IPO

Steps

Solutions

Preparatory phase

Time:

  • Sector / company specific

Main Activities:

  • Determine transaction structure
  • Determine availability and quality of (and improve), 3 years of historical financial information
  • Identify all possible show-stoppers (regulatory, commercial, financial, legal)
  • Review + negotiate bank engagement letter(s) assisted by lawyers
  • Implement publicity guidelines to avoid undue disclosure

Output:

  • Satisfactory outcome of feasibility study
  • Governance structure agreed
  • Internal team constituted
  • Executed engagement letters with banks, lawyers and auditors
  • Publicity guidelines for company and research memorandum for banks

Solutions

Phase I: Kick-off – First filing

Time:

  • 3-6 months

Main activities:

  • Management presentations
  • (Courtesy) meeting with AFM
  • Develop “equity story” / company strategy
  • Drafting of prospectus
  • Set up DD data room / DD investigations and reports
  • Negotiate underwriting agreement and related documentation
  • Prepare governance docs and stock plans
  • Request admission with Euronext Amsterdam

Output:

  • AFM sign-off on timeline and general approach prospectus
  • Data room ready
  • Issue DD reports
  • Final draft prospectus
  • (Advanced draft) underwriting agreement
  • Governance documentation ready

Solutions

Phase II: First filing – Launch

Time:

  • 1 month

Main activities:

  • Incorporate AFM comments in prospectus
  • Continue work on underwriting agreement and related documentation
  • Agreement on comfort letters and legal opinions
  • Banks finalise agreement among managers
  • Prepare press release launch and road show materials
  • Bring down DD calls
  • Closing documentation

Output:

  • Corporate resolutions executed
  • AFM approval prospectus
  • Prospectus passported into other EU countries
  • Closing documentation ready / closing agenda
  • Final draft press release and road show materials

Solutions

Phase III: Launch – Closing

Time:

  • 2 weeks

Main Activities:

  • Issue press release launch
  • Road shows
  • Subscription (bookbuilding process)
  • Pricing and allocation
  • Signing of underwriting agreement and related documentation
  • As-if-when-issued trading
  • Fulfilment conditions precedent u/w agt.
  • Issuance of shares and payment of subscription monies

Output:

  • Price of shares
  • Executed underwriting agreement
  • Issuance of shares
  • Subscription monies received
  • Admission to listing on Euronext Amsterdam (and elsewhere)

Solutions

Phase IV: Closing and beyond

Time:

  • Infinite…

Main Activities:

  • Closing filings and notifications (immediate)
  • Stabilisation by banks (if any, up to 30 days)
  • Exercise of over-allotment option (if any, within 30 days)
  • Approval by banks needed for communications (approx. 90 days)
  • Compliance with lock-up (between 180 and 360 days)
  • Compliance as listed company

Output:

  • Compliance and IR departments up-and-running
  • Compliance manuals

Obtaining a stock exchange listing (IPO) is an important step in the development of a business. Being listed has a number of advantages. It provides a broader access to equity funding and it allows your shares to be used as acquisition currency and to incentivise employees.

But a decision to go public requires careful consideration. Once listed, it may be difficult to reverse the process. Obvious advantages apart, you should therefore take into account what it will mean to continue life as a listed company and whether now is the right moment to start this new life.