RACING COVID'S CAPITAL CHASM

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RACING COVID'S CAPITAL CHASM
EDISON EXCLUSIVE
                                                                               September 2020

The prospects for capital markets,
equities and economic recovery

RACING COVID’S
CAPITAL CHASM
            COVID-19’s capital chasm               Preparing for the
Chapter 1                              Chapter 3
                                                   capital chasm
            The risks in equity                    Policy recommendations
Chapter 2                              Chapter 4
            capital supply                         and conclusions
RACING COVID'S CAPITAL CHASM
Page 2 of 43

EXECUTIVE SUMMARY
While many companies have tapped the equity markets           Although quantitative easing (QE) has inflated asset valuations,                    Demonstrating a strong
for money since the start of the pandemic, the process of     it has, so far, provided an effective ‘crumple zone’ for the US and                 balance sheet will be
recapitalisation has only just begun. The needs of most       UK economies. However, due to diminishing returns, QE is unlikely                   fundamental, while
are currently unmet and, as at September 2020, it is far      to be sufficient to prevent the emergence of a capital chasm.                      investors are expected
from clear that supply will match demand over the next                                                                                           to be most responsive to
six to 18 months.                                             What other actions should governments take?                                       those seeking to grow,
                                                                                                                                                improve pricing power and
The rate of equity capital raises in Europe has fallen by     Further extending QE beyond its conventional mechanics,                           whose stocks will become
nearly 50% in the last decade. In the US, the average         especially more forays into equity purchases, could be effective.                 more liquid after a raise.
number of IPOs has halved from 300 annually 20 years          To prove optimal, however, a patient capital fund might need to
ago. There has also been a 31.5% year-on-year decline         be larger than market expectations.                                                To de-risk further, companies
in private equity sector activity in Q220.                                                                                                      should be speaking to as wide
                                                              Further government asset purchases should also be bolstered                       an audience as possible by
There is, therefore, significant risk of a capital chasm      by changes to tax incentives and regulations to encourage more                   looking further along the long
– a deep gap between the legitimate need for capital          privately held capital to flow into SMID recapitalisations.                     tail of investors. As there is
and its available supply. This brings with it the potential                                                                                  a small number of very large
to rupture both the US and UK economies.                      To avoid falling down the chasm, we urge all SMIDs to raise                   institutions, investor relations
                                                              sufficient funds at the earliest possible opportunity. Those that            efforts must be spread far beyond
Fidelity has already warned that institutions do not          have yet to do so should begin planning and executing before               the usual suspects, especially in
have sufficient capital for the task at hand and, with        conditions worsen.                                                        the US where investor appetite for
other sources at a low ebb, the risk of a chasm must                                                                                   foreign stocks is often underestimated.
be deemed significant.                                        Even if a wide capital chasm does not emerge, the flow of capital
                                                              may still be restricted to a tighter than usual cohort; investors will
Given investors’ likely flight to safety with any further     be more exacting when picking smaller-cap stock recapitalisations
volatility, small- and mid-cap companies (SMIDs) are          relative to larger ones. It is therefore important that all SMIDs in
most at risk – as well as up to a third of all employment.    need of capital prepare to compete for funding.
RACING COVID'S CAPITAL CHASM
Page 3 of 43

           Ch.
           01
COVID-19’S CAPITAL CHASM
While the process of recapitalising equities has begun,
the needs of most companies have yet to be met.

In the next three to 18 months there is a real risk of a capital
chasm emerging in the US and UK – demand may greatly
outstrip the supply of capital in both territories.

Small- and mid-cap companies are most at risk, but an initial
capital chasm may eat away at the entire economy and trigger
a capital black hole.

Large institutions have warned that they do not have sufficient
capital for the task at hand and, with other sources of capital
at a low ebb, the risk of a chasm emerging is significant.
Page 4 of 43

CH. 01: COVID-19’S CAPITAL CHASM

THERE IS MUCH WE CANNOT CHANGE,
INFLUENCE OR EVEN KNOW
As long ago as April, Richard Staveley, fund manager   However, the uncontrollable issues are not born        With so many unknowns being faced, society
at Gresham House Strategic, made the point to          only of COVID. The global financial crisis (GFC)       continues to debate lives versus livelihoods
Edison that the length of a nation’s lockdown will     of more than a decade ago is also acting as a          and the most adept political responses to
affect what kind of recovery and what kind of          magnifier in the economic environment on many          balance tensions, loosen lockdowns and
economic environment it experiences as it emerges      levels, most notably because interest rates remain     take strides towards new normalities.
from the pandemic. It is perhaps telling that now,     low and nations have not emerged from the low
in September, there remains significant global         yield environment it imposed.                          No one can yet tell where all this will lead.
uncertainty ahead of us, with much anxiety about
the capacity to return to previous levels of           It is also difficult to measure the impact – or even
employment and growth.                                 gauge the implications of – the unrelenting pressure
                                                       that the pandemic is putting on our collective
We are still learning about and exploring the          psyche. Its psychological footprint is magnified by
implications of many factors and constraints that      its proximity to the GFC, which was still relatively
are beyond human control. We cannot currently          fresh, if not raw, in most minds.
affect the mathematics of COVID’s transmission,
how the virus influences mortality and its ability
to mutate.

                                                                                                                                 There remains significant
                                                                                                                                 global uncertainty ahead
Page 5 of 43

CH. 01: COVID-19’S CAPITAL CHASM

WE CAN INFLUENCE THE FLOW OF CAPITAL
Some things are within our control. Governments     Capital is the lifeblood of all corporations and,       We underestimate the lynchpin role of SMIDs
and central banks have responded to the collapse    because demand is necessarily higher during times       in our economies at our peril.
in economic activity by providing massive fiscal    of economic stress, the availability and willingness
assistance programmes and quantitative easing       of capital’s supply becomes critical – not just for     A study by the ESSEC Business School and GE
to offset the liquidity crunch, aiming to avert     corporates individually, but for the economy as         Capital during the last financial crisis (2007–10)
otherwise inevitable large-scale job losses that    a whole.                                                of SMIDs in the UK, Germany, France and Italy
would exacerbate the looming recession. The Bank                                                            highlighted that while these companies represent
of England’s last Monetary Policy Report expects    More specifically, the state into which we emerge       a tiny proportion of overall commercial entities
unemployment to soar once the support from          will be dependent on how large the capital chasm        (between 1% and 2%), they generate one-third
government schemes end, moving from the             is for small- and mid-cap (SMID) companies.             of private sector revenues and one-third of the
current 3.9% to 7.5%.                               While larger businesses will use their scale to sit     respective countries’ employment.
                                                    tight, attract capital and navigate into clearer
However, these programmes are a temporary fix       waters, SMIDs are less resilient and have to work
and some of the funds will have to be repaid.       harder than their larger-cap peers to access capital.
                                                    They don’t have the same access to credit markets,
And so, we contend, there is one factor nation      the same leverage on their lending banks and have
states can strongly influence that has not yet      to overcome challenges in terms of liquidity and
reached popular understanding, and one that is      sufficient equity research coverage. Andy Brough,
critical to the shape of our recovery. The extent   fund manager at Schroders, points out that there
to which a capital chasm goes unbridged over        are parallels to the last financial crisis: companies               The extent to which a capital
the next 12–36 months will likely determine         need funds to reach ‘escape velocity’ on their                      chasm goes unbridged will
the trajectory of our economic outcomes.            journey back from crisis to growth.
                                                                                                                        determine economic outcomes
Page 6 of 43

CH. 01: COVID-19’S CAPITAL CHASM

WE CAN INFLUENCE THE FLOW OF CAPITAL

In total, they contributed $1.5tn to GDP and while   So now is the right time to evaluate their current
large companies in Europe lost 1.5 million jobs      chances and ascertain how the capital might be
during the crisis, SMIDs added 280,000.              provided, as the quality of these assesments will
                                                     dictate our eventual economic outcomes. We have
Yet we also know that this resilient potential for   seen that policy can be swiftly implemented where
future job growth is strongly linked to the need     the political will exists.
for capital and the health of the IPO market.
Data from the US from IHS Global Insight show that
92% of job growth occurs after a company lists.

