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This Market Tracker trend report reviews IPO and secondary offering activity over a three-year period, and provides insight into current hot topics, legal and regulatory developments, and what we and our contributors expect to see in 2021 and beyond.

What does the Market Tracker trend report cover?

The Market Tracker trend report examines the current dynamics of equity capital market (ECM) activity within the United Kingdom in respect of transactions during 2020, using 2018 and 2019 for comparative purposes. It reviews a total of 597 transactions on the London Markets: 174 initial public offers (IPOs) and 423 secondary offers. The report provides analysis and commentary on current and emerging trends in this area and includes insight into what we might expect to see in 2021 and beyond.

Topics covered include:

• a three-year comparative overview of Main Market and AIM transaction volume, market capitalisation and gross proceeds
• key 2020 transactions in focus, including The Hut Group's £5.8bn dual class share structure IPO, three £1bn+ GDR offerings from Chinese companies on the Shanghai-London Stock Connect, Aveva's £2.8bn rights issue and Compass Group's £2bn cash box placing and retail offer
• detailed industry sector analysis for IPOs and secondary offers
• an overview of the geographic regions fuelling ECM activity
• IPO transaction statistics, including information on underwriting and lock-up agreements and offers by type
• the impact of COVID-19 on secondary offering volume and structure
• a review of the increasing popularity of standard listings
• focus on SPACs
• legal and regulatory developments, including the impact of Brexit and the COVID-19 pandemic, Lord Hill's UK Listing Review and the FCA consultation on SPACs
• predictions for 2021

What are the highlights from the report?

Main Market IPOs

Despite a slow start to the year as Brexit-related investor cautiousness combined with the impact of the coronavirus (COVID-19) pandemic, Main Market IPO activity increased by 27% on the previous year. Two-thirds of the year’s deal activity took place during Q4 as the markets bounced back after months of pent-up demand, an increased level of activity which has continued into Q1 2021. As in previous years, the investment sector continued to dominate Main Market IPO activity. The difficult market conditions seen in 2020 did not deter international businesses from listing in London.

AIM IPOs

AIM bounced back from a low point in 2019, with transaction volume increasing by 60% in 2020. The junior market attracted a larger proportion of smaller companies during 2020, with no companies valued at over £200m admitted to trading. Healthcare was the most popular sector in 2020 for AIM IPO deal volume, accounting for four companies overall.

Secondary offerings

The global pandemic resulted in a significant increase in secondary offerings during 2020, with overall deal volume up by 87% on 2019. Aggregate gross proceeds raised on the Main Market increased by 204%, and by 88% on AIM. The Travel, Leisure, Hospitality & Tourism sector accounted for 22% of all secondary offerings and 25% of all funds raised. There was a clear correlation between the two ‘waves’ of the COVID-19 pandemic and the aggregate gross proceeds raised on the London markets. Rights issues, traditionally associated with raising finance in challenging conditions, experienced a resurgence after a quiet spell in 2019, which saw only two rights issues complete. Nevertheless, placings continued to be the most popular transaction structure, making up 80% of all Main Market secondary offerings in 2020.

Standard listings

Standard listings have slowly increased in popularity over the past few years, and in 2020, 66% of companies listing on the Official List by way of IPO, introduction or transfer from AIM, opted for a listing on the standard listing segment as opposed to the premium listing segment. It is notable that the largest IPO of 2020 by market capitalisation, The Hut Group plc, (£5.8bn) opted for a standard listing. The number of special purpose acquisition companies (SPACs) listing on the standard segment of the Official List doubled from four in 2019 to eight in 2020.

Legal & regulatory developments

Several important legal and regulatory developments in the sphere of UK equity capital markets took place during this period as the government and regulators tackled Brexit and the COVID-19 crisis and sought to make the UK public markets more attractive to companies. Key developments include:

Brexit-related changes, which came into effect at the end of the implementation period as the Prospectus Regulation and the Market Abuse Regulation were onshored.

the launch of the UK Listing Review by the government, which was followed by Lord Hill publishing wide-ranging recommendations in March 2021, many of which are expected to be taken forward with consultations throughout 2021

the introduction by the FCA of mandatory climate-related disclosure requirements for commercial companies with a premium listing and the government consultation on extending the requirement to a wider set of entities, including listed and AIM UK companies with more than 500 employees

Market commentary

The report contains expert commentary from:

• Nicholas Holmes, Partner — Ashurst
• Alexander Keepin, Partner — BCLP
• Clive Hopewell, Partner & Adam Carling, Partner — Bird & Bird
• Alasdair Steele, Partner — CMS
• Marcus Stuttard, Head of AIM and UK Primary Markets — London Stock Exchange Group
• Tim Ward, CEO — Quoted Companies Alliance
• Hannah Kendrick, Partner,  Jayson Marks, Partner & Nina Driver, Practice Development Lawyer — Squire Patton Boggs
• James Spinney, Head of Capital Markets — Strand Hanson