3.1.2.2. Preparation

3.1.2.2.1. Adapt corporate governance structure and internal compliance functions

The Company has to adopt the legal type of a public limited Company (local designation “Sociedade Anónima” or “S.A.”), to be able to execute the IPO.

Differently from the admission to trading on a regulated market, admission to trading on an MTF generally will not demand specific corporate governance requirements. In any case, a review of the Company’s articles of association as well as of the Company’s internal function and organization is advisable.

3.1.2.2.2. Information document  

If an MTF is chosen for the listing of the Company’s shares, and the offering of shares is preceded by a Private Placement or by a Public Offering that does not require the disclosure of an EU Prospectus, in accordance with one of the exemptions presented in section ‘3.1.0. The Road to Equity trading’, your Company and/or the selling shareholders will only be required to prepare an Information Document which is much concise and less detailed than a Prospectus (see section ‘3.1.1.2.3. Prospectus’).

What is an Information Document?

The Information Document is significantly more concise and flexible than a Prospectus, with the aim to reach a balance between simplifying access to finance for SMEs and protecting investors, by ensuring accurate and sufficient information.

The document must be written in comprehensible language with accurate, fair, clear and non-misleading content and must include the necessary information to allow investors to make their investment decisions, such as the Company’s assets and liabilities, financial position, profit and losses, and prospects of the Company as well as the shareholders rights.

For Euronext markets, the information contents are specified in Appendix III of the Euronext Growth Rulebook and Appendix IV of the Euronext Access Rulebook.

Language

As to Euronext MTFs, the Information Document is accepted in English or in Portuguese.

Approval

The Information Document is approved by Euronext, if an Euronext MTF is chosen for the admission to trading, which will be responsible for reviewing the document’s completeness, consistency and comprehensibility.

Publication

Once approved, the Information Document must be published in accordance with the rules of the Stock Market Operator.

3.1.2.2.3. Other preparation considerations

The Due Diligence (see section ‘3.1.1.2.2. Due Diligence’) will, in principle, only be required, in case there is either a formal underwriting of the Company’s newly issued shares by one or more Placement Financial Intermediary(ies) or some sort of offering/roadshow to Institutional Investors.

Early engagement of the Company and its advisors with the Stock Market Operator is crucial to discuss the application of the eligibility criteria for listing and of the listing rules, the suitability for listing, identify any issues that require adjustments or clarifications and jointly agree on a timetable for the process of admission to trading.

3.1.2.2.4. Marketing

The main difference when compared to an Offer with Prospectus is that in an offer with no Prospectus it will not be required for the Company to get the Regulator’s approval for the advertising materials to be used.

Although it is common to have some publicity and promotion of the issue towards investors, including a roadshow directed towards Institutional Investors, it is up to the Company to define how it wants to publicize the issue to the market.