As the extreme circumstances imposed by
lockdowns ease in the UK and across much of the
US, many SMIDs are in a race to cross their own
capital chasms. The most fortunate are not just
hoping to weather the pandemic, but to position
themselves and exploit the growth opportunities
the crisis has created.

                                                                                                          92% of job growth occurs
                                                                                                          after a company lists
Page 7 of 43

CH. 01: COVID-19’S CAPITAL CHASM

NO OBVIOUS WAY ACROSS THE CAPITAL CHASM
Aside from the government, there are three main         Given that the overall number of corporates has not   According to PitchBook: ’Sellers pressed pause
sources of capital: banks, public markets and private   changed significantly, we can unambiguously state     on plans to offload portfolio companies, lenders
investment. By the mid-20th century, public equity      that more chose to fund themselves without going      focused on existing loans and deal makers assessed
markets had joined banks as the primary financiers      public. In fact, equity markets were pushed into      how best to revise their strategies.’
of global capitalism.                                   second place by venture capital (VC) and private
                                                        equity (PE).                                          The climate, therefore, does not seem to suggest
However, there have been significant recent changes.                                                          that a surge in private financing will cover a
One of the most significant capital market impacts      As the reason behind the shift was the desire to      potential capital chasm.
of the GFC was its challenge to the reliance of         reduce reliance on bank-based financing, this turns
corporates on bank-based financing. With collective     out to be somewhat paradoxical. In many cases, the    If the last few months are indicative, COVID seems
opinion having lost faith in banks, policy makers       closeness of the relationship between PE firms and    to have reversed the preference switch from
and businesses spent more than a decade seeking         banks facilitates much higher leverage. And, given    private to public equity markets. The evidence for
alternative sources.                                    current economic conditions, we suspect many of       heightened capital demand is almost exclusively a
                                                        these financing structures will be severely tested    public equity phenomenon.
This demand-led search did not show up in the           in the coming months.
public markets and IPOs. European rates fell by
nearly 50% in a decade, from 380 per year between       There is also good reason to doubt the appetite
1997 and 2007 to 220 per year between 2008              for new private financing in the current climate.
and 2018. In the US, the average number of IPOs         PitchBook Data shows that PE deal volumes in
                                                                                                                             We suspect many private
has halved from 300 IPOs 20 years ago to                Europe have fallen to the lowest levels since 2013,
150 IPOs today.                                         declining 31.5% in Q220 on a year-on-year basis.
                                                                                                                             equity financing structures
                                                                                                                             will be severely tested
Page 8 of 43

CH. 01: COVID-19’S CAPITAL CHASM

NO OBVIOUS WAY ACROSS THE CAPITAL CHASM

During H120, £55bn was raised in Europe through       So will the public markets naturally emerge as the     There are other reasons to be concerned about
IPOs and follow-ons, with London accounting for       way forward?                                           capacity more generally – US small-cap capital
43% of the total. This £23.7bn for H1 is 15% more                                                            raising is up year to date, but the public capital-
than the total raised across the whole of 2019. IPO   There certainly seems to be deeper potential           raising sector focus for US small-cap companies
activity has remained subdued, but since 1 March,     following on from the initial reaction. And capital    is predominantly biotech and special purpose
£17.4bn was raised in 249 follow-ons in the London    raisings after the GFC amounted to £100bn in           acquisition company’s (SPACs) dominant, with little
market as companies raced to recapitalise.            the UK.                                                activity outside these two areas.

In the US meanwhile, $136bn has been raised in        However, the need for funding is greater and more      So with banks remaining out of favour and unready,
H220. This is up a not in considerable $109bn for     broadly spread now than it was during the financial    private equity appearing to be caught in the
the comparative period in 2019.                       crisis – certainly much more than the £23.7bn raised   pandemic’s headlights and doubts over the capacity
                                                      to date. And yet the direction of change in the        of equity markets, there appears to be the very real
And while the volume of IPOs fell from 92 in H119     past 12 years does not support an argument             possibility of a capital chasm – a shortfall in the
to 73 in H120, the reduction is perhaps smaller       of for increased capacity in equity markets.           funding needed to get us from the present day to
than we might have expected during a global           For example, UK pension funds, which used to           a brighter economic future.
pandemic. US IPOs raised $26bn and 59 of these        absorb about 60% of UK new issuance, are now in
were for sub-$1bn market cap companies, raising       de-risking mode and take up only around 20%
a total of $11.6bn. 556 follow-ons raised $110bn,     of new issuance.
up from the $76bn raised in H119. Sub-$1bn
market cap companies represented 369 of
these follow-ons, raising $9.6bn in H220,                                                                            $136bn has been raised in H220,
up from $7.9bn raised in H119.
                                                                                                                     up a not inconsiderable $109bn
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CH. 01: COVID-19’S CAPITAL CHASM

NO OBVIOUS WAY ACROSS THE CAPITAL CHASM

This conclusion will not come as a surprise to some well-positioned commentators. Leading institutional    As these comments implicitly acknowledge,
asset management leaders have already highlighted that their industry cannot cross this chasm alone:       in determining how to cross the capital chasm
                                                                                                           we should also remain very conscious that all
• Anne Richards, Fidelity International’s CEO,           • Peter Harrison, CEO of Schroders, has stated    sources of capital are part of the same ecosystem.
  flagged that the asset management industry               that companies need more equity, not debt to    Corporates remain reliant on bank financing and
  would struggle to provide sufficient capital             secure jobs and promote growth. He has pushed   the PE and VC industries need thriving equity
  to fix the solvency issues which public                  for the UK government to create a £20–30bn      markets to function as exit routes. The European
  businesses face as they emerge from lockdown.            patient capital fund to allow companies to      IPO Task Force 2020 report makes a number of
  She expressed concern that the scale of the cash         maintain investment plans                       recommendations on how to achieve this, including
  required to repay the public funding businesses          and protect jobs.                               simplifying regulatory requirements, creating
  have received will be so large that                                                                      an equity culture in Europe, allowing retail to
  it would depress recovery, and emphasised                                                                participate more in IPOs, improving tax incentives
  that as businesses recapitalise it is important they                                                     for IPOs and promoting the provision of equity
  are able to access as many pools of                                                                      research on SMEs.
  capital as possible.

                                                                                                           Companies need more equity, not debt,
                                                                                                           to secure jobs and promote growth
Page 10 of 43

          Ch.
          02
THE RISKS IN
EQUITY CAPITAL SUPPLY
Equity investors have, so far at least, been very supportive
of companies looking to capitalise on growth opportunities,
even in hard-hit sectors.

Moving forward, the potential for volatility is locked in;
uncertainty is the only certainty.

