ВСЕРОССИЙСКАЯ АКАДЕМИЯ ВНЕШНЕЙ ТОРГОВЛИ

ФАКУЛЬТЕТ МЕЖДУНАРОДНЫХ ФИНАНСОВ

КАФЕДРА АНГЛИЙСКОГО ЯЗЫКА ФЭМ

Практическая работа по письменному переводу

Профессионально-ориентированного текста

Работу выполнила:

Студентка 5 курса ФМФ д/о

Чернова О.В.

Руководитель практикума:

Преподаватель кафедры английского языка,

курса “Переводчик в сфере профессиональной коммуникации»

Юшина Е.В.

______________________________

“_____” ______________ 2014г.

Москва 2014

Оглавление

PART I ORIGINAL TEXT 3

PART II TRANSLATION 12

PART I ORIGINAL TEXT

Alternative Investment Market (AIM).

London Stock Exchange (LSE).

A general overview of AIM

• Regulated by the London Stock Exchange, providing a more flexible regulatory environment

• No minimum revenue requirement

• No minimum amount of shares to be in public hands

• In most cases, no prior shareholder approval required for transactions

• Admission documents not pre-vetted by the Exchange or UKLA but by nominated adviser

• Nominated adviser requires at all times

What is the process for admission to trading on AIM?

• Publication of either a prospectus or an admission document. A prospectus is required where a company is offering shares to the public under the Financial Services and Markets Act 2000 (“FSMA”), unless either the value of the shares being offered is less than 2.5 million in which case a prospectus will not be required or the offer falls within a specific exemption. For example, a prospectus will be required for a placing where the purchasing shareholders do not fall within an exemption in the FSMA. An admission document is used where a company is either simply applying for its existing share capital to be traded on AIM or is also offering shares pursuant to a placing but such offer does not constitute an offer to the public under the FSMA.

• There is no requirement to obtain approval of an admission document by the London Stock Exchange (“The Exchange”) prior to publication. In contrast, if a prospectus is required it must be approved by the Financial Services Authority (“FSA”) before it is published. In each case, the company’s nominated adviser (“NOMAD”) must confirm to the Exchange the suitability of a company and its securities to be admitted to AIM.

• AIM rules determine the contents of an AIM admission document and the FSA Prospectus Rules determine the contents of a prospectus. Although many of their requirements are similar, the FSA Prospectus Rules generally require more information to be included in a prospectus.

• At least 10 days before the expected date of admission to AIM, the company must provide the Exchange with the information specified in Schedule 1 to AIM rules (this includes details of the number and type of shares, significant shareholders, directors and proposed directors and the names and addresses of the NOMAD and the nominated broker).

• The prospectus/admission document must be published at least three days before admission and the applicant must pay AIM fees (an admission fee of £4,340*, together with n annual fee of £4,340 pro data) and submit an electronic copy of the document to the Exchange together with a completed application form, the NOMAD’s declaration and a letter from the company’s broker confirming its appointment.

• Where shares are being offered to the public, copies of the prospectus (once it has been approved by the FSA) must be made available to the public at UK address, or electronically on the company’s website, from the time the offer of shares to which the prospectus relates is fisrt made until the offer closes. The prospectus must also be filed with the FSA before it is published.

• There is no requirement to file an admission document, but it must be available publicly, free of charge, for at least one month from the admission of the applicant’s securities to AIM.

• Admission to AIM only becomes effective when the Exchange issues a dealing notice to that effect.

Is an IPO right for this company?

Alternative Investment Market

The Alternative Investment Market (AIM) is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the Main Market. AIM was launched in 1995 and has raised almost £24 billion for more than 2,200 companies. Flexibility is provided by less regulation and no requirements for capitalization or number of shares issued. Some companies have since moved on to join the Main Market, although in the last few years, significantly more companies transferred from the Main Market to AIM (AIM has 6) significant tax advantages for investors, as well as less regulatory burden for the companies themselves). In 2005, 40 companies moved directly from the Main MArket to the AIM,while only rwo companies moved from AIM to the Main Market.

Aim has also started to become an international exchange, often due to ita low-regulatory burden, especially in relation to the Sarbanes-Oxley Act (though only a quarter of AIM-listed companies would quality to list on a VS stock exchange even prior to passage of the Sarbanes-Oxley Act)¹. As of December 2005 over 270 foreing companies had been admitted to the Alternative Investment Market.

The independent FTSE² Group maintains three indices for measuring AIM, which are the FTSE AIM UK 50 Index, FTSE AIM 100 Index, and FTSE AIM All-share Index.

