3. Equity

3.1 The IPO Journey

3.1.1. Full Scope IPO Process (IPO with Prospectus)

Last updated: September 16, 2022

If the admission to trading of your Company’s shares takes place on a regulated market and/or if the IPO takes place through a Public Offer, the Company needs to prepare and disclose an EU Prospectus (unless any of the exemptions referred apply). This section aims to present to potential issuers the roadmap to follow in those situations.

Usually, the IPO process is developed in 3 phases, namely Planning, Preparation & Review, and Offering & Placement:

IPO & Listing

Planning

Preparation & Review

Offering & Placement

The IPO planning should lay the framework for a successful IPO. In order to ascertain that an IPO is the optimal choice (and if so, what is the best format for an Offer), Companies should diligently analyse and rank all available funding alternatives.

In this phase, it’s common to do the following steps:

Examine strategic alternatives and conduct a health check, preferably an IPO Readiness Assessment;
Consider the Eligibility Criteria for the available trading markets and determine the most appropriate market segment;
Select the key advisors who can help you throughout the issuance process.

It is advisable to hire advisors to perform and assist some of the tasks, such as due diligence and regulatory requirements (filings and documents), adaptation of the financial information if required.

Main steps in this phase are typically the following:

Create a strong external IPO team (bankers, attorneys, auditors, and other advisors) and set a calendar for the IPO;
Conduct a Due Diligence;
Drafting of the Prospectus;
Engagement with the Regulator (for the approval of the Prospectus) and with the Market Operator (for the filing of the Listing Application);
Develop the Marketing and Communication Plan.

This phase is key not only for the success of the IPO but also for the Company’s relationship with Investors, as this is a period in which the Company will have a high level of exposure and Investors’ attention is highly focused.

The main steps in this last phase are as follows:

Publicise the Offer to the public and collect subscription orders through financial institutions;
When a Private Placement directed to Institutional Investors is carried out, promote Management Roadshows to attract the right investors, and collect subscription intentions;
Allocation of shares to investors and settlement of the Offer.

Once you are knowledgeable about which steps you need to take and with the support of experienced IPO advisors to assist you throughout the process, your Company should be able to carry out the IPO process with greater ease. In this Section, a detailed description of the 3 phases of the IPO process is presented. Post-Listing processes are dealt with in Section “5. Life as a company with securities admitted to trading”.

A comprehensive timeline detailing main events during the process is presented here.