Isle of Man: Public Offerings—AIM

Last Updated: 24 June 2009
Article by Simon Cain, Simon Harding and Nick Verardi

In the past few years London's Alternative Investment Market (AIM) has seen a tremendous growth in the number of floatations. The Isle of Man has been at the forefront of the use of offshore financial centres to bring companies to AIM with 59 companies listed on AIM as at 13th May 2008. With 14 companies in the AIM 100, the Isle of Man has more high performing companies listed than any jurisdiction other than the UK.

Why?

  • The general rate of corporate income tax on the Isle of Man is 0%
  • There are no capital gains or stamp taxes on the Isle of Man
  • An Isle of Man public limited company listed on AIM is not a regulated entity for the purposes of the Isle of Man financial services regulation
  • The administration of an Isle of Man public limited company listed on AIM is not regulated as fund administration
  • Shares in an Isle of Man company listed on AIM can be traded through CREST without the need to use depositary receipts
  • The recent Isle of Man Companies Act 2006 introduced a new simple and flexible corporate structure which benefits from the removal of capital maintenance requirements and less prescriptive prospectus requirements
  • The Isle of Man is a common law jurisdiction in which company and trust law is closely aligned to that of England and Wales and security concepts are the same as in England and Wales
  • The provision of company administration services is a regulated activity on the Isle of Man

Where?

The Isle of Man is a self-governing Crown Dependency located in the Irish Sea and benefits from close links with London and Dublin. The Isle of Man is located within the British Isles but is not part of the European Union. AAA rated by both Moody's and Standard & Poor's, the Isle of Man is recognised as being one of the best regulated offshore financial centres – it has been named "Best International Financial Services Centre" by International Investment for the last 7 years.

What...do we do?

We act in conjunction with the English legal advisers to either the NOMAD or the company to ensure that all of the Isle of Man aspects of the admission run smoothly. Typically we will advise on the most appropriate form of Isle of Man corporate vehicle; draft or review the constitutional documents of the company; review the prospectus to ensure compliance with Isle of Man law; and advise on other pertinent matters of Isle of Man law such as directors duties. In addition, we act in relation to secondary transactions for or in relation to companies that have been admitted to AIM, including fundraising, refinancing and M&A activity.

...deals have we done recently?

  • Argo Group Limited - advising the company on its admission to AIM publishing demerger. This company is an independent alternative investment manager offering a multi-strategy platform for investing in global emerging markets.
  • China Central Properties Limited - advising the company on its admission to AIM which raised US$300 million. The company invests in medium to large partially developed property projects in major and secondary cities in China.
  • Epicture Qatar Equity Opportunities PLC - advising the company on its admission to AIM which raised US$171 million. The company invests primarily in quoted Qatari securities.
  • LIT Plc - advising the company on its admission to AIM. The company is a holding company for a major European logistics company.
  • Lonzim Plc - advising the company on its admission to AIM which raised £29.2 million. The company deals with equity investments in targeted Zimbabwean companies.
  • Petro Matad Limited - advising the company on its admission to AIM. The company is the parent company of a group focussed on oil exploration, as well as future development and production in Mongolia.
  • PME African Infrastructure Opportunities PLC - advising the company on its admission to AIM which raised US$180 million. The company invests in infrastructure projects in sub-Saharan Africa.
  • Prospect Epicure J-REIT Value Fund PLC - advising the company on its admission to AIM which raised £101 million through a placement of shares and warrants. The company invests predominantly in J-REITS.
  • South African Property Opportunities PLC - advising the company on its admission to AIM which raised £30 million. The company invests in commercial, residential and industrial properties in South Africa.
  • Speymill Deutsche Immobilien Company PLC - advising the company on its admission to AIM which raised £170 million and on a subsequent placement of 250 million shares. The company invests predominantly in the residential property sector in Germany.
  • Speymill Group PLC - advising the company on its re-admission to AIM having de-listed as an English plc and then been readmitted as a Manx Plc through a scheme of arrangement. The company provides asset management, property fund management and advisory services.
  • Speymill Macau Property Company PLC - advising the company on its admission to AIM which raised US$80 million and on a subsequent placement which raised an additional US$70 million. The company invests primarily in high quality residential developments in Macau.
  • UTV Motion Pictures PLC - advising the company on its admission to AIM which raised US$70 million. The company produces Indian Live action and animation movies.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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