NASDAQ NORDIC IPO AS A FOREIGN COMPANY 2019 1 IPO ON NASDAQ NORDIC A fast track to capital and a NASDAQ listing NASDAQ is the best-known stock exchange in the world executing REASONS TO IPO ON NASDAQ NORDIC trading of stocks from companies around the globe. Further to giving investors access to trade a company’s shares, a listing on NASDAQ adds credibility and global visibility to a company. ▪ NASDAQ listing ▪ IPO within 6-9 months Especially for small and mid cap companies a listing on NASDAQ in ▪ Raising capital the USA (NASDAQ Capital Markets) is a lengthy and very costly ▪ Low listing costs and low running costs process which requires adherence to SEC regulation which also makes ▪ Access to public capital markets and investors globally the continued listing expensive. ▪ EU presence for non-EU companies With a listing on NASDAQ Nordic, NASDAQ offers a listing on the ▪ Possibility of the company’s stocks to be traded in the US same trading platform and the same NASDAQ branding as a listing on (in USD) NASDAQ in the USA, but at a lower cost and with a faster process. ▪ A single point of contact for the entire listing process with Kapital Partner as financial advisor NASDAQ Nordic offers both an EU regulated market listing (NASDAQ Main Market) and a listing on the market for growth companies (NASDAQ First North). Kapital Partner assists companies in and outside the Nordics to make an IPO on NASDAQ Nordic and simultaneously raise capital in the public markets. We further assist after the listing to ensure compliance with rules and regulations, raising capital in secondary offerings and to trade the stocks in the USA. 2019 2 IPO ON NASDAQ NORDIC Traditional Company and Listing Structure Usually the best IPO structure for a non-local company is to create a local Nordic (Swedish) holding company which issues the shares to be listed. The formation of the holding structure is fast and easy. The existing shareholders of New shares in Company AB are Original issued and thsese and the Company Ltd are the IPO shareholders of Company AB shareholders existing shares are listed on Nasdaq Nordic New Swedish limited (AB) Company holding company is AB established through a share for share transaction Existing company either Company holding company or the Ltd. operational company 2019 3 STOCK EXCHANGE SEGMENTATION General segmentation and thresholds The exchange segmentation illustrates the general perception of which market and list a company fits in terms of size, market capitalization and capital needs and are, thus, not based on any requirements. A company may elect a stock exchange and list that is made for either small or larger companies, subject tot the stock markets exceptance. Main Market IPO > EUR 50M Market Cap > EUR 200M Institutional investors Nasdaq Main Board Semi-institutional investors Nordic Growth Market (NGM) Professional investors Private investors Premium Segment IPO EUR 10 – 50M Market Cap < EUR 200M Semi-institutionelle investors Nasdaq First North Premium Professional investors Private investors Growth Market IPO EUR 2 – 20M Market Cap < EUR 200M Private investors Nasdaq First North Growth Market Professional investors Spotlight Stock Market NGM MTF 2019 4 NASDAQ NORDIC LISTING REQUIREMENTS Main requirements Nasdaq First North Nasdaq First North Nasdaq Main Market Premier Growth Market Growth Market Free Float 25% 25% 10% Market Cap Min. EUR 1M Min. EUR 10M n/a Listing document Full Prospectus Company Description, growth Company Description, growth prospectus or full prospectus prospectus or full prospectus Accounting standard IFRS IFRS Local standard Years of operation Min. 3 years n/a n/a Corporate governance Local code Local code n/a Documented or sufficient Profitability financial resources n/a n/a n/a, but ability to comply Certified Adviser Yes Yes with disclosure requirements Examination Legal Certified Adviser Certified Adviser 2019 5 NASDAQ LISTING REQUIREMENTS Nasdaq First North (Nordic) vs. Nasdaq Capital Market (US) A listing on Nasdaq First North corresponds to a Nasdaq Capital Market listing, but there are substantial fewer requirements in oder to IPO on Nasdaq First North Nasdaq Nasdaq First North Nasdaq Capital Market Premier First North Stockholders’ equity USD 5M n/a n/a Market value of publicly held shares USD 15M n/a n/a Operating history 2 years n/a n/a Net income USD 0/USD 750,000 n/a n/a Unrestricted publicly held shares 1,000,000 25% 10% Number of shareholders 300 300 300 Market makers 3 n/a n/a Minimum share price USD 2/4 n/a n/a 2019 6 IPO PROCESS Typical IPO process from start to first day of trading ▪ Company and market ▪ Kick-off meting with the stock ▪ Pre-subscriptions ▪ First day of review exchange and the FSA ▪ Preparation of PR and trading ▪ Initial valuation and ▪ Agreements with settlement marketing offering bank, selling agents, CSD, ▪ Preparation of retail ▪ Investment case etc. roadshow Time schedule agreed upon ▪ ▪ Company IR-site with stock exchange and FSA ▪ Landing page Week 1-3 Week 7-18 Week 19-27 Week 28-29 Week 4-6 Week 8-12 Week 20-27 Week 30 ▪ KYC ▪ Drafting of prospectus/Company ▪ Stock exchange’s approval of ▪ Subscription periond listing application ▪ IPO time schedule Description ▪ Publication of IPO ▪ Approval of the prospectus by ▪ Due diligence ▪ Investor meetings and ▪ Overall assessment of the stock exchange and the road show company and IPO ▪ Preparation of investor FSA presentation materials ▪ PR and marketing 2019 7 ONE POINT OF CONTACT Kapital Partner is project lead manager and single point of contact Lawfirm Accunting firm Liquidity Stock Provider Exchange ICSD Listing Prerequisites Company Announce Issuing, -ments Settlement transfer and Listing Distributor Bank trading of Process stocks FSA KAPITAL PARTNER Prospectus/ Lawfirm Distribution Company Marketing Agents Agency Description Stock Exchange Accunting PR & firm Roadshow Marketing Investors & Marketing Venues Agency 2019 8 KAPITAL PARTNER Team Jesper Ilsøe Søren Pontoppidan Partner Partner Prior to Kapital Partner: Prior to Kapital Partner: Nordea, Nordea, Danske Bank, Gudme Enskilda, Sydbank, Incentive, Raaschou. Korral Partners, Mangold. Core Team Lars Vindahl Henrik Brünniche Lund Director Partner Prior to Kapital Partner: Danske Prior to Kapital Partner: Ørsted (DONG), Bank, Spar Nord Bank, Danish A P Møller Mærsk, Carnegie, Danske Shareholders Association. Bank, Nordea, Sydbank. July 2019 9 Jesper Ilsøe Henrik Brünniche Lund Partner Partner +45 26 80 27 28 +45 30 30 99 08 [email protected] [email protected] CONTACT Søren Pontoppidan Lars Vindahl Partner Director Kapital Partner +45 29 64 81 07 +45 42 92 92 80 Jernbanegade 4, 1608 Copenhagen [email protected] [email protected] Denmark +45 8988 7846 www.kapitalpartner.dk KAPITAL PARTNER ● JERNBANEGADE 4, 3. ● 1608 COPENHAGEN ● DENMARK ● +45 8988 7846 ● KAPITALPARTNER.DK.