3.1 The IPO Journey

3.1.1 Full Scope IPO Process

3.1.1.1. Planning

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Your company is on the rise, and to reach your full potential, you consider an IPO as your next step. But is your Company prepared to operate effectively as a public company?

Successful IPO candidates will begin the transformation process well in advance. Companies that outperformed the market after an IPO often start planning to begin functioning like a public Company typically 6 to 12 months before finalizing the process of going public.

The length of this period (which, in certain cases, can even be shorter) depends on several aspects, in particular, the stage of the Company’s development, the governance and internal organization it has already in place. That is also very important on the long run, considering sustainability of the company and its business model.

In the Planning phase, the main aspects to be covered are (i) the IPO Structure and main features; (ii) the Eligibility criteria; and (iii) the Appointment of Advisors. The following sections will cover each one of these (click on the diagram to fast-travel to any specific caption).

3.1.1.1.1. IPO Structure and main features

3.1.1.1.1.1. Strategic Options

After considering and evaluating the alternatives, does an IPO come up as the right strategy to achieve your goals?

Even if an IPO is the final goal and your favored approach to raise capital, you should consider other financing options that could serve as attractive alternatives to a public listing in terms of shareholder and corporate goals.

A detailed evaluation of the suitability and viability of M&A, a private equity investment or other alternative transactions should always be considered when assessing whether to pursue an IPO. These alternatives and a comparative analysis between them are available in section ‘2.1. How can your company finance its funding needs?’.

With all the possible alternatives for raising capital, you’ll need a clear understanding of what’s required, how long the process will take, how much it’ll cost, and if routes will need to be performed simultaneously.

What are the different ways of listing?

As a rule, the admission to trading of the shares is preceded by an offer for subscription of shares, carried out through a Public Offering and/or through a Private Placement.

While the former is addressed to all investors, opening to the public the possibility to subscribe the Company’s shares prior to their admission to trading, the Private Placement is addressed to a selected group of investors and institutions and negotiated in a confidential manner, this being a private alternative to raise capital.

A possible consequence of Private Placements is the lower liquidity of the shares because they remain in the ownership of a restricted number of investors.

TIP

1. In the same Offer, the Company/its shareholders may decide to offer both newly issued shares and pre-existing shares. This way you may assure the funding required for the business, as well as liquidity for the existing shareholders (as well as reducing the concentration of risk of their individual assets).

2. The Company may undertake both a Public Offering and a Private Placement simultaneously. This approach enables the Company to benefit from both formats, namely from the increased exposure of the Public Offering and the attraction of reference Institutional Investors arising from the Private Placement. For further information please see sections 3.1.1.3.3.1. Investors targeted by the Offering, 3.1.1.3.2. Pricing and 3.1.1.3.4. Allocation of shares.

When the eligibility criteria to be admitted to trading are fulfilled, notably in what regards the level of free float of the Company’s shares, (please refer to section ‘3.1.1.1.2. Eligibility Criteria’), the Company may opt to apply for a direct listing. With a direct listing, the Company shares are simply made available for trading on the Stock Exchange (without an IPO or a private placement being carried out).

3.1.1.1.1.2. IPO Readiness Assessment

By taking a disciplined approach to the planning of the offering and listing process, companies may save time and money while also reducing risks. Companies should become aware of the obligations that applies as a public company before, during and after an IPO. Going public requires Management’s readiness and commitment to consider the existing shareholders, new potential investors as well as the market expectations when implementing the Company´s strategy.

Prior to any IPO, it is recommended that the Company’s management, with the help of specialized advisors, conducts an assessment to preemptively maximize the probability of a smooth and successful transaction.

Are you prepared?

Once you’ve made the decision to take your business public, you’ll need to plan out all the actions involved. Preparing and planning ahead of time are essential and cannot be overstated. To be ready to begin implementation when the IPO window of opportunity opens, changes to the business, organization, and corporate culture may be required..

What is the scope and process of the IPO Readiness Assessment?

An IPO Readiness Assessment is intended to assist your Company in successfully transitioning from a private to a public corporation. The existing shareholders and the Company’s management will want to understand more what it takes to strive in the capital markets.

It typically starts with a reflection covering all areas specific to the IPO case: strategy, structures, taxes, financials, internal systems and functions, leadership, and the planned timeline.

