Making the Most of Your IPO
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Making the most of your IPO April 2011 Agenda • Why? Where? • The process • The important bit: After 2 In a successful IPO, the underwriter/financial adviser ensures the professional execution of a transaction and helps to align an issuer’s objectives with market expectations and investor perceptions Why float? Underwriter / Financial Adviser Why invest? Corporate Finance Issuer Equity Capital Markets Investor Syndicate Business factors Equity Sales and Trading Company Raise funds Equity Research Convincing equity story Provide acquisition currency, Competent and experienced i.e. shares senior management Broaden shareholder base Establish “market price” Transaction Provide liquidity for existing Share Offer structure (size, ratio etc.) shareholders offering Stock exchange Soft factors Peer performance Increase financial and strategic flexibility Industry attractiveness Enhance public profile and Other advisers: credibility Legal Counsel Support management and Macro and geopolitical outlook Auditor employee incentive schemes Technical Advisers (engineers, geologists, geophysicists etc) Appraiser PR Adviser 3 A variety of stock exchanges and markets offer different advantages for issuers Deutsche Borse* NASDAQ OMX Nordic** MICEX RTS Number of listed companies: 755 Number of listed companies: 774 Number of listed companies: Number of listed companies: 75 250 Aggregate market cap: US$1,519bn Aggregate market cap: Aggregate market cap: US$1,070bn Aggregate market cap: US$1,070bn US$1,053bn KASE London Stock Exchange Number of listed companies: Number of listed companies: 1,416 109 NYSE Euronext (US) Aggregate market cap: Number of listed companies: Aggregate market cap: 2,318 US$6,342bn US$62bn Aggregate market cap: US$14,460bn AIM Number of listed companies: 1,174 Aggregate market cap: US$132bn NASDAQ OMX Number of listed companies: 2,773 Aggregate market cap: US$4,072bn . NYSE Euronext (Europe) Hong Kong Stock Exchange Singapore Exchange*** Tokyo Stock Exchange Number of listed companies: Number of listed companies: Number of listed companies: Number of listed companies: 1,133 1,421 782 2,289 Aggregate market cap: Aggregate market cap: Aggregate market cap: Aggregate market cap: US$3,189bn US$2,669bn US$620bn US$4,020bn Data as of April 2011 * Deutsche Borse: excluding the market segment “Freiverkehr” (unofficial regulated market ) 4 ** NASDAQ OMX Nordic Exchange: OMX includes Copenhagen, Helsinki, Iceland, Stockholm, Tallinn, Riga and Vilnius Stock Exchanges *** Singapore Stock Exchange: Main Board & Sesdaq David and Goliath – The emergence of the local Kazakhstani capital market KASE London Stock Exchange Number of Companies KASE – 110 issuers Main Market – 1,416 issuers AIM – 1,173 issuers Market Capitalisation Total US$62.243 billion Main Market – US$6,342 billion AIM – US$132 billion Trading volume* US$29.8 million Main Market – US$154billion Trading volume reached it’s historical daily record of US$2.6 AIM – US$7.3 billion billion on 25 November 2009 Level of concentration Top 10 companies: Top 10 on Main Market: . market cap - US$53.829 billion, representing 87% of the KASE . total market cap – US$1,690 billion, representing total market cap c.25% of the total market cap . individual market capitalisations range from US$173.9 million to 20.1 billion Top 10 on AIM: . total market cap US$ 243 billion, representing about 35% of the total market cap Investors*** US$15.3 billion invested by PFs US$2,544 billion under the management of pension US$10.5 billion invested by second tier banks funds US$1.6 billion invested by INS** US$2,808 billion managed by insurance funds US$1.8 billion invested by Mutual funds US$729 billion managed by mutual funds US$0.5 billion under the management of brokerage houses, asset management companies and investment funds Source: AFN, KASE and LSE Exchange rates: 145.57 KZT/USD and 1.59 USD/GBP *Shares trading volume for February 2011 5 **INS – insurance companies ***KASE: as of 1 Jan 2011; LSE: end 2009 Agenda • Why? Where? • The process • The important bit: After 6 Initial public offering – key steps and management input Phase I: Phase II: Phase III: Phase IV: Instigation of IPO process Due diligence and Marketing, distribution Company preparation documentation and allocation Finalise Investors Prepare IPO Auction, Appointment of Confirm business plan, Completion of audits, Carry out legal and presented to by VC strategy, update subscription, Visor Capital decisions on company and tax reviews and financial due diligence, research analysts, valuation and bookbuilding, and other headline IPO capital structure establishment of prepare documentation followed by finalise marketing pricing and advisors