选择权一：财务状况方面要求有形净资产不少于400万美元；最近一年(或最近三年中的两年)税前盈利不少于70万美元，税后利润不少于40万美元， Read More
选择权一：财务状况方面要求有形净资产不少于400万美元；最近一年(或最近三年中的两年)税前盈利不少于70万美元，税后利润不少于40万美元， Read More
美国有 16 家获得 SEC 批准的全国性证券交易所，但知名度，认可度较高的只有纽约股票交易所(简称 NYSE)，美国股票交易所(2008 年被纽约证交所集团收购， Read More
The AIM market (‘AIM’) of the London Stock Exchange plc (the ‘Exchange’) is targeted at growing international companies. AIM is an ideal public market for growing and entrepreneurial international businesses seeking to expand and raise their global profile.
As at 31 December 2015, there were 1,044 companies on AIM with an average market capitalisation of £70m. 39 companies joined AIM by IPO in 2015 raising on average £13.6m.
The reasons AIM companies give for joining AIM are to:
The total average fees on an AIM admission depend on the nature of the company coming to the market, which affects the nature and level of due diligence needed. The base level for admission costs would normally be in the region of £350,000 – £450,000. On top of these fees, the company will need to pay the broker’s fees for raising funds (unless the AIM listing is by way of an introduction), which may be in the region of 4 – 6% of funds raised.
The key adviser that a company needs when seeking an AIM listing is a nominated adviser (a ‘Nomad’). We would be happy to recommend Nomads to you and you can find a list of the Exchange’s approved Nomads on their website here.
One of the duties of the Nomad is to confirm to the Exchange that the company is appropriate to be listed on AIM and that the requirements of the AIM rules for companies and Nomads have been complied with. The Nomad will carry out due diligence on the company and its directors to assess whether or not they would like to sponsor the company and to ascertain whether the company is suitable for an AIM listing.
A company will also need to retain a broker (although many Nomads will also act as broker). Other advisers who will be involved in an AIM admission are lawyers to the company, reporting accountants, lawyers to the Nomad, public relations advisers, printers and registrars who will administer the register of members. We can give a company an indication of likely costs levels, which in part depend on the nature of its business.
The directors of the company need to have confidence in the company’s business plan. The directors also need to be able to sell the company’s strategy and prospects to the Nomad. The Nomad tends to see ‘management’ as the central ingredient in any float.
The process of flotation requires a substantial investment of time and therefore the board needs to be prepared for the
distraction from the company’s day-to-day business that it causes.
There is no requirement for a company to have a trading record prior to an AIM admission, although, practically, investors may be more willing to invest in a company with a proven track record.
Once admitted to AIM, a company incorporated in an EEA country must publish annual audited accounts prepared in accordance with International Accounting Standards (IAS). Whilst the Exchange prefers all companies to publish their accounts in accordance with IAS, a company incorporated in a non-EEA country may publish annual audited accounts in accordance with IAS, US, Canadian, or Japanese generally accepted accounting principles (GAAP) or Australian International Financial Reporting Standards. A half yearly report also needs to be prepared.
A company’s AIM shares must be freely transferable (subject to limited exceptions). The company’s shares will need to be eligible for electronic settlement and the main electronic system in the UK is CREST, operated by Euroclear UK & Ireland Limited. CREST is a central securities depository (CSD) that operates an electronic settlement system allowing UK shares to be held, transferred and settled between CREST members in dematerialised (or paperless) form, that is without the need to use share certificates or written instruments of transfer. The shares of non- UK companies would ordinarily be settled through CREST by using CREST depositary interests (issued by CREST), which are to be distinguished from other depositary interests such as depositary receipts (‘DRs’). DRs will only be considered appropriate for admission to AIM where the AIM company is incorporated in a jurisdiction which prohibits, or unduly restricts, the offering or admission of its securities outside of that country.
Where a company’s main activity is a business which has not been independent and earning revenue for at least two years, it must ensure that all related parties (including directors, their associates and shareholders who hold 10% or more of the company) and applicable employees (those who either alone or with members of their family hold 0.5% or more of the company) must agree not to dispose of any interest in their shares in the company for a period of one year from the date of admission to AIM.
If the company is an investing company, it must, as a condition of its admission, raise a minimum of £6 million in cash via an equity fundraising on, or immediately before, admission.
The whole process from the appointment of advisers through to admission would normally take at least 12 weeks and often longer. Most companies start planning an AIM float several months in advance. In particular, a company will need to devote time to finalising its business plan and, unless the company is a start up, building up a good track record of financial performance which will make it attractive to investors.