Alternative Investment Market (AIM)

Type	Stock Exchange
Location	London, UK
Founded	1995
Owner	London Stock Exchange Group
Key people	Marcus Stuttard Head of AIM
Currency	GBP
No. of listings	1,594
Website	AIM homepage on London Stock Exchange

AIM's regulatory model

AIM is an exchange regulated venue featuring an array of principles-based rules for publicity held companies. AIM's regulatory model is based on a comply-or-explain option that lets companies that are floated on AIM either comply with AIM's relatively few rules, or explain why it has decided not to comply with them.

Nominated Advisers (Nomads)

Aside from granting leeway in regards to regulatory compliance, the Exchange also mandates continuous oversight and advice by the issuer;s underwritter, referred to as a Nominated Adviser (Nomad). The role of Nomads is central to AIM's regulatory model, as these entities play the role of gatekeepers, advisers and regulators of AIM companies. In advising exch firm as to which rules should be complied with and the manner in which existing requirements should be met, Nomads provide the essential service of allowing firms to abide by tailor-made regulation reducing regulatory costs in the process. Theoretically, Nomads are liable for damages from tolerating misdemeanors on behalf of their supervised companies, including the loss of reputational capital. However, this heavy reliance on Nomads receive fees from the companies they purportedly supervise while, in practice, managing to avoid liability for market misdiscount.

In 2006, the London Stock Exchange launched a review of Nomad activities, resulting in a regulatory «handbook' for Nomads published by the Financial Services Authority in 2007.

How long will it take for the shares to be admitted to trading on AIM?

The actual flotation process will generally take three to four monts from instruction of advisors to admission. However, in practice, the interval between the decision of the board to seek admission to AIM and admission itself is often a great deal longer than this, since thought must be given to matters such as group structure, corporate governance and financial controls and the putting in place of appropriate share-based incentive schemes for the employees of the company. Assuming that these matters are satisfactory dealt with, the timetable for the flotation, the offering structure (placing public offer or both), whether the offer is to be underwritten, whether the offer is to be extended to international investors and the extent of any pre-impact capital reorganisation which is required.

The timetable for the flotation will general be longer if a prospectus (as opposed to an admission document) is required. This is largely because the prospectus must be vetted and approved by the FSA prior to it being published.

A key factor is how much work auditors are required to carry out in order to prepare a long-form report and a short form report and to undertake a working capital review in support of the mandatory statement in the prospectus/admission document regarding the adequacy of working capital for the company's current requirement. Any tax clearances which may be required for any pre-impact reorganisations or any Inland Revenue approval of share-based incentive schemes may also affect the timetable.

What other advisers will I need to appoint and how much will the transaction cost?

Nominated Adviser – The NOMAD plays a key role in bringing the company to AIM and in guiding and advising it on both admission itself and its ongoing obligations after admission. It is the company’s key point of contact with the Exchange and most of its roles and responsibilities are set out in AIM rules. An AIN company must retain the services of a NOMAD at all times. The reason for this is that AIM companies are perceived as being less experienced than Main Market companies and, therefore, are more likely to need advice and expertise. If a company terminates the service of its NOMAD it must notify the market immediately, whereupon the company’s shares will be suspended and the company will have one month to appoint a new NOMAD. Failure to appoint a new NOMAD within one month will result in cancellation of AIM company’s shares.

Reporting Accountants – They are distinct from the company’s auditors and their principal function ss to review the company’s financial results and reporting processes and report to the NOMAD on any areas of concern, primarily by way of a long-form report which will also include a detailed review of the business and assets of the company.

Solicitors to the company – They will advise on the legal aspects of preparing the company for admission to AIM including any pre-impact capital reorganization, the re-registration of the company as a plc, the amendment to or replacement of the company’s constitutional documents, the putting in place of any proposed share-base incentive schemes, the terms of directors’ service agreements, the duties and responsibilities of the directors and general compliance issues, the terms of any placing and/or underwriting agreement and the preparation of verification notes and ancillary documents. Additionally, the company’s solicitors will undertake a legal review covering agreed matters such as regulatory compliance, the terms of the company’s principal agreements, any litigation, employment contracts and such other matters as may be required by the NOMAD for purposes of satisfying itself of the appropriateness of the company for admission to AIM.

Financial PR Consultants – They will be engaged to generate positive press interest and publicity and monitor content and wording of any public statements.

Nominated Broker – The broker “warms up” the market for the issue of the company’s shares and is ultimately responsible for selling those shares to the chosen market, which will generally comprise institutional investors. After the flotation the broker will work with the company to sell to ensure there us a proper market in the company’s shares. An AIM company must retain the services of a nominated broker at all times.

