Mark Fasken: This is Winning IR, a podcast exploring the diverse insights within the IR community. Join me, Mark Fasken, as I sit down with IROs and other IR stakeholders to discuss the winning strategies, tactics, and shifts in thinking that are redefining the profession. As companies in North America continue to seek out capital in the public markets, how can they expand their access to investors in different parts of the world?
Today's guest is the Head of Primary Markets, Americas, at the London Stock Exchange. Chris Mayo has 25 years of experience in corporate finance, equity capital markets, and M&A advisory. Chris leads efforts to assist corporates and other organizations from across the Americas to list equity or debt securities in London, and helps companies from across the pond access US capital most efficiently. I'm really excited about this conversation and I hope you enjoy all of Chris's advice on today's episode of Winning IR.
So Chris, as my initial question, I wanted to talk about targeting and marketing. So it's obviously a big topic and a lot of companies talk about wanting to market to European investors. International investors, generally speaking, I think for a lot of North, North American issuers, that's a big topic of discussion.
And so as, as North American issuers think about accessing European investors, what are some of the things that they should be doing to ensure that they're successful?
Chris Mayo: Yeah, I mean, obviously, I come come at this fewer, you know, viral listings viewpoint, but there is an important point here, which is a lot of companies that are listed in North America, be that the US or Canada, they just think, Oh, you know, I've got access to all of the investors that I may want. And they often say to me, Oh yeah, I, you know, I've got a few investors in the UK or Europe and they're easy to access. And I'll say what you probably don't realize is, where you are listed makes a big difference to the pool of accessible capital that you have. So the point I would make here is, as an example, we get, and I'll talk about this more extensively later, I suspect, we get a lot of resources companies from Canada that are listed on TSX or TSX V, or sometimes TSE, and they will add a London listing.
Now, why do they do that? It's because... If you think about, as an example, the pool of sector focused funds that are based in UK that are, that invest in mining, that's probably 20 something billion US dollars of, of capital. The pool of UK equity funds, which includes things like, you know, just straight UK equity funds and UK smaller company funds is about $450 billion.
They currently cannot invest in a Canadian listed mining company. If you add the UK listing, then they can. So you understand the enormous difference in the pools of capital that you can address by having the right kind of listing strategy. And that is the driver for adding a London listing.
And not, it's not just obviously UK equity funds. It's funds that you can access in Europe, such as, Switzerland, Germany, France, Scandinavia, as examples, which are also substantial pools of capital, but what I would stress is the UK mandated funds group is by far the largest pool of capital in Europe, which you can access by adding a another listing.
So that's really the point I tried to make to companies because I've been asked. Oh, yeah, I've got a few investors in the UK and Europe, and I say, well, actually, you're addressing something this big, and the, the opportunity is enormous. If you just change the listing strategy. So that is and obviously from a company perspective, having the broadest, deepest, addressable pool of capital is really what you're going for.
And I think that most companies that I speak to are not knowledgeable about this nuance and why it makes such a big difference, which list what kind of listing profile you have.
Mark Fasken: I think that's a great point and sort of leads a little bit into our next question, which is talking about the sectors and company sizes that are most successful or most popular in in the UK.
Because when you and I talked about this previously, I sort of got the sense and correct me if I'm wrong, that you know, if you're a mega cap, like a North American mega cap, there are going to be investors in the UK that are mandated to invest in you, right? It's not going to be probably as difficult to get investors in the UK, but for everybody else, the pool of capital is relatively small. Is that, is that a fair sort of summary?
Chris Mayo: Yeah, I mean, there are large pools of capital in the UK which have an international mandate or even a global mandate, and they will be investing in Apple and Tesla and the largest, you know, Shopify, as an example, is one of the largest Canadian companies.
But when it comes down the market cap scale, it is progressively harder to access the right pools of capital. And historically, even though the UK we have mega caps and we have certainly have mega cap IPOs, and we've even attracted mega cap companies from the US and Canada to add a London listing wheat and precious metals is a good example,
it was 20 billion plus market cap when it added the London listing. For the most part, what we're talking about our companies in the kind of 50 to a couple of billion US dollar market cap range. And that's really been a sweet spot for the UK in terms of where investors tend to invest.