A company seeking to be admitted to AIM will need to produce a prospectus style document called an admission document. The AIM rules set out the requirements for the contents of an admission document and these include most of the matters which would need to be disclosed in a prospectus. A company may either include its last three years’ audited accounts in the
admission document or an accountants’ report on the company’s state of affairs and profit and loss for the last three years.
In the case of a start up no audited accounts or accountants’ report will be required and in the case of a recently formed company, only those accounts which it has prepared need to be included or reported on i.e. there is no minimum three year trading requirement for an AIM listing. A Nomad will often require an accountants’ report to be included. Interim accounts (or an accountants’ report on the interim period) may need to be included where more than 9 months has elapsed since the end of the last financial year. Any such interim accounts would need to cover a period of at least six months. Usually, a company’s last three years’ historical information will need to be presented using IAS.
The AIM rules require a statement by a company’s directors to be included in the admission document which confirms that the company has sufficient working capital for a period of at least 12 months from the admission date. The company’s Nomad will therefore require a working capital report to be prepared by the company in conjunction with its auditors.
On the application for admission to AIM, the company will be required to repeat the working capital sufficiency statement and also provide a number of other representations to the Exchange. These will include confirmation that the company has satisfactory reporting procedures in place to enable the directors to make judgments as to the financial position and prospects of the company.
The directors of the company will be personally responsible for the contents of the admission document and a detailed verification exercise will need to be carried out to ensure the accuracy of the document.
The continuing obligations for AIM companies are generally less stringent than those for fully listed companies. For acquisitive companies, AIM has the advantage of not requiring a circular to be produced and shareholder approval obtained except where the transaction to be undertaken is a reverse takeover or a substantial disposal.
An AIM company is obliged to notify a regulatory information service without delay of any new developments which are not public knowledge concerning a change in its financial condition, sphere of activity, the performance of its business or its expectation of its performance which, if made public, would be likely to lead to a substantial movement in the price of its shares. The AIM rules specify numerous matters requiring announcement including directors’ dealings, substantial transactions by the company, and changes through whole percentage points to significant (3%-plus) shareholdings in the company.
AIM companies must send their annual accounts to shareholders within six months of the financial year end and also announce half yearly results within three months of the end of the relevant six month period. Accounts must include, inter alia, disclosure of transactions with related parties and each director’s remuneration.
The AIM Rules further require that AIM companies maintain an easily accessible website, with up-to-date management and financial information on the company. This would include details of its business, directors and major shareholders, a copy of the admission document or prospectus, and copies of documents recently sent to shareholders, such as the annual accounts and any subsequent reports. Other required information includes the company’s constitutional documents, details of any other exchanges on which the company has agreed to have any of its securities traded, the number of AIM securities in issue (which must be kept up to date) and details of the company’s corporate governance code and whether it is subject to the UK City Code on Takeovers and Mergers or any other such legislation.
Directors will not be able to deal in the AIM company’s shares when they have information which might affect the company’s share price or in the two months period leading up to the company’s announcement of results.
Quite apart from the requirements of the AIM rules, the company’s Nomad may also impose additional restrictions on the company in order to make it more attractive to investors. An example is the common requirement for directors and substantial shareholders to be restricted from selling their shares for a period after admission. In addition, the Nomad may require the company to follow corporate governance best practice. At the very least, a Nomad is likely to insist upon the appointment of non-executive directors (assuming none are already in place).
If an AIM company does not comply with the AIM rules, the Exchange may suspend trading in the company’s shares and ultimately may seek to cancel the company’s AIM admission.
NSX is an SME (Small & Medium Entreprise) focused listing stock exchange. NSX offers a unique set of rules, processes, prices and a network clearly suited to SME and growth companies. NSX advantages include:
Simple Rules – NSX’s Rules are not only simple but are also principle-based, which dramatically reduces the work required to become and stay listed. Equity Rules on other markets can be three times as long as NSX’s. Shorter and simpler rules and processes mean lower costs, less complexity and more management time spent actually running your business.
Appropriate listing criteria – NSX listing criteria is designed to suit the SME customer, such as a 50 shareholder minimum, $500,000 minimum market cap and no minimum listing price.
Low costs – NSX’s fee structure and listing process is designed to offer companies real value for money. Our fees are the lowest in Australia and our simple listing rules and multiple listing options could save companies hundreds of thousands of dollars or more off their cost of listing. Our listing fees are up to 80% cheaper and our annual fees average 50% less than the ASX.
