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Sink Or Swim: Lessons Learned from the 2014 Ipo Season

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Sink Or Swim: Lessons Learned from the 2014 Ipo Season SINK OR SWIM: LESSONS LEARNED FROM THE 2014 IPO SEASON IN-DEPTH ANALYSIS BY THE MBS GROUP MARIA G HENDERSON Partner & Head of the Private Equity Practice MOIRA BENIGSON Partner & Head of the Board Practice CONTENTS 1. INTRODUCTION 3 2.KEY FINDINGS 4 3. CONTEXT 5 4. THE PROCESS 8 5. THE IPO PROCESS AND ITS DEMANDS ON THE BUSINESS 9 6. APPOINTING THE NON-EXECUTIVE BOARD 13 7. MANAGING THE TRANSITION TO PLC 16 8. THE IPO PROCESS VERSUS OTHER M&A TRANSACTIONS 19 9. SUMMARY 21 1.INTRODUCTION 2014 is the year of the IPO. In the first half of the year, the London Stock Exchange saw 79 new listings, 37 on the Main Market. Of those, 21 have been consumer and retail businesses (Main Market: 12). The trend is set to continue into the second half, but in the first six months of 2014 alone, there have only been 18 fewer IPOs than in the whole of 2013. Particularly notable floats in the sector have included Poundland, Pets at Home and more recently SSP. Performance has been mixed and there has been much commentary on froth, fatigue and saturation in the market. As a result several IPO hopefuls have cancelled or stalled plans to list, while others have instead opted for entirely different transactions, such as House of Fraser and Travelex, both of which went through a trade sale in the spring. In the context of such a fluid and changing market, we have set out to understand what it takes to build an IPO- ready business and board that can react quickly to favourable market conditions. We have also examined the effects of the IPO process on a business and its key executives. In researching this report we have sought a wide range of views, interviewing a mixture of Chief Executives, Chief Financial Officers, Chairmen and Non-Executive Directors from most of the companies that have listed in the sector in 2014 or late last year. We have also interviewed a selection of investors, private-equity backers and advisors, as well as those involved with some of the businesses that were going to float but didn’t. Throughout, we have focused on the consumer-facing industries. LESSONS LEARNED FROM THE 2014 IPO SEASON 3 2.KEY FINDINGS 1 The IPO process weighs heavily on the CEO, CFO and wider finance team, severely diminishing their ability to focus on the day-to-day running of the business 2 Strength and depth in the management team is vital to ensure smooth operational management while the CEO and CFO are focused elsewhere. During the process, any dent in performance could seriously undermine investor confidence 3 Most businesses reported that they should have appointed their non-executive boards earlier in the process. Many attempted to draw non-executive talent from the same narrow pool, suggesting a need for more robust search processes 4 Across the top teams (CEO, CFO, Chairman and NEDs), just 12pc had prior IPO experience. Meanwhile, 70pc had previously worked in a PLC 5 Many 2014 IPOs were for previously PE-owned companies. There is a significant difference from a cultural, technical and procedural perspective moving from a PE-backed environment to a PLC. Managing the period of transition requires careful consideration and planning 6 Experience of other M&A transactions is good preparation for an IPO, though there are some key ways in which it differs from other types of sale 4 THE MBS GROUP 3.CONTEXT THE STORY SO FAR Towards the end of 2013, we saw the pre-cursor for The next few weeks also saw a number of smaller the increased IPO activity that was to follow in 2014 as businesses join the AIM market – Dalata Hotel Group, the likes of Conviviality Retail, the franchised off-license which operates in the Republic of Ireland; Scholium and convenience chain best-known for its Bargain Booze Group, a specialist art retailer; boutique hostel Safestay, outlets, apparel retailer Bonmarché, London-focused and; Patisserie Holdings, the business behind the estate agent Foxtons, and leisure operator Merlin high street bakery and café chain Patisserie Valerie. Entertainments all joined the London Stock Exchange. The hype continued in early April when technology Kicking off the consumer IPOs in 2014 was another start-up Just-Eat launched on the market. The online convenience chain, this time McColl’s Retail Group, which take-away portal floated at the top of its 210-260p opened its shares up to the public markets at the end intended price range, valuing