with depository bank
                                                                   •	   Details of share register & requirements
                                                                   •	   Share spread validation
                                                                   •	   Account with Computershare
                                                                   •	   All matters relation to registration                                             Raising Money        Fund Raising
                              3
                                    Gebo/SSE Listing               •	   All compliance issues relating to listing                                 8         by selling      from Prospectus
                                      Agreements                   •	   Presentation material for listing committee                                      Treasury Stock     Institutional and
                                    Executed Listing               •	   Work with company post listing                                                     on Market         Retail Investors
                                       Fees Paid
             Gebo/SSE
        1    Engaged
            Application
             Fee Paid
                                                        Listing                                                                                         Capital raising as required

                                                                                                                                                                                                                                       Move to
                                                                                                         Company Listed on                                                                                                              Higher
Weeks       1	2	3	4	5	6	7                                                                                                                                   11 	                   Launch Prospectus                              26
                                                                                                          Deutsche Boerse                                                                                                              Standard
                                                                                                                                                                                                                                        on DB



            Gebo/SSE Seek Market
        2   Maker Agt. to take on                5
                                                         Engage                            7                                        Communicaiton Strategy in Place Creating Buzz & Excitement
                                                       IR Specialist
            Listing
                                                         Execute
            •	 Gather all Company data                 Agreement
            •	 Do Due Diligence by
                                                                                                                                                         IR Strategy
               reviewing
               −	 Company set up                              Engage for
               −	 Mgt structure & capability            6     Prospectus
                                                                                                Investor Relations Process                       Investor Relations Process                               Investor Process
                                                                                                       Pre Listing                                      Post Listing                                        Post Listing
               −	 Business Plans & Targets                    Prodcution
               −	 Company valuation                                                   •	   Organise company data and story               •	 Announce listing on DB                         •	   Organise fund raising roadshows
               −	 Major Milestones                                                    •	   Set out IR strategy - which portals           •	 Execute IR strategy worldwide                  •	   Books Building Commences
            •	 Prepare Short Form IM                                                  •	   Prepare news releases                         •	 Prepare news releases in                       •	   One on one & Group Presentation
            •	 Prepare Financial Model                                                •	   Organise press interview with Mgt.               various European languages                     •	   Books close
            •	 Present to Market Maker                                                •	   Promote listing status updates                •	 Work with company on                           •	   Pricing and Allocation
            •	 Agreement Achieved                                                     •	   Awareness of general business activity           continual updates                              •	   Publication of Prospectus
                                                                                                                                         •	 Ensure all information flow accurate           •	   Admissions & Lock-in
8. Prospectus – why you would need one and what are the requirements



A prospectus is optional for the first quotation standard but strongly recommended and will be required for
any of the following:

•	   Listing on the Entry, General or Prime market;

•	   Listing in lieu of audited statement that company has nominal paid up equity capital of € 500,000;

•	   For retail investor capital raising in Europe;

•	   To allow for an effective IR campaign to improve liquidity; and

•	   To improve transparency and investor comfort.
8. Prospectus – why you would need one and what are the requirements cont



 Key Components of a Prospectus                                                  Key Components of a Prospectus continued

•	   Timetable & offer statistics                                               •	   Short form accountants’ report for last three financial year
•	   Summary of key information                                                        −	 income statement, balance sheet, cash flow and notes
•	   Market overview                                                            •	   Pro forma statement of net assets
      −	 Market size, growth rates, key drivers & competition                   •	   The Offer and related matters
                                                                                       −	 Details of the Offer
•	   Information on the Group
                                                                                       −	 Reasons for the Offer and the Listing
      −	 History of the Group
                                                                                       −	 Use of proceeds
      −	 Description of principal business activities and markets
                                                                                       −	 Stabilisation & over-allotment arrangements
      −	 Group’s strategy
                                                                                       −	 Lock-up arrangements
      −	 Customers & suppliers                                                         −	 Securities laws
      −	 Key strengths of the business                                          •	   Additional Company Information
      −	 Management & employees                                                        −	 Incorporation and share capital
      −	 Intellectual property                                                         −	 Memorandum and Articles of Association
•	   Risk factors                                                                      −	 Share option arrangements
•	   Directors, senior management & corporate governance                               −	 Principal subsidiaries and premises
•	   Financial review (MD&A) and prospects                                             −	 Directors’ service contracts and remuneration
      −	 Description of financial results & trends for last 3 financial years          −	 Directors’ and significant shareholdings
                                                                                       −	 Material contracts (incl. underwriting agreement)
      −	 Significant accounting policies & practices
                                                                                       −	Litigation
      −	 Liquidity & capital resources
                                                                                       −	Taxation
      −	 Working capital
                                                                                       −	 General (consents, estimate of expenses)
      −	 Dividend policy                                                               −	 CPR
      −	 Current trading & prospects                                            •	    Definitions & glossary
9. Who does what for a listing?



Stepping Stone/Gebo Equity Management
Preliminary Services
•	   Review of Company base data in order to provide:
       −	 Scoping for overall plan and business objectives to establish readiness for listing which will entail:
•	   Review of Company set up
•	   Review of management structure and capability
•	   Review of business plans and financial forecasts
•	   Review of Company valuation and methodology
•	   Review of major milestones
•	   Liaise with the Company’s professional advisers, if required, to gain approval of the capital structure (based on
     information supplied by the company)
       −	 Preparation of initial special purpose short form Information Memorandum for exclusive use to gain
          support in principle for listing process from a Market Maker;
       −	 Model the capital growth plan in order to establish the pre-listing share split, approximate market
          valuation and share price.
Listing Services
•	   Transformation into a legal form in order to list the company on a prescribed stock exchange:
       −	 Capital proposal and structure required
       −	 Liaise with UK company’s office to have legal form for local regulators to set up in pre-allocated listed
          company mode
       −	 Set up legal entity
9. Who does what for a listing? cont


•	   Information about the issuer (company, office, legal form, authorised people to represent):

      −	 Organise registered office/s and representation in whatever country required

      −	 Contact details

      −	 Assess board capabilities and any other key personnel required

      −	 Information and personnel audit

      −	 Liaise with third party providers to ensure completion

•	   Certificate of good standing:

      −	 Work with relevant authorities to ensure this is issued

•	   Annual financial statement:

      −	 Company to provide and we will assist in ensuring this is adequate to meet IFIS regulations