Multiple listing options – NSX currently offers companies the choice of three main listing routes, so companies can choose the most appropriate solution to ensure the fastest, simplest and lowest cost listing.
Extensive adviser community – NSX’s Nominated Advisers cover a broad range of industries and specialties geographically spread throughout Australia. Advisers play the key role supporting companies throughout the listing process and thereafter. Click here to learn more about NSXs Advisers.
Customer focused – NSX staff pride themselves on being professional and approachable experts who are keen to help you every step of the way. We have built up an extensive network of firms eager to help you with ever aspect of your listing.
Small can be beautiful. Even though NSX is an exchange perfectly suited to SME and growth companies, we offer the very best listing solution to companies in general, including:
NSX currently offers companies the choice of two main listing routes, so companies can choose the most appropriate solution for their needs.
A compliance listing does not permit a company to raise any capital three months either side of the listing application.
How large does my company need to be to list on the NSX?
To be listed on the NSX your company must meet the minimum listing criteria, which includes 50 shareholders and a market capitalisation of AU $500,000 or more.
What are the total costs of Listing?
The total cost of listing on NSX depends on the listing route you take and the size of the listing, amongst other variables. Total costs include listing fees, legal advice, capital raising document preparation costs (if applicable), expert report costs, audit costs and due diligence costs.
The total cost of listing can be fairly low for a compliance listing, while a more complex prospectus listing typically cost between 5% and 10% of the funds raised.
I am a pre-IPO investor. Are there any restrictions on selling my shares after listing?
NSX may place restrictions on the sale of pre-IPO shares on directors, early investors and promoters so as to ensure an orderly listing. The restriction (escrow) period is dependent upon the circumstances of the issue of the pre IPO shares and will vary from company to company. For more information, contact NSX.
At what stage should I approach NSX?
We recommend that you approach NSX when you are first thinking of becoming a listed company. We are happy to answer your questions, provide crucial introductions and generally help you avoid costly time wasting mistakes.
Do I need to have a Nominated Adviser to list?
Yes. They play a crucial role in the listing process and after you are listed. For more experienced companies, two authorised Executives can function as your Nominated Adviser, rather than a externaly Nominated Adviser.
Can I dual list on the NSX?
Yes. NSX welcomes dual listings (or quotations) whether you are listed on another exchange and want to list on NSX as well, or you are listed (or thinking of listing) on NSX and want to be listed on another overseas market as well. We are happy to discuss your plans and help with contacts to expedite the process.
Can I list on NSX and be quoted on a foreign market at the same time?
Yes. We understand the advantages of trading your company on multiple markets from around the world. Doing so gives you increased trading time zones coverage and access to multiple investor bases.
On 26 November 2007, the Singapore Exchange Limited (“SGX”) announced the creation of a new listing platform, Catalist. The new board has replaced SESDAQ on 17 December 2007. The first group of sponsors is expected to be announced by January 2008, which is when Catalist is due for initial public offering (IPOs) under the new regime. SGX will establish a pool of quality sponsors and will continually seek to attract local and overseas sponsors to the Catalist market.
Catalist’s distinctive regulatory regime offers a faster and simpler way for small and growing companies to raise capital. The focus on quality listings continues with the retention of key safeguards for investors and stringent selection of sponsors. It is hoped that Catalist will enjoy the same success as the Alternative Investment Market in London.
The Companies: Catalist rules are designed to facilitate the growth of companies by enabling them to respond to business needs in a more efficient and timely manner.
The companies must list through a Sponsor. They need not meet any prescribed financial entry criteria. There is no restriction on the size of the companies seeking a listing on Catalist.
Instead of a prospectus, listing applicants must issue an Offer Document. The Offer Document must contain statements from the company’s directors and the sponsor that the company’s working capital will be sufficient for its present purposes, and for at least 12 months from the date of listing. The Offer Document will be lodged on the Catalist website for public comment.
Post-IPO, the companies must retain a Sponsor at all times; if not they face delisting.
The annual limit on the issue of additional shares, and thresholds for acquisitions and disposals of assets that do not require shareholders’ approval will be raised.
The Issuer: will admitted by a Sponsor.
Post-IPO, issuer must retain a Sponsor at all times or else may face delisting
The Sponsor bringing the company to list must sponsor the issuer for at least 3 years post-listing.
The Sponsors: a critical role to be played in this new regime. Quality sponsors will determine the integrity and growth of the marketplace.