Further lockdowns and slower, flatter recoveries will
greatly increase the risk of a capital chasm emerging.
Page 11 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

SEEK AND (SO FAR) YOU SHALL FIND
The initial evidence for the willingness and ability of   The crossover point of capital raises in the hardest     In healthcare, the London market raised £2bn
equity markets to supply capital to companies during      hit sectors by companies looking to fund growth          in 40 deals in H120. Not all of this was COVID
the crisis is positive.                                   opportunities was particularly notable. Segro’s          related, as the London Stock Exchange (LSE) noted
                                                          £680m raise supported European expansion and             that only 11 deals – £278m of the funds raised –
As the epitome of contact reduction businesses,           Supermarket Income REIT’s oversubscribed                 mentioned COVID. Synairgen raised £14m to fund
we might well expect the e-commerce cases from            £140m raise was to add further grocery assets.           its highly successful trial of SNG001, a respiratory
Ocado, Boohoo and ASOS, which raised £1.1bn in                                                                     drug for COVID patients, while Oxford Biomedica
aggregate, to have been successful.                       Investors also backed raises such as Wetherspoon’s       raised £40m, in part to fund its COVID vaccine
                                                          £140m ask where they saw an opportunity for              development and manufacture as part of the Jenner
Yet companies in the sectors hardest hit by               management to grow the company’s share in a              Institute consortium.
COVID-19 – travel and leisure, real estate and retail     declining market and thus improve pricing power.
– were able to raise funds as well. Sectors looking                                                                Technology was also well supported in London, with
to capitalise on potential growth opportunities –         But perhaps more significant as an indicator of total    42 H1 deals raising £4.4bn. With changing market
gaming, e-commerce, healthcare and TMT – were             investor appetite and the depth of pockets, there        dynamics, many companies raised money to support
also well taken care of.                                  were a number of rescue rights issues as well. Aston     their acquisition activities – our notes on Boku and
                                                          Martin Lagonda, Ted Baker, easyJet and Kier Group        Keywords Studios contain more details.
This success was consistent across all market             all raised money to shore up their balance sheets
cap bands.                                                and weather the downturn.

                                                                                                                  Companies in the sectors hardest hit by
                                                                                                                  COVID-19 were also well taken care of
Page 12 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

SEEK AND (SO FAR) YOU SHALL FIND

In the UK’s sub-$1bn market cap bracket, funds           London
were quite evenly distributed between five sectors,
                                                                                         Number     Total capital      % of total
each of which benefited from 12–19% of capital-          FTSE industry
                                                                                         of deals    raised ($m)    capital raised
raising volume, including healthcare with 14%.
                                                         Basic materials                      45             260                7
In the US, the dominant sectors by far were financials
and healthcare, with the weight towards follow-          Consumer discretionary               21             552               15
on activity. Together they represented 87% of            Consumer staples                      2              31                1
total capital raised and 94% of IPO capital raised
by smaller companies – the financials component          Energy                               19             129                4
being heavily driven by SPAC and investment              Financials                           44             707               19
fund IPOs.
                                                         Healthcare                           33             607               17
We find these trends concerning when considering
                                                         Industrials                          22             481               13
the potential for equity markets filling the
capital chasm.                                           Real estate                           7             447               12

                                                         Technology                           18             290                8
Is the US smaller company capital raising
environment extremely narrow from a sector               Telecommunications                    2               7                0
perspective due to the lack of willingness in supply?
                                                         Utilities                             4             160                4
Or have other sectors not been active in testing
investors’ appetites?

                                                         Source: London Stock Exchange
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CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

SEEK AND (SO FAR) YOU SHALL FIND

US (NYSE & NASDAQ)
                                             Number     Number    IPO capital    FO capital   Number     Total capital      % of total
Market cap range
                                              of IPOs    of FOs   raised ($m)   raised ($m)   of deals    raised ($m)    capital raised

Basic materials                                              11                         45         11              45                0

Consumer discretionary                             4         23          180           971         27           1,151                5

Consumer staples                                              6                        113          6             113                1

Energy                                                        5                        101          5             101                0

Financials                                        32         14        8,483           354         46           8,837               42

Healthcare                                        17        236        2,458         7,003        253           9,461               45

Industrials                                                  28                        246         28             246                1

Real estate                                        1          2          102           171          3             272                1

Technology                                         5         33          373           463         38             836                4

Telecommunications                                            2                          7          2               7                0

Utilities                                                     1                         13          1              13                0

Source: Factset
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CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

UNCERTAINTY REMAINS THE ONLY CERTAINTY
We cannot predict how equity raises will be faring      Alliance Bernstein provides a solid perspective of the (skewed) nature of the bounce. Aside from the primary
by the end of 2020 – too may significant factors        driver of quantitative easing (QE) creating a vast supply of cheap capital, two trends stand out for stimulating
exist for a reasonable prediction to be made. There     investor demand:
is a very large range of credible potential scenarios
– since the unlikely yet abjectly bleak emergence       1. The signal of stringency:                               2. Animal spirits in retail, also known as the
of not just a capital chasm but a capital black hole       Stimulus packages and the initial easing of                Robin Hood effect:
sucking in the rest of the economy, to the far rosier      lockdown tempted professional investors back               Reports from Australia, China, Korea, Singapore,
situation where no chasm emerges.                          into the market, relieved to find the Q1 spasm             the UK and the US have demonstrated the impact
                                                           was short and sharp. Market movement was                   of retail investors and their active participation
However, when planning for the next six months,            then driven by the stringency of lockdown.                 in the market since March. Charles Schwab had
we can find distinct clues in recent patterns to help      Exhibit 1 compares the stringency of lockdown              a 126% increase in daily active trades in Q220
understand which situations are most likely to occur.      based on an index published by Oxford                      compared to the same period in 2019, with the
Unpicking that knot is therefore worthwhile.               University and the MSCI World Index.                       1.62m active daily trades also ahead of the Q120
                                                                                                                      figure of 1.54m. This risk-embracing activity
Firstly, we must assume that the potential for                                                                        has been seen around the globe, with platforms
astounding volatility remains.                                                                                        including the trend’s eponymous Robin Hood,
                                                                                                                      Hargreaves Lansdown, AJ Bell, Plus500 and
With a growing belief that valuations were already                                                                    IG Group all reporting surges.
stretched, Q120 saw the fastest market drop in
history. Yet stocks then rebounded in Q2 on the
auspices of massive government stimulus packages.                                                                                  Risk-embracing activity has
The MSCI World Index was up 18.5% in Q220,
                                                                                                                                   been seen around the globe
leaving it down 5.8% for H120.
Page 15 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

UNCERTAINTY REMAINS THE ONLY CERTAINTY

As well as understanding why the demand occurred, it is also revealing to consider where it was strongest.
This pattern provides particular insight into the likely immediate appetite of investors for capital raises
across geographies and economic sectors. And, in broad terms, these are the key phenomena:

1. US tech led the global charge:                       3. Cyclicals outperformed defensives,                 4. Healthcare and basic resources performed
   The US’s tech-heavy indexes were rewarded for           growth outperformed value:                            strongly in the UK and US markets:
   hosting companies facilitating remote working,          Exhibits 3 and 4 show cyclicals benefiting from       Drilling down in the sectors, Exhibits 5 and 6
   e-commerce, in-home leisure and non-contact             the market recovery while growth continued            show the top five and bottom five performing
   digital products and services.                          to outperform value. The Global Industry              sectors in terms of returns from 1 March 2020
                                                           Classification Standard (GICS) supersectors           to 30 June 2020. Healthcare has been a strong
2. Smaller companies stood out:                            classify consumer staples, healthcare, telecoms       beneficiary of investors looking for ’coronavirus
   Despite the segment’s narrow capital raising,           and utilities as defensives, while cyclicals          stocks‘ while mining plays have been driving the
   US small-caps were the best performing, ahead           include technology, consumer discretionary and        returns in the basic resources sector, in part as
   of US large-caps. The UK has also seen smaller          industrials. Value stocks include a large number      investors look at the improving earnings and
   companies performing strongly. While the                of banks, where the outlook for lower interest        fundamentals as the gold price hits new highs.
   FTSE All-Share and the FTSE 100 indexes                 rates and higher defaults is contributing to the      We will look at both these phenomena in
   underperformed in Q220, the FTSE AIM All-               underperformance.                                     greater detail in subsequent chapters.
   Share delivered a 29.5% return, coming close
   to the NASDAQ Composite return of 30.6%.