      −	 Any audit material if available provided Annual financial statement

•	   The issuer has to provide evidence of a nominal capital of € 500,000 - paid in cash:

      −	 Provide an audited statement and evidence to listing committee of the nominal capital being in place not older
         than 2 months from listing

      −	 Alternatively a full prospectus document has to be provided to meet listing rules (additional cost involved)

•	   What type of equity and debt being included and kind of quotations (e.g. shares/certificates, mutual fund
     shares and other):

      −	 Assist and give advice to the Market Marker for the necessary requirements; assure acceptance
9. Who does what for a listing? cont



•	   Information Memorandum or Issuer Data Form (IDF):

      −	 Review existing data (no older than 6 months)

      −	 Ensure detail meets with Market Makers requirements and format

      −	 Address and reformat as necessary

      −	 English and German if needed (this may involve an additional cost)

•	   A valuation of the company and of the securities by an independent research agency (optional):

      −	 If pushing barrier on valuation and cannot readily justify valuation then this may be needed

      −	 If required organise an independent valuation for the Market Maker and listing committee to
         support the opening bid

      −	 This is and additional cost outside the control of consultants

•	   International Securities Identification Number (ISIN):

      −	 Application in order to acquire ISIN in conjunction with the company

•	   Committee on Uniform Securities Identification Procedures (CUSIP):

      −	 Application in order to acquire CUSIP in conjunction with the company
9. Who does what for a listing? cont



•	   Fulfillment of the securities trading has to be ensured. Therefore a general deposit of securities has to be
     accomplished, commonly known as Treasury shares or other shareholder shares. There are a number of banks
     in Germany and Switzerland that could act as depositories (there will usually be a yearly fee for the security
     custody service):

      −	 Work with Company to set up holding of treasury stock

      −	 Set up Gebo as the authorised signatory

      −	 Assist where necessary to open up the required bank accounts

      −	 Confirmation to the Market Maker, the exchange and Clearstream/CREST that there are no restriction on
         freely tradable shares

•	   A list of 100 shareholder spread (which would typically represent approximately 2 percent equity):

      −	 Gebo to identify and establish that international spread

      −	 Introduction of a transfer agent

      −	 Maintain share holder register

      −	 Liaising with company to design share certificates

      −	 Printing and distributing the relevant certificates to the shareholders

•	   The Company has to be a certified enterprise admitted to the stock exchange at the Frankfurt Stock Exchange:

      −	 Liaise with Market Maker to ensure that the company conforms to these regulatory requirements
9. Who does what for a listing? cont



•	   Non-recurring listing fee for the Market Maker and Exchange:

      −	 Payment of fees to all relevant authorities and third party providers to ensure listing

•	   Annual listing fees for the Market Maker and Exchange and Share Registry:

      −	 Ensure the company obtains best value for the fees paid direct by the company

      −	 For Australian companies a GST invoice can be submitted if requested

•	   An order book broker for the sequential quotations of the securities:

      −	 An agreement between Gebo and the Market Maker in order to maintain an orderly market

•	   All data, forms and documents are to be submitted about the company:

      −	 The company appoints Gebo to organise, control and act on its behalf for all documentation appertaining
         to the listing in an orderly presentation

Market Maker
Renell Wertpapierhandelsbank AG (www.renellbank.com/en) is a long established and steadily expanding member
firm of the Frankfurt Stock Exchange, as a combination known as the “Consultants”;

Their core business is on market making (official broker in floor trading), financial brokerage and IPO advisory.
Peter Renell Wertpapierhandelsgesellschaft mbH was founded in 1985, and was admitted to the Frankfurt
Stock Exchange as an official broker (“amtlicher Kursmakler”, today called “Skontroführer”). The company was
registered with the Frankfurt Stock Exchange initially as an official broker for German and foreign warrants, and
since 1993 for German stocks. The business has since listed more than 400 clients with the major service for clients
of lead broker to the Frankfurt Stock Exchange.
9. Who does what for a listing? cont



Investor Relations and Public Relations Team

Co-ordination of IR and PR strategy and materials for IPO including press announcements, press coverage,
employee communications and non-connected analysts communication vital to the development of the company
immediately post listing.

It is imperative that the IR management is handled in a co-ordinated and professional way in order to:

•	   Build in the story behind the immediate capital raise in share price using our Capital Management Strategy;
     there needs to be co-ordinated substance in the way this is carried out.

•	   Undertake capital raising which is key, and needs to be managed professionally both from a retail point of view
     as well as the need to build liquidity to encourage institutional investors.

•	   Undertake capital raising through institutional investors once base is established in the stock

We provide introduction to our professional service provider that has a proven track record in this area and a term
sheet will be produced for this intensive activity on a rolling 6-month basis.

Company Management

•	   Develop the business case for listing

•	   Make key decision in relation to listing

Importantly, management also need to continue to manage the business effectively during and after the listing process.
9. Who does what for a listing? cont



Accountant / Auditor

•	   Verify company accountants and forecast financials

•	   Company Balance Sheet and Management accounts

•	   Latest Company Accounts and Forecast financials

•	   Audit Confirmation of Paid up Capital

•	   € 0.10 cents Par Value share confirmation

•	   Company and shareholder tax advice

Legal

Primary role is to ensure that the company documentation addresses all legal and
regulatory requirements. The role of the company’s legal counsel will also include:

•	   Legal due diligence

•	   Advice on corporate structure and tax clearances

•	   Negotiation of all contractual agreements

•	   Memorandum & articles, service contracts and incentive schemes

•	   Documentation and verification of the prospectus
10. Importance of post listing performance



Issuer performance post listing is critical in establishing the company’s credibility with investors and central to this
is the absolute necessity of delivering the market’s forecasts immediately post listing. Failure to do so undermines
investor confidence in the business and the management team for the medium term; market forecasts at listing
should therefore be suitably prudent and achievable, ideally with the potential for subsequent upgrades.

Immediate priorities for the issuer post listing should be:

•	   The delivery of the business plan and forecasts

•	   The establishment of a track record of “under promising and over delivering”

•	   The adoption of an approach of “no surprises” in terms of corporate developments and financial reporting

•	   The development of a high quality and supportive shareholder base

•	   The development of a well-informed and supportive investor base through a proactive investor relations
     program is key

•	   Facilitates execution of the corporate strategy in terms of M&A and equity fund raisings

•	   Generates potential demand for follow-on disposals from selling by shareholders
11. Explanation of capital management strategy and post listing work



When chosen to be your trusted advisors, Stepping Stone Equity/Gebo Equity Management will manage the listing
from the initial decision until one year after the listing. This includes working with Financial, Investor Relations and
Legal teams to execute your company’s listing strategy.

