-Audio Kit Available Upon Request-


Four Seasons Hotel
June 9, 2006
Park Lane, London

June 9, 2006
Registration, Breakfast & Networking
7:15 - 8:15
Opening Remarks
8:15 - 8:20
PIPEs & "Private Placings" — Understanding Privately Negotiated Deals for Public Companies
8:20 - 9:10

These bankers and institutional investors compare and contrast US-style PIPE investing with European private placements. This segment includes detailed discussion of deal mechanics and the various laws and customs which impact direct investments in publicly-held companies. Panelists will address the ways in which UK-listed issuers can tap US hedge fund capital, the use of warrants and equity-linked securities in PIPEs, and the parameters investment bankers use to create deal terms.
MODERATOR: TROY RILLO, Cornell Capital
PANELISTS: PIERS LINNEY, Tower Gate Capital, BOB PRESS, Montgomery Equity Partners; DOUGLAS ROFE, Reed Smith; GREG SICHENZIA, Sichenzia Ross Friedman Ference
Cross-border Deal Mechanics for Small Caps
9:15 - 9:40

This presentation covers the legal, accounting, and banking issues to be aware of when conducting cross-border transactions. Topics include capital formation, dual listings and associated tax issues, seeking international research coverage, dealing with liquidity constraints, and the outlook for AIM-listed companies seeking foreign trading venues.
SPEAKER: DAN McCLORY, Hunter Wise Financial
Networking Break
9:45 - 10:15 AM
Alternative IPO Deal Structures: Comparing US vs. UK Reverse Mergers & SPACs
10:20 - 11:10

As the window for initial public offerings remains closed for all but larger companies, investment bankers continue to develop innovative financing structures for smaller issuers looking for capital and a public listing. These panelists discuss the business of alternative IPO transactions; specifically the wave of new SPAC filings and cash shell listings on AIM and OFEX, rules governing shells, how new SEC regulations affect companies pursuing a reverse merger in the United States, and the global environment for using these transactions as a surrogate for small stock IPOs.
MODERATOR: CLIFF TELLER, Maxim Group
PANELISTS: JOHN DALFONSI, Roth Capital Partners; SHELDON GOLDMAN, Sunrise Securities; SIMON HOLDEN, Teacher Stern Selby; PAUL KESSLER, Bristol Investment Fund; STEVEN SKOLNICK, Lowenstein Sandler
AIM as an International Market: Here to Stay or Just Visiting?
11:15 - 11:35

This session highlights the increasing attractiveness of AIM for non-European companies and examines how these companies have fared in the listing and fundraising process. The presentation also explores some of the key structural, regulatory and cultural issues that need to be addressed and considers the growing level of overseas investment on AIM with an eye toward open debate on whether AIM has lived up to the expectations of overseas issuers and investors.
SPEAKER: MARTIN LANE, Kirkpatrick & Lockhart Nicholson Graham
Registered Directs: Providing Micro Caps with Greater Access to Capital
11:40 - 12:00

Registered directs are an exciting alternative for PIPE issuers whereby registered securities are issued in a negotiated transaction to a limited group of accredited institutional investors. This presentation covers who the investors are, the structure of these deals, and recent trends in the registered direct market, including a detailed case study illustrating the entire process.
SPEAKER: KIT JENNINGS, Roth Capital Partners
Alternative Structures for PIPE Transactions
12:05 - 12:20

This session focuses on the alternative structures and provisions utilized by PIPE investors in order to maximize returns while minimizing risks. The presentation will also cover various debt as well as equity structures utilized in the markets today.
SPEAKER: RICHARD SMITHLINE, Centrecourt Asset Management
Networking Luncheon
12:25 - 13:45
Alternatives to the Alternative Investment Market
13:50 - 14:20

Smaller companies, start-ups or cash shells may not be ready to list on AIM. This panel provides insight into the trading dynamics and financing structures on some of the options to AIM. Representatives from London's other alternative markets as well as the Toronto Stock Exchange, share their insights and focus their discussion on the environment for doing business with both operating issuers and cash shells.
MODERATOR: BRETT GOETSCHIUS, The PIPEs Report
PANELISTS: KEVAN COWAN, Toronto Stock Exchange; GUY SAXTON, AngelBourse Private Equity; NEMONE WYNN-EVANS, PLUS Markets Group (Ofex); Additional Panelists TBA
Update on Central European Equity Markets and Exchanges
14:25 - 14:45

Can the central European countries enrich the European pipeline of small cap equity offerings? Will the capital markets in the region ever compete with AIM for capital? This presentation provides insight into trading dynamics on the "new" European markets outside of London, and whether or not companies in the region may eventually become clients of AIM.
SPEAKERS: JAN PRAVDA, Pravda Capital; JAN SYKORA, Wood & Company Financial Services
Issues to be Aware of in Cross Border Transactions: Limiting Exposure and Risk
14:50 - 15:10

This presentation explores issues that global investors may not anticipate when venturing beyond their own borders, such as local securities laws and regulations governing reporting obligations, trading restrictions and stock market limits, as well as tax considerations. It also covers topics including risk allocation and portfolio diversification, currency risks and product risks, along with a focus on experiences with cross border investors.
SPEAKER: JELE KLEIN, Schulte Roth & Zabel
Networking Break
15:15 - 15:40
Hedge Fund Legal Update: How Recent Litigation Can Teach Global Investors to Protect Themselves
15:45 - 16:05

The US Securities & Exchange Commission has taken a proactive approach to the regulation of hedge funds and specifically, the investigation of various investment activities such as private placements, market timing, and short selling. As the scope of investigations widen, global investors can learn from those who have found themselves in the crosshairs of regulators. This presentation covers the latest hedge fund litigation and how investors can protect themselves from legal and regulatory threats.
SPEAKER: PERRIE WEINER, DLA Piper Rudnick Gray Cary
The Alternative Investment Market: What You Should Know about AIM
16:10 - 17:00

With all of the recent publicity surrounding AIM, growth-oriented investors have descended upon London to explore this burgeoning market. This panel highlights what you need to know in order to do business on AIM. Topics include a market overview of AIM/LSE, discussion of preemptive rights, the nominated advisor system, and using currency hedges to protect investment gains.
MODERATOR: GRAHAM DALLAS, London Stock Exchange
PANELISTS: SEAN GERAGHTY, Dechert; ADAM HART, KBC Peel Hunt; ALPESH PATEL, AllTrue Investments; TOM PRICE, Evolution Securities
Closing Remarks
17:00

-Audio Kit Available Upon Request-

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