Deciding to access market-based finance may enhance the efficiency of the company financing mix but may require to liaise with several parties and perform several steps. This procedure may be relatively simple or considerably more complex, depending on the size of the company and the complexity of the offering.
If you decide to obtain financing from a Private Equity firm, you may only need to involve Advisors (such as layers and financial advisors) to assist you through the process. Nonetheless, if you intend to enter in the public market-based-finance (through an IPO or a Bond Offering) you will also need to liaise with the Market Regulator and the Stock Exchange.
Bellow we will describe a more complex situation of a public offering and admission to trading of securities involving a larger number of entities, to provide a fuller picture of what can unfold.
The Flotation Process
***1 – Financial Advisor***
During an issuance and admission to trading, financial advisors (including, but not limited to investment banks) play several roles at different stages in the process. They may act as an advisor, implementing the transaction as a trusted partner, assisting on the listing process, carrying the company’s valuation, determining the security price, and managing the entire operation. They may also assume the underwriter role, acting as an intermediary between the issuer and investors.
These parties may assume responsibility for the structuring, organisation, coordination, and implementation of the issuance and admission to trading, assisting the company in important tasks such as:
► Drafting of the Prospectus or the Information Document (as applicable)
► Evaluating the transaction’s costs
► Performing the communication around the operation and roadshows for investors
► Ensuring the distribution of the issuer’s securities to the investors
These various roles may be carried out by either a single financial advisor, which may act as a listing agent or sponsor, or by several financial advisors.
Traditionally the Financial Advisor will execute the following roles:
Leads the issuance process and provides Corporate Finance advisory
The Financial Advisor manages the entire issuance process, providing advice on the best structure and timing for the operation, developing the Equity Story and coordinating inputs from other advisors throughout the process. To do so, the Financial Advisor will have access to private management information of the company and make an evaluation of the company’s profile to provide advice on the corporate finance aspects of the operation, including, after the operation, accessing potential capital raises and M&A opportunities.
Provides advisory in Marketability and prepares the roadshow
The Financial Advisor will build relationships with institutional investors and gain deep knowledge about their investment profile. The Financial Advisor will also assume responsibility for preparing the roadshow, sending the Prospectus or Information Document to the Institutional Investing Community, and invite Institutional Investors to submit their bids.
Centralizes the bookbuilding process and the placement of the securities
The Financial Advisor will centralize the bookbuilding, taking responsibility for the underwriting and/or the placement of the Issuer’s securities. The placement or underwriting agreement, between the relevant bank (or banks, in case of a syndicate) and the issuer will often require the underwriter to subscribe part of the shares if a predefined minimum number of shares are not subscribed by investors. For further information please refer to section “NEGOTIATION AGREEMENTS AND APPOINTMENT OF FINANCIAL INTERMEDIARIES” in Chapter 4.1.2.
***listing agent or sponsor***
Listing Sponsor and Listing Agent
Euronext requires the applicant company to appoint an intermediary for the purpose of their application for the first admission of shares. This intermediary is called a “Listing Agent” in the case of admission to Euronext regulated markets and “Listing Sponsor” in the case of admission to Euronext Growth and Euronext Access. A financial advisor / investment bank intervening in an offer can assume the role of Listing Agent, without having to engage an additional advisor in the operation.
***2 – Legal Advisor***
The Legal Advisor will ensure the issuer complies with all applicable laws and regulations during and after the listing process, by advising on regulatory obligations before, during and after the process.
The Legal Advisor will also be responsible for performing the legal due diligence on the company, focusing on the impact that the listing will have on important contracts from a legal standpoint, on the analysis of the company’s structure, and on the identification of specific legal risks that investors should be informed of.
It will also draft, review and update information for the company’s Prospectus or Information Document and listing application, and will assist the company in any necessary internal restructuring, amendments of the articles of association, structuring of the transaction, preparation of press releases and negotiation of documents and agreements necessary for the successful issuance and admission to trading.