At least 200 shareholders at IPO
No minimum earnings or operational track record required
For foreign companies, at least 1 of independent directors must be resident in Singapore
Restriction on promoter’s sale of shares:
Promoters must not sell vendor shares at IPO if
i) they collectively own less than 50% of issued capital of IPO; or
ii) such sale will cause their collective shareholding to fall below 50% of issues capital at the time of listing
Post-IPO, they will be subject to moratorium on 100% of their shares during the first six months and 50% of their shares in the next six months.
Moratorium on Pre-IPO investors
All pre-IPO investors: 100% of profit portion (based on a cash formula) at IPO and for at least 12 months after listing.
Changes in capital
Issuer can obtain shareholder mandate to issue up to 100% of the company’s share capital (of which shares issued on non pro-rata basis must not exceed 50%). The 50% limit can be increased to 100% in the case where shareholders approve by special resolution on or after the first shareholders’ meeting.
Acquisitions and realizations
Acquisitions of assets of more than 75% but less than 100% of the relevant bases or where the acquisition will result in a fundamental change in the issuer’s business, will require shareholder approval. Disposals of assets of more than 50% or where the acquisition will result in a fundamental change in the issuer’s business will require shareholder approval.
GEM was established as an alternative market to the Main Board in November 1999 to provide capital formation opportunities for growth companies. Amendments to the GEM Listing Rules which took effect on 1 July 2008 introduced a streamlined process for GEM listed companies to transfer to the Main Board, thus repositioning GEM as a stepping stone to the Main Board. As GEM is a listing venue for smaller, growth companies, the listing eligibility criteria are lower than for the Main Board. The continuing obligations of GEM listed companies are however virtually identical to those of Main Board listed companies.
The main requirements for GEM listing are summarised below. The Exchange retains an absolute discretion to accept or reject applications for listing and compliance with the relevant conditions will not necessarily ensure that a listing will be granted. The requirements set out below are not exhaustive and the Exchange may impose additional requirements in any particular case.
The Exchange will accept companies incorporated in Hong Kong, Bermuda, the Cayman Islands and the PRC (“Recognised Jurisdictions”) for listing on GEM. It will also accept companies incorporated in any other jurisdictions where the standards of shareholder protection are at least equivalent to those provided in Hong Kong.
The Exchange has approved the following twenty-one “Acceptable Jurisdictions” of incorporation for listed issuers: Australia, Brazil, the British Virgin Islands, Canada (Alberta), Canada (British Columbia), Canada (Ontario), Cyprus, France, Germany, Guernsey, the Isle of Man, Italy, Japan, Jersey, the Republic of Korea, Labuan (Malaysia), Luxembourg, Singapore, the United Kingdom, and the states of California and Delaware in the United States.
Dual Primary Listings
An overseas company which is already listed on another stock exchange can apply for a dual-primary listing on GEM which will require it to comply with the full requirements of the Hong Kong Exchange and those of the overseas exchange. Secondary listings are not possible on GEM, but are allowed on the Main Board of the Exchange.
Suitability for Listing
Both the issuer and its business must, in the opinion of the Exchange, be suitable for listing. The Exchange may, in its discretion, refuse a listing of the securities of an overseas issuer if it believes that it is not in the interest of the Hong Kong public to list them.
Cash Flow Requirement
A new GEM applicant or its group (excluding any associated companies, joint ventures and other entities whose results are recorded in the issuer’s financial statements using the equity method of accounting or proportionate consolidation) is required to have a positive cash flow from operating activities in the ordinary and usual course of business before changes in working capital and taxes paid of HK$20 million in aggregate for the 2 financial years immediately preceding the issue of the listing document.
Operating History and Management
The Exchange requires GEM applicants to have a trading record of at least 2 financial years with: management continuity throughout the 2 preceding financial years; and, ownership continuity and control throughout the preceding full financial. In both cases, continuity must continue until the date of listing.
Trading Record Period of Less Than Two Years
Under Rule 11.14, the Exchange may accept a trading record period of less than 2 financial years (and an accountants’ report covering a shorter period) and waive or vary the ownership and management requirements:
for newly-formed “project” companies (for example a company formed for the purposes of a major infrastructure project);
for natural resource exploitation companies; and
in exceptional circumstances under which the Exchange considers it desirable to accept a shorter period.
Where the Exchange accepts a trading record of less than 2 financial years, the applicant must nevertheless still meet the cash flow requirement of HK$20 million for that shorter trading record period.
