IPO journey

It's easy to underestimate the effort required to prepare your business for life as a public company. Our team will help you thoroughly assess where your company stands and what the key gaps are, so that you can dedicate your time to where it's needed most. Our IPO/Exit Readiness assessment uses a holistic framework to take an in-depth look at your organisation and its processes, systems, and overall preparedness to operate as a public company. We leverage our experience to then plot the gaps identified during the assessment alongside your IPO timeline to develop a roadmap to the capital market that is tailored to your needs and goals.

• What makes you stand out / What is your investment case? Why should a new investor buy your shares?
• Do you have a robust business plan? Can you articulate where the business has come from and your strategy / vision for the future?
• How does your business case compare to the sector? How well are you performing in comparison to your peers?
• Can you explain your positioning in the market and where growth will come from?
• What are the key propositions for your business and how can they be evidenced (e.g. KPIs, Key Performance Indicators)?
• Who are your competitors, their relative size and position in the industry?
• What are the KPIs your peers report? How do your KPIs compare?
• What financing do you have in place and what is your optimal capital structure going forward? Will you need to refinance ahead of an IPO?
• How will you use any proceeds raised? What will your free float (%) be?

• Do you have audited historical financial data available in the reporting standard required for prospectus / disclosure document purposes?
• Does your historic performance support an attractive Equity Story?
• Can you explain any historic deviations from your business plan?
• How do your historic KPIs and data compare to potential peers?
• Do you have significant acquisitions or disposals that need to be dealt with in the track record?

• What is your current reporting timetable and do you need to change / speed up the reporting cycle to be able to report as a public entity?
• Do your current financial and operating systems and controls allow you to plan effectively and robustly?
• Can you explain any deviations in actual performance versus forecasts?
• Do you have established processes for reforecasting during the year that allow to update the Board and the market (e.g. ad-hoc announcements)?
• Are appropriate reporting lines, tools and functions in place and operating effectively?

• Do the financial systems in place give you the financial information you need?
• What consolidation tools are currently used? Are these robust?
• Do you have appropriate controls over the key systems and procedures?
• Are your controls robust, documented and effective?
• Is there an internal audit function?
• What are the manual activities during the close cycle?

• How do you prepare the governance of the group for public company life and governance standards and requirements?
• What’s the ‘tone at the top’? Are you acting as a public company already?
• Who will sit on the Board of Directors and do they have appropriate capabilities and experience (consider the balance of executive and non-executive directors)?
• What board committees are in place - audit, remuneration, nomination?
• Will you have a controlling shareholder and need for a relationship agreement?
• Will the board be fully compliant with the selected corporate governance code?
• What information will the Board receive and how regularly?
• What will the company secretarial function look like?
• Are you ready for increased disclosure about the business?
• How mature is the group's risk management and how embedded in how the business is managed?
• How do you identify, monitor and manage risk?
• Do you have code of conduct / whistleblowing / anti-bribery policies?

• Do the current management team and employees have the right technical, regulatory qualifications, skills and experience to meet the demands of a listed company?
• Do you have appropriate succession planning in place?
• Does the remuneration system hold external benchmarking? Are adjustments required to reflect a public listing?
• Are management and key employees incentivised to deliver the deal?
• What additional resources do you need in place (financial, Human Resources, external support)?

• Do you have a sustainability positioning and strategy in place, which is supported and communicated by management?
• Is your ESG (Environmental, Social, Governance) strategy integrated into your Equity Story?
• What factors are the most important to the company's corporate responsibly and to its long-term business success?
• What ESG-related ongoing reporting and disclosure requirements become / are relevant for you and when?
• Are there processes, tools and resources in place to produce consistent, reliable, and reproducible data?
• Is there a need for assurance over non-financial KPIs?

• How resilient and scalable are your IT systems to reflect future growth?
• Could your financial system be vulnerable to a cyber attack?
• Do you have robust disaster recovery systems?
• Are you sufficiently prepared to protect your business against a cyber attack?

• Have you identified the legal entity to be listed? Where will your holding company be located?
• What legal entity / structure reorganization will need to be implemented?
• Have you considered the tax planning and strategy matters relating to an IPO e.g. what will your effective tax rate be post IPO, what is your peer group ETR (Effective Tax Rate) and how will you bridge / explain any gap?
• Have you considered the required tax disclosures as a public entity?

• Who do you trust to work with you and who has the right experience to deliver smooth execution process?
• When you run a selection process, what are the key things you want to understand?
• Advisers needed will include Banks / Financial adviser, Auditors, Lawyers, Financial Public Relations, and others.
• Do you have an internal IPO project team and who is your ‟Deal Captain”?
• Consider whether interim finance team resource is needed to support management during the IPO process.

IPO execution involves transaction diligence, as well as the preparation of the required documentation for submission to the regulator and prospective investors. The process involves carefully orchestrating multiple workstreams, including marketing, legal, accounting, tax and prospectus preparation. This will need to be managed in addition to running your business as usual, which becomes even more important in the lead up to the IPO.

