In the week in which the AIM Market celebrated its eleventh
birthday, Nasdaq finally bit the bullet and announced
a £2.7 billion "final" offer for the London Stock Exchange
('LSE'). The move was prompted by the announcement that
seven of the City's biggest banks are working towards
forming a pan-European electronic shares trading platform
that would compete directly with the LSE and other continental
markets (itself prompted by the forthcoming implementation
of the Markets in Financial Instruments Directive (MiFID).
The Exchange promptly batted away Nasdaq's offer, saying
the bid so undervalued the company that its board was
not even willing to meet for further discussions. Clara
Furse, the Exchange's Chief Executive, said: "We believe
Nasdaq's final offer fails to recognise the outstanding
growth record and prospects of our group on a standalone
basis, let alone the exchange's unique global position."
However, market opinion seems to be increasingly coming
round to the idea that this could be the beginning of
the end for the LSE's independence. It has been the target
of more bids, both hostile and friendly, than any other
European company that comes to mind in recent years. There
seems little doubt, though, that the offer price will
have to rise - although under the Takeover Code, Nasdaq
cannot raise its offer unless the LSE recommends a bid
or a competing bidder emerges.
So what might a US-owned Exchange mean for AIM? Bob Greifield,
Nasdaq's chief executive, has stated that Nasdaq will
promote AIM, saying: "We admire the success of that market
and want to continue it." Many brokers have been emphasising
the positives, most significantly the fact that a deal
with Nasdaq might bring more institutional money to AIM,
something that is sorely needed at present.
However, set against this is the obvious concern that
AIM's unprecedented success over the last few years has
been largely driven by its "light-touch" regulatory regime.
The spectre of the heavy-handed Sarbanes-Oxley legislation,
or something similar, is enough to cause worry amongst
the participants in the AIM market. Nasdaq has offered
some protections to the London market in the form of an
oversight committee, which cannot agree changes without
the consent of the FSA. In addition, the government is
rushing through Parliament the Exchanges and Clearing
Houses Bill. The Bill will enable the FSA to veto changes
to the regulatory provisions of recognised investment
exchanges and recognised clearing houses if it appears
to the FSA that the changes would be disproportionate
to the end the provisions are intended to achieve or would
not pursue a reasonable regulatory objective. Many have
claimed that this should result in ownership of the LSE
being a "neutral" matter (i.e. it shouldn't matter who
owns the LSE in practice) but it is hard to feel truly
confident about this, especially as the Bill seems somewhat
vague. What with the proposed new rulebook for Nomads,
a step that represents the "biggest single change" to
the AIM Market since its launch 11 years ago, this is
certainly an interesting time for the AIM market.
© Davenport
Lyons 2007. All rights reserved.
This document reflects the law and practice as at December
2006. It is general in nature, and does not purport in any
way to be comprehensive or a substitute for specialist legal
advice in individual circumstances.
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