And so, that area is, is, I think, much stronger on a relative basis, relative to the US. So as soon as you, for instance, if you are, you are Canadian listed company, you may say to yourself, Oh, I really had a US listing to access that pool of capital. Well, in the institutional market in the US, there is not a lot of interest these days in that kind of sub couple of billion market cap range anymore in terms of really high quality institutions, not saying there's nothing, but it's been somewhere where there's been a migration up the market cap scale that has not really happened to the same degree in the UK. So we still have a lot of funds that are focused on that kind of area, so our mid cap Or the mid cap would be a solid sort of small and sometimes micro cap in the US so there is a completely different frame of reference. I think for Canada, you know, Canada has historically had a very strong market at the very small end.
So we're talking companies that are, you know, sub 50 million of market cap. Canada's traditionally been very strong there.
Mark Fasken: All of our junior miners.
Chris Mayo: I mean, Canada has a couple of thousand miners listed, where the UK market has about 200. So you'll see there's a complete difference there, but on a size basis, if you look at the distribution of market cap in Canada, there is an enormous skew towards the sub 50 million range, whereas in the UK there isn't.
So we're really, if you think about the positioning here, Canada is very good at doing the very small stuff. The US is a good way when you get to be very large. I'd say you want to be a couple of billion dollars and above before you even consider the US and we can talk about cost in a second, because that really does play into it, not just investor orientation.
And then almost in the middle, in that 50 to a couple of billion range, the UK has actually historically been very strong in that area. And that's where we get most of our IPOs actually, as well, as well as our croplifting is in that particular area. So the investor base is very attuned to companies that have that kind of size.
And so that's where I have most of my conversations. And that's where I think you can actually move the needle, do we get mega caps are looking at this from, for instance, we have mega caps in the US, who may be in areas like tech and they may be, you know, or, you know, healthcare or whatever it may be, industrials.
And sometimes they look to add the London listing because they want acquisition currency to acquire things in the UK and Europe. That is a driver for the mega caps to look at it. And the reason why they would do that is if they offer stock as part of that transaction, then they don't get the flow back.
When they're offering stock to UK and European investors, they don't get the flow back because if they don't have the listing, the investors that they're offering this stock to as consideration will have to sell that stock quite quickly, and sometimes very, very quickly. And that just obviously causes a huge flow back. If you have the local listing, that flow back doesn't need to happen.
So, but for the most part, I'm talking about that kind of small to mid cap range, and that's always been a sweet spot for us.
Mark Fasken: Awesome. I guess sort of in summarizing that point, like really, if you are a mega cap, accessing UK investor is going to be a little bit easier. If you're in sort of that mid cap range, there's actually going to be a lot of investors that are going to be interested in you, but you're probably going to have to have a listing on a UK exchange.
Same goes for the small caps. Like you're going to get interest. It's maybe not going to be As much as if you're a mid cap or so, but again, you're going to need to look at listing the UK to really have the level of success that you probably want to have. Like, it's not to say you can't get four or five or six investors in the stock, but if you want to really go after it, you need to have that, that UK listing.
Chris Mayo: Yeah. I mean, the point goes, you cannot, without the listing, you cannot access the UK mandated fund. They have small carve outs to invest in stuff that are off mandate, but that's very small parts of the fund. For the most part, they're looking for companies which fall within their mandate that, that requires a UK listing.
It doesn't require you to be UK incorporated company. It just requires you to have a UK listing. Once we do that, then you can market to them and you can go and see them on roadshows. So you go to London on a roadshow, you can go and see a mining, as an example, you can go and see a mining specialist, but now you can also go into the UK equity fund, because they can invest in you too.
And historically, you know, in areas like essentially resources, I think this is increasingly a case now looking towards areas like tech, they will invest in those kind of things, especially over overseas companies.
Mark Fasken: And so other than the targeting and obviously expanding your market of addressable investors, what are some of the other reasons that companies should look at listing on an international exchange?
Chris Mayo: It depends on the profile of the company, but there are a number of the reasons, you know, as an example, if they have a lot of employees in that particular jurisdiction, having a locally listed stock can make things much easier and obviously much easier to hold in local brokerage accounts, probably a lot easier from a tax perspective as well.
