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Initial Public Offerings 2022 Initial Public Offerings 2022 Initial Public Offerings 2022 Initial Public Offerings 2022 Contributing editors Joshua Ford Bonnie and Kevin P Kennedy Simpson Thacher & Bartlett LLP © Law Business Research 2021 lients around the world in a wide array of industries turn to CSimpson Thacher for critical insights and commercial advice on their most complex transactions. We represent our clients with a commitment to hard work, excellence and integrity. One of the world’s preeminent law firms, Simpson Thacher offers best-in-class teams across practice areas. Building on more than 135 years of experience, we have played a substantial role advising on many of the world’s most noteworthy matters. www.simpsonthacher.com NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C. © Law Business Research 2021 GTDT_8.25x11.75_2021_v18_Final.indd 1 1/28/2021 3:36:51 PM Publisher Tom Barnes [email protected] Subscriptions Claire Bagnall Initial Public [email protected] Senior business development manager Adam Sargent Offerings [email protected] Published by Law Business Research Ltd Meridian House, 34-35 Farringdon Street 2022 London, EC4A 4HL, UK The information provided in this publication Contributing editors is general and may not apply in a specific situation. Legal advice should always Joshua Ford Bonnie and Kevin P Kennedy be sought before taking any legal action based on the information provided. This Simpson Thacher & Bartlett LLP information is not intended to create, nor does receipt of it constitute, a lawyer– client relationship. The publishers and authors accept no responsibility for any acts or omissions contained herein. The Lexology Getting The Deal Through is delighted to publish the seventh edition of Initial Public information provided was verified between Offerings, which is available in print and online at www.lexology.com/gtdt. May and June 2021. Be advised that this is Lexology Getting The Deal Through provides international expert analysis in key areas of a developing area. law, practice and regulation for corporate counsel, cross-border legal practitioners, and company directors and officers. © Law Business Research Ltd 2021 Throughout this edition, and following the unique Lexology Getting The Deal Through format, No photocopying without a CLA licence. the same key questions are answered by leading practitioners in each of the jurisdictions featured. First published 2015 Our coverage this year includes a new chapters on New Zealand and Turkey. Seventh edition Lexology Getting The Deal Through titles are published annually in print. Please ensure you ISBN 978-1-83862-672-3 are referring to the latest edition or to the online version at www.lexology.com/gtdt. Every effort has been made to cover all matters of concern to readers. However, specific Printed and distributed by legal advice should always be sought from experienced local advisers. Encompass Print Solutions Lexology Getting The Deal Through gratefully acknowledges the efforts of all the contribu- Tel: 0844 2480 112 tors to this volume, who were chosen for their recognised expertise. We also extend special thanks to the contributing editors, Joshua Ford Bonnie and Kevin P Kennedy of Simpson Thacher & Bartlett LLP, for their continued assistance with this volume. London June 2021 Reproduced with permission from Law Business Research Ltd This article was first published in July 2021 For further information please contact [email protected] www.lexology.com/gtdt 1 © Law Business Research 2021 Contents Global overview 3 New Zealand 52 Joshua Ford Bonnie, Kevin P Kennedy and Jonathan H Pacheco Michael Pritchard, Chris Harker and Sarah Haste Simpson Thacher & Bartlett LLP Mayne Wetherell Australia 4 Singapore 58 Adam D'Andreti, Lucy Hall and Kevin Zhou Evelyn Wee, Hoon Chi Tern and Jasselyn Seet Gilbert + Tobin Rajah & Tann Singapore LLP Belgium 12 South Africa 64 Arnaud Coibion, Filip Lecoutre, Thierry L’Homme, Gilles Nejman and Ezra Davids, David Yuill, Ryan Wessels and Sibonelo Mdluli Xavier Taton Bowmans Linklaters LLP Sweden 70 Greece 18 Carl-Johan Pousette and Marcus Tipner Catherine M Karatzas, Alexandra Th Kondyli, Nikos Askotiris and Advokatfirman Hammarskiöld Aris Makripodis Karatzas & Partners Law Firm Switzerland 76 Philippe A Weber and Christina Del Vecchio Hong Kong 24 Niederer Kraft Frey Celia Lam and Christopher Wong Simpson Thacher & Bartlett LLP Turkey 87 İltem Dokurlar and Naz Esen Ireland 31 Turunç Lee Murphy and Ryan Duggan Eversheds Sutherland (Ireland) United Kingdom 93 Clare Gaskell, Deborah Harris and Lucy Gillett Japan 40 Simpson Thacher & Bartlett LLP Kohei Koikawa, Masashi Ueda and Takahiro Yokota Nishimura & Asahi United States 101 Joshua Ford Bonnie, Kevin P Kennedy and Jonathan H Pacheco Luxembourg 45 Simpson Thacher & Bartlett LLP François Warken and Laurent Schummer Arendt & Medernach 2 Initial Public Offerings 2022 © Law Business Research 2021 Hong Kong Celia Lam and Christopher Wong Simpson Thacher & Bartlett LLP MARKET OVERVIEW Notwithstanding that an issuer is not incorporated in any of the eligible or