Minimum Public Float
At least 25% of the issuer’s total issued share capital must be held by the public at all times (Rules 11.23(7)). At the time of listing, the market capitalisation of the publicly held shares must be at least HK$30 million.
The Exchange has a discretion under Rule 11.23(10) to accept a lower percentage of between 15% and 25%, if the issuer has an expected market capitalisation of over HK$10 billion at the time of listing and the Exchange is satisfied that the number of securities concerned and the extent of their distribution will enable the market to operate properly with a lower percentage, and on condition that the issuer will make appropriate disclosure of the lower prescribed percentage of public float in the initial listing document and confirm sufficiency of public float in successive annual reports after listing (Rule 17.38A). In addition, where securities are to be marketed both in and outside Hong Kong, a sufficient portion, which must be agreed in advance with the Exchange, must normally be offered in Hong Kong.
A new applicant will not be rendered unsuitable for listing on the grounds that any director or shareholder has an interest in a business which competes or may compete with the new applicant’s business (Rule 11.03).
A new applicant seeking a listing of equity securities on GEM must appoint one or more sponsors to assist with its listing application. To be eligible to act as the sponsor of a new applicant, a firm must be licensed by the Hong Kong Securities and Futures Commission to conduct sponsor work.
Each sponsor is required to give an undertaking and statement of independence to the Exchange in the form of Appendix 7K to the GEM Rules at the time of submission of the listing application. As soon as practicable after the Listing Division’s hearing of the listing application but on or before the date of issue of the listing document, sponsors must submit to the Exchange a Sponsor’s Declaration (in the form of Appendix 7G) giving specific confirmations as to the applicant’s compliance with the conditions for listing, the sufficiency and accuracy of information in the prospectus and as to the adequacy of the applicant’s systems and its directors’ experience and understanding of the Listing Rules to ensure the applicant’s compliance with the Listing Rules post-listing (Rule 6A.13).
Sponsors are required to conduct reasonable due diligence inquiries in order to put themselves in a position to give the Sponsor’s Declaration (Rule 6A.11(2)). The responsibilities and obligations of sponsors in relation to a new listing application (including as to due diligence) are set out in paragraph 17 of the SFC’s Code of Conduct for Persons Licensed by or Registered with the SFC. Certain typical due diligence steps which the Exchange expects of sponsors of initial listing applications are also set out at Practice Note 2 to the GEM Rules. Sponsors are required to document their due diligence planning and significant deviations from their plans and to keep records of their work on listing applications.
A sponsor’s main responsibilities to a new applicant are:
ASX is one of the leading exchange groups in the Asia Pacific region.
Listing with ASX gives your company access to capital from a broad network of investors in Australia and across the world, driving growth opportunities as you join a very select group on the global stage.
Australia has the world’s third largest pool of investable funds and ASX is consistently ranked in the top five exchanges globally for raising capital.
ASX offers access to capital in the world’s fastest growing region, within a robust regulatory environment, in a country that has recorded 23 years of uninterrupted economic growth.
Asia Pacific’s largest pool of investable funds. With access to investors in Australia and across the world, ASX gives your company the ability to raise initial and ongoing capital to help fund future growth.
Australia has the world’s third largest pool of investable funds and the largest in the Asia Pacific region. The size and growth of those funds is underpinned by a mandatory superannuation scheme and associated tax benefits.
At the same time, around 45% of investment in ASX listed companies comes from international investors in Asia, Europe and North America. With a large and diverse investor base, ASX provides companies with an opportunity to join the global capital stage.
ASX has a diverse group of over 2,000 listed companies across a range of sectors and geographic regions. With listing rules that are tailored to growth companies, ASX has a long history of listing both early stage and mature companies. Total market capitalisation was $1.6 trillion as at 31 December 2014.
Identify the need
Before listing your company on a public market, you’ll need to answer some questions about the future of your business. Your first step is to determine whether listing is appropriate, taking into account your company’s long-term strategic goals. You should consider both the advantages and the challenges.
Leverage the advantages of listing
The world’s stock exchanges have been listing companies for hundreds of years. There are a multitude of benefits that can enhance your business.
Access to capital for growth
Whether your company’s growth strategy is based on acquisition, organic growth or a combination of both, a listing gives you the opportunity to raise capital at the IPO stage, and throughout its listing to fund future growth. Follow-on capital raising for listed companies is greatly simplified, through reduced cost and time.
Currency for external growth
Listing on a public market facilitates acquisitions by providing ‘currency’ in the form of a more diversified and liquid share capital base. Shares can be used as a means of payment in the acquisition of another business instead of, or in combination with, cash.