And obviously the, you know, if you've listed in the UK, that will be trading in pence. And if you've got a lot of UK employees, that is something that's going to be much more familiar and easy for them to deal with. Enough for them to understand. But there are also other reasons, such as in, you know, for instance, I think in the UK, there are in particular, very strong understandings of other geographical jurisdictions.
So to take an example, if you look at the US in terms of the distribution of natural resources listed companies, a lot of those companies, the overwhelming majority have assets which will be in North America. Now, when we get a lot of companies from the US and Canada, where they have assets elsewhere, especially in places like Africa and Asia, and you take that to a UK investor, and they understand it, they understand the nature of those jurisdictions, and they're much more comfortable.
So, historically, we've been very strong on Africa and the Middle East, in terms of location of assets for US and Canadian listed companies. But in addition to that, that has broadened. So we've actually seen quite a lot of stuff from LATAM and Asia over the last few years as well. I just think the point to make is that, you know, London is certainly compared to the US is a more internationally, in terms of the outlook. It's much more internationally focused and the investor base is much more used to seeing international companies, than the average US investor is. So the point I would make there is, you know, as an example, London has more international companies listed than any other single exchange in the world.
So, the actual exposure to the UK at the market, in terms of the underlying revenue exposure is actually relatively small. And so the investor base is really getting exposure to international based revenue or asset. And so I think that is one of the advantages of looking to the UK as well. Just that more international outlook.
Mark Fasken: And so, I mean, a lot of great reasons to look at an international exchange, as we've talked about a lot of North American companies looking to access European investors. If a company or, you know, IRO is thinking about that international listing, and maybe specifically talking about the London Stock Exchange, what is the administrative burden required to get that listing?
Chris Mayo: Yes, I think the good news is that it is relatively modest in terms of, certainly on an ongoing basis, what's the additional burden from being listed in London, in addition to being listed in New York or Toronto? To be honest, that is not a very onerous burden. So the point I would make with that is that, for the most part, it is home rules apply.
You put out your filings in Canada or the US, you can just say, we put out our filings in Canada or the US, and here's a link to them. And you don't have to reinvent the wheel. You don't have to make accounting changes. You don't need to make corporate governance changes. And I would say is that in the UK at the moment, we've made a lot of kind of sweeping changes on things like listing rules.
So we've changed things like the free flow requirement went down to 10%, which is something which will benefit US and Canadian companies that want to cross us, because that will apply to them. So that's good news. Dual class voting stock, those kind of things. We've also made it easier to raise money on a non preemptive basis.
Again, that's that's the benefit to all companies that are listed. We're making changes to research provision to, you know, change the unbundling provisions around MIFID 2 to make things again, better information flow into the market. These are all things that will benefit companies, whether they're single listed in the UK or they're dual listed, they've already got an existing listing in North America.
So these are all positive things that we're doing to make it more flexible from an issue with perspective. But really, the heavy listing when it comes to the, the actual listing is really that if you go to either. Well, there's two, there's a couple things to say here. If you go to the main market, you will need to do a prospectus, which is approved by the UKLA, which is our equivalent of the SEC.
That is a quite a long document and, that's where most of the heavy lifting comes in. Once you're listed, actually, there's not a lot of additional things that you need to do. And I would say for AIM, which is our growth market, where a lot of the smaller companies go to, there's actually for the top tiers of TSX and NASDAQ and NYSE, we actually have a fast track process, which you don't have to produce a full admission document.
So there's even a quicker way to go if you want to list on AIM as a if you're listed on the higher tiers of the, the kind of well known, and this also applies to ASX, the Hastings as well, the higher tiers of those markets, you actually have a fast track process. So it is actually relatively straightforward to add that listing.
I think the only thing that's an additional requirement, is there's something called the market abuse regulation. And really what that boils down to as an issuer is you will need to publicize or disclose director and senior management dealings in stock more rapidly than you would have to in the Canada or the US.
And that's probably the only thing that I think is substantially different. But for the most part, the additional burden is relatively modest and obviously adding the listing costs money as well. But in the, certainly in the US context, it does not cost a lot of money. The UK capital markets are significantly cheaper from a transaction basis.
Than the US market significantly, and I would say also this is not going to increase your insurance costs and things like that, the UK is not a litigious market at all compared to the US or Canada.