details and management corporate and research report management structure allocation team governance practices roadshow 1 - 2 weeks* 8-24 weeks* 6 - 8 weeks* 3 - 4 weeks* Tasks Tasks Tasks Tasks Mandate Visor Capital (VC) Establish communication guidelines Develop equity story in conjunction Participate in investor marketing Select and appoint other advisors with VC and lawyers with VC roadshow following discussions with VC Complete working capital model and Draft presentation to VC analyst Discuss equity story and address Review timetable for IPO business plan Meet with research analyst prior to potential investors’ concerns Company preference Complete all capital and corporate drafting of research report Participate in pricing and Market windows restructuring required prior to IPO Draft presentation to potential bookbuilding discussions with VC Confirm offer type and size Complete audit of previous years investors following investor feedback on story and valuation Public, domestic offering on accounts to required standards Assist in drafting of prospectus KASE; or international market Review tax implications of IPO Develop PR strategy in conjunction Authorize issue of shares and Base transaction size covering Put in place infrastructure in line with with PR agency for investors, wider admission of shares to trading capital increase and placement of best-practice corporate governance public and employees, as appropriate “existing shares” guidelines Over-allotment allocation Management incentive schemes put Financial controls and checks in place Set-up steering and operating Structure of board and Negotiate underwriting agreement committees to guide company independent directors through IPO process Confirm marketing focus in Ensure briefing of Board by lawyers conjunction with choice of market as to duties, responsibilities and Domestic/international investors liabilities of directors of public company * Time frames provided for guidance only. Timing of Phase IV subject to choice of market and listing process. 7 Agenda Why? Where? The process The important bit: After 8 Why commit to investor relations? Achieving efficient, cost-effective access to capital means - entering into a dialogue and developing relationships Access to Capital with the investment community over time so that its participants become cognisant with the company and its investment proposition Liquidity Profiling and explaining a company to the investment community on a continual basis can assist the company in attracting pools of buyers and sellers and the potential for higher frequency in the trading of its shares Fair Communicating to and with the investment community will enable a company to detail its own record of its Valuation performance and its strategy using disclosed information. This will help the company to understand how it is being evaluated and whether or not the market’s expectations towards the company are in line with its own Availability of low cost capital on an ongoing basis 9 Institutional investors are key stakeholders The most important category of investors, owing to the total weight of assets they manage and the degree to which they can invest Institutional Investment horizon is mostly long-term investors Diversity in size and depth of funds, areas of focus, and investment strategies What they want? Want to understand the dynamics of the business, in which the Company operates, potential growth rates, track record, defensibility of the Company’s market, valuation, etc. Have short-term aspirations Their interest is driven by changing sentiment towards industry sectors, perceived value Private opportunities, attractive yield, tax-efficiency Companies need to display investors Create additional liquidity for the Company’s share, as they tend to buy and sell smaller parcels of shares quickly openness and to maintain a constructive dialogue with all key stakeholders, Analysts play a pivotal role in in the relationships between a company and its investors including media, particularly Their main objective is to forecast company’s performance, which is vital in setting market expectations on Company’s profitability and future growth in difficult times Analysts Their research notes are targeted mainly at institutional fund managers What they want? Want to have a deep understanding of the Company, its key drivers, macro influences, etc. For all publicly listed companies, which have a duty to engage with their shareholders – Media effective communication with the financial press is more important that ever Far cheaper way of building a company’s reputation than advertising 10 Building the Investor Relations Programme Formulating the • Critical analysis of the strengths and weaknesses of the Company • What category of investors