acceptable jurisdictions as listed in the foregoing paragraphs, Size of market if the issuer is able to demonstrate to the satisfaction of the HKSE that 1 What is the size of the market for initial public offerings it is subject to appropriate standards of shareholder protection that are (IPOs) in your jurisdiction? at least comparable to those in Hong Kong, the HKSE is prepared to accept, on a case-by-case basis, different jurisdictions of incorporation In 2019 and 2020, 163 and 146 companies, respectively, were newly as suitable for seeking listing status in Hong Kong. listed on The Stock Exchange of Hong Kong Limited (HKSE), raising a In addition, foreign issuers seeking to list in Hong Kong are not total sum of approximately HK$314.24 billion and HK$400.14 billion, required to have their operations or businesses based in, or otherwise respectively. closely affiliated to, Hong Kong or mainland China. In March 2021, the HKSE announced a public consultation proposing Issuers to streamline the listing regime for overseas issuers, including removing 2 Who are the issuers in the IPO market? Do domestic the distinction between the ‘recognised’ jurisdictions and the ‘accept- companies tend to list at home or overseas? Do overseas able’ jurisdictions, and imposing one common set of core shareholder companies list in your market? protection standards to all issuers regardless of place of incorporation. The HKSE generally welcomes issuers incorporated in different jurisdic- Primary exchanges tions to seek listing status on the HKSE, as long as the relevant issuers 3 What are the primary exchanges for IPOs? How do they can demonstrate to the satisfaction of the HKSE that they are subject to differ? key shareholder protection standards that are at least comparable to those in Hong Kong. Hong Kong Exchanges and Clearing Limited, through its wholly owned Other than companies incorporated in Hong Kong, the HKSE has, subsidiary The Stock Exchange of Hong Kong Limited, is the only stock as of April 2021, recognised companies incorporated in the People’s market operator in Hong Kong. Two platforms – the Main Board and the Republic of China (PRC), the Cayman Islands and Bermuda as ‘eligible’ Growth Enterprise Market (GEM) – are available for issuers seeking to for listing (the ‘recognised’ jurisdictions). The relevant listing appli- be listed. The Main Board is a market for larger and more established cant incorporated in any of these jurisdictions is not required to make businesses that fulfil the HKSE’s higher profit and financial require- specific submissions to seek the HKSE’s approval insofar as jurisdiction ments, whereas GEM is a market for small and mid-sized companies. In of incorporation is concerned. addition, equity securities can be listed on the Main Board in the form of Further, as of April 2021, the HKSE has, based primarily on its shares or depositary receipts, while equity securities can be listed only analyses of the regulatory regimes of general shareholder protection in the form of shares on GEM. standards available in the jurisdictions of incorporation, as well as the At the end of 2019, the shares of 2,071 and 378 companies were existence of cross-border cooperation between securities regulators listed on the Main Board and GEM, respectively; and at the end of 2020, in the home jurisdictions and Hong Kong, identified 28 jurisdictions as the shares of 2,2,170 and 368 companies were listed on the Main Board ‘acceptable’ as a company’s place of incorporation for seeking listing and GEM, respectively. status in Hong Kong. For each such ‘acceptable’ jurisdiction, the HKSE has published a specific country guide that contains stipulations that REGULATION the HKSE considers necessary to be included in the listing applicant’s constitutional documents for shareholder protection purposes. As Regulators long as the sponsor to the listing applicant files a confirmation to the 4 Which bodies are responsible for rulemaking and enforcing HKSE that the principles, laws and practices set out in the relevant the rules on IPOs? country guide are fulfilled and applicable, the HKSE will grant its approval insofar as the listing applicant’s jurisdiction of incorporation The Hong Kong Stock Exchange (HKSE) and the Securities and Futures is concerned. These 28 acceptable jurisdictions are Austria, Australia, Commission (SFC) are responsible for promulgating and enforcing Brazil, British Virgin Islands, Canada (Alberta, British Columbia, the rules and regulations regarding listing matters in Hong Kong. Ontario), Cyprus, England and Wales, France, Germany, Guernsey, Both these regulatory bodies have the statutory duties to ensure an India, Ireland, the Isle of Man, Israel, Italy, Japan, Jersey, the Republic orderly, informed and fair securities market in Hong Kong. The major of Korea, Labuan, Luxembourg, Netherlands, Russia, Singapore and regulations promulgated by the HKSE regarding listing matters are the United States (State of California, State of Delaware and State the Rules Governing the Listing of Securities on The Stock Exchange of Nevada).
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