Mark Fasken: And so, again, to sort of summarize that the listing process itself is relatively straightforward, some documentation, obviously, that you have to fill out, which I'm sure most companies are pretty used to at this point.
But you did mention there is a fast track process, which I think is, is really interesting for any companies that are already listed on NYSE or NASDAQ or TSX and that for the AIM specifically. What's the timeline look like typically? Is this sort of like a six month, 12 month process?
Chris Mayo: So, I think it depends.
I mean, some companies that have done this have raised money, raised capital alongside the listing. Actually, a lot have not. So, I think if you're doing an offering alongside. You're probably going to take six months, to do this properly, because obviously there is a marketing element to that.
There's an investor engagement element of that, which is much more intensive than there would be if you're just doing a technical listing. So that I've seen both work very well. So I've seen a number of companies do the technical listing, so just adding the additional listing in London. And then 12 months later, they'll do a capital raise.
And then they'll be able to place a lot of stock with UK based or European based investors. And that's the way to deepen liquidity in that new line of stock. But I've also seen companies that have decided to do this concurrently. Now, I think if you're doing it concurrently, it's probably going to take you six months to do this properly.
If you're just doing a technical listing within three to four months, you will be able to do that because really it is a regulatory process. You will obviously want to bring on a broker, a local broker in the UK as well, because the whole point of this, you want to engage with investors, but you're not engaging with those investors on a specific deal.
So that actually is a more simple conversation. You're just educating them about why they should invest in you. And quite often companies will announce they're doing this and then they can actually go on the road and meet investors and say, who have the UK mandate and say, By the way, we're going to be listed in London a few months. This conversation is worthwhile, because in within a few months, you'll be able to invest in me, so that you can actually see that conversation. So I say for enough with it, if you're doing it with an offering for at least six months, if you're doing it without an offering three to four months, for the fast track process, if you're going from mainboard, TSX, NYSE, and NASDAQ to AIM, you could probably do this in a couple of months.
Mark Fasken: You mentioned the advisors. Yeah. Obviously, it's super helpful to have these advisors, especially when you're entering markets that maybe you're not as familiar with as a, as a North American issuer. Who are some of the top advisors that companies should consider, as they, as they look at a listing?
Chris Mayo: Well, I think what we're, you know, obviously we've got various categories of advisors, but I think really the main thrust of this is around the investment banks, the brokers. I'm not going to say who the, who the best are necessarily, but I'll, I'll tell you that there are different categories. If you like, it really does depend on your sector and your size who is the right broker to work with.
And clearly, what are you trying to get out of this? You're trying to access UK and European. Investors, so is, does the advisor or broker you are working with have good research, good sales, are they ranked, but you can check all of that kind of stuff out, and are, have they got good distribution capability with regards to the UK and Europe?
So there are various, and I think this depends, again, it depends on the sector and the size that you're in. What, what is the right choice? Of a broker. Right. But, but I would say is if we're talking about US and Canada, there are brokers that are mid-size brokers from the US and Canada that also have strong capability in the UK and Europe.
You know, people like Stifel and Canaccord immediately come to mind with that. You've also got RBC slightly, they got market cap range who are strong in Canada, but also have a strong franchise. Certainly in areas like natural resources out of London. So there are a number of those, but then you have smaller brokers that are more specialized that are perhaps doing the microcap end of the space, which are UK focused brokers who have really good relationships with.
The UK smaller company funds, they may have good relationships with high net worth and other kind of a more esoteric pools of capital, which are very important. Certainly if you go down the market cap scale, they're very important. So it really does depend on your size and your sector. And actually one of the things that I do as my job is I look at the companies and then I'll say to them, Okay, here are five brokers that I can introduce you to.
You've got the relevant expertise for this kind of profile of company. And I'll provide the warm intro to that. It's not once it's certainly not one size fits all. And certainly, if you're a 100 million market cap Canadian mining company, I wouldn't be interested in introducing you to a bulge bracket, theme in the in the UK, I'd be introducing you to a small cap focus UK broker, because that's where you'll be able to get the, the most bang for your buck and the marginal access to the investor base that you need.
Mark Fasken: Yeah, I think that's super helpful. And I was going to mention that, I remember you mentioning that you provide quite a bit of advisory support to companies as they go through this process to think about the advisors and the listings and which exchange they should go on and all these types of things.
