Private and Confidential

Going Public in the UK

April 2008Mark GreenManaging Director, Head of Israel Investment Banking

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Agenda

About Collins Stewart

What makes for a successful IPO?

Selecting your advisors

Choosing an appropriate market

AIM Facts and Fiction

Summary

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Collins Stewart: A Leading Global Firm

Leading independent investment banking group – Listed on the LSE (CLST)

− Global coverage: US, UK, Europe, Israel, and Asia (India, Singapore, Japan)

− Presence in 12 geographies world-wide

A market leader in financing and M&A:

− Number one advisor on AIM for the last 10 years

− Number one advisor to private equity in Europe for the last 7 years

− Leading platform in the US on NASDAQ

− Leading position in Israel with on-the-ground offices for the last 4 years

− Leading position in Indian real estate banking

− Founding member of Catalist exchange, Singapore

Wide range of financing capabilities:

− Multiple transaction types: IPOs, Follow-ons, private placements, M&A, and debt advisory

Broad range of sectors covered (see over)

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Broad Range of Sectors and Geographic Coverage

SoftwareHealthcare

Industrials

Energy

Resources

AlternativeEnergy

DefenseConsumer

Insurance

Leisure

Financials

Property

Technology

Support Services

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A Selection of our Israeli Clients

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Our Israel Research Coverage

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What Makes for a Successful IPO (on any market)?

Strong, visionary management

A straightforward story

Differentiation

Ability to take a growing portion of a growing market

Aggressive strategic planning

Sustainable competitive advantage

Diversified customer base (if relevant)

Clear marketing strategy

Robust financial model

Dedication to survive the IPO process

And generally these days …

Profitability

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How Should I Choose my Investment Bank?

How well known is the bank?

Is there a dedicated Israel team (or better still, on-the-ground offices)?

Size does matter, but specialization matters more

Capital markets capabilities

Research

Quality of the team working on the deal

You need ‘a champion’

Will they still love you tomorrow?

William Shakespeare: “They do not love that do not show their love”

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How Should I Choose my Other Advisors?

Accountants

Historical relationship with company

IPO expertise and experience

Local presence

Recognised ‘name’

Lawyers

Global / relevant international locations

IPO expertise and experience

Israel focus / team / relationships

Sector expertise

PR / IR

UK-based, preferably with Israel affiliate/office

IPO expertise and experience

International approach to IR

Understand your business

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How Should I Chose Which Door to Go Through?

(…or, which stock market will have you)

International nature of business

Size of raise

Availability of capital

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Where are We on the Risk-o-Meter …?

Dreams Reality

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Which is seen in Current Investor Interest (Changes Constantly…)

UK

Utilities

Infrastructure

Gaming

Property

Media

Retail

and....Small Caps!

US

Pharmaceutical

Utilities

Property

Financials

Semiconductor

and....Small Caps!

Singapore

Oil & Gas, Resources

Med Tech

Exposure to US

MO

RE

LE

SS

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Over 100 Israeli Companies are Listed in the US …

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… Compared with Around 40 in the UK …

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One Possible Reason …

US-Facing* UK-Facing

* From their offices in Israel, generally speaking!

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Focus on AIM: Facts and Fiction (or Myths and Misconceptions)

Myth: NASDAQ is ‘better than AIM’

Myth: There is no liquidity on AIM

Myth: An AIM IPO is a stop-gap measure for those companies unable to list in the US / on the UK Main list

Myth: Only small emerging companies should list on AIM (in fact, deal sizes on AIM are generally LARGER

than Nasdaq)

Fact: Relatively straightforward process (see soon)

Fact: Less taxing on management post-deal (but Governance still just as important)

Fact: Your NOMAD monitors you, not just the exchange

Unclear: Israeli companies have faired better on Nasdaq than AIM (let’s see in another 5 years)

Myth: The Investment Bank sets the value

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AIM is a Fairly Straightforward Process…

Stage 1:Preparation

Kick-off meeting Accountants due diligence Legal due diligence Admission Document drafting Legal and accounting preparation Tax structuring

Stage 2:Review and

Marketing

Valuation/positioning Research presentation and roadshow preparation Analyst briefing

Stage 3:Offering

Decision to launch Pre-IPO research released Establish size and

price range Print pathfinder

document admission Roadshow and book building

Stage 4:Pricing and

Closing

Pricing Allocation Print Admission

Document Trading Closing Research coverage After-market support

2 - 3 Months 2 - 3 Weeks

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… But it’s not the Only Option…

**

Min. Free Float 1 million shares N/A 15% 25%

Trading Record 2 years N/A N/A 3 years

Sponsor/NOMAD (Investment Bank role)

Investment Bank NOMAD Sponsor Sponsor

Regulatory Responsibility

Investment Bank / SEC NOMAD Sponsor Sponsor / UKLA / FSA

Approx. IPO Time 6 months 4 months 3 months 4 months

Approx. % Total Costs (of proceeds)

7% 6% 6-7% 5-6%

* The above information serves only as a guide, the company should confirm specifics with its own counsel ** Refers to NASDAQ Global Market, Standard 1

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In the UK, as in Any Market: Manage Expectations!

Manage investor expectations – don’t over-promise and under-deliver

Manage your own expectations!

…And remember: The Investment Bank doesn’t set the valuation,

the MARKET does!

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Summary

Going public requires a Company to be ready (don’t go out early!)

You have Market Choices – each has Benefits. The UK can offer particular benefits in terms of process and management time required

Setting expectations correctly is critical

The IPO ‘team’ is everything…

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and Israel…

A Perfect Cultural Fit!