The usual cost for engaging the above advisers on a flotation, is , in aggregate, £500.000-£900.000. As a rough guide, a company can expect to pay 10 per cent, of any money raised in fees.

The typical cost for appointing a NOMAD to advise on admission to AIM is usually calculated as a percentage of any new money raised, typically between 3 and 5 per cent, of the value of the issue, depending on the nature of the obligations assumed by the NOMAD (and inclusive of sub-underwriting commissions). Additionally, a corporate finance fee is generally charged. This may be in the region of £75,000 to £300,000. Approximately £25,000 to £35,000 is charged on an annual basis for a NOMAD’s continued services.

NASDAQ

NASDAQ

Type	Stock exchange
Location	New York City, USA
Founded	February 8, 1971
Owner	The NASDAQ OMX group
Key people	Robert Greifeld (CEO)
Currency	USD
No. of listings	3,800
Indexes	NASDAQ Composite NASDAQ-100 NASDAQ Biotechnology Index
Website	www.nasdaq.com

The NASDAQ Stock Market, known as NASDAQ, is an American stock exchange. “NASDAQ” originally stood for National Association of Securities Dealers Automated Quotations”, but the exchange’s official stance is that the acronym is obsolete. It is the largest electronic screen-based equity securities trading market in the United States. With approximately 3,700 companies and corporations, it has more trading volume than any other stock exchange in the world.

History

It was founded in 1971 by the National Association of Securities Dealers (NASD), who divested themselves of it in a series of sales in 200 and 2001. It is owned and operated by the NASDAQ OMX Group, the stock of which was listed on its own stock exchange beginning July 2, 2002, under the ticker symbol NASDAQ: NDAQ. It is regulated by the Securities and Exchange Commission.

With the completed purchase of the Nordic-based operated exchanged OMX, following its agreement with Borse Dubai, NASDAQ, is poised to capture 67% of the controlling stake in the aforementioned exchange, thereby inching ever closer to taking over the company and creating a trans-atlantic powerhouse. The group, now known as Nasdaq-OMX, controls and operates the NASDAQ stock exchange in New York City – the second largest exchange in the United States. It also operates eight stock exchanges in Europe and holds one-third of the Dubai Stock Exchange. It has a double-listing agreement with OMX, and will compete with NYSE Euronext group in attracting new listings.

When the NASDAQ stock exchange began trading on February 8, 1971, the NASDAQ was the world’s first electronic stock market. At first. Ir was merely a computer bulletin board system and did not actually connect buyers and sellers. The NASDAQ helped lower the spread (the difference between the bid price and the ask price of the stock) but somewhat paradoxically was unpopular among brokerages because they made much of their money on the spread.

NASDAQ was the successor to the over-the-counter (OTC) and the “Curb Exchange” systems of trading. As late as 1987, the NASDAQ exchange was still commonly referred to as the OTC in media and also in the monthly Stock Guides issued by Standard&Poor’s Corporation.

Over the years, NASDAQ became more of a stock market by adding trade and volume reporting and automated trading systems. NASDAQ was also the first stock market in the United States to advertise to the general public, highlighting NASDAQ-traded companies (usually in technology) and closing with the declaration that NASDAQ is “the stock market for the next hundred years”. Its main index is the NASDAQ Composite, which has been published since its inception. However, its exchange-traded fund tracks the large-cap NASDAQ-100 index, which was introduced in 1985 alongside the NASDAQ 100 Financial Index.

Until 1987, most trading occurred via the telephone, but during the October 1987 stock market crash, market makers often didn’t answer their phones. To counteract this, the Small Order Execution System (SOES) was established, which provides an electronic method for dealers to enter their traders. NASDAQ requires market makers to honor traders over SOES.

In 1992, it joined with the London Stock Exchange to form the first intercontinental linkage of securities markets. NASDAQ’s 1998 merger with the American Stock Exchange formed the NASDAQ-Amex Market Group, and by the beginning of the 21^st century it had become the largest electronic stock market (in terms of both dollar value and share volume) in the United States. NASD spun off NASDAQ in 200 to form a publicly traded company, the NASDAQ Stock Market, Inc.

On November 8, 2007 NASDAQ bought the Philadelphia Stock Exchange (PHLX) for US$652 million. PHLX is the oldest stock exchange in America – having been in operation since 1970.

To qualify for listing on the exchange, a company must be registered with the SEC, have at least three market makers (financial firms that act as brokers or dealers for specific securities), and meet minimum requirements for assets, capital, public shares and shareholders.

PART II TRANSLATION