Higher public and investor profile
Listing generally means your company’s activities will receive greater media coverage, widening awareness of your products or services. Your company may also be covered in analyst reports and included in a share market index. This heightened profile may help sustain demand for your company’s shares and increase the standing of your business within its industry.
Listed companies can attract professional and institutional investment due to increased transparency (availability of information) and trading liquidity (ability to buy and sell shares easily). Institutional investors can bring increased business credibility, stability and wider business networks. Having institutional shareholders may also increase your likelihood of getting capital supply in the future.
Being listed generates an independent valuation by the market. The market values listed shares based on available information.
The requirement for more rigorous disclosure can improve systems, controls and management information, leading to greater operating efficiency of the business.
A (secondary) market for your company’s shares
Post-listing trading stimulates liquidity in your company’s shares, and gives shareholders the opportunity to realise the value of their holdings. This can help broaden your shareholder base, because investors know that they can readily enter and exit their holdings. It also facilitates further capital raising.
Alignment of employee/management commitment
Being listed simplifies the process and increases the benefit of remunerating your employees with shares. It can help align the interests of employees with the organisation’s goals by increasing their long-term commitment. Incentive schemes give employees an opportunity to share in your company’s growth, which helps to attract and retain high-quality employees.
Reassurance of customers and suppliers
Companies listed on ASX can find the perception of their financial and business strength improved. The rigorous due diligence process conducted as part of the listing process, and ongoing compliance with continuous disclosure rules can reassure companies that deal with your company.
In deciding whether listing is appropriate for your company, you should also consider the potential obligations and costs of being a publicly listed company.
Susceptibility to market conditions
No matter how well a business is run, the price and liquidity of its shares can be affected by market conditions beyond its control, including market rumour, general economic conditions or events within the same industry.
Disclosure and reporting requirements
Becoming listed involves a much higher degree of disclosure and corporate governance than required of a private organisation. This can involve additional management time and investment in information and compliance systems.
Heightened media exposure can be a benefit of listing, but there are times that greater media exposure may be unwelcome.
Costs and fees
There are costs involved in an IPO, maintaining a listing and raising additional capital. The total costs of listing are likely to include underwriting or brokerage fees, accounting, legal and other professional fees, as well as prospectus costs and ASX listing fees. A later section of this booklet outlines the listing fees charged by ASX.
Reduced level of control
The sale of company shares inevitably involves ceding a degree of control to outside shareholders. This includes not undertaking certain corporate transactions – particularly those involving directors and substantial shareholders – without prior approval of shareholders. Depending on the proportion of equity original investors retain, there’s also the possibility your company may be subjected to takeover bids.
Being listed, and in particular the IPO process, can use up considerable management time which might otherwise be directed to running the business.
Management and directors of a private company may find they simply don’t like the implications of running a listed business. Greater disclosure of salaries, restrictions on share dealing, and the need to invest time and money in investor relations are all additional responsibilities of a listed company.
Directors and managers need to examine a wide range of factors to gauge the organisation’s readiness for listing. Professional advisers are usually used to help understand matters, which include:
Supporting early stage and mature companies, ASX Listing Rules set out requirements an organisation has to meet to list on ASX’s market. They are underpinned by principles that ensure the quality of the market ASX operates. To list on ASX, a company must satisfy minimum admission criteria, including structure, size and number of shareholders.
|ADMISSION CRITERIA||GENERAL REQUIREMENT|
|Company size||Profit test||A$1 million aggregated profit from continuing operations over past 3 years + A$500,000 consolidated profit from continuing operations over the last 12 months|
|Assets test||A$4 million net tangible assets or A$15 million market capitalisation|
During our sales meetings, we sometimes spend the first ten minutes explaining to our clients the differences between the ICOs and STOs. While it’s easy to differentiate ICOs from STOs, the main question that constantly comes up instead is how the STO differs from the IPO?
If security token offerings are regulated public offerings, then what’s the difference and is there any good reasons for doing an STO instead of an IPO? IPO as a financing model has been around for a long time — the first IPO was conducted 400 years ago, in 1602! Today, many industry insiders believe that STOs will disrupt the IPO markets. As always with such statements, it’s wise to research and make your own conclusion. Though we believe this will happen, we do not think it will happen as quickly as some people expect.
As STOs and security tokens are regulated, providing any necessary infrastructure and services which are required for the market to function properly, are generally licensed activities. Licensing and compliance take time and capital. Hence, the barrier of entry is bigger, which makes everything slower, yet provides the much-needed certainty and quality, which has been clearly lacking in the ICO markets.