                                                                                                                                 The FTSE AIM All-Share
                                                                                                                                 delivered a 29.5% return
Page 16 of 43

               CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

               UNCERTAINTY REMAINS THE ONLY CERTAINTY

               Exhibit 1: Global stocks vs lockdown measures                                                               Exhibit 2: US leading the returns while the UK underperforming
                                                                                                                                                US Small-caps                                                   25.4
               MSCI World Index Value          Countries easing lockdown measures (%)                                                                                                                                                       MSC
             8,500                                                                      50                                                      US Large caps                                            20.5
                                                                                                                                US Small-caps                                               25.4
SCI World Index Value           Countries easing lockdown measures (%)                                                                           MSCI World                                            18.5                    MSCI World Supers

                                                                                               Easing
500                                                                50                                                           US Large caps                                       20.5
                                                                                                                                                     Australia                                     16.8
                                                                                                                                MSCI World                                        18.5

                                                                           Easing
                                                                                                                                          Emerging markets                                        16.7
                                                                                        0                                          Australia                                 16.8                                                              1
                                                                                                                                                     China                                       15.8
                                                                                                                           Emerging markets                                  16.7                                                             -
               6,500                                               0                                                                        Europe excl. UK                                     14.7                              12.5        1
                                                                                                                                      China                                 15.8
500                                                                                                                                                  Japan                                11.3                                   -13.8        -3

                                                                                               Tightening
                                                                                        -50                                  Europe excl. UK                               14.7
                                                                                                                                                         UK                              10.2
                                                                           Tightening                                                 Japan                          11.3
                                                                   -50
                                                                                                                                           UK                       10.2
               4,500                                                                    -100                                                                                                                                                Def
                       Jan 20    Feb 20    Mar 20    Apr 20    May 20     Jun 20
500                                                                -100                                                                                                                                                        Defensives   Fina
      Jan 20    Feb 20     Mar 20     Apr 20    May 20    Jun 20
               Source: Alliance Bernstein, Lopsided equity rally                                                           Source: Alliance Bernstein, Lopsided equity rally
                       highlights growing market risks, 6 July 2020                                                                highlights growing market risks, 6 July 2020

                                Health care                                                                                Personal care, drug and grocery stores
     Personal care, drug and grocery stores                                                                                                               Media
               Health care                                                                                  Personal care, drug and grocery stores
                           Basic resources                                                                                                           Technology
re, drug and grocery stores                                                                                                                Media
                               Technology                                                                                                            Health care
           Basic resources                                                                                                           Technology
                      Telecommunications                                                                                                       Basic resources
               Technology                                                                                                            Health care
              Construction and materials                                                                                                             Insurance                                                                                 I
Page 17 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

UNCERTAINTY REMAINS THE ONLY CERTAINTY

Exhibit 3: Cyclicals outperforming defensives                                               Exhibit 4: Growth outperforming value

MSCI World
      MSCISupersector
           World Supersector
                      returns (percent)
                              returns (percent)                                          MSCIStyle
                                                                                   MSCI World World  Style
                                                                                                   Index   Index (percent)
                                                                                                         returns returns (percent)

   12.5   12.5 11.3     11.3 19.7      19.7 26.6    26.6
                                                      2Q       2Q                    11.8    11.8 24.6    24.6    9.0    9.0   18.9     2Q
                                                                                                                                      18.9   2Q
  -13.8 -13.8 -30.2 -30.2 -34.1 -34.1 -18.7 -18.7
                                               1Q              1Q                   -26.0 -26.0 -14.2 -14.2 -14.7 -14.7 -14.5 -14.5
                                                                                                                                 1Q          1Q

       Defensives
Defensives          Financials
             Financials         Resources
                          Resources           Cyclicals
                                      Cyclicals                                     Value ValueGrowthGrowth
                                                                                                         Minimum  Minimum  QualityQuality
                                                                                                          volatility
                                                                                                                   volatility

Source: Alliance Bernstein, Lopsided equity rally                                           Source: Alliance Bernstein, Lopsided equity rally
        highlights growing market risks, 6 July 2020                                                highlights growing market risks, 6 July 2020

                           Segments
                                 Segments
                                     % of Index
                                             % ofEarnings
                                                  Index EarningsKey companies
                                                                      Key companies Key companies
                                                                                          Key companies
                                                                                                  (index weight)*
                                                                                                          (index weight)*
                           MSCI UKMSCI UK                MSCI UKMSCI%UK
                                                                      Seg % Seg
                                       2019 2019
                           Wgt (%)Wgt (%)   2020 2020
                                                  2021 2021
                                                         Wgt (%)Wgt (%)
                                                                    sector sector
   Internationals
          Internationals   59     59    49%       49%
                                                  62%   62%
                                                         57%    57%
China    China                      15.8        15.8
        6,500    6,500                                                                                                                                                                                          -
                                                                                                                           Europe excl.
                                                                                                                                   Europe
                                                                                                                                        UK excl. UK                      14.7        14.7
                                                                                                                                      Japan    Japan               11.3        11.3
                                                                                                                                                                                              Page 18 of 43

                                                                           Tightening

                                                                                             Tightening
                                                                 -50       -50
                                                                                                                                         UK       UK              10.2        10.2

        CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY
        4,500 4,500                                            -100   -100                                                                                                                                    Def
        UNCERTAINTY
             Jan 20 Jan
                     Feb    REMAINS
                        2020 Feb
                              Mar       THE
                                 2020 Mar
                                       Apr20  ONLY
                                           20 Apr
                                               May     CERTAINTY
                                                  2020 May
                                                        Jun20
                                                            20 Jun 20

        Exhibit 5: Top five and bottom five performing sectors in the UK                                  Exhibit 6: Top five and bottom five performing sectors in the US
                  since 1 March 2020                                                                                since 1 March 2020

                         Health care
                                 Health care                                                              PersonalPersonal
                                                                                                                  care, drugcare,
                                                                                                                             anddrug
                                                                                                                                  grocery
                                                                                                                                      andstores
                                                                                                                                          grocery stores
PersonalPersonal
        care, drugcare,
                   anddrug
                        grocery
                            andstores
                                grocery stores                                                                                           Media Media
                     Basic resources
                              Basic resources                                                                                       Technology
                                                                                                                                           Technology
                         Technology
                                Technology                                                                                          Health care
                                                                                                                                            Health care
                Telecommunications
                       Telecommunications                                                                                      Basic resources
                                                                                                                                        Basic resources
         Construction
                Construction
                      and materials
                             and materials                                                                                           Insurance
                                                                                                                                             Insurance                                                          I
                                                                                                                                                                                                                C
              Automobiles
                    Automobiles
                          and partsand parts                                                                                  Travel and
                                                                                                                                       Travel
                                                                                                                                         leisure
                                                                                                                                              and leisure                                                       F
                   Travel and
                            Travel
                              leisure
                                   and leisure                                                                                      Real estate
                                                                                                                                            Real estate                                                         H
                                                                                                                                                                                                                I
                         Real estate
                                 Real estate                                                                                            Energy Energy
                                                                                                                                                                                                                D
                   FinancialFinancial
                             services services                                                                                           Banks    Banks                                                         F
                                                                                                                                                                                                                D
                                        -50      -50   0   0       50                   50                                                         -25      -25           0           0      25    25           S
                                                                                                                                                                                                                E
                                                                                                                                                                                                                E
        Source: Refinitiv                                                                                 Source: Refinitiv                                                                                     M
                                                                                                                                                                                                                M
-13.8           -30.2        -34.1      -18.7       1Q                           -26.0        -14.2         -14.7       -14.5
 UK                          14.7
pan                    11.3
 UK                   10.2                                                                                                                                                  Page 19 of 43

             CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY
                                                                    Defensives   Financials   Resources      Cyclicals                                 Value       Growth       Minimum      Quality
            UNCERTAINTY REMAINS THE ONLY CERTAINTY                                                                                                                              volatility

             In retrospect, as ever, the above trends seem            We already see this reflected in the earnings                   of earnings contribution to the index from
             obvious. And, from a smaller-cap perspective             composition of the FTSE 100, with large                         pre-COVID levels (2019) at the expense of
y stores     of needing to raise equity capital, it is relatively     international companies increasing their share                  domestically focused and energy companies.
             cheering, added to which we must remember
 Media
             that, historically, small- and mid-cap stocks have
nology                                                                                        Segments     % of Index Earnings    Key companies         Key companies (index weight)*
             outperformed as the economy moves back into
th care      recovery. While noting that SMID stocks were                                     MSCI UK                             MSCI UK     % Seg
ources                                                                                        Wgt (%)      2019    2020    2021   Wgt (%)     sector
             hit harder in the Q120 falls, we did see this in
urance       the Q220 performance.                                    Internationals          59           49%     62%     57%
                                                                      Consumer staples                     14      21      17     16          95        Diageo, BAT, Reckitt, Unilever
leisure                                                               Financials                           15      14      15     13          93        AstraZeneca, Glaxo
 estate       However, given the depth of the economic                Health care                          8       13      11     8           83        HSBC, StanChart, Prudentia
              catastrophe, there is a debate that this time it is     Industrials                          7       8       8      6           62        RELX, BAE, Experian, Ferguson
Energy
              different. Small- and mid-cap outperformance            Domestics                            16%     15%     14%
 Banks                                                                Financials                           7       5       5      3           63        Lloyds, RBS, Legal & General
              is predicated on a recovery and if this recovery
                                                                      Discretionary                        3       2       3      2           53        Next, Persimmon, Whitbread
           -25is more protracted,
                             0     then as Tom25 Stevenson,           Staple                               2       3       2      1           73        Tesco
              fund manager at Fidelity points out ’in a slower,       Energy/Materials                     27%     17%     21%
              flatter recovery, investors will continue to favour     Energy                               16      3       10     12          100       BP, Royal Dutch
              big reliable companies with pricing power. This         Materials                            11      14      11     9           77        Rio Tinto, BHP, Glencore, Anglo Am
              argues for larger rather than smaller companies.’       MSCI UK                                                     71

             We conclude that until there are tangible signs of       Source: Bloomberg Intelligence
             a recovery, investors are likely to focus on pricing     Note: Domestics have 70% of sales in the UK; Internationals have 70%+ abroad * Green companies
             power, balance sheet strength and stock liquidity.               have biggest contribution to estimated 2021 EPS growth. As of July 15, 2020
Page 20 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

THE BASIS OF ONGOING VOLATILITY
While we can divine a broad list of favoured       In fact, the pattern of Q2 returns suggests five clear sources of volatility in H220,
investment characteristics from recent history –   with stark implications for the likelihood of the emergence of a capital chasm:
and smaller-cap companies in tech and healthcare
with a strong balance sheet, good liquidity and    1. The risk of a continued first – or even second –          2. Removal of government support:
US exposure have the most to be thankful for –        wave, fuelling stringent lockdown:                           As employment and furlough schemes unwind,
nothing can fundamentally override the crisis         There is no reason to believe the correlation                as deferred taxes have to get paid back and as
situation and the potential for further extreme       between market performance and lockdown                      interest payments start to kick in on government
volatility. There is no room for complacency.         stringency will weaken. Nations which cannot                 support loans, we would anticipate further
                                                      control the virus without stringent lockdowns                job losses with a resulting knock-on effect on
                                                      will therefore be less attractive for capital.               consumer demand. All of the above lead to
                                                      While a case can be made to invest in some                   earnings growth being depressed. The global
                                                      of the sectors most affected by COVID                        economy is going through a major recession
                                                      at distressed valuations (hotels, airlines,                  and there are likely to be negative surprises as
                                                      restaurants, entertainment venues and retail                 companies come to report earnings in H220.
                                                      outlets) on the basis that consumer behaviour
                                                      has a short memory and by December you may
                                                      see a return to more normal levels of activity,
                                                      this is unlikely to be the case if we move back
                                                      into a more stringent lockdown in the winter.

                                                                                                                                Nothing can fundamentally
                                                                                                                                override the crisis situation
Page 21 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

THE BASIS OF ONGOING VOLATILITY

3. A rush of earnings data:                            4. Growth in concentration risk:                           5. Changes in the way we do things:
   Next, which we see as a role model in strategic        As investors looked for liquid defensive names able        Unlike the financial crisis, consumers’ habits and
   assessment, set out in its earnings release a          to grow and ride out the coronavirus impact, there         preferences have changed during confinement
   section on ’forecasting the unforecastable year‘.      has been a crowded trade as institutional and              and will leave some businesses stranded unless
   With so much uncertainty, many companies have          retail investors put money into the same stocks.           they quickly develop new ways to meet their
   withdrawn guidance and investors are without           This is most apparent in the technology sector.            customers’ needs. The challenge for both
   the earnings data to make valuation assessments        The largest five US stocks (Microsoft, Apple,              corporates and investors is correctly predicting
   and monitor earnings revisions. This will not end      Amazon, Alphabet and Facebook) accounted for               what the future might look like; do we start
   well if investor assumptions are shown to lack         36.9% of the entire Russell 1000 benchmark as              returning to our places of work, do we start to
   sufficient imagination to capture the extent of        at 30 June 2020. Our equity strategist Alastair            fly as much as we used to, do we eat out as much
   the downturn.                                          George reflects that investors have responded by           as we used to?
                                                          creating a new class of ’digital defensives‘ which
                                                          have strongly outperformed the overall market.
                                                          This in itself poses a risk as historically such
                                                          concentrations have reversed, and as Alastair
                                                          notes, the valuations for the technology sector are
                                                          at a five-year high on a forward price to book basis.
                                                          While these digital defensives have benefited
                                                          from the shift to working at home, they are not
                                                          immune to an economic downturn and if those
                                                          homeworkers start to lose their jobs.                      Investors are without the earnings
                                                                                                                     data to make valuation assessments
Page 22 of 43

CH. 02: THE RISKS IN EQUITY CAPITAL SUPPLY

WHAT WILL THE FUTURE HOLD?
The only conclusion that can be drawn is that the          For instance, given the level of uncertainty and the     The question for SMIDs then becomes: ‘How could
risk factors and system complexity present in the          very high stakes, a single dramatic academic paper       we increase our chances of being in that cohort
current situation are such that even the near future       could convince governments to withdraw support           while markets are in the grip of a capital chasm?’
is impossible to predict.                                  too early; or the winter might bring a renewed wave
                                                           of a mutated virus which will not be responsive          And the question for governments is:
On the plus side, current levels of capital requirements   to the vaccines or treatments about to become            ‘How do we prevent or, as a last resort,
have been met. While high-profile names are going          available; or earnings data could reveal that SMIDs      fix the emergence of a capital chasm?’
into administration, especially restaurants and retail     are less well-placed to survive the pandemic than
on the High Street, there has been no general collapse     the market had been assuming.
in the availability of finance for viable businesses.
                                                           In any of these and innumerable other scenarios,
All of this points to the very worst scenario remaining    investors may swing behind the relative safety of
possible but being unlikely. And the same can be           larger stocks and be highly selective on the capital
said for the very best outcome. However, some of           funding requirements of SMIDs. It might not be that
the seemingly more likely outcomes in between              the supply of capital would dry entirely, but it might
the extremes do include a capital chasm for SMIDs.         be so constricted so as to be only available to a very
There is a plethora of circumstances that could act        tight cohort.
as a trigger.