the business at almost of February. Three days later, it was followed by online £1.47bn. appliances retailer AO World (formerly Appliances Online), the first of several digital businesses to list. A week on, A number of other businesses then joined in quick Koovs, the online clothing retailer that sells in India but succession, including retailers Card Factory, Shoe Zone is based in the UK, listed on the AIM index. and Game Digital, and online businesses MySale and Zoopla Property Group. The middle of March saw the start of the highest profile IPOs. On the 14th, boohoo.com, the Manchester-based June also saw a number of larger businesses float; Lloyds fashion e-tailer, made its debut on the market, followed Banking Group launched the IPO of TSB Bank alongside closely by retailers Poundland and Pets at Home, both motoring services provider The AA, specialist leisure and of which listed on the 17th. It was a mixed day as Pets insurance business Saga Group, and discounter B&M Retail. at Home saw its share price drop by nearly 3pc in the The AA was the largest by offering value of all European first day of trading, while Poundland’s shares soared more IPOs in the first half (in part due to the fact that 100 of than 20pc. The inevitable talk of froth in the IPO market its shares were made available), followed by B&M Retail. began to occupy investor circles and the commentariat. The final IPO of the first half was Stelios Haji-Ioannou’s easyHotel business. Despite pessimism that had developed in the marketplace, the second half of the year saw travel catering giant SSP Group and private hospital network Spire Healthcare push through with IPOs before the summer break. LESSONS LEARNED FROM THE 2014 IPO SEASON 5 SHARE PERFORMANCE Company Intended Price Float Valuation Share Performance (%) Name Range (where public) price on Float (p) (p) (£m) 1 day 1 week 1 month McColl's Retail Group 191 200 -6.8 -4.7 -6.8 AO World 285 1,200 28.4 24.9 7.0 Koovs 150 £36 22.7 24.0 21.3 Boohoo.com 50 560 40.0 26.0 -2.0 Poundland Group 250-300 300 750 23.3 27.3 23.3 Pets at Home Group 210-260 245 1,175 -2.9 0.4 -14.3 Dalata Hotel Group €2.50 €305 -8.0 -7.6 -3.6 Scholium Group 100 16 0.0 0.0 -10.0 Safestay 50 7 16.0 22.0 20.0 Patisserie Holdings 170-200 170 170 13.5 17.6 20.0 Just Eat 210-260 260 1,456 8.8 -3.8 -11.5 Card Factory 225-300 225 767 -10.7 -12.0 -6.7 Shoe Zone 160 80 5.6 8.1 10.6 Game Digital 200-220 200 340 -1.5 -2.0 6.0 MySale Group 226 340 -1.3 3.1 -4.0 Zoopla Property Group 200-250 220 919 5.0 3.2 10.0 TSB Bank 220-290 260 1,300 11.5 4.2 8.5 AA 250 1,385 -7.2 -0.8 -2.4 Saga 185-245 185 2,700 -9.7 -1.1 -3.2 B&M European Value Retail 230-290 270 2,700 8.1 5.6 -0.7 easyHotel 9.4 23.8 23.1 SSP Group 200-240 210 997 7.1 7.1 12.9 Spire Healthcare Group 210-300 210 842 0.5 1.9 4.3 6 THE MBS GROUP ABORTED IPOS PRIVATE EQUITY BACKERS PRE-IPO Amongst the negative conversations beginning to surround IPOs, and with such mixed share price performance across The AA CVC, Permira, Charterhouse newly-listed businesses, 2014 also saw a number of businesses that considered cancelling or stalling an IPO B&M Retail Clayton Dubilier & Rice (CD&R) or pursue alternative options. Other market shocks, such Card Factory Charterhouse as unexpectedly poor results from SuperGroup and ASOS in the fashion sector, and rising geopolitical concerns also Game Digital Elliot Partners weighed heavily on investor sentiment. Just-Eat Vitruvian Partners (plus VC backers) During the course of the year lifestyle brand Fat Face, McColl’s Retail Group Cavendish Square Partners backed by Bridgepoint shelved its IPO whilst online retailer Pets At Home Group KKR The Hut ruled one out. Meanwhile, department store Main Market House of Fraser, A.S. Watson Group, the health and beauty Poundland Group Warburg Pincus business that counts Superdrug amongst its brands, fashion retailer Blue Inc., online clothing store MandM Direct and Saga Group CVC, Permira, Charterhouse foreign currency exchange Travelex all opted for a private Spire Healthcare Cinven sale instead of listing. SSP EQT Photobox, the business behind Moonpig.com, abandoned Patisserie Holdings Risk Capital Partners its IPO plans due to what it called the “volatile” performance AIM of recent IPOs, securing a credit facility to invest in its future instead, while the airline Wizz Air cancelled its plans due to “market volatility in the airline sector”. THE INTERNATIONAL PERSPECTIVE Over the summer, regulatory filings show that a number In this report we have concentrated on the UK market.
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