As IPOs have been around for a long time, it means it’s the go-to option for established companies to raise capital. By established companies, we refer to companies that have a working product and viable economic results or at least supporting growth metrics (by growth we refer to IPOs that are generally done by unicorn startups which require capital to fuel their immense growth).
Unicorn startups do not need new financing model, as they have plenty of interest from the VCs and the public. Yet, these are the companies and use cases that STO market needs in order to attract investors and capital. The incumbents of the financial markets, the institutional capital, won’t invest into STOs if the quality of the companies isn’t there.
So, IPO has a certainty as a fundraising method (not saying that IPOs don’t fail) which is proven itself through times. Certainty is a big factor, especially if big money is on the line. Imagine a CFO pushing for an STO and failing. It’s likely that this person will lose the job. Now, imagine a CFO going for the traditional IPO route and failing. Most likely, the person won’t get fired (at least not for this decision), as he or she just did what everyone expected.
People are risk-averse, hence such psychological factors have to be considered when it comes to faster adoption of security token offerings. Perhaps soon, as STOs push themselves to the podium, and we have more successful use cases, then this won’t be a problem anymore.
Currently, traditional stock markets have lots of liquidity. Security token exchanges are just launching, and it’s not clear yet whether these exchanges will build great products and attract enough liquidity to provide a viable secondary market for the tokens. And it’s not clear when it will happen. Our assumption is that there will be plenty of options, just like with traditional stock exchanges. Already today, traditional stock exchanges are building their capabilities to facilitate the security token trading. For example, several crypto exchanges (Binance, OKEX, etc) are working with the Malta Stock Exchange to jointly launch trading platforms for security tokens. You can find similar initiatives elsewhere in Europe, Asia and in the US.
Australian Securities Exchange, London Stock Exchange, Templum, Open Finance and tZero are some of the notable samples. The biggest crypto exchanges reached heights no one ever thought they would. Same will happen to the security token exchanges. The only question is when.
It may sound a bit controversial, as STOs are regulated offerings, just like IPOs. Meaning, the issuer has to comply with the legal framework of conducting public offerings, which in turn means including lawyers and advisors — just like with IPOs. This costs money. Yet, the fees are far less than paying the investment banks and brokers. Also, platforms such as TokenizEU have their worked-in legal structures of conducting the offerings. This helps to bring down the cost. Post-offering administration is way cheaper with STOs compared to IPOs. Plus, STOs should potentially provide a more direct and transparent access to the investor base and lower brokerage fees compared to traditional investment banks.
While unicorn startups won’t need a new model for financing, it doesn’t apply to most companies. And there are plenty of quality companies that wouldn’t do an ICO due to uncertainty, and neither would they do an IPO due to the complexity and the cost. STO has the potential to unlock liquidity for these companies, and bring a plethora of new investment opportunities for the seekers of a steady return.
This is a big one. For example, if we think about doing an IPO in the European Union and how fractioned Europe is, then it’s not common that a Swede would invest into an IPO conducted in Spain. Very often it’s not even possible if you don’t have an investment account with the broker bank of the country where the IPO is done. Hence, the IPOs are usually carried out only in the jurisdictions where the company operates in, or perhaps some neighbouring countries as well if the company doing an IPO has some presence there and the broker bank provides this possibility. With STOs, there’s no such problem. You only need to have an account on the STO platform to participate. It doesn’t mean it’s automatically a global public offering. The issuer can set restrictions to the offering, i.e the offering is limited to the jurisdictions where the STO is registered and compliant (for example, European Union). STOs are not local, and this is a huge benefit in increasing the investor pool. Due to the nature of the STOs, the offering isn’t perceived to be tied to any one country. It’s usually seen as Company X is launching an offering on the Platform Y. With IPOs, it’s Company X is doing an IPO in Poland (or any other country).
The issued token is also not tied to any one exchange and does not depend on the quarterly expectations of analysts. It’s a well-understood fact that pushing for quarterly results harms companies and the quality of the decision-making.
Compliance can be enforced by code. Transfer restrictions, geographical boundaries, lock-up period etc — all legal requirements can be programmed into the token. That’s important, as it will make the offering and the post-offering administration easier and cheaper.
