Regulatory Issues

1. If we list on London's AIM, will we ever be required to register under the U.S. Exchange Act?

If a company lists on London’s AIM via a non-U.S. holding company, the U.S. Exchange Act will only apply if the company does not qualify as a "foreign private issuer" and fails to perfect its exemption before it has 300 or more beneficial U.S. resident shareholders.  If a company lists on London’s AIM directly via a U.S. company, registration under the U.S. Exchange Act, including SEC reporting and Sarbanes-Oxley compliance, will apply if the company’s assets exceed $10 million and it has 2,000 or more worldwide shareholders on the register at the end of any financial year.

2. Are there any regulatory risks in relation to a London AIM IPO?

No.  The regulatory risk associated with a U.S. IPO as a result of the SEC “comment process” does not apply when listing on London's AIM.

3. Does the London Stock Exchange (LSE) review and comment on the AIM Admission Document?

No.  The AIM Admission Document is the sole responsibility of the company with the Nominated Adviser overseeing its form and content.  The only requirement to communicate with the London Stock Exchange is to inform them of the basic details of the AIM IPO 10 days before the expected date of completing the London AIM IPO with the London Stock Exchange announcing the same to the market.

4. Does a London AIM listed company ever have to deal with a U.K. regulatory body or the London Stock Exchange?

No.  An AIM-listed company’s Nominated Adviser acts as the intermediary.  The most common reason the London Stock Exchange would contact a Nominated Adviser is if the London AIM-listed company’s share price rises or falls by a material amount to see if the Nominated Adviser knows why and inquire as to whether or not there is information about the London AIM-listed company that should be released to the market as a whole.