In this process, your Company should identify and discuss the gaps between its current status and IPO target ready status, the strategic funding considerations, develop a target structure and an IPO base case in line with its objectives, define the strategy, work streams and a road map. Your Company should also estimate the timelines and the resources required to fill the gaps and achieve IPO readiness.

This assessment may include discussions on the following matters:

Have you evaluated which pre-IPO transactions could enhance the offering’s value?

Most companies undertook pre-IPO strategic transactions, which are powerful tools for accelerating the development of the business.

A successful M&A track record may enhance your ability to achieve critical mass. If a Company can demonstrate that a joint venture partnership or acquisition has already been completed, it adds credibility to a Company’s growth plans.

Some of the inherent benefits of pre-IPO deals would have been to strengthen the business, increase revenues, add scale or size to the Company, enhance growth by expanding into new markets. These actions can enhance the Company’s credibility with potential investors and the market (e.g. including analysts).

Have you chosen the right stock exchange and listing option?

You will be able to determine the regulatory standards that your Company will have to satisfy after choosing the stock exchange and the listing segment. Your Company’s internal structures must be reviewed and prepared for the applicable regulations in the run-up to going public. These actions are necessary to preserve a listed Company’s profile and fulfill investors and regulatory obligations. The determination of an acceptable capital market strategy and the development of internal capital market competences are critical steps in this phase.

Global IPO trends show that the majority of Companies list on their domestic stock exchanges, although they may sell shares abroad, simultaneously or exclusively.

It is therefore recommended that the Company develops a destination assessment to support a structured way to assess these factors, from different IPO stakeholder perspectives. Considerations in the decision of where to list may cover:

  • The strategic fit regarding new stakeholders
  • Prestige of the marketplace
  • Investor base and attention
  • The liquidity of the stock exchange
  • The level of regulatory requirements
  • Speed of approval process
  • Initial flotation and ongoing post-IPO costs

Do you have an alternative financing strategy to execute instead of an IPO?

Even after the preparation is complete, it is still not possible to ensure that the equity market circumstances will be optimal.

Given capital markets volatility and unpredictability (because there are no certainties about the future – e.g., interest rates, economic growth), in case a phase of decreasing prices of the Companies and/or investors’ interest, it may be advisable to hold off the IPO until the markets improve. It is also critical that you have the flexibility to implement alternative financing options in the event that the IPO does not proceed on schedule and needs to be postponed.

How can you prepare and run a multitrack process?

Many of preparation processes that apply to an IPO will also be useful for alternative equity funding sources as both have a very high correlation when it comes to value drivers.

Considering that the various financing pathways are, significantly, complementary, a dual or multitrack method can be implemented without necessarily increasing the costs of the preparation process in a significant manner. The preparation of a document on the positioning of the company as an attractive investment, detailing the successes and milestones achieved (hereinafter “equity story”), is the first component shared by alternative equity funding sources.

Any investor, whether strategic, financial, or retail, will want to know why they should, or should not, invest their money into your Company. The financial information to be disclosed will be a second common component for any equity funding process. You should be able to provide reliable financial information that gives potential investors a clear view on the Company’s historical financial performance and future financial prospects. The Company may greatly expand its strategic alternatives and negotiation power while lowering execution risk by diversifying its strategy and having multiple funding alternatives.

Is the management team experienced?

Building a strong team begins at the top, with the right executive team with the correct incentives in place well before the IPO. Data shows that when evaluating a new offering, the quality of management was the most important non-financial criteria for the great majority of Institutional Investors.

Investors frequently state that they back individuals rather than plans, hence, before the IPO, the correct management team must be in place.

Your internal IPO project management team must be able to collaborate effectively and have the necessary expertise, abilities, and incentives to successfully complete the IPO transaction and run a public business.

Has your Company a robust corporate governance that inspire stakeholder confidence?

Finding, appointing, and grooming a qualified board of directors takes time and effort. Your Company will need to implement best-practice corporate governance rules and reporting practices that safeguard the interests of the Company´s stakeholders.

Corporate governance policies that safeguard stakeholders interests are critical for the success of any Company.  This will entail collaborating with your legal counsel on all aspects of Company governance and, adherence to regulatory requirements.

A good and sustainable corporate governance policies, including an adequate balance of qualified and diverse Board members, a strong supervision body, and transparency of related-party transactions, is critical and increasingly required by stakeholders from all companies, not only from listed companies.

What are the most challenging corporate governance topics your Company needs to address in the IPO process?