                                                                                                                                         Even the near future is
                                                                                                                                         impossible to predict
Page 23 of 43

          Ch.
          03
PREPARING FOR
THE CAPITAL CHASM
The most effective way to avoid the chasm is to raise               The surest way a SMID can avoid the risk of a capital chasm is
equity capital as soon as possible.                                 to raise sufficient funds at the earliest possible opportunity.
                                                                    Ocado and dozens of others have clearly demonstrated how
With high demand for equity capital, it will be important to find
                                                                    to execute such a strategy.
less well-known pools that other businesses will not exploit.

The US is the world’s largest equity market and is therefore        However, many smaller businesses in other sectors were unable
of particular importance – it has the deepest pool of investors,    to make such a positive and immediate response. Given this,
with long-tail distribution across both geography and scale.        how should they now go about it?

The most successful equity stories are likely to emphasise          The first task is to understand the investor and market
pricing power and stock liquidity.                                  landscapes we are facing into.
Page 24 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

HITTING THE RIGHT MARKET
The London Stock Exchange’s Alternative Investment      Exhibit 7: Average market capitalisation   Exhibit 7a: Market capitalisation distribution
Market (AIM) and the US Nasdaq have historically                  at IPO ($m)                                  – June 2020
supported smaller, growth businesses in the UK
and US. As AIM celebrates its 25th anniversary, it is                        AIM     Nasdaq                            AIM      Nasdaq         AIM       Nasdaq
important to understand and exploit the changing
market conditions and dynamics between them.            2015                95.92      504.88      $0–5m                123          14         15%          1%

                                                        2016               100.63      504.24      $5–10m                 94         52         11%          2%
A key structural difference is their orientation.
Nasdaq has a strong bias towards larger companies,      2017               103.69      450.12      $10–50m              266         430         32%         16%
whereas AIM - despite a modest increase in the size
                                                        2018               112.17      846.84      $50–100m             127         261         15%         10%
of companies completing IPOs – remains focused
on smaller businesses.                                  2019               140.72    1,089.95      $100–500m            172         838         21%         31%

                                                                                                   $500m–$1bn             25        306             3%      11%

                                                                                                   $1–5bn                 21        527             3%      19%

                                                                                                   $5–10bn                 1        113             0%       4%

                                                                                                   $10bn+                  0        204             0%       7%

                                                                                                   Total                829       2,745       100%         100%

                                                        Source: Dealogic                           Source: London Stock Exchange
Page 25 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

HITTING THE RIGHT MARKET

Despite this difference, AIM and Nasdaq are often        Of course, both AIM and the Nasdaq have          Key, therefore, to maximise benefit from an existing
thought of as competitors, whereas they are in fact      drawbacks for Small-mid capitalised companies    listing on either market, especially when looking
entirely complementary. AIM is the sweet spot for        (SMIDs). Unattractive valuations and a lack of   for a follow-on, is to reach far beyond well-known
companies valued between $30m and $500m.                 liquidity leave some frustrated with AIM.        holders of AIM and Nasdaq stocks. SMIDs should
It serves as a bridge to larger, more liquid indices     Nasdaq, meanwhile, is relatively expensive       also be focusing on less well-accessed pools of
such as the London Main Market or Nasdaq. And            and more heavily regulated. Its investor base    equity capital.
AIM’s attractions should be carefully considered.        also has a reputation for being rather fickle,
With less burdensome regulatory requirements,            with retail holders always hungry for positive
it offers small issuers the benefits of a longer-term,   news to justify holdings.
buy-and-hold investor base that understands
smaller companies.

In the US, by contrast, the abundance of Venture
Capital (VC) and Private Equity (PE) investment
means companies typically list on Nasdaq later in
their business cycle, and at much larger valuations.
As Exhibit 1 shows, the average market cap of a
Nasdaq IPO was just over $1bn in 2019.

                                                                                                                         AIM and Nasdaq are in fact
                                                                                                                         entirely complementary
Page 26 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

MAPPING OUT SOURCES OF EQUITY CAPITAL
To access as much capital as possible, it is vital to have        Exhibit 8: Ownership of London-listed stocks, 2018
a map of the territory being searched. Yet comparing
the equity landscape across European countries and                                       Charities
the US is challenging. The data sources are compiled                                         Banks
with different lag times, actual beneficial ownership                           Investment trusts
is masked by nominee accounts and there is no                     Private non-financial companies
like-for-like standard across these two territories.
                                                                                     Public sector
To provide a picture of equity ownership, we focus
                                                                                    Pension funds
on the UK and draw some comparisons to European
and US data.                                                                 Insurance companies
                                                                       Other financial institutions
                                                                                        Unit trusts
The map of stock ownership in the UK
                                                                                       Individuals

The latest release of data from the UK’s Office for                              Rest of the world
National Statistics (ONS) shows ownership for the                                                     0       10      20         30   40          50    60
year 2018 (see Exhibit 2) and covers incorporated                                                     % of UK equity ownership             2018        2012
companies listed on the London Stock Exchange.
                                                                  Source: UK’s Office for National Statistics
In terms of making sense of what this means for capital
raising activities ahead of the potential chasm, there
are several trends to note. Three segments are on            US holdings of foreign equi�es (US$tn)                                    It is vital to have a map ofUS$bn
                                                                                                                                                                    the
the up proportionately, while two are in decline.            10                                                                        territory being searched50,000
                                                              9
                                                              8                                                                                                        40,000
Page 27 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

MAPPING OUT SOURCES OF EQUITY CAPITAL

London is a deeply international market:                  Retail investors matter:                               Institutions are persistent and rather consistent:
There is a significant and increasing flow into UK        UK-based retail investors account for 13.5%            Institutional ownership, an aggregate of unit trusts,
stocks from international investors, both institutional   ownership. This has also been growing, up from         investment trusts and others, accounts for 19.1% of
and retail. ONS data has international ownership          10.6% in 2013, with platforms such as Hargreaves       overall ownership, up just 1.3% from 2012, and shows
at 54.9%, with the US and Canada accounting for           Lansdown, AJ Bell and Interactive Investor             no particular skew for large-cap or SMID equities.
about half of this. There is a general consensus that     reporting growth in account openings and inactive
UK stock prices, held back by concerns over Brexit,       accounts reactivating. Retail investors are more       What is notable for the small- and mid-cap sector
have looked increasingly attractive from overseas.        active in SMIDs, and hold 25% of AIM, c 20% of         in the UK is concentration. Citywire data has
While the ownership is skewed towards larger stocks       non-FTSE 100 stocks on the Main board and yet          a total of 425 UK equity funds, with 323 fund
– with international holders of the FTSE 100 at           only 11.3% of the FTSE 100.                            managers. For small-caps, there are 52 funds
57.1% – AIM and the non-FTSE 100 Main board                                                                      and 63 managers and for mid-caps there are 17
also have c 48% of their stock held overseas.             However, UK retail is underweight to other markets.    funds with 18 managers. Mergers (Premier and
                                                          The average for Europe (including the UK) is 15.6%,    Miton) and closures (Woodford) are expected to
                                                          the ASX reported 31% retail ownership in 2017          lead to further concentration. By contrast, in the
                                                          with growth in younger investors in particular,        US mutualfund.com reports on 521 US small-cap
                                                          while the US has individuals owning 37.6%. The         funds and 393 US mid-cap funds.
                                                          pattern of shifting away from financial brands to
                                                          self-investing since the financial crisis is thought
                                                          to be one driver of the growth. The growth in
                                                          retail participation during the COVID-19 crisis
                                                          is expected to grow this share further globally.                           UK retail is underweight
                                                                                                                                     to other markets
Page 28 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