Chris Mayo: Yeah. I mean, I don't know if I could actually call it advice necessarily, but let's call it, let's call it guidance, because that's guidance recommendations. No, I'm not saying again, no, no, not recommendations again. Um, let's say I give, I certainly know we do give a lot of guidance. Me and my team here in New York do give a lot of guidance in terms of what's right to make sure that people are being certainly put in the right direction and they're not going to waste their time.
So that is a core function that we provide to make sure that they're able to assemble the right advisory lineup well. and be advised by the true advisors appropriately. Great.
Mark Fasken: We touched on the different exchanges very briefly. So when we talked about the listing process, but what are some of the major factors that a company should consider when thinking about either an AIM or a main exchange listing with the LSE?
Chris Mayo: Well, I think that, If you are listed elsewhere, it's unlikely you're going to get index inclusion. So that's one of the main reasons why you want to look to say the premium main market. And there have been companies that have reincorporated and done premium main market listing.
So Endeavor Mining is an example of this from Canada, but that's relative. And these are, they are a large company and they're in the FTSE 100 now as a result of that, but they reincorporated, they changed their primary listing from Toronto to London. For the most part, we are talking to companies that will maintain their primary listing in North America.
And so therefore they're looking at the standard listing and the main market versus AIM as an example. So those are, that's really the choice. And by the way, it is likely that premium standard will be will be combined. And I've talked about this earlier, but in terms of the changes, premium standard will likely to be combined in the next 12 months into one segment.
But I think there will be, I'm pretty sure there will be a segment which allows for secondary listings from other major markets. So it'll essentially will have the same thing I was talking about before. Now, main market versus AIM, the point to make here is AIM requires you to have a nominated advisor, which is an investment bank, or another advisor.
Sometimes some of the accountancy firms also do this. Which makes sure that you are in compliance with the AIM rules, which are actually very simply written and very easy to navigate. But they are essentially acting as your regulator because AIM has a different regulatory position than the main market.
As I said before, the main market, you have an approved perspectives by our equivalent of the SEC. You do not you have what's called an admission document and that is not reviewed by any regulatory authorities reviewed by the nominated advisor. And obviously the directors and management of the issuer.
And so that is a very different dynamic. Now, what I find is there are some Canadian companies who, or, you know, certainly the US listed companies, who will say, I've been on market for quite a long time. And therefore, I know how public markets work and I'm doing to a very high standard. I don't think I need to go to AIM.
I'd rather go to the main market because I don't think I need to work with a nominated advisor, and that's fine. I would say the only thing on the main market. We have a 30 million pound market cap minimum, but obviously for most of the companies I'm talking to that is not an issue, and so some of them decide to go to the main market for that reason.
AIM has in the past been a lot easier though to execute things like acquisition strategies without having to get their holder approval. So when we have companies that are going to be raising capital aggressively and doing acquisitions, AIM can often be a good choice because from a regulatory perspective, it is easier to execute that strategy on AIM than it is on the main market.
So that is another, and we've had some very successful companies from North America who have done consolidation plays in that, and especially in areas like natural resources, but also in areas like tech by listing on AIM and then raising money aggressively once listed, showing a very strong access to follow on capital from the UK investor base in particular.
So that's another consideration with that. And also it's slightly cheaper to be listed on AIM. Our fees are cheaper on AIM. I'm agnostic between the two to be honest. Most of the companies I talk to are looking to end because they're on the smaller side. But, you know, I can just guide in the right way, given the size of company that they, you know, they happen to be
Mark Fasken: Okay, great. And so we've got our last question here. And, you know, as you mentioned, there's a lot of reform happening in UK capital markets. And it seems like a lot of it is AIMed at bring companies in and really being, very supportive and innovative as it relates to the capital markets.
What would you say are some of the misconceptions about the LSE?
Chris Mayo: Well, I think that it's quite interesting. I think, you know, I put out a video on LinkedIn a few weeks ago, where I think a lot of people think Brexit completely just can destroy the UK capital market. And it's actually not the case.
It's kind of interesting. I've been doing this now for seven years and we've had a huge uptick. And the number of companies that we've had listing both IPOs, we get a lot of IPOs for private companies in tech and life sciences from the US, especially in that kind of 50 to 500 million to a billion dollar range.