Work with company management for up to 12 months includes the following:

•	   Develop and execute the Capital Management Strategy

•	   Assist in all issues surrounding listing compliance until the Company is in a position to manage those issues itself;

•	   Work with the Market Maker to guarantee a continuous market for the company;

•	   Assist and advise on strategies surrounding investor relations and public relations;

•	   Work with funders to finesse best timing for funding;

•	   Liaise with share registry in respect of private placement issues;

•	   Advise on continuing listing obligations;

•	   Set up share trading account;

•	   Create shareholder returns;

•	   Maintain an orderly market
12. Case study of 2GM and M77


2UP Gaming PLC (2GM:GR)                                                           Millhouse, Inc PLC (M77:GR)
0.55                                                                              0.60
0.50
                                                                                  0.50
0.45
0.40                                                                              0.40
0.35
                                                                                  0.30
0.30
0.25                                                                              0.20
0.20
                                                                                  0.10
0.15
0.10                                                                               0.0
0.05
                                                                                    28.02.11                 02.05.11               01.07.11
24.05.11                          01.07.11               01.08.11
                                                                                  Listed - February 2011
Listed – May 2011
Listing Price – € 0.08 cents                                                      Listing Price – € 0.06 cents
Price (23/8/11) – € 0.49 cents                                                    Price (28/6/11) – € 0.45 cents
Market Capitalisation – € 141,900,000                                             Market Capitalisation - € 112,500,000
2UP Gaming case study taken over a three month period from initial listing        Millhouse case study taken over a five month period from initial listing

Our Capital Management Strategy assisted both these companies in delivering high shareholder value and in addition:
•	         Secure 200 million Euro of Commitments from two fund managers
•	         Firm up on the asset value needed for listing;
•	         Arrange synergistic acquisitions based on share equity once listed giving immediate accretive EBITDA; which led to
•	         Immediately building on their listing market cap;
•	         Providing for timely and important IR and PR to enhance their story; and
•	         Execute JV’s
13. Why use us?



Stepping Stone Equity is a leading corporate advisor delivering sustainable corporate outcomes through stock
exchange listings and portfolio management. Stepping Stone Equity applies specialised experience and an
international network across a range of disciplines and sectors. Together with Gebo Equity Management, our
speciality is listing international businesses on the German Deutsche Börse and ongoing management of these
assets via our capital management strategy.

Listing Team
Richard Walker is the principal of Gebo Equity Management, a boutique corporate advisory firm specialising in
Investor Relations and listing services for the Frankfurt Stock Exchange (Duetsche Börse). Richard has an in-depth
understanding of structuring unusual transactions and specialises in public company listings. He has completed
several postgraduate degrees including a Masters at a Distinction level and is a Fellow of the Institute of Company
Directors. He has worked at senior levels for several large multinational corporations with over 30 years experience
including Deutsche Bank, BP Australia, the Packer and Lang Walker family offices. Most recently he has been a
Director and Chairman of publicly listed companies and part of the IMO/IPO float process after floating a number
of companies. He has a successful corporate advisory background having advised numerous companies on strategy,
finance and investor relations. Richard has a strong business sense, excellent business connections globally and has
a successful track record in Singapore, Malaysia, Germany, and Switzerland. He has completed numerous listings
on the Duetsche Börse and his clients include:

•	   2UP Gaming PLC                       •	   Nexis Holdings Limited         •	   Multi Purpose Bank Berhad
•	   Millhouse Inc PLC                    •	   Placer Dome Limited            •	   Tradium Limited
•	   Consolidate Press Holdings Limited   •	   Amalgamated Holdings Limited
•	   Transfield Corporate Limited         •	   Data Dot Limited
13. Why use us? cont



James Skinner is the Executive Director Stepping Stone Equity and has a background in financial services focused on
equity markets, corporate structuring and finance solutions. He is intensely entrepreneurial, with extensive knowledge
of the SME market which has lead to the success of Stepping Stone Equity and its clients. After leaving university
James worked as a Sales Auditor for David Jones Limited and then moved to CGU Insurance limited. In early 2003 he
founded AMJ Property Group that focused on the acquisition and sale of property assets. Building and divesting over
100 properties he merged the company with Australia Consolidated Planning and Insurance Group,
a financial planning business licensed by Australia’s largest retail financial services company.

In 2007 James started Stepping Stone Equity in order to focus on capital raising and structuring in the corporate
sector. He has now developed Stepping Stone Equity into an internationally focused company with a network
of global authorised representatives and a combined market capitalisation of companies under the capital
management strategy in excess of $1 billion.

In 2009 he launched www.littlegreengenie.com; a software company measuring and offsetting carbon emissions of
computers as a side line project. The little Green Genie Software is now used internationally in over 30 countries.

His major area of experience in finance solutions, corporate governance and company structuring and he has held
directorships in both the private and public sector.

Terry Richards is CEO of Stepping Stone Equity and brings considerable corporate multi-national management
experience to the company holding down numerous senior management positions including Director & General
Manager (8 years) of Boral Tyres Pty Ltd. Previous to that, Terry had 24 years with the Shell Group of Companies
working both in Australia and Europe. During this time he held many senior executive management positions
which have given him a tremendous background of experience. He has operated a number of large retail brand
named networks during his career and has much experience in the area of franchising. For the past 4 years he
has been specializing in assisting and developing high growth SME’s particularly in the area the area of capital
raising. This has now grown to an international level where he is providing both listed and high growth unlisted
companies with opportunities to develop their business models by improving their funding capabilities. Terry has
held directorships in both the private and public sector.
13. Why use us? cont



Kelly Glover is the International Business Development Manager. Kelly spent his first two years with Stepping Stone
Equity as Executive Manager of Investment Services, and in his short time in capital raising has secured in excess
of $100 million in pre-listing commitments for a range of companies. Prior to joining the firm Kelly was a Senior
Associate for an institutional fund focused on global markets in the listed mids caps space. As International Business
Development Manager he has become a business development leader with a record of creating and executing global
business development strategies, and in turn driving performance and growth. Kelly has strong strategic, analytic,
organizational leadership and communication skills and an entrepreneurial spirit with an infectious level of energy and
enthusiasm. This ability allows him to easily and quickly identify new markets and attract new clients and is able to
provide in-depth analysis on a company including its strengths, weaknesses, opportunities and threats to assist in the
development of a strategic plan for the future of the deal. Kelly is a very good networker and has formed an extensive
network of business professionals across the globe and maintains a strong and ongoing relationship with them.

