IPO Training

• Appreciate that the preparation for an IPO is both detailed and time-consuming
• Understand the legal, accounting and reporting system requirements needed to get a company in shape
• Learn how to get the “story” right for a successful IPO outcome consideration
• Recognise that the ongoing obligations of a listed company need to be acknowledged and planned for

The Rationale for “Going Public”

• Reasons in favour
  • Additional capital to expand
  • Part exit
  • Higher status
• Reasons against
  • Loss of control
  • Expense
• Alternatives to IPO going public
  • Trade sale
  • Private IPO equity
• Available markets
  • London Stock Exchange
  • Standard listing
  • Premium listing
  • Alternative Investment Market
  • Differences in regulation
  • Tax status
  • ISDX (formerly Plus Markets)
  • “kindergarten” for small companies
  • Future prospects?

Review: IPO timetable. Describing the various elements, and their inter-relationship, that are required for the production of a prospectus together with the responsibilities of the different parties involved.

Market Requirements and the Investment Proposition

• Generic Exchange requirements
  • Stability of business
  • Profit record
  • Working capital adequacy
• Market and investor requirements
  • Lifecycle status of the company and its products
  • Growth stock or utility?
  • USP and comparators
• Valuation
  • EV / EBITDA
  • P / E
  • DCF

IPO Finance and Accounting

• The importance of adequate financial reporting procedures
• The long-form report
• Working capital adequacy and profit forecasts
• Accounting policies: IFRS vs GAAP
• IPO Tax Planning structuring
• Employee remuneration/incentives

Review: The Long Form Report. Examining the issues and topics that are covered in a Long Form Report, leading to the production of the working capital adequacy statement and profit forecast.

Legal issues

• General
  • Contract breaches
  • Current and impending litigation
  • Regulatory LMS compliance IPO
• IPO-specific
  • Prospectus rules and responsibility
  • Directors and officers, remuneration
  • Related party transactions
  • Risk factors
  • IPO Verification

Review: Recent prospectuses, reviewing the different elements of content and presentation used by different companies.

Governance

• Director background checks
• Appointment of non-executive directors
• Internal audit and risk management
• Legislation on corruption, sanctions and money-laundering

Review: CalPers Core Corporate Governance Principles. Discussion of the key principles driving the market and regulatory practice in respect of corporate governance.

Pricing and underwriting

• Fixed-price
• Tender price
• Book building
• “Green Shoe” and price support
• Offer for sale, placings, introductions
• Fees

Exercise: Bookbuilding versus tender offer, deciding how and at what price shares will be allotted.

Methods of Flotation

• Offer for sale
• Offer for subscription
• Placings
• Introductions
• Reverse takeovers
• Carve-outs and demergers

On-going obligations

• PDMRs and close periods
• Significant transactions
• Disclosure of price-sensitive information

Disclosure of dealings and shareholdings

The trainer runs his corporate consultancy and investment business in the City of London.  Besides providing strategic advice and working on M&A transactions he is an early-stage investor in technology companies with the potential for fast growth.  Until recently, he was Chairman of Sativa Group plc a medicinal cannabis and CBD wellness products company and also a former Chairman of Ideagen plc, of which he was a founder shareholder.

Capitalising on his wide experience in banking and finance, he has delivered training courses to banks, investment banks, and companies for over 20 years in many different parts of the world.

He began his City career in the corporate banking group of Citibank N.A. London where his responsibilities involved the provision of acquisition finance and the development of international banking business for a variety of corporate customers.  After six years of relationship management responsibilities, he spent two years organising problem loan workouts for companies that had fallen into difficulties, most notably ICL and Chloride Group.

From there, he moved to Citicorp Investment Bank Ltd, where initially he was a member of a small team responsible for originating euro-market and corporate finance business with UK corporates.  This led, after a year, to specialisation in M&A activities followed by membership of CIBL's corporate finance department, of which he was a Director.

In addition to traditional London flotation, takeover and rights issue transactions, he was involved in cross-border deals, covering India, Singapore, Australia and Europe.  These included joint ventures, mergers and acquisitions, buyouts and company listings.

He has an M.A. in Economics from Cambridge University and was a visiting Lecturer at the City University Business School, from 1999 to 2003.  Capitalising on his wide experience of banking and finance, he has delivered training courses to banks and investment banks for over 20 years in many different parts of the world.

Listing a company on a stock exchange via an Initial Public Offer – IPO (or “flotation”) is a complex, time consuming and strategically important corporate IPO activity.

While not the only option available to achieve an exit from their IPO investment by shareholders, it remains a popular and desirable objective for many.

However, the choice to gain admission for the trading of a company’s shares on a stock exchange involves extensive work on accounting, legal, and governance issues. Anticipation of the ongoing obligations of companies, post IPO, is also an important element of preparation.

This IPO training course covers the practical aspects of preparation needed for a successful IPO, both in terms of the documentary requirements and the roles and responsibilities of the various advisers involved in the process.

The possible changes to its board of directors and its accounts by the applicant company are also discussed, together with the need to fulfil “ongoing obligations” post IPO.