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CURRENTLY SPEAKING EP&B Webinar Series 1 THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES.

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Presentation on theme: "CURRENTLY SPEAKING EP&B Webinar Series 1 THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES."— Presentation transcript:

1 CURRENTLY SPEAKING EP&B Webinar Series 1 THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES

2 CURRENTLY SPEAKING 2 Welcome  You are on mute  A link to a recording of the webinar will be available  We can take questions by using the chat function, we will respond to your questions by after the webinar David Ryan Partner Bridging Borders Webinar Series Welcome

3 CURRENTLY SPEAKING 3 Welcome Bridging Borders Webinar Series Overview  Is an IPO and listing on the ASX right for your company? - Advantages and Disadvantages of Listing  The IPO Journey – Procedures for Listing on the ASX  What to watch out for – Issues and Challenges David Ryan Partner

4 CURRENTLY SPEAKING 4 Welcome Bridging Borders Webinar Series Is an IPO and listing on the ASX right for your company? AdvantagesDisadvantages Access to Australian capital markets Compliance with ASX Listing Rules can be costly Exit mechanismReduction in control Increased market awareness Increased disclosure requirements and financial reporting Equity incentive schemes to incentivise employees New responsibilities and restrictions for management Provides secondary market liquidity and greater access to funding Share price is exposed to stock market fluctuations David Ryan Partner

5 CURRENTLY SPEAKING 5 Welcome Bridging Borders Webinar Series The IPO journey David Ryan Partner Listing a foreign company on the ASX Incorporate a new Australian holding company for the group List the existing foreign company on the ASX

6 CURRENTLY SPEAKING 6 Welcome Bridging Borders Webinar Series The IPO journey David Ryan Partner Full ASX listing 'Foreign exempt' listing Listing a foreign company on the ASX Incorporate a new Australian holding company for the group List the existing foreign company on the ASX

7 CURRENTLY SPEAKING 7 Welcome Bridging Borders Webinar Series The IPO journey 'Foreign exempt' listing David Ryan Partner For large companies with primary listing on another stock exchange Must have either: net tangible assets > $2 billion; OR profit before tax > $200 million Primary listing on a member of World Federation of Exchanges 1,000 holders of $500 or more Listing rules for admission/fees/trading halts/ settlement apply – other rules do not apply Parallel announcements required Other requirements:  Register as a foreign company  Australian interests traded as (beneficial) CHESS Depositary Interests (CDI) Examples: Alcoa Inc. and Anglogold Ashanti Limited

8 CURRENTLY SPEAKING 8 Welcome Bridging Borders Webinar Series The IPO journey Full ASX listing for a foreign entity David Ryan Partner Rules the same as for "primary" listing on ASX Any foreign company can seek a full ASX listing provided it meets ASX's admission criteria including financial thresholds and shareholder spread Admission CriteriaGeneral Requirement Number of Shareholders Minimum 400 A$2,000 or Minimum 350 A$2,000 and at least 25% held by unrelated parties or Minimum 300 A$2,000 and at least 50% held by unrelated parties Company SizeProfit TestA$1 million aggregated profit over past 3 years and A$400,000 consolidated profit over last 12 months or Assets TestA$3 million net tangible assets after deducting costs of fundraising Or A$10 million market capitalisation

9 CURRENTLY SPEAKING 9 Welcome Bridging Borders Webinar Series The IPO journey Full ASX listing (cont.) David Ryan Partner Specific requirements  Disclosure document (ie. Prospectus)  Constitution to comply, or adopt Appendix 15A  Disclosure of takeovers and substantial shareholding regime  Disclosure of governance regime  ASX waivers often required Australian share sub-register:  CHESS sub-registry for Bermuda, NZ, PNG corporations  Others: CDIs Financials: disclose differences in accounting standards (investors would expect AUD financials)

10 CURRENTLY SPEAKING 10 Welcome Bridging Borders Webinar Series The IPO journey Trading in CHESS Depository Interests Trade as a form of depositary receipt – CHESS Depositary Interest (CDI) Same economic benefits of actual ownership with key differences set out below David Ryan Partner SharesCDIs Shareholders hold legal title Settled through ASX's electronic trading system, CHESS CDI holders hold beneficial title to the underlying shares with legal title to the shares held by CHESS Depository Nominees (CDN), a subsidiary of ASX Entitled to attend the shareholder meetings and vote in person Same voting rights but manner of exercising voting rights different:  Instruct CDN to vote in a particular manner  Appoint themselves as CDN's proxy  Convert CDIs into a holding of Shares prior to AGM

11 CURRENTLY SPEAKING 11 Welcome Bridging Borders Webinar Series The IPO journey Examples of foreign companies listed on ASX David Ryan Partner Dual ListingPrimary ListingForeign Exempt A2 Milk Company Limited (ASX and NZX) GI Dynamics, Inc (US company listed on the ASX) Alcoa Inc TOWER Limited (ASX and NZX) Vista Group International Limited Unilife Corporation (US company listed on the ASX) Anglogold Ashati Limited Reva Medical, Inc (US company listed on the ASX) Heartware International, Inc. (US company listed on the ASX)

