The IPO Training Course

Course Overview:

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

While not being the only option available to achieve an exit from their 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.

The 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 to its accounts by the applicant company are also discussed, together with the need to fulfil “ongoing obligations” post IPO.

Course Content:

Rationale for “Going Public”

• Reasons in favour
  • Additional capital to expand
  • Part exit
  • Higher status
• Reasons against
  • Loss of control
  • Expense
• Alternatives to going public
  • Trade sale
  • Private 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 company and its products
  • Growth stock or utility?
  • USP and comparators
• Valuation
  • EV / EBITDA
  • P / E
  • DCF

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
• Tax 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 compliance
• IPO-specific
  • Prospectus responsibility
  • Directors and officers, remuneration
  • Related party transactions
  • Risk factors
  • 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, money-laundering

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

Pricing and underwriting

• Fixed price
• Tender price
• Bookbuilding
• “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

What Redcliffe’s clients are saying about the course

“Trainer was excellent explaining and giving practical examples”

“Course material was excellent and the instructor was extremely knowledgeable”