MAPPING OUT SOURCES OF EQUITY CAPITAL

Pension funds’ shareholdings are dwindling:              The map of stock ownership in the US                    Dominance from longevity and scale:
UK pension funds have been reducing their exposure                                                               The US has 45% of the $46.7tn global regulated
to UK equities, with their share falling to 2.4% in      The US equities market is, by some margin, the          funds market, according to the International
2018, down from 4.7% in 2012. Pension funds look         largest in the world, accounting for c 40% of total     Investment Funds Association 2019 yearbook.
to match assets to liabilities and, as the baby boomer   world market capitalisation. With this scale comes      Mutual funds have been available since the 1920s
generation starts to retire, there has been a switch     a culture of owning equities; over 50% of US            and the regulatory framework in place since 1933.
from equities to bonds.                                  households own equities and there is a rich             Funds growth has also been stimulated by 401(k)
                                                         ecosystem servicing the market. And it is important     plans, a wide and available pool of funds (eg ETFs)
Insurance companies are withdrawing:                     for SMIDs to bear in mind that US investors are         alongside stock market growth and
                                                         increasingly looking to diversify from the home         dividend reinvestment.
Insurers have also been reducing their exposure
                                                         market. Today c $9tn of their holdings are in non-US
to UK equities. Their peak equity ownership was
                                                         equities, with the 12% UK share a disproportionately    The long tail of capital pools continues to grow:
in 1997, when they accounted for 23.6%. By 2018,
                                                         large percentage relative to GDP.
their share of overall ownership was at 4.0%,                                                                    While the US represents an unparalleled breadth
down from 6.2% in 2012. Changes in the insurance                                                                 and depth of overseas capital opportunity for UK
                                                         These are the key US trends to note:
company solvency regime have put equities at a                                                                   and European stocks, it does not follow that it is easy
disadvantage; they have to take a 39% charge to                                                                  to access. The market operates across a large, ever-
own shares in listed equities, while they only take a                                                            changing and highly fragmented landscape, which is
15% charge for debt instruments and no charge for                                                                complex to map and difficult to reach en masse.
treasury bonds issued by eurozone member states.

                                                                                                            Changes in the insurance company solvency
                                                                                                            regime have put equities at a disadvantage
Page 29 of 43

             CH. 03: PREPARING FOR THE CAPITAL CHASM

             MAPPING OUT SOURCES OF EQUITY CAPITAL

             For instance, single family offices are in the ascendency.        The rise of retail continues:                           Exhibit 9: Private wealth breakdown by state
             Campden Wealth reports a 41% increase between                     US retail AUM is significant. SEC Chair Jay
             2017 and 2019,    with 3,100 offices and an average
                          Charities
                                                                               Clayton outlined in a speech in 2018 that
                                                                                                                                                  Other
             AUM of $852m.     This suggests a total AUM of $2.6tn
                             Banks                                             43 million US households have a retirement                   California
             in the segment,trusts
                  Investment   with 38% allocated to equities.                 account and 53 million own at least one                      New York
             Based on data from Barron’s, we estimate that the
    Private non-financial companies                                             mutual fund, with regulated advisors having                       Illinois
             US private wealth managers segment has AUM of                     a total AUM of $15.6tn. There has been very
                      Public sector                                                                                                               Texas
             c $3tn. In comparison, UK private wealth AUM is                   active participation in the market by retail                  Georgia
             c £1.1tnPension
                       based funds
                              on 2019 data from Compeer.                       investors since markets sold off in February
              Insurance companies                                                                                                                Florida
                                                                               and March. There has been significant account
           The
        Other   geographical
              financial           presence of these pools of capital is
                       institutions
                                                                               opening at retail brokers (Robin Hood, Schwab,
                                                                                                                                          New Jersey
             also more Unit
                        dispersed
                              trusts across the US than is generally           E-Trade, Interactive Brokers, Ameritrade) as            Massachusetts
             realised, as  shown in Exhibit 9. And with c 3,700
                        Individuals                                            retail investors actively participated in buying          Pennsylvania
             FINRA   registered firms with c 156,000 branches in
                  Rest of the world                                            sold-off stocks in April and May, with 4.5m                         Ohio
             the US and c 29,500 registered investment advisors,               new accounts
                                        0       10       20      30       40         50       60opened in the first half of 2020.        Connecticut
             it becomes clear that capital is not only concentrated            In a recent2012
                                                                                            interview, Philip Berlinski, COO of
                                        % of UK equity ownership                2018                                                                        0%       5%   10%   15%      20%    25%   30%
             in the traditional financial centres.                             Global Equities at Goldman Sachs, made the
                                                                               point that if you examine the baskets of stocks
                                                                                                                                       Source: Edison Group
                                                                               that the retail investors have been buying,
                                                                               most of the activity is in small-cap names.
S holdings of foreign equi�es (US$tn)                                                                            US$bn              Households          Capital is not only concentrated
                                                                                                                                                        Ins�tu�ons
0                                                                                                                50,000
                                                                                                                                                        in the traditional financial centres
9
8                                                                                                                40,000
Other financial institutions
                                                                                                                    Unit trusts
                                                                                                                    Individuals
                                                                                                                                                               Page 30 of 43
                                                                                                              Rest of the world
                                                                                                                                   0       10      20          30    40          50    60
CH. 03: PREPARING FOR THE CAPITAL CHASM                                                                                            % of UK equity ownership               2018        2012
MAPPING OUT SOURCES OF EQUITY CAPITAL

Exhibit 10: US equities dwarf other markets by capitalisation                           Exhibit 11: The growth in non-US stock ownership

                                                                                        US holdings of foreign equi�es (US$tn)
                                                                                        10
              Australia
                                                                                         9
Other developed markets
                                                                                         8
                Canada
                                                                                         7
                    UK
                                                                                         6
             Hong Kong
                                                                                         5
                 Japan
                                                                                         4
                 China
                                                                                         3
                 EU27
                                                                                         2
      Emerging markets
                                                                                         1
                    US
                                                                                         0
                           0     5,000   10,000   15,000     20,000   25,000   30,000
                           2018 market capitalisa�on US$bn                                    2004     2006      2008     2010    2012    2014    2016        2018

