About Company 关于公司
ICG Capital & Finance Corp (UK)
Ltd is a private UK based International Financing and Investment Company
that specialises in the procurement of financing for Sovereigns and
Private Corporations. Its founders are businessmen, bankers, accountants
and lawyers with substantial experience in transaction origination and
execution.
ICG develops new and innovative
solutions for financing Sovereigns as well as debt refinancing and restructuring.
In addition the company arranges financing for public sector infrastructure
projects and in the agriculture and energy sectors.
AIM Listing 英国高增长市场
AIM (Alternative Investment Market)
AIM is an exchange owned by the
London Stock Exchange, allowing smaller, growing?companies to raise
expansion capital?with the advantage of a more flexible?regulatory system
than is applicable to the main market.
AIM, launched in June 1995, has raised almost £24 billion and has helped
more than 3,000 small-medium-sized companies raise equity to support
their growth.
Among these are companies from particularly high-growth areas such as
technology, clean-tech and biotech. Flexibility is provided by less
regulation and no requirements for capitalization?or number of shares
issued.
ICG would anticipate our scope of work to be in line with what is customary
for transactions of this nature and to include the following:
Structuring Issues 结构优化
Assist in structuring the IPO on the London AIM Stock Exchange having
a turnover of over $100m and the IPO float raise will be above $25m
Assist on corporate governance issues appropriate for a potential AIM
admission, including drafting a share dealing code for the Company and
its directors and other corporate governance policies as required
Advise on directors’ service agreements and non-executive directors
letters of appointment
Draft new service agreements appropriate for executive directors of
an AIM quoted company
Due Diligence 尽职调查
Prepare a legal due diligence report (in a form required by the NOMAD)
on the Company and reporting on any material contracts governed by English
law
Lead legal and documentary due diligence on behalf of the Company
Coordinate with foreign country counsel on material contracts governed
by their law (as applicable)
AIM admission document 准入文件
Primary responsibility for drafting the AIM admission document compliant
with the applicable AIM rules and the requirements of the NOMAD
Draft the supporting documentation in respect of the application to
AIM including relevant checklist, legal comfort letters, directors’responsibility
letters, powers of attorney, lock-in undertakings and directors' memoranda
Liaise with the Company’s accountants on the financial disclosures in
the admission document
Advise the Company’s directors on their responsibilities in connection
with the publication of the admission document
Prepare verification notes based on the legal due diligence exercise
and competent person’s report
Publicity and marketing 宣传与营销
Prepare publicity and press guidelines for the Company
Prepare guidelines for analysts in relation to the preparation and publication
of research
Assist in the review of research reports for factual accuracy/consistency
with the admission document
Review of all press releases, roadshow materials, investor/analyst presentations
and advertising materials that are to be used in the IPO
Advise the directors on their responsibilities with regard to the publication
of information prior to the admission document
Transaction documentation 交易文件
Review the scope of work of the other advisers to the IPO, in particular,
the scope of work and comfort letters to be provided by the reporting
accountants
Review and comment on comfort letters and opinions provided by the Company’s
auditors and other advisers
Review and negotiate the terms of a placing/underwriting agreement prepared
by legal advisers to the NOMAD and Underwriter(s) and reviewing the
terms and conditions of the placing prepared by the Underwriter(s)
Provide a customary English legal opinion for a transaction of this
nature
Supervising the arrangements relating to the closing of the AIM admission
Other matters 其他事项
Advise the Issuer on the terms of a NOMAD agreement and broker agreements
Agree the scope of work of, and review the opinions prepared by any
other overseas lawyers instructed by the Company
Advise the Company’s directors on their continuing obligations following
admission to AIM
Advise on all relevant English law issues, including internal and external
authorisations required and regulatory approvals