Listing Debt in London

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London, the world’s financial centre

The London Stock Exchange Group operates at the heart of the world’s financial centre

Internationally focused open market culture

Leading global investment banking centre

World’s largest pool of international equity assets – USD 1.51trn of

international equity AUM

Leading foreign exchange trading centre with 37% of global turnover

The key western centre for Islamic finance

Global centre for derivatives trading, with 46% of OTC interest rate

turnover

Sources: International equity AUM sourced from Ipreo research, Q2 2012. Other data sourced from CityUK ‘Financial Markets in the UK’, April 2012.

Largest centre for international banking, with 19% of cross-border

lending

18% of global hedge fund assets managed in London, 75% of the

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The global hub for major investors

Assets managed in the UK and globally from London – ten largest investment firms

0 750 1500 2250

Insight Investment Management Standard Life Investments Schroders Investment Management Scottish Widows Investment Partnership Aviva Investors M&G Investments Legal & General Investment Management JP Morgan Asset Management State Street Global Advisors BlackRock Investment Management

GBP (m)

0 -11 -10 -9 -8 -7 -6 -5 -4 -3 -2 -1

…sitting in a time zone which can trade with the world

London trading hours

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Our platforms are designed to maximise liquidity for our issuers. We provide liquidity solutions

for issuers from a wide range of sectors and sizes.

The London investor and advisory community has a long standing tradition of investing in and advising international companies. Capital markets in London are deep and enable access to a diverse range of investors. Through Borsa Italiana we enable access to the active

Italian retail investment market.

London Stock Exchange provides global profile through wide dissemination of market information. Companies listed on our market enjoy high level of analyst

research.

The world’s premier listing choice

4 Global Financial Centres index London’s ranking

1st

Editions 4-11 Sep 2008 – Mar 2012 LIQUDITY INVESTORS PROFILE

London is consistently ranked as the best financial centre to do business by The Global Financial Centres Index research

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London Debt Markets

 London is leading centre for international eurobonds – London-based firms account for 60% of the primary market and 70% of the secondary market

 London Stock Exchange is one of the world’s major centres for issuing and listing of all types of debt securities

 Currently over 10,000 debt securities listed on London Stock Exchange

 In 2011, over £360 billion raised on our debt markets through 1,286 international and 1,895 domestic issues

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London Debt Markets

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London Debt Markets

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Benefits of Listing Debt in London

 Prestige of globally respected exchange - listing on highly visible market allows a company to raise its profile with investors worldwide

 Competitive listing costs – London is the only major listing venue which does not charge an annual fee to issuers

 Wide range of security types – all types of bonds and eurobonds, in addition to warrants and structured products

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Benefits of Listing Debt in London

 UKLA has solid reputation as fair, effective and efficient regulator - by complying with its disclosure and regulation standards, an issuer can enhance its standing within the global investment community

 Personalised service from a UKLA Debt Specialist throughout the listing process  Issuers and advisors can contact UKLA directly to discuss proposed transaction

timetables or technical matters without the need for an intermediary – no requirement for a listing agent or sponsor to manage relationship between UKLA and issuer

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Listing and Admission

Two stage process

 Listing – admission to the UK Official List, process managed through UK Listing Authority

• UKLA Global Debt Group: +44 (0)20 7066 8333 opt. 6 • listingapplications@fsa.gov.uk

 Admission to Trading – admission to the London Stock Exchange’s markets, process managed with the Admissions team at the Exchange

• LSE Admissions: +44 (0)20 7797 4310 • admissions@londonstockexchange.com

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UK Listing Authority

 Highly efficient regulator with solid expertise and specialist knowledge

 Offers personalised service from a UKLA Debt Specialist throughout the listing process  Issuers and advisors can contact UKLA directly to discuss proposed transaction

timetables or technical matters without the need for an intermediary – no requirement for a listing agent or sponsor to manage relationship between UKLA and issuer

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London Stock Exchange Markets

 Choice of two markets for debt securities

 Eligibility requirements for both markets

• minimum value of issue of £200,000

• free transferability of debt securities

• all securities of same class to be listed

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 EU-Regulated Market under

MiFID

 Full Prospectus required

 Securities subject to Chapters 2

and 17 of the UK Listing Rules

 Admission of both ‘wholesale’

and ‘retail’ bonds

London Stock Exchange Markets

 Exchange-Regulated

 No requirement for full

Prospectus, only Listing

Particulars necessary

 Subject to Chapter 4 of the

Listing Rules

 Admission of ‘wholesale’

securities only

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Main Market

 Issuers are subject to EU Prospectus and Transparency Directive requirements

 London-listed securities can be passported to other EEA markets to access international investors

 Prospectus Directive distinguishes between wholesale and retail securities – Wholesale

• Denominations equal to or above €50K • Annex IX of the PD regulation applies

– Retail

• Denominations below 50K • Annex IV of the PD applies

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Professional Securities Market

 Introduced in July 2005

 Outside scope of EU Prospectus and Transparency Directives

 Designed to meeting financing needs of issuers who do not require EU passport

 Offers alternative for issuers not wishing to prepare financial information to IFRS, can report under national GAAP

 Distinction between wholesale and retail does not apply, allows securities to be issued in denominations lower than €50K but under the wholesale regime

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