• How do you enable your advisors to work seamlessly together?
• Do you have a clear IPO project plan / timetable with clear division of responsibilities?
• What messages do you want to give to the working group early (positioning, valuation, responsibilities, etc.)?

• Which investors should you target and what will they want to know about you?
• Who will drive the early investor marketing process (where appropriate)?
• Prepare investor presentation and rehearse your investment case.
• What feedback do you need from these early investor meetings?

^{NB: Conducted well ahead of the formal IPO process. Depending on the readiness of the company, these meetings can take place as early as 6‒12 month ahead of the IPO.}

• What is the scope of the legal, financial and commercial due diligence?
• Do you have the information to address the due diligence requirements?
• Which members of the management team will need to own and participate in the due diligence process?
• If a dual track process is pursued, vendor due diligence reports may be needed.
• What input is required for prospectus drafting? Who is internally coordinating deliverables?
• Who reviews any new draft versions and approves changes?

• Is your investor relations function in place? What investor and media relations materials do you need (website, presentations, video, Q&A)?
• What and where are the opportunities for you to tell your story (conferences, investor strategy days)?
• What activities, processes or procedures do you have to effectively coordinate IR (Investor Relations) and PR (Public Relations) functions?
• Are your financial and non financial KPIs developed, relevant in steering the business, and compliant with reporting requirements?
• What are your overall communication objectives? Who is your audience? What is your communications plan, particularly when dealing with bad news or unexpected events? Will you have a disclosure committee?
• What is your strategy to deliver on pre-IPO promises?
• How will monitor shareholder groups / investor trends and issues?
• Will social media be an active part of the communication programme?
• Does your website tell investors all they need to know? Can you report information through the website?
• Does management require additional media training?

• Analyst presentation (if applicable in your jurisdiction) is a key event in the IPO timetable. The roadshow presentation will be used by management to sell the investment case to investors. Information disclosed must be consistent with the prospectus and typically does not include financial projections.
• Does management have a polished and rehearsed presentation?
• Is current trading consistent with the messaging in the presentations?
• Do the presentations include the same numbers and messages as the prospectus?

• Major milestones of IPO marketing may include early investor meetings (where permissible), pre-deal investor education (Europe / United Kingdom) and Roadshow (global).
• Are core messages clear and aligned amongst the different documents (presentations, prospectus, website etc.)?
• Targeting the right investors at the right time is important. How do you make sure the banking syndicate is well coordinated?
• Who collects investor feedback and makes sure it is high quality and relevant?
• Is management sufficiently prepared or is additional training required?
• Who will be participating (usually top management, sometimes founders or other key persons)?
• The Roadshow will typically be conducted over 5‒10 days covering different regions. The bookbuilding process is done in parallel.

• Formalise your Board structure and appointments ahead of the IPO.
• What training does the Board need to be ready to operate as a public company Board?
• Do you have an established process for the reporting to the Board and its Committees?
• When should they be appointed to review IPO documentation and contribute to the business / IPO process?

• Pricing and allocations take into account the feedback and orders coming from the investor roadshows.
• Appropriate pricing and balanced allocation is key to good aftermarket performance (e.g. long-term holders and high-quality accounts).
• How will you get a good understanding of the status of allocation? What information will you want from the banks?
• Are all key stakeholders agreed on what will be an acceptable price?

Your IPO is just the beginning. Once listed, your company will be under far greater public and regulatory scrutiny than ever before, with a wider universe of stakeholders, associated risks and obligations to manage. You will need to ensure that you have robust processes and procedures in place to fulfil your obligations as a public company. You will also need to manage potential risks to protect your company's reputation, safeguard your credibility and retain investor confidence. We can continue to support you post IPO on a wide range of public company matters as well as in future transactions.

• Do investors understand your investment proposition?
• Can you manage ongoing communications with stakeholders?
• How will you ensure that you are meeting enough and the right type of investors?
• How to keep management up to date on investor sentiment and research coverage?

• Are you ready for compliance and life as a listed company from day one?
• Are you aware of all stakeholder reporting requirements (now and coming), incl. ESG, Ixbrl, etc.?
• Do you understand your financial reporting deadlines?
• Do you know what your peers disclose and when? Can you adapt quickly to changes in rules and accounting standards?
• Do you have a framework for ongoing training and development of staff?
• Are you delivering against IPO promises?
• Are there processes in place for Ad-hoc reporting, Directors Dealings and insider lists?

• Is reporting aligned to the user's requirements? Is there an insider trading policy?
• Is there a formal delegation of authority process and approval limits that appropriately delegate authority from the board to management?
• How will you keep shareholders updated on corporate governance matters?

• Don't over promise and under deliver. How accurate is your guidance to the market?
• Do you have a corporate events calendar in place and do you have appropriate support to produce investor materials?