Adjustments to the Management and Supervisory Boards structure and composition may often be part of the IPO. Investors expect your Company to have a balance of qualified executive and non-executive directors, preferentially with an adequate number of independent directors, with a good mix of skills and gender diversity as well as qualified experts to carry out effective supervisory roles. Further, for the regulated market, specific requirements in terms of independence of the governing bodies members must be mandatorily met as explained in section 3.1.1.2.1.2. Adapt corporate governance structure and internal compliance functions.

It is advisable that the structure and composition of the Company’s bodies is considered at an early stage, considering that recruitment processes may take time and recruiting experienced independent Board members can be time consuming. The Board(s) internal regulations should also be carefully considered.

Companies should design a management remuneration system which is sensible and resilient enough to endure public scrutiny. The compensation structure should enhance the Company’s profitability while also rewarding managers who achieve their objectives, including non-financial goals, that are necessary for the Company’s long-term sustainability. Further, for the regulated market, specific requirements in terms of the remuneration of the governing bodies members must be mandatorily met as explained in section 3.1.1.2.1.2. Adapt corporate governance structure and internal compliance functions.

Amendments to existing or implementing new incentive plans based on key drivers and measures for increasing shareholder value, while aligned with environmental, social and governance key performance indicators may be considered, being also an important part to help ensuring retention of existing key personnel. An employee stock option plan may be a particularly appealing aspect of the Company’s executive compensation package.

For more detailed information, please refer to section 3.1.1.2.1.2. Adapt corporate governance structure and internal compliance functions.

Why does tax planning need to be a priority throughout the IPO process?

Each Company undergoing an IPO will have distinct needs and goals when it comes to building its new legal and tax structure. Although there is no one-size-fits-all approach, there are a few essential areas that all businesses should address. In particular, it is highly advisable to investigate the tax feasibility of the desired IPO structure under the law, to mitigate tax contingencies early on and avoid unwanted surprises.

Additionally, the Company must be prepared to provide tax documents and the information needed to identify tax risks and contingencies. If material tax risks are identified during a tax due diligence, these will most likely have to be included in the Prospectus.

Tax issues may influence the structure of an IPO and, in many cases, the way commercial agreements are undertaken.

Often, corporate reorganizations intended to simplify or optimize the present corporate structure (such as spin-offs of businesses), or other actions to prepare the firm for the IPO will be necessary (for example changes to or increases in share capital). Such reorganizations or adjustments must be carefully evaluated since they may have major tax implications for the Company or its shareholders and they may take time to implement, thus, they must be identified early in the process to guarantee that they can be completed before the IPO.

In addition, to assure the Company´s incentive plans will have the desired outcome, their tax implication should also be assessed.

Look at your Company’s finance organization through the lens of the public markets

The process of becoming listed often requires a considerable shift in the focus of the finance function. There is a need for additional external reporting and disclosure of financial information, as well as the possibility of changing accounting reporting requirements.

Thus, the structure of the finance function is a priority. Accounting standards used to publish financial statements, frequency of reporting, e.g., half-year reporting, timeliness of financial close, new and expanded financial disclosures to investors and analysts are all possible areas of change.

The following things should be considered as the firm builds a plan to begin its IPO journey and overcome the challenges:

  • Does your finance team have the balance and diversity of skills required?
  • Are accounting procedures and policies documented and properly disseminated?
  • Is the public disclosure aligned with the way management runs the Company and the equity story?
  • Have auditor independence matters been fixed? Have audit timetables and procedures been implemented to align with the initial offering timeline and information that have to be disclosed?

Have financial, accounting, operational and IT processes, systems and controls been reassessed?

Continuous and broad testing of internal control systems has become a way of life for public companies. An effective risk-taking culture can only thrive within a solid framework of cost-effective internal controls.

Financial analysis and reporting are made easier by adaptable IT systems. IT will be crucial in assisting your Company in swiftly capturing, organizing, and analyzing key business information, allowing for speedy financial analysis and reporting. The current IT environment and infrastructure should be evaluated to see if they are in line with the Company’s business goals. Because high-growth businesses are always changing, your information systems must be able to support an environment that encourages adaptation, creativity, and cooperation in a fast moving and changing environment.

Additionally, enhancing internal controls can help you meet changing accounting, tax, legal and procedural requirements deemed necessary. Historically, the top two reported internal control deficiencies contributing to a material weakness were related to the competency and training of accounting resources and inadequate accounting documentation, policy or procedures. Dealing with such significant accounting issues early is a critical success factor to an IPO.