Source: World Federation of Exchanges                                                   Source: Federal Reserve Source of Funds Accounts
New Jersey           New Jersey                                                                               EU27                               EU27
      Massachusetts         Massachusetts                                                                 Emerging markets           Emerging markets
        Pennsylvania         Pennsylvania                                                                                   US                                US
                                                                                                                                                                                      Page 31 of 43
                Ohio                 Ohio                                                                                            0            5,000       10,000 015,0005,000
                                                                                                                                                                               20,00010,000
                                                                                                                                                                                         25,00015,000
                                                                                                                                                                                                   30,00020,000   25,
       Connecticut         Connecticut                                                                                               2018 market capitalisa�on
                                                                                                                                                            2018
                                                                                                                                                               US$bn
                                                                                                                                                                 market capitalisa�on US$bn
      CH. 03: PREPARING FOR THE CAPITAL CHASM
                       0%       5%     10% 0% 15% 5% 20% 10%25% 15%30% 20%      25%        30%
      MAPPING OUT SOURCES OF EQUITY CAPITAL

      Exhibit 12: Households are one-third of equity participation           Exhibit 13: Foreign ownership by country

      US$bn
   Households      Ins�tu�ons
                        Households      Ins�tu�ons
      50,000

      40,000
                                                                                  Other               Other                                  16                            16         Cayman Islands          Cayma

                                                                             Netherlands         Netherlands       34                                34                               United Kingdom          United
      30,000
                                                                                                                                                    12                           12

      20,000
                                                                               Germany             Germany                       %                                 %                  Japan                   Japan

                                                                                 France              France                                        10                           10    Canada                  Canad
                                                                                                                   3                                 3
                                                                                                                        4                     6           4                 6
      10,000                                                                     Ireland             Ireland                5    5       5                    5    5   5              Switzerland             Switze

           0

2009 2010 2011 2012 2013
                    2009 2014
                         2010 2015
                              2011 2016
                                   2012 2017
                                        2013 2018
                                             2014 2015 2016 2017 2018

      Source: Federal Reserve Source of Funds Accounts                       Source: US Department of Treasury

      US$bn
   Households      Ins�tu�ons
                        Households      Ins�tu�ons
      50,000

      40,000
Page 32 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

USING THE MAP FOR CAPITAL RAISES
Knowing where capital can be found is obviously          A successful equity story must, therefore, include   Many of the investors we talk to – especially
a distinct advantage. But it is far from sufficient to   a clear and confident view of the balance sheet      those who have participated in recent capital
ensure an optimal capital raise and avoid the impact     on a pre- and post-money basis. And all financial    raises – report that successful equity stories
of the capital chasm.                                    projections must be supported by credible revenue    are emphasising how the finance will be used to
                                                         and cost models that demonstrate how the             consolidate and improve a business’s pricing power.
SMIDs would be well-advised to take other preparatory    business will perform in the current environment.    Markets are also proving responsive to the idea
steps as well. The next primary building block is        Companies should anticipate many questions:          that by virtue of the stock becoming larger and
crafting the right equity story.                         What advantages does the business have during        more powerful, its liquidity will improve as well.
                                                         the pandemic? What adaptations have been proved      Given that market power and liquidity are two
To create the most compelling narrative, listed          to work and will continue to be strengthened?        underlying reasons why investors may rush away
companies must put themselves in the position of the     What other changes have yet to be made to            from SMIDs and towards larger equities, being
investors they will be courting. What is it they need?   produce the projected results? What contingency      able to demonstrate these properties may prove
What’s their motivation to buy any particular equity?    and mitigation plans are in place if further         particularly critical.
                                                         headwinds are encountered? What are the
Right now, as the emergence of digital defensives        remaining risk factors?
has demonstrated, the baseline need for investors is
companies with business models and balance sheets
that will emerge strongly from the COVID-19 crisis.

                                                                                                                                       The primary building
                                                                                                                                       block is crafting the
                                                                                                                                       right equity story
Page 33 of 43

CH. 03: PREPARING FOR THE CAPITAL CHASM

USING THE MAP FOR CAPITAL RAISES

Another trend worth considering is the environmental,     However, all of this may still prove insufficient.
social and corporate governance (ESG) narrative.          Once validated, the equity story has to reach the
Ahead of the crisis there seemed little doubt that many   right screens. Financial PR certainly has a role
investors were moving towards ESG methods of              to play here but given the scale of the potential
investing, not least because the trend was delivering     investor universe, the extent to which it is scattered
above average rates of return. And as attention           and the speed with which the equity story needs to
moves beyond the sole focus of COVID-19, we               be communicated, investor relations (IR) is the key.
expect ESG to re-assert itself forcefully, not least
because it is considered a proxy for both resilience      And clearly your IR team needs to be armed with a
and growth potential.                                     detailed global capital map, with contacts reaching
                                                          far beyond large institutions and particularly strong
Having created an attractive, credible and deliverable    representation in the US, UK and EU. We expect
equity story, the next step is to have the work           many SMIDs will make the mistake of targeting
validated. Any stock that is not well covered by          too narrow a pool of capital.
traditional brokers – and many SMIDs now suffer
this fate – will need to find alternatives. It is
needless to say that Edison, as the originator
of the issuer-funded research model, is one
such alternative.
                                                                                                                   We expect ESG
                                                                                                                   to re-assert
                                                                                                                   itself forcefully
Page 34 of 43

          Ch.
          04
POLICY RECOMMENDATIONS
AND CONCLUSIONS
Quantitative easing (QE) has inflated asset valuations and dampened
price as a signal of underlying value, but has been very effective
in acting as a ‘crumple zone’ for the US and UK economies.

However, QE in its present form is likely to be insufficient
in preventing the emergence of a capital chasm.

The extension of QE to equity purchases, especially at larger
than expected scales, could prove effective.

Changes to regulations, tax incentives and other government policies
– especially towards equity capital – should also be used to
increase supply.
Page 35 of 43

CH. 04: POLICY RECOMMENDATIONS AND CONCLUSIONS

QE HAS PROVEN EFFECTIVE SO FAR
Before we consider further policy recommendations,          The Fed has also added corporate bonds to its stock         Given the BoE is allowing its asset buying programme
it is important to acknowledge that the fiscal response     of asset purchases – maxing out at 10% from a single        to undershoot targets by £50bn, many are hoping
of most central banks and many governments has been         issuer and 20% of ETFs with a broad portfolio –             that an additional £100bn – which some commentators
sufficient so far. When looked at in the broadest of        and is focusing heavily on forward guidance. It has         expect to arrive in the autumn – is indeed forthcoming.
terms, it is clear that quantitative easing (QE) has        indicated that it is willing to tolerate inflation moving
been effective in keeping the capital taps turned on.       above its 2% target and has created expectations that
                                                            close-to-zero interest rates will persist for five years.
It is also true to say that QE has inflated asset
valuations and dampened price as a signal of                Others have followed this lead so that, across most
underlying value to investors – with implications           major economies including the UK, US and EU,
that are only now starting to play out. However,            we expect continued support and relatively stable
given the scale of economic collapse triggered by           implementation of the policies already set out.
the pandemic and lockdowns, these side effects
are entirely preferable to the malaise.                     In the UK, as of August 2020, the Bank of England’s
                                                            (BoE) asset purchase target was at a smidge below
The US has led the world with its entirely emphatic         £750bn, with interest rates being held at a record
response, convincing general consensus that enough          low of 0.1%. The British picture is perhaps tinged
has been done to avoid domestic deflation. In the           with slightly more risk than the US – the level of
process, federal debt is now set to exceed 100% of          enthusiasm on the part of policymakers for QE,                                               QE has inflated
GDP and the Federal Reserve (Fed) has increased its         despite the UK economy sustaining more damage                                                asset valuations
total assets to $7tn, up by $3tn since the start of 2020.   than most, appears lower than that of the US –                                               and dampened
                                                            and the EU, with its joint €750bn borrowing plan
                                                                                                                                                         price signal
                                                            on top of national schemes.
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