***3 – Certified Accountant***
The Certified Accountant is often the Issuer’s auditor (it may however be an auditing firm hired specifically for this process), and will audit, review and report on its financial statements, perform financial due diligence, and assist the company on becoming listed. It will summarise and review the company’s financial information for inclusion in the Prospectus, or Information Document, and issue a comfort letter to support financial advisors in their due diligence activities, regarding the additional work done when drafting the Prospectus or Information Document.
The role of a large, reputable audit firm widely trusted is crucial, as it provides assurance to investors that the statements have been prepared properly and saves investors time and resources spending.
***4 – Regulator***
Whenever a public offer and/or a listing prospectus is required, it should be subject to the prior approval of the Regulator, which entails with the Issuer a collaborative process and is committed to accommodate the Issuer’s timings. The Regulator also supervises that issuer of listed securities comply with their legal obligations, such as the disclosure of periodic ﬁnancial information and the ﬁling of signiﬁcant corporate events.
Comissão do Mercado de Valores Mobiliários (“CMVM”), is the Portuguese financial markets regulator.
***5 – Stock exchange***
The stock exchange acts as a market where stock buyers connect with stock sellers. In the floatation process the stock exchange verifies the application and the required documents for listing (other than a prospectus) complies with market regulations prior to the listing decision. Euronext Lisbon is the market operator for the Portuguese stock exchange which comprises three main markets:
***Euronext (Regulated Market)***
Euronext is an EU regulated market for highly structured companies that have the resources to meet the requirements of the most demanding and largest investors from across the globe. It has three segments according to companies’ market capitalisation:
► compartment A over €1b
► compartment B €150m to €1b
► compartment C less than €150m
Listing on Euronext is recommended for larger, established companies with substantial financing depth.
Eligibility: high level of listing requirements
Liquidity: one of the most liquid markets in Europe, highly visible to investors
***Euronext Growth (Multilateral Trading Facility)***
Euronext Growth is suited to small- and mid- sized companies (SMEs) that want to raise funds to finance growth. Listing requirements are simplified and reporting requirements are lighter and thus offers an alternative route for organisations that are at earlier stages of development.
Eligibility: medium level of listing requirements
Liquidity: a large community of long-term investors focusing on SMEs only, including both institutional and retail investors, is active on this segment
***Euronext Access (Multilateral Trading Facility)***
Euronext Access markets are designed especially for start-ups and SMEs that wish to join a stock exchange to finance their growth and gain the reputational advantages of listing, but do not meet the criteria for admission on the other Euronext markets, the admission criteria are much simpler and less extensive. Once companies are big enough, they are encouraged to consider transferring to Euronext Access+ or Euronext Growth, and later to the Euronext regulated market.
Eligibility: low level of listing requirements
Liquidity: fewer active investors than on larger markets such as Euronext Growth and Euronext
Euronext Access+ is a special compartment of Euronext Access that is tailored to the needs of start-ups and fast-growing SMEs. Euronext Access+ acts as a springboard to other Euronext markets, helping companies transition smoothly and adapt to market practices. Euronext Access+ has its own listing criteria, and companies admitted to trading on this market enjoy special assistance and greater visibility when compared to Euronext Access.
***6 – Central Securities Depository (CSD)***
The Central Securities Depository (CSD) is in charge of the management of settlement systems and centralised securities systems. Prior to the listing, the issuer must register the securities with CSD. Euronext Securities is the Portuguese entity operating as the Central Securities Depository (CSD).
***7 – Investors***
May have various profiles and their roles may vary:
Companies or organizations that invest money on behalf of other agents. These include asset managers, insurers, mutual and pension funds and sovereign wealth funds. Institutional investors and generally the main contributors to financing rounds and are perceived as mor sophisticated than the average retail investor and are subject to less restrictive regulations. As Institutional Investors trade in large volumes, they are usually targeted as a key investor typology in an IPO.
Non-professional market participants who purchase securities for their own personal accounts and often trade in dramatically smaller amounts as compared to institutional investors.
Retail investors execute their trades through traditional or online banks or brokerage firms and are generally more exposed to risk, as it’s harder for retail investors to build diversified portfolios. Retail investors are key for market liquidity and tend to have a less participative posture.