Gerhard Moll has over 15 years experience working as a commercial lawyer in a number of major Melbourne law firms.
Since 2006 he has been the principal of Argus lawyers, a law firm which provides both legal and strategic advice to
commercial enterprises of all sizes located on the east coast of Australia. Gerhard’s specialty areas include technology and
intellectual property law, as well as providing advice to high-growth companies and assisting with capital raising activities.
In addition to his commercial legal experience he spent three years working as the Managing Director of bSolutions Pty
Ltd, an online business information provider, and he is currently completing his Master of Laws degree. He currently
holds a Bachelor of Commerce and Bachelor of Laws, and is admitted to practice in both Victoria and Queensland.

Damien Element was most recently the Chief Financial Officer and Company Secretary of ASX listed digital media
company Webfirm Group Limited, and was responsible for all aspects of corporate administration including capital
raising, M&A, finance, HR, and legal. Previously Damian was Chief Financial Officer and Company Secretary of
Myinternet Limited, a managed service software provider to the education sector, and prior to that held a range of
technical and commercial senior management positions in the ICT industry. He has formerly held roles as both General
Manager Marketing and before that Manager Carrier Relations at Connect.com.au Pty Ltd, and Business Analyst at
AAPT. He has also undertaken a number of consulting and contracting assignments for various commercial and not for
profit organisations. Damian holds a CPA, a Bachelor of Arts degree and a Post Grad Dip (Accg). Damian is a member of
CPA Australia, a member of the Australian Institute of Company Directors and a Chartered Secretaries Australia affiliate.
13. contact



www.steppingstoneequity.com.au


James Skinner
email: 	james@steppingstoneequity.com.au
skype: 	jamesjames337

Terry Richards
email: 	terry@steppingstoneequity.com.au
skype: 	terryrichards44

Kelly Glover
email:	 kelly@steppingstoneequity.com.au
skype:	 kelly-glover

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Stepping stone equity_brochure