We get a lot of that from the US. We get a lot of Canadian, especially natural resources, but now actually tech and tech services are looking to add the listing and we've had companies from day 10, 10 million market cap to 20 billion market cap. So across the board, we've had a huge uptick. We've probably done double the volume in the last seven years since the Brexit referendum than we did in the preceding seven years.
London is still by far the deepest capital market in Europe. It's not, and it's not even close. And to give you an example of to look at you know, you're I think you're probably sitting in Toronto today. This has not been a strong year for IPOs anywhere in the world, really. Maybe you could look Middle East has been relatively buoyant relative to other markets, but in general, it's not the US hasn't been strong either.
The UK has done three times the volume versus Canada in terms of equity capital rate this year. It's still way ahead of any of the European market in terms of equity capital raise this year. We're actually up in total equity capital raise this year versus last year in the UK. None of this tends to get reported.
I think it gets a lost in this kind of narrative on Post Brexit and, there's all this reform going on. But, what it boils down to is the UK is by still by far the deepest school of capital in, in, in the UK and Europe. It is the largest capital raising venue outside of the US and greater China still today.
And a lot of this gets lost. So the relative importance of the UK is still there in terms of as a capital market, and it is a market which has always been very receptive to overseas companies, be that via IPO, or be that via secondary listing from the US and Canada. So I think that that has been lost.
We've had an acceleration in the number of Canadian companies that have been having a London listings in the last couple of years. So yeah, I think, actually look, I would just advise people look at the numbers, look at the stats, look at what's achievable.
We'll actually look at individual funds that certainly one of those are the UK mandate that you don't have on your shareholder register, because. By having the London listing, they can be people you can talk to and access to. And that is something from a cost of capital perspective has a high degree of strategic importance for, certainly the small and mid cap companies that we're talking to in North America.
Mark Fasken: Yeah, I think those are all great points. And I mean, obviously a very active market from from what you just said, and good to look at the data. One question that I had was around sort of the makeup of the investor styles in the UK, right? So if you look at, I mean, people sort of talk about Canada, Canada, very long, long term focused investors. The US you have a lot of long term folks investors too, but, but a lot more hedge funds. Yeah. How does the UK market compare?
Chris Mayo: Yeah. I think this, again, as you go up the market cap scale, you get more high frequency trading. You're going to get more hedge fund activity.
When you're at the kind of smaller mid cap end of this, of the kind of spectrum, you have a lot more longer only institutional money. And the UK has always been like that actually. People who are buy and hold investors. So once you get them on your register, if you deliver, they'll stay there.
And if you're coming to do an additional fundraise and you've delivered, they will be there for you. And we can point to numerous examples of companies that have come across from the US and Canada that even, and even the ones who didn't raise money at the point of listing that subsequently have raised a lot of money and a lot of their liquidity is migrated to the UK as a result, and a lot of their shareholder base is migrated to the UK as a result of that.
And that investor base, when you look at it, it is long only institutionally focused. And I think that's one of the hallmarks of the UK market, certainly versus the US. You talked about Canada. Canada has a lot of solid, long only investors as well. The UK has a lot of institutions who, who are invested in the equity market.
The US tends to have a quite a different character and certainly shorter holding periods than the uk, is what we see anecdotally, and I don't think anyone would argue with that. So it actually, there is a different dynamic. Clearly the US is the, by far, the deepest and most liquid market in the world.
But there is a different character brought to that investor base than there is to the, the uk. And also, it's a far more litigious environment in the UK or Canada. And so that, there is a cost to that in terms of directors and offices and insurance is probably five to ten times the cost is in the US what it is in the UK.
It's kind of eye watering the difference. There is a difference in market structure from that perspective. And I would say, as you go further down the market cap scale, then you see, and I think you see this in Canada as well, you see a lot more retail and high net worth. Acting at the much smaller ends of the market and the UK has a bit of that as well.
But, for instance, AIM, a lot of people think, oh, is AIM retail driven market? No, it's not. It's an institution of the long, long only driven market. But, that is where the most of the investment comes in. It's from institutions and most of those will be long growing.
Mark Fasken: Awesome. Chris, this has been super informative. Really appreciate the time. Thank you so much.
Chris Mayo: No, thank you, Mark. I really appreciate the opportunity to speak with you.
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