BRIC, RIC or IC? The small companies’ turn

Leonardo Neves*

Much has been said about the group of countries known as BRIC (Brazil, Russia, India and China) and its economic potential. Initial predictions from Goldman Sachs already indicated that in less than forty years, the BRICs economies together could be larger than the G6 (“Dreaming With BRICs: The Path to 2050”, 2003). Indeed, the numbers show strong growth rates and there is an ever growing participation of BRIC companies in the international scene. Such participation is not restricted to large companies such as CVRD, Tata, Baosteel or Yukos, but also extends to medium and small companies.

An example of this tendency is the growing number of companies from China and India listed on the Alternative Investment Market (“AIM”) of the London Stock Exchange (“LSE”). AIM is now recognised as the world’s leading stock market for growing companies. Since its launch in 1995, AIM has attracted some 2,700 companies, raising a total of £49bn (approximately R$176bn). Many of these companies are now listed on the main board of the LSE. In fact, AIM has historically served as a channelling vehicle, assisting smaller companies to grow and facilitating the transition to the main market of LSE.

Presently there are some 1,600 companies on AIM, with a total market value of more than £100bn (roughly R$360bn), of which about half is accounted for by companies that are either domiciled overseas (319 companies) or have their principal operations outside the UK (495 companies).

Part of these foreign companies are from the US and Canada. According to a recently issued study from the London School of Economics and Political Science (available on AIM’s website), such companies choose AIM mainly for two reasons: (i) the costs related to compliance with North American regulations are too high (especially those resulting from the implementation of the Sarbanes-Oxley rules); and (ii) the US exchanges, such as Nasdaq and the NYSE, do not facilitate listings of medium or small companies, leaving them with no access to the local capital market.

As for Canadian companies (as well as Australian ones), AIM is an excellent alternative for a secondary listing, allowing access to a diversified group of European investors.

China and India are well represented on AIM. China has some 50 companies listed on that market (the most recent listing being one of a Chinese food company based in the Shandong Province) and India has some 21 companies listed on AIM. Brazil has only five companies on AIM, including companies with their principal assets in Brazil, even if they were admitted to AIM through a UK-registered ‘top company’ or through an overseas company.

This distance between Brazil and China and India mirrors the projections that indicate that only China and India will be among the three largest economies in thirty years. Brazil and Russia will still be among the six largest economies, but their GDP will be half the China's and India's GDPs. (Goldman Sachs, 2003).

Chinese and Indian companies have already woken up for the advantages of going public abroad. Many of these companies have realised that the old formula of getting loans from local development banks may not the best option. Although such banks may offer interest rates which are lower than the market rate, the costs associated with such loans can be higher than those of a listing on an international stock exchange.

Even the option of being listed on a local stock exchange is not real most of the times. Exchanges in developing countries do not yet provide for a mature junior market, liquid enough to allow real benefits to companies and investors. In such countries, only large companies are able to have their shares listed on a stock exchange. This is the case of Bovespa. Although Bovespa’s trading indices have been sky rocketing, the benefits are still restricted to a small number of companies that managed to grow to a size that allowed its shares to be admitted to trading.

Going public abroad carries a number of advantages yet to be fully appreciated by Brazilian companies, such as:

(i) more funds are made available to the company on a ongoing basis, as there is no obligation to service debt;

(ii) the investor can sell its shares on the market, without taking money out of the company;

(iii) there is no obligation to pay annual dividends to investors;

(iv) the company will promote its brand and trade marks internationally, which is essential for a company aspiring to offer its products abroad; and

(v) facilitated access to a diversified group of investors who understand and accept more risks related to early-stage operations of growing companies.

As to AIM, there are even more advantages, as:

(i) there is no requirement to show a trading record (what makes AIM attractive to early-stage companies with potential to grow);

(ii) no restrictions on the number of shareholders (and therefore some AIM companies to not have a completely dispersed shareholding);

(iii) there is the possibility of raising small amounts, as little as £3 million, for example (roughly R$10 million). This would not be possible in exchanges such as Bovespa, which focus in considerably larger IPOS; and

(iv) the costs associated to an AIM listing are less than in other stock exchanges.

With respect to this last item (costs), it is worth noting that AIM distinguishes itself amongst other markets for its flexible rules, which are less onerous to those companies in early stages of development.

Two recent studies by the London Stock Exchange (one from the London School of Economics, already mentioned above, and the other from Oxera independent consultants) show that AIM’s flexible regulatory system, which is tailored to the needs of smaller companies, is key to the market’s success. It is also worth noting that in 2005 AIM accounted for 52% of total European IPOs. The above-mentioned two studies de-mystify the idea that an IPO in the UK is more expensive than any other international stock exchange, including US exchanges, which are the ones to which Brazilian companies often turn when looking for capital.

The study by the London School of Economics concludes that although a large proportion of AIM companies are early-stage businesses and/or operating in high-risk sectors (such as the natural resources sector - mining and oil and gas), the failure rate on AIM is low, running at less than three per cent in the last four years.

Business opportunities on AIM are not restricted to companies looking to raise funds or looking to raise their international profile. There is a niche that has not yet been explored with respect to nominated advisers authorised to act on AIM, the “Nomads”.

The Nomads have to provide the Stock Exchange with information on whether a company is appropriate to be admitted to the market or not. The Nomad is the principal contact of the company with AIM and must make sure that the company complies with the applicable rules.

According to the AIM rules, there is no requirement for a Nomad to be a UK-bades entity. Indeed, there are currently six "foreign" Nomads on AIM (four Nomands from Republic of Ireland, one from Australia and one from Belgium), not including the foreign firms which established themselves directly in the UK. Such Nomads oversee some 46 AIM companies.

Nonetheless, there is a requirement for the proposed Nomad to have a qualified executive with a “sound” understanding of the UK corporate finance market and AIM in particular.

Therefore, with the growing number of Chinese and Indian companies listing on AIM, it is just a matter of time before Nomads from China and India start operating on the market. By the same token, there is no impediment for Brazilian consultants to be included in the Nomad’s list kept by LSE and to start providing services to companies proposing to have their shares admitted to AIM.

It seems, however, that only companies from China and India have realised that there are a number of advantages in going public and listing on AIM. Instead of waiting for changes in the interest rates charged by banks or new direct investments, these companies are searching for viable alternatives to grow. This will inevitably give an upper hand to such companies and their products in a global context, out-staging their competitors. If such trend is not followed by Brazilian companies, there is a risk the BRIC countries will be known merely as RIC, or even IC.

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* Leonardo Neves is an associate at Fasken Martineau Stringer Saul LLP (London) and a member of the corporate practice group, which is headed by part.

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