  • 1. Your leading corporate advisory firm
  • 2. Table of Contents 1. Introduction 2. Benefits of listing 3. Which exchange 4. Which listing vehicle 5. Preparing for an IPO 6. Board structure and corporate governance 7. Timetable 8. Prospectus – why you would need one and the requirements 9. Who does what for listing 10. Importance of post listing performance 11. Explanation of capital management strategy and post listing work 12. Case study of 2GM and M77 13. Why use us 14. Contact
  • 3. 1. Introduction Stepping Stone Equity is a leading corporate advisory firm delivering successful corporate outcomes through stock exchange listings and portfolio management. Our speciality is listing international businesses on the German Deutsche Börse and ongoing management of these assets via our unique capital management strategy approach. Listing your company on a stock exchange is an exciting and potentially overwhelming experience. The key to a company’s listing and ongoing success is partnering with the right advisors and managers. Stepping Stone Equity offers specialist stock exchange listing services that covers multiple disciplines and sectors. The key to our corporate outcomes is the portfolio management of your core assets through a long-term approach and delivery. Stepping Stone Equity have partnered with Gebo Equity Management to bring an exciting full service listing package. As your trusted advisors, we manage the listing from the initial decision until 12 months after the listing. This includes working with financial, investor relations and legal teams to execute your company’s listing strategy. Once listed our capital management strategy works to build shareholder value and liquidity through this major phase in any business’s life cycle.
  • 4. 2. benefits of listing • Access to Capital: By offering stock for sale to the public, a company • Capital Growth: A listed dynamic company with a strong can access a substantial source of corporate funding management and sound business plan has the ability for its capital value to grow much quicker than a private company • Institutional Investment: It is also easier for a public listed company to attract institutional investment without having to undergo the hassle • Liquidity for Shareholders: To sell the stock of a private company, a of negotiations stockholder must find another individual that is interested in owning the shares; by going public, a company creates a market for its stock • Investor Confidence: The creation of public shares effectively enabling shares to be used as liquid funds increases investor confidence • Effective Exit Strategy: One of the important benefits of being public • Transparency: Greater transparency and trust in capital markets drives is liquidity – potentially offering great reward and financial freedom for greater liquidity and higher valuations the founders and employees. It creates a public market for the stock, which provides a potential exit strategy and liquidity to the investors • Prestige: A public offering of stock can help a company gain prestige by creating a perception of stability • Phase Out Management: Succession management issues are resolved through steady value related phase out planning, as well as viable exit • Image: Public firms tend to have higher profiles and greater visibility strategy for venture capital and private equity firms than private firms • Future Capital: Growing companies constantly need access to new • Publicity: A public company generates prestige, publicity and visibility, capital and once public, firms can easily go back to the public markets which are effective when marketing your company to raise more cash • Mergers and Acquisitions: Once a company is public and the market • Compensation: Many companies use stock and stock option plans to for its stock is established, the stock can be considered valuable when attract and retain talented employees acquiring other businesses
  • 5. 3. Which Exchange – German Deutsche Börse Located in Frankfurt, Germany, the financial centre at the heart of Europe and home of the Euro and European Central Bank, the Deutsche Börse is your direct gateway to the world’s capital markets. Switzerland 2% Others 4 Neth Not only is it the world’s third largest stock exchange, it is also one of the oldest erlan with a history that stretches back more than 400 years. Over 35 percent of % Fr an ds 5% investment capital worldwide is directly connected with the Deutsche Börse ce 8% and is recognised as one of the most innovative transaction service providers, pioneering the uses of state-of-the-art technology to help issuers and investors to access its markets from around the world. For companies of all types, sizes and nationalities, the Deutsche Börse offers access to a deep pool of investment capital, while bringing share buyers the Germany 36% benefits of a transparent and liquid market on which they trade. UK 21% • Largest Stock Exchange in Europe • Largest Fixed Income Offering − Approximately 10,200 − 26,000+ bonds (35% companies traded international) − 88% international companies − 70 countries represented • Largest Active fund pool USA 24% − 3,300 traded active funds • Largest listed Exchange traded funds (ETF) Market in Europe • Robust derivatives/hedging platform − 279 ETF’s, 40% European − Equity futures and options market share − Index futures and options • Largest Warrants platform in Europe − REIT’s − 120,000 warrants
  • 6. 3. Which Exchange – German Deutsche Börse cont Deutsche Börse Listing Segments Regulated Market: The Regulated Market is an organised market in accordance with section 2 (5) of the German Securities Trading Act (Wertpapierhandelsgesetz). General Standard and Prime Standard issuers have the choice of two segments in the Regulated Market, based on the European Union (EU) transparency standards. Regulated Unofficial Market: In the Regulated Unofficial Market the Deutsche Börse provides the First Quotation Standard, split into First Quotation Board for primary listings and Second Quotation Board for companies already admitted to trading on a domestic or foreign exchange-like market, the Entry Standard. Both of these enable companies to enter markets with fewer transaction costs and transparency requirements. Markets Listing segments Prime Standard Regulated Market (regulated by the EU) General Standard Entry Standard Regulated Unofficial Market (First Quotation Standard: regulated by the exchange) First Quotation Board
  • 7. 3. Which Exchange – German Deutsche Börse cont How Does the Deutsche Börse Compare? How does the Deutsche Börse compare to other exchanges? Deutsche Borse Other markets First Entry General Prime AMEX NASDAQ OTCBB AIM Alternext ASX Quotation Reporting Lowest Very Low Very Low Low Highest Highest High Very Low Very Low High Requirements Semi-Annual Semi-Annual Quarterly Quarterly Semi-Annual Semi-Annual Semi-Annual Semi-Annual Semi-Annual Annual Ongoing reporting (Audited (Audited (Audited (Audited (Audited (Audited (Audited (Audited (Audited (unaudited) annually) annually) annually) annually) annually) annually) annually) annually) annually) Historical audited None 1 year 2 years 3 years 3 years 3 years 3 years 2 years 1 year 3 years financials Similar to Sox Requirements None None None None Yes Yes Yes No No SOX Institutional base/ Intermittent Lower High Highest Highest Highest Sporadic Low Low Low liquidity Exchange support Yes Yes Yes Yes Yes Yes None Yes Yes Yes Capital Lowest Lowest Lowest Lowest Highest Highest None Low Low High Requirements
  • 8. 4. Which Listing vehicle Listing on the Deutsche Börse requires a specific listing vehicle. Many businesses choose to register public limited company (PLC) registered in the UK as an International Holding company. Benefits of a new UK International Holding company include: • Taxation • Simplicity and Reporting • Easy to understand Legal Frame • European based • Investor comfort Key actions required to move to a UK Holding PLC include: • Shareholder approval meeting • Asset or business transfer • Script for Script transfer often means a non taxable event (independent review required) • Holdings in new entity to mirror current shareholding Investment instruments for trading on the Duetsche Börse include: • Equities and Familiar Securities • Bonds • Funds & EFT’s • REIT’s • Commodities • ETN’s
  • 9. 5. Preparing for an IPO • The corporate strategy and the business plan will form the core of due diligence, prospectus and the investment case • Refine the business plan to assist the listing process, including corporate and operational strategy, operational/ management processes which all form the rationale for the listing Strategy and • Market growth assumptions including market analysis and growth drivers Business Plan • Budgets and financial model and forecasting plans should be stretching but realistic and robust • Meeting budgeted performance in the run-up to the listing is critically important • Current and future capital structure should be assessed and planned to include the requirement for additional equity or debt finance to fund the business plan and dividend policy • It is important to demonstrate the benefits of early adoption of PLC standards and procedures − internal systems, reporting, corporate governance, corporate website etc • Housekeeping items that will need to be addressed prior to listing such as: − ensure all contracts/arrangements are on arms’ length commercial terms − establish public company standard internal systems and controls Housekeeping − address any tax structuring arrangements − address any outstanding litigation or disputes − complete any internal restructuring or reorganisation − complete any major IT systems changes or upgrades − review of corporate structure/articles of association for compatibility with public company status