How should your Company reassess its risk management?

As the listing process inevitably creates new stakeholders to the Company, it is recommended that prior to the listing process the Company performs a thorough assessment of the risk and compliance implications that correspond to the expectations of its new stakeholders, such as the regulator, investors and analysts. Risk and compliance management practices that are effective can greatly lessen the risks of any surprises which should start at the top of the management team, reason why it is so important to consider adequate independent non-executive directors.

This risk assessment should be a continuous, systematic process for identifying and evaluating any potential future occurrences — whether within the Company or in the external environment — that could have an impact on the organization’s capacity to achieve its goals. The organization’s capabilities that are key for effective risk management are:

  • Manage market expectations (both positive and negative);
  • Establish realistic and medium and long-term financial objectives;
  • Predict/forecast and respond to regulatory developments as well as commercial risks in a timely and effective manner. Furthermore, just as essential as the quality of the Company’s corporate governance, including its response to compliance concerns, is the management’s ability to explain the Company’s risk management policies and practices.

A common practice is to carry out a comparison between the risk mitigation measures of your Company and the ones that listed companies in the same industry have in place.

Regarding the need to make these risk assessment processes more regular and continuous, it is worth to mention that most industries’ market leaders are commonly the companies with the most developed risk management practices.

Does an IPO affect the current shareholders control?

Existing Shareholders (pre-IPO) don’t need to renounce to the Company’s control to take the Company public. Even in the case shareholders consider selling more than 50% of the share capital of the Company (which is not required when listing the company), there are still measures that may maintain their controlling position over the Company.

The following options, among others, may help current shareholders maintaining the control:

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Experience shows that “best in class” companies that go through an IPO process, usually implement internal processes that are “public company alike” before going through the offering process, e.g. putting in place adequate reporting systems and governance structures.

This exercise highlights areas that may need attention and enable the company to mitigate risks in the early stages of the process.

3.1.1.1.2. Eligibility criteria

You should have to consider the eligibility criteria of the markets your Company is considering listing its shares.

While most of the eligibility criteria for admission to listing on a regulated market are common to all regulated markets operated in the European Union, Stock Market Operators have more flexibility to define, in their respective rules, the eligibility criteria of each MTF operated by them.

Companies may list their shares directly on the regulated market or, in certain cases, start their path by an admission to trading on an MTF and, at a later stage, when they are at a more developed stage, request the admission to trading on a regulated market.

If your Company chooses to request the admission to trading on a Portuguese regulated market or MTFs, the requirements for admission on each market are shown below:

Issuer

Offered shares

Offer process

Financial information

3.1.1.1.3. Appointment of advisors

Do you know who to ask for assistance?

Besides the Company’s management, advisors will typically have a crucial role in the IPO process, by assisting with preparation of the documentation for the IPO, ensuring that all the eligibility criteria is fulfilled, managing the marketing and sale of the Company’s shares and dedicating time to the analysis on how to ‘‘position’’ the Company to achieve a successful offering. Therefore, an experienced and motivated team will increase the likelihood of an orderly and professional offering process and a positive reception from investors.

What factors should companies consider when selecting advisors?

Track Record

Has the advisor been involved in successful IPO processes? Does the (legal) advisor have a deep knowledge and practical experience in capital markets operations and law enforcement?

Reputation and Experience

Can the advisor provide specific advice and research on the industry? Does the advisor have strong relationships with investors from the Company’s sector? Is the advisor considered credible in capital markets?

Analyst Coverage

Do financial analysts (research) know the sector of activity and comparable companies (national and international)?

Distribution Strength

Does the advisor have strong distribution channels with retail and institutional investors? How effective is its retail sales force and its institutional sales force? Does the advisor act at regional, national or international level?

Commitment to the Company

Will the advisor give priority to the Company’s IPO process?

Aftermarket Support

Will the advisor continue to advise the Company as a public company and, when applicable, present it to potential investors?

The Company must dialogue with potential advisor candidates to measure how well they understand both the capital markets environment, the Company and its respective industry, and the aspects that investors will focus on in deciding whether to invest.

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Advisors will certainly not want to commit significant time and resources if they are not confident that the offering will be successfully completed. The number of the advisors approached depends partly on the attractiveness of your offering. If it is large and likely to attract larger firms, you may decide to approach three or four financial advisors. It is important, though, to inform potential advisors that you are approaching others.

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