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3.1.2.3.1. Management Roadshow
The Management roadshow refers to a series of sales presentations pitched by the Company’s Management together with the Financial Advisor(s) and Placement Financial Intermediary(ies) to a wide range of potential Institutional Investors, allowing them to have a closer contact with the Company and, ultimately, to lead them to participate in the IPO.
The Company, with the goal of attracting a large number of investors, may negotiate the offer directly with a limited number of Institutional Investors already identified, or promote a roadshow.
Recommended reading: 3.1.1.3.1. Management roadshow.
3.1.2.3.2. Pricing
The pricing of an IPO followed by listing on an MTF follows similar principles to those followed by listing on a regulated market, i.e. a Fixed Price Method, Book Building Method (when it involves a private placement) or a Partial Book Building Method (when the issuance encompasses a public offer and a private placement simultaneously).
Recommended reading: 3.1.1.3.2.2. Price determination.
3.1.2.3.3. Placement of the Offering
The Information Document and the offer process are not directly subject to the legal rules applicable to Public Offers, being applicable the rules established in the Information Document itself.
From recent practical experience in Portugal, the information documents tend to reflect, in a simplified manner, rules regarding the term and acceptance of the offer, a summary information on the Company, the destination of the proceeds of the offer as well as the risk factors of investing in the shares offered reproducing, in a very summarized manner, the essential contents of a Prospectus, allowing investors to have access to the information necessary to make an investment decision.
The CMVM has no direct supervision over the offer nor the authority to approve the Information Document. . However, the CMVM will become responsible for supervising the Company, the trading of shares, and its distribution to Retail Investors, , once the offer has been completed and the shares are trading on the MTF. Therefore, in order to protect the market and potential investors, it is common that the CMVM is consulted before and during the offering process. Eventually, the Information Document may even be published on the CMVM’s website, at the Company’s request, although there is no obligation to do so.
3.1.2.3.4. Allocation of shares
The allocation of shares to investors in an IPO followed by listing on an MTF also follows similar principles to those of an IPO followed by listing on the regulated market. The shares are allocated to (each class of) investors in accordance with the principle of fair and equal treatment of investors.
Recommended reading: 3.1.1.3.4. Allocation of shares.
3.1.2.3.5. Assessment of Results, Settlement and Listing
At the end of the offer period, the results of the offering are assessed by a financial intermediary or by the Stock Market Operator.
The Company must register the share capital increase with the commercial registry office, a formality necessary for the settlement of the offer.
The settlement occurs with the payment to the Company (and potential selling shareholders) of the proceeds of the offering and the issuance and delivery of shares to the investors (made through the credit of their shares accounts by the Placement Financial Intermediary(ies) through which the subscription/acquisition orders were processed).
The shares will only be effectively admitted to trading on the MTF following the settlement of transaction.