  • 10. 5.Preparing for an IPO cont • Investors will expect to see a highly qualified board of directors capable of delivering the business plan; at least one director should have had previous experience in listed company management Board of Directors and • A high quality, experienced management team will be required for a successful listing Management Team • Listing process is time consuming and will absorb significant management time, particularly for the CFO (ideally listed company experienced), so management and finance team responsibilities need to be clearly defined • Early appointment of reporting accountants and review of accounts and policies is recommended. There is a need to focus on appropriateness of accounting policies including best market practice in terms of revenue recognition, capitalisation of costs, R&D, treatment of exceptionals and goodwill Financial and • Review of historic performance and accuracy of budgeting. The prospectus will need to include a detailed Accounting Issues quantitative and qualitative description of the financial results and trends of the business over the last three years • Identification of internal and external key performance indicators (KPIs) for the business will ensure the required level of financial and operational performance is available up to public company standards • Corporate debt facilities may be required as part of future capital structure • Planning, structuring, negotiating and documenting debt facilities requires a long lead time Debt Funding • Debt funding is interlinked with due diligence process and working capital report; lenders will use due diligence work for credit approval process • Integrated financial sponsor and debt advisory roles can enhance process and execution • Early appointment of accountants and lawyers is advisable Accounting & Legal − Accounting: Important to have well known company as the due diligence provider given brand and market reputation Advisors − Legal: Important to select experienced firm of corporate lawyers with plenty of listing experience
  • 11. 6. Board structure and corporate governance Corporate Governance is the responsible management and supervision of a company with a strong focus on the creation of sustainable value. The following aspects are of vital importance in this context: • Open and consistent communication with investors and customers • Efficient internal and external control mechanisms • Transparent accounting • Reporting on time • Combined Code on Corporate Governance to set out standards of good practice in relation to board composition, remuneration, accountability, audit and relations with shareholders (the Combined Code provisions are not mandatory – the principle is for Official List companies to “comply or explain”) • At least half of the board, excluding the Chairman, should comprise independent non-executive directors (NEDs) • For smaller companies the recommendation is for at least two independent NEDs – one of these NEDs must have recent and relevant financial experience • A Chief Financial Officer (CFO) who has listed company reporting experience and able to set the standards required to meet regulatory and transparency demands • The roles of chairman and chief executive should be separated; a chief executive should not in the future become a chairman of that same company • A senior independent director should be available to all shareholders and should attend regular management meetings with a range of major shareholders
  • 12. 7. TimeTable Listing Process 4 Work with Market Maker on listing Gebo/Stepping Stone Listing Execution Plan &Timetable process and organise: • Setup of new legal entity for listing • Account with depository bank • Details of share register & requirements • Share spread validation • Account with Computershare • All matters relation to registration Raising Money Fund Raising 3 Gebo/SSE Listing • All compliance issues relating to listing 8 by selling from Prospectus Agreements • Presentation material for listing committee Treasury Stock Institutional and Executed Listing • Work with company post listing on Market Retail Investors Fees Paid Gebo/SSE 1 Engaged Application Fee Paid Listing Capital raising as required Move to Company Listed on Higher Weeks 1 2 3 4 5 6 7 11 Launch Prospectus 26 Deutsche Boerse Standard on DB Gebo/SSE Seek Market 2 Maker Agt. to take on 5 Engage 7 Communicaiton Strategy in Place Creating Buzz & Excitement IR Specialist Listing Execute • Gather all Company data Agreement • Do Due Diligence by IR Strategy reviewing − Company set up Engage for − Mgt structure & capability 6 Prospectus Investor Relations Process Investor Relations Process Investor Process Pre Listing Post Listing Post Listing − Business Plans & Targets Prodcution − Company valuation • Organise company data and story • Announce listing on DB • Organise fund raising roadshows − Major Milestones • Set out IR strategy - which portals • Execute IR strategy worldwide • Books Building Commences • Prepare Short Form IM • Prepare news releases • Prepare news releases in • One on one & Group Presentation • Prepare Financial Model • Organise press interview with Mgt. various European languages • Books close • Present to Market Maker • Promote listing status updates • Work with company on • Pricing and Allocation • Agreement Achieved • Awareness of general business activity continual updates • Publication of Prospectus • Ensure all information flow accurate • Admissions & Lock-in
  • 13. 8. Prospectus – why you would need one and what are the requirements A prospectus is optional for the first quotation standard but strongly recommended and will be required for any of the following: • Listing on the Entry, General or Prime market; • Listing in lieu of audited statement that company has nominal paid up equity capital of € 500,000; • For retail investor capital raising in Europe; • To allow for an effective IR campaign to improve liquidity; and • To improve transparency and investor comfort.
  • 14. 8. Prospectus – why you would need one and what are the requirements cont Key Components of a Prospectus Key Components of a Prospectus continued • Timetable & offer statistics • Short form accountants’ report for last three financial year • Summary of key information − income statement, balance sheet, cash flow and notes • Market overview • Pro forma statement of net assets − Market size, growth rates, key drivers & competition • The Offer and related matters − Details of the Offer • Information on the Group − Reasons for the Offer and the Listing − History of the Group − Use of proceeds − Description of principal business activities and markets − Stabilisation & over-allotment arrangements − Group’s strategy − Lock-up arrangements − Customers & suppliers − Securities laws − Key strengths of the business • Additional Company Information − Management & employees − Incorporation and share capital − Intellectual property − Memorandum and Articles of Association • Risk factors − Share option arrangements • Directors, senior management & corporate governance − Principal subsidiaries and premises • Financial review (MD&A) and prospects − Directors’ service contracts and remuneration − Description of financial results & trends for last 3 financial years − Directors’ and significant shareholdings − Material contracts (incl. underwriting agreement) − Significant accounting policies & practices − Litigation − Liquidity & capital resources − Taxation − Working capital − General (consents, estimate of expenses) − Dividend policy − CPR − Current trading & prospects • Definitions & glossary
  • 15. 9. Who does what for a listing? Stepping Stone/Gebo Equity Management Preliminary Services • Review of Company base data in order to provide: − Scoping for overall plan and business objectives to establish readiness for listing which will entail: • Review of Company set up • Review of management structure and capability • Review of business plans and financial forecasts • Review of Company valuation and methodology • Review of major milestones • Liaise with the Company’s professional advisers, if required, to gain approval of the capital structure (based on information supplied by the company) − Preparation of initial special purpose short form Information Memorandum for exclusive use to gain support in principle for listing process from a Market Maker; − Model the capital growth plan in order to establish the pre-listing share split, approximate market valuation and share price. Listing Services • Transformation into a legal form in order to list the company on a prescribed stock exchange: − Capital proposal and structure required − Liaise with UK company’s office to have legal form for local regulators to set up in pre-allocated listed company mode − Set up legal entity