12 CURRENTLY SPEAKING 12 Welcome Bridging Borders Webinar Series The IPO journey David Ryan Partner A typical timetable for the IPO process Execution Completion Planning 1 – 2 months 3 – 4 months 2 weeks Consider alternative options (eg trade sale) Is the timing right? Commence due diligence Restructure Prospectus preparation Commence Pre-marketing Sign UWA/OMA, lodge prospectus with ASIC and lodge listing application with ASX Prospectus exposure period Offer period / marketing roadshows Allocation, closing and listing

13 CURRENTLY SPEAKING 13 Welcome Bridging Borders Webinar Series Offer Structuring David Ryan Partner Pricing and institutional engagement Ideal register composition (cornerstone investors) Domestic offer only / tap international markets? Sell down / new issue / both? Underwritten / lead managed? Key structuring questions

14 CURRENTLY SPEAKING 14 Welcome Bridging Borders Webinar Series Being IPO ready David Ryan Partner IPO story Structure & tax Financial information Develop "IPO story" early to ensure alignment of marketing efforts Identify operational "KPIs" to support IPO story Identify source and use of funds and growth plans Gather information needed to prepare disclosure document Identify vehicle for listing and convert to public company (if necessary) Identify key tax and corporate structuring issues Determine optimal corporate structure, financing arrangements and distribution policy Identify accounting challenges Agree level of financial information to be included in disclosure document (historical information, pro-forma adjustments and forecasts)

15 CURRENTLY SPEAKING 15 Welcome Bridging Borders Webinar Series Being IPO ready David Ryan Partner Offer structure Corporate governance Listed company Infrastructure Determine optimal offer structure – sell down and/or raise new capital? Institutional, broker firm, retail offers Identify offer jurisdictions Bookbuild, pricing and allocations Determine escrow requirements Establish appropriate Board and Board Committees (Rem, Audit, etc) Independent non-executive directors Document corporate governance policies / risk management protocols Document access, insurance and indemnity arrangements (check IPO cover) ASX Corporate Governance Principles & Recommendations Adopt listed company constitution Identify necessary waivers Establish systems to enable compliance with financial reporting and disclosure obligations Develop strategic investor relations program Share registry

16 CURRENTLY SPEAKING 16 Welcome Bridging Borders Webinar Series Being IPO ready David Ryan Partner Management and employees Underwriting / Offer Management Advisers Identify management with requisite expertise to undertake IPO and run listed company Prepare executive service contracts Determine appropriate executive incentive arrangements Identify and engage underwriters/offer managers Prepare underwriting/offer management agreements Legal counsel / tax advisers Independent accountant Technical experts PR/Communications adviser

17 CURRENTLY SPEAKING 17 Welcome Bridging Borders Webinar Series Being IPO ready David Ryan Partner Due diligence committee DDPM Key issues register Verification DDC Report/ sign offs Due Diligence Process

18 CURRENTLY SPEAKING 18 Welcome Bridging Borders Webinar Series Issues and Challenges David Ryan Partner To ensure there are no misleading or deceptive statements or omissions To verify statements of fact and ensure reasonable grounds for forward looking statements To assist in establishing due diligence defence Due Diligence Process Why conduct due diligence?

19 CURRENTLY SPEAKING 19 Welcome Bridging Borders Webinar Series Issues and Challenges Prospectus Liability David Ryan Partner Civil and Criminal Liability Misleading or deceptive statements Omission of information as required by law After lodgement of prospectus, new circumstances require disclosure and a replacement prospectus is not issued Who may be exposed to liability? Parties involved in the IPO process (including but not limited to): Offeror of securities (the company) Directors and proposed directors Underwriters Persons in contravention of the law Defences 'Due Diligence Defence' – made all enquiries which were reasonable and believed the statements were not misleading or deceptive Unaware of the new circumstances that had arisen Reasonably relied on information provided by someone outside the company (eg. professional advisers)

20 CURRENTLY SPEAKING 20 Welcome Bridging Borders Webinar Series Issues and Challenges Life as an ASX Listed Entity David Ryan Partner Share Issues Termination benefits Related parties Financial reporting Continuous disclosure ASX – 15% (or 25% if applicable) limit Ability to undertake rights issue or share purchase plan Approval required for issues to related parties (eg. directors) ASX imposed shareholder approval requirements Immediately inform the market of information that would have a material effect on the price or value of securities Timing and format of financial reporting requirements Restrictions imposed under ASX Listing Rules

21 CURRENTLY SPEAKING 21 Welcome Bridging Borders Webinar Series Issues and Challenges Ongoing requirements for Foreign Companies Same continuing obligations as Australian companies, unless foreign exempt listing ASX may impose additional disclosure requirements or waive certain Listing Rules Eg. Australian takeover and substantial shareholder provisions do not apply to companies incorporated outside Australia, ASX requires a statement of that fact in each annual report and an undertaking to disclose to the market promptly David Ryan Partner

22 CURRENTLY SPEAKING 22 Welcome Bridging Borders Webinar Series Key Takeaways David Ryan Partner Start preparations early and view the IPO as a continuing process rather than a one-off financial event Develop a good business plan and credible investment story Determine whether an IPO is the right option It is not as complicated as people often think Appoint an experienced IPO team early in the process (ie. lead managers, underwriters, lawyers, accountants etc) Be realistic – it is important to understand the amount of work and time involved in preparing for an IPO

23 CURRENTLY SPEAKING 23 Welcome Bridging Borders Webinar Series THANK YOU David Ryan Partner David Ryan Partner


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