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Opinion

Some listings are more equal than others

Some listings are more equal than others
May 31, 2017
Some listings are more equal than others

We do know that the Riyadh Stock Exchange - the Tadawul - is neither large nor open enough to handle the listing of Saudi Aramco independently, so its sheer scale presents a mouthwatering opportunity for western bourses - but at what cost? Western stock exchanges - and, indeed, national governments - have been energetically lobbying Saudi officials in a bid to secure the listing. In April, Theresa May held a meeting with Aramco chairman Khalid al-Falih, who also happens to be Saudi Arabia's energy minister, accompanied by Sir Xavier Rolet, chief executive of the London Stock Exchange (LSE). Doubtless the Prime Minister and Sir Xavier were outlining the UK's expertise in financial services, accountancy and the law, although whether they made a virtue of our regulatory framework is another matter - unless, of course, they were highlighting its malleability.

The LSE faces rival bids from New York, Hong Kong, Tokyo, Singapore and Toronto and is handily placed despite the fall in sterling since last year's EU referendum. However, none of the exchange's current listing formats is likely to appeal to Aramco in an unadulterated form. Companies trading on the LSE with a 'premium listing' - the preferred option among 'blue-chips' - can attract a lower cost of capital through greater transparency, but are expected to meet the UK's highest standards of regulation, with at least 25 per cent of their shares in a free float, unless the Financial Conduct Authority (FCA) makes an exception. The trouble is that Saudi Aramco plans to list no more than 5 per cent of its shares, leaving private investors with negligible influence. A 'standard listing' entails less onerous governance requirements, but is unlikely to appeal given its division two status with investors.

However, speculation has emerged that the LSE and the FCA are examining a potential new category of listing for large international companies that fail to meet the premium listing standards, but is more appealing to investors than the 'standard' category. This bespoke approach isn't peculiar to the UK, with one of the LSE's rivals, the Toronto Stock Exchange (TSX), pitching "a customised regulatory environment for resource issuers". If bourses and regulators are willing to offer up tailor-made options to attract blue-chip listings then it calls into question how committed they are to the concept of an equitable trading platform.

The UK's own corporate governance model, based on shareholder primacy, should be inviolate. But you certainly could be forgiven for thinking that corporate governance, along with the rights of minority shareholders, can take a back seat once stock exchange administrators scent a heavyweight listing. In 2013, the LSE came in for criticism following the delisting of Eurasian Natural Resources Corporation (ENRC), a FTSE 100 mining group controlled by three Kazakh oligarchs. The group's public quotation was eventually pulled by its founders - at great cost to minority holders - following a succession of boardroom disputes, culminating in the resignation of Sir David Cooksey as chairman. The Serious Fraud Office was also forced to instigate an investigation into "allegations of fraud, bribery and corruption relating to the activities of the company or its subsidiaries in Kazakhstan and Africa". The ENRC debacle highlights the folly of providing a public market for companies with derisory free-floats, or those that principally operate in jurisdictions with a lax approach to corporate governance.