  • 16. 9. Who does what for a listing? cont • Information about the issuer (company, office, legal form, authorised people to represent): − Organise registered office/s and representation in whatever country required − Contact details − Assess board capabilities and any other key personnel required − Information and personnel audit − Liaise with third party providers to ensure completion • Certificate of good standing: − Work with relevant authorities to ensure this is issued • Annual financial statement: − Company to provide and we will assist in ensuring this is adequate to meet IFIS regulations − Any audit material if available provided Annual financial statement • The issuer has to provide evidence of a nominal capital of € 500,000 - paid in cash: − Provide an audited statement and evidence to listing committee of the nominal capital being in place not older than 2 months from listing − Alternatively a full prospectus document has to be provided to meet listing rules (additional cost involved) • What type of equity and debt being included and kind of quotations (e.g. shares/certificates, mutual fund shares and other): − Assist and give advice to the Market Marker for the necessary requirements; assure acceptance
  • 17. 9. Who does what for a listing? cont • Information Memorandum or Issuer Data Form (IDF): − Review existing data (no older than 6 months) − Ensure detail meets with Market Makers requirements and format − Address and reformat as necessary − English and German if needed (this may involve an additional cost) • A valuation of the company and of the securities by an independent research agency (optional): − If pushing barrier on valuation and cannot readily justify valuation then this may be needed − If required organise an independent valuation for the Market Maker and listing committee to support the opening bid − This is and additional cost outside the control of consultants • International Securities Identification Number (ISIN): − Application in order to acquire ISIN in conjunction with the company • Committee on Uniform Securities Identification Procedures (CUSIP): − Application in order to acquire CUSIP in conjunction with the company
  • 18. 9. Who does what for a listing? cont • Fulfillment of the securities trading has to be ensured. Therefore a general deposit of securities has to be accomplished, commonly known as Treasury shares or other shareholder shares. There are a number of banks in Germany and Switzerland that could act as depositories (there will usually be a yearly fee for the security custody service): − Work with Company to set up holding of treasury stock − Set up Gebo as the authorised signatory − Assist where necessary to open up the required bank accounts − Confirmation to the Market Maker, the exchange and Clearstream/CREST that there are no restriction on freely tradable shares • A list of 100 shareholder spread (which would typically represent approximately 2 percent equity): − Gebo to identify and establish that international spread − Introduction of a transfer agent − Maintain share holder register − Liaising with company to design share certificates − Printing and distributing the relevant certificates to the shareholders • The Company has to be a certified enterprise admitted to the stock exchange at the Frankfurt Stock Exchange: − Liaise with Market Maker to ensure that the company conforms to these regulatory requirements
  • 19. 9. Who does what for a listing? cont • Non-recurring listing fee for the Market Maker and Exchange: − Payment of fees to all relevant authorities and third party providers to ensure listing • Annual listing fees for the Market Maker and Exchange and Share Registry: − Ensure the company obtains best value for the fees paid direct by the company − For Australian companies a GST invoice can be submitted if requested • An order book broker for the sequential quotations of the securities: − An agreement between Gebo and the Market Maker in order to maintain an orderly market • All data, forms and documents are to be submitted about the company: − The company appoints Gebo to organise, control and act on its behalf for all documentation appertaining to the listing in an orderly presentation Market Maker Renell Wertpapierhandelsbank AG (www.renellbank.com/en) is a long established and steadily expanding member firm of the Frankfurt Stock Exchange, as a combination known as the “Consultants”; Their core business is on market making (official broker in floor trading), financial brokerage and IPO advisory. Peter Renell Wertpapierhandelsgesellschaft mbH was founded in 1985, and was admitted to the Frankfurt Stock Exchange as an official broker (“amtlicher Kursmakler”, today called “Skontroführer”). The company was registered with the Frankfurt Stock Exchange initially as an official broker for German and foreign warrants, and since 1993 for German stocks. The business has since listed more than 400 clients with the major service for clients of lead broker to the Frankfurt Stock Exchange.
  • 20. 9. Who does what for a listing? cont Investor Relations and Public Relations Team Co-ordination of IR and PR strategy and materials for IPO including press announcements, press coverage, employee communications and non-connected analysts communication vital to the development of the company immediately post listing. It is imperative that the IR management is handled in a co-ordinated and professional way in order to: • Build in the story behind the immediate capital raise in share price using our Capital Management Strategy; there needs to be co-ordinated substance in the way this is carried out. • Undertake capital raising which is key, and needs to be managed professionally both from a retail point of view as well as the need to build liquidity to encourage institutional investors. • Undertake capital raising through institutional investors once base is established in the stock We provide introduction to our professional service provider that has a proven track record in this area and a term sheet will be produced for this intensive activity on a rolling 6-month basis. Company Management • Develop the business case for listing • Make key decision in relation to listing Importantly, management also need to continue to manage the business effectively during and after the listing process.
  • 21. 9. Who does what for a listing? cont Accountant / Auditor • Verify company accountants and forecast financials • Company Balance Sheet and Management accounts • Latest Company Accounts and Forecast financials • Audit Confirmation of Paid up Capital • € 0.10 cents Par Value share confirmation • Company and shareholder tax advice Legal Primary role is to ensure that the company documentation addresses all legal and regulatory requirements. The role of the company’s legal counsel will also include: • Legal due diligence • Advice on corporate structure and tax clearances • Negotiation of all contractual agreements • Memorandum & articles, service contracts and incentive schemes • Documentation and verification of the prospectus
  • 22. 10. Importance of post listing performance Issuer performance post listing is critical in establishing the company’s credibility with investors and central to this is the absolute necessity of delivering the market’s forecasts immediately post listing. Failure to do so undermines investor confidence in the business and the management team for the medium term; market forecasts at listing should therefore be suitably prudent and achievable, ideally with the potential for subsequent upgrades. Immediate priorities for the issuer post listing should be: • The delivery of the business plan and forecasts • The establishment of a track record of “under promising and over delivering” • The adoption of an approach of “no surprises” in terms of corporate developments and financial reporting • The development of a high quality and supportive shareholder base • The development of a well-informed and supportive investor base through a proactive investor relations program is key • Facilitates execution of the corporate strategy in terms of M&A and equity fund raisings • Generates potential demand for follow-on disposals from selling by shareholders
  • 23. 11. Explanation of capital management strategy and post listing work When chosen to be your trusted advisors, Stepping Stone Equity/Gebo Equity Management will manage the listing from the initial decision until one year after the listing. This includes working with Financial, Investor Relations and Legal teams to execute your company’s listing strategy. Work with company management for up to 12 months includes the following: • Develop and execute the Capital Management Strategy • Assist in all issues surrounding listing compliance until the Company is in a position to manage those issues itself; • Work with the Market Maker to guarantee a continuous market for the company; • Assist and advise on strategies surrounding investor relations and public relations; • Work with funders to finesse best timing for funding; • Liaise with share registry in respect of private placement issues; • Advise on continuing listing obligations; • Set up share trading account; • Create shareholder returns; • Maintain an orderly market
  • 24. 12. Case study of 2GM and M77 2UP Gaming PLC (2GM:GR) Millhouse, Inc PLC (M77:GR) 0.55 0.60 0.50 0.50 0.45 0.40 0.40 0.35 0.30 0.30 0.25 0.20 0.20 0.10 0.15 0.10 0.0 0.05 28.02.11 02.05.11 01.07.11 24.05.11 01.07.11 01.08.11 Listed - February 2011 Listed – May 2011 Listing Price – € 0.08 cents Listing Price – € 0.06 cents Price (23/8/11) – € 0.49 cents Price (28/6/11) – € 0.45 cents Market Capitalisation – € 141,900,000 Market Capitalisation - € 112,500,000 2UP Gaming case study taken over a three month period from initial listing Millhouse case study taken over a five month period from initial listing Our Capital Management Strategy assisted both these companies in delivering high shareholder value and in addition: • Secure 200 million Euro of Commitments from two fund managers • Firm up on the asset value needed for listing; • Arrange synergistic acquisitions based on share equity once listed giving immediate accretive EBITDA; which led to • Immediately building on their listing market cap; • Providing for timely and important IR and PR to enhance their story; and • Execute JV’s
  • 25. 13. Why use us? Stepping Stone Equity is a leading corporate advisor delivering sustainable corporate outcomes through stock exchange listings and portfolio management. Stepping Stone Equity applies specialised experience and an international network across a range of disciplines and sectors. Together with Gebo Equity Management, our speciality is listing international businesses on the German Deutsche Börse and ongoing management of these assets via our capital management strategy. Listing Team Richard Walker is the principal of Gebo Equity Management, a boutique corporate advisory firm specialising in Investor Relations and listing services for the Frankfurt Stock Exchange (Duetsche Börse). Richard has an in-depth understanding of structuring unusual transactions and specialises in public company listings. He has completed several postgraduate degrees including a Masters at a Distinction level and is a Fellow of the Institute of Company Directors. He has worked at senior levels for several large multinational corporations with over 30 years experience including Deutsche Bank, BP Australia, the Packer and Lang Walker family offices. Most recently he has been a Director and Chairman of publicly listed companies and part of the IMO/IPO float process after floating a number of companies. He has a successful corporate advisory background having advised numerous companies on strategy, finance and investor relations. Richard has a strong business sense, excellent business connections globally and has a successful track record in Singapore, Malaysia, Germany, and Switzerland. He has completed numerous listings on the Duetsche Börse and his clients include: • 2UP Gaming PLC • Nexis Holdings Limited • Multi Purpose Bank Berhad • Millhouse Inc PLC • Placer Dome Limited • Tradium Limited • Consolidate Press Holdings Limited • Amalgamated Holdings Limited • Transfield Corporate Limited • Data Dot Limited
  • 26. 13. Why use us? cont James Skinner is the Executive Director Stepping Stone Equity and has a background in financial services focused on equity markets, corporate structuring and finance solutions. He is intensely entrepreneurial, with extensive knowledge of the SME market which has lead to the success of Stepping Stone Equity and its clients. After leaving university James worked as a Sales Auditor for David Jones Limited and then moved to CGU Insurance limited. In early 2003 he founded AMJ Property Group that focused on the acquisition and sale of property assets. Building and divesting over 100 properties he merged the company with Australia Consolidated Planning and Insurance Group, a financial planning business licensed by Australia’s largest retail financial services company. In 2007 James started Stepping Stone Equity in order to focus on capital raising and structuring in the corporate sector. He has now developed Stepping Stone Equity into an internationally focused company with a network of global authorised representatives and a combined market capitalisation of companies under the capital management strategy in excess of $1 billion. In 2009 he launched www.littlegreengenie.com; a software company measuring and offsetting carbon emissions of computers as a side line project. The little Green Genie Software is now used internationally in over 30 countries. His major area of experience in finance solutions, corporate governance and company structuring and he has held directorships in both the private and public sector. Terry Richards is CEO of Stepping Stone Equity and brings considerable corporate multi-national management experience to the company holding down numerous senior management positions including Director & General Manager (8 years) of Boral Tyres Pty Ltd. Previous to that, Terry had 24 years with the Shell Group of Companies working both in Australia and Europe. During this time he held many senior executive management positions which have given him a tremendous background of experience. He has operated a number of large retail brand named networks during his career and has much experience in the area of franchising. For the past 4 years he has been specializing in assisting and developing high growth SME’s particularly in the area the area of capital raising. This has now grown to an international level where he is providing both listed and high growth unlisted companies with opportunities to develop their business models by improving their funding capabilities. Terry has held directorships in both the private and public sector.
  • 27. 13. Why use us? cont Kelly Glover is the International Business Development Manager. Kelly spent his first two years with Stepping Stone Equity as Executive Manager of Investment Services, and in his short time in capital raising has secured in excess of $100 million in pre-listing commitments for a range of companies. Prior to joining the firm Kelly was a Senior Associate for an institutional fund focused on global markets in the listed mids caps space. As International Business Development Manager he has become a business development leader with a record of creating and executing global business development strategies, and in turn driving performance and growth. Kelly has strong strategic, analytic, organizational leadership and communication skills and an entrepreneurial spirit with an infectious level of energy and enthusiasm. This ability allows him to easily and quickly identify new markets and attract new clients and is able to provide in-depth analysis on a company including its strengths, weaknesses, opportunities and threats to assist in the development of a strategic plan for the future of the deal. Kelly is a very good networker and has formed an extensive network of business professionals across the globe and maintains a strong and ongoing relationship with them. Gerhard Moll has over 15 years experience working as a commercial lawyer in a number of major Melbourne law firms. Since 2006 he has been the principal of Argus lawyers, a law firm which provides both legal and strategic advice to commercial enterprises of all sizes located on the east coast of Australia. Gerhard’s specialty areas include technology and intellectual property law, as well as providing advice to high-growth companies and assisting with capital raising activities. In addition to his commercial legal experience he spent three years working as the Managing Director of bSolutions Pty Ltd, an online business information provider, and he is currently completing his Master of Laws degree. He currently holds a Bachelor of Commerce and Bachelor of Laws, and is admitted to practice in both Victoria and Queensland. Damien Element was most recently the Chief Financial Officer and Company Secretary of ASX listed digital media company Webfirm Group Limited, and was responsible for all aspects of corporate administration including capital raising, M&A, finance, HR, and legal. Previously Damian was Chief Financial Officer and Company Secretary of Myinternet Limited, a managed service software provider to the education sector, and prior to that held a range of technical and commercial senior management positions in the ICT industry. He has formerly held roles as both General Manager Marketing and before that Manager Carrier Relations at Connect.com.au Pty Ltd, and Business Analyst at AAPT. He has also undertaken a number of consulting and contracting assignments for various commercial and not for profit organisations. Damian holds a CPA, a Bachelor of Arts degree and a Post Grad Dip (Accg). Damian is a member of CPA Australia, a member of the Australian Institute of Company Directors and a Chartered Secretaries Australia affiliate.
  • 28. 13. contact www.steppingstoneequity.com.au James Skinner email: james@steppingstoneequity.com.au skype: jamesjames337 Terry Richards email: terry@steppingstoneequity.com.au skype: terryrichards44 Kelly Glover email: kelly@steppingstoneequity.com.au skype: kelly-glover