Cryptocurrencies and ICOs swept through the financial markets like no-one ever expected, with an exception of the hardcore fans and crypto-believers. Get rich quick promise and ease of getting involved created a huge community of people that were introduced to investing, who got their taste of making a profit, and unfortunately, also losing money. This new investor community is looking for better and safer investments. The investor profile may be a bit different (STO investor and ICO investor), but the interest in STOs is already huge, and the door is wide open for these new investors. Especially the younger generations, they are gladly adopting token investments instead of opening investment accounts in traditional banks. These are people that have never invested in traditional stock markets, and probably never will. As for the more experienced investors that have been investing in traditional stock markets until now, they will continue to do so, together with investing in the security tokens.
Tokens allow fractional ownership, which means that the security/asset can be fractionalized into smaller units. This makes investing more affordable for investors with a limited budget.
Written by Mikk Maal (CEO of TokenizEU and Comistar Estonia).
Here are the various steps involved in a listing exercise:
1. Appointing Professionals
You will need to identify and appoint your principal adviser. The principal adviser will assist you in the selection and appointment of the various relevant advisers and professionals. Your principal adviser will also assist you in forming a due diligence working group (DDWG) in which your directors and senior management will also need to be part of.
2. Implementing Organisational Changes
Your principal adviser will help you assess your company’s position in view of the listing exercise. Areas of focus will include corporate structure, composition of your Board of Directors, corporate governance and your internal controls framework. Enhancements will be proposed and you may have to make the necessary changes where required.
3. Appointing Independent Directors
You will have to appoint independent directors to your company’s Board of Directors as required under Stock Exchange’s Listing Requirements. There must be at least two independent directors or one-third of the members of your Board, whichever is higher.
4. Method of Listing and Valuation
Together with your principal adviser, depending on the nature of your business and its capital requirements, you will need to decide on a suitable equity structure and the method of offering your company’s shares. Generally, it is by way of issuance of new shares or offer for sale of existing shares.
Paramount to the above is the valuation of your company, which will be determined not only on past and future earnings potential, but also by the prevailing market condition. This would be impacted by, amongst others, the amount you are seeking to raise and its purpose, as well as its effect on your company’s growth prospects.
5. Preparing Documents for Submission
The preparation of the listing application by the DDWG will be in tandem with the process of deciding on the method of listing and valuation of your company.
To prepare the listing application as well as the Prospectus, the advisers that form part of your DDWG will gather extensive and detailed information of your company. As part of the process, the regulators require the company’s directors, senior management and any other relevant parties to make written declarations.
Your advisers will also make due inquiries prior to the submission of the application documents to ensure that all information are true, accurate and not misleading.
6. Submission and Review
The review of your listing application and Prospectus will begin following the submission of the application documents. Your Prospectus will go through a public exposure period on the SC’s website for a period of 15 market days for public feedback.
At the same time, you and your senior management team along with your principal adviser may need to attend to questions and enquiries from the regulators. During the process, you may have to amend your Prospectus for enhanced disclosure.
For Main Market listing application, you will be issued a letter of approval for the IPO and an approval-in-principle for the Prospectus registration by the Securities Commission.
8. Registration of the Prospectus
Once your company receives the approval for IPO, your company must now prepare to register its Prospectus. This includes making any necessary changes and updates. Your DDWG will need to conduct a final legal verification meeting before the registration of Prospectus. Once you have finalised your Prospectus, it will then need to be printed and distributed to the public.
After receiving the green light for the IPO, you may also finalise an underwriting agreement between your adviser and your company, if you deem it necessary. An underwriting agreement is where the underwriter will guarantee a certain price for a certain number of shares to the soon-to-be listed company for a fee. With an underwriting agreement, you will be assured of raising at least a pre-determined minimum amount from your listing exercise.
9. Investor Briefings
Once your Prospectus is issued to the public, the offer period begins. This is the time when you will need to start your IR campaign. IR activities can include road shows, briefings and presentations to investors by the company’s directors and promoters. IR initiatives are best complemented by a robust PR campaign spearheaded by your PR firm.
10. Balloting Process
Once the offer period ends, balloting of the applications will commence. Your company’s shares will subsequently be allotted to successful applicants.
Your company’s IPO will be marked by a listing ceremony at a Stock Exchange. The trading of your company’s shares will commence on that day. It is a significant milestone and you now have the prestige of being a listed company.
It is important to emphasize that professional advisers play a very important role in a successful listing exercise. It is best that a company applying to be listed appoints a team of advisers who understands the company’s business, its strategic direction as well as the industry in which it operates. The company should also be comfortable working closely with the team of professionals selected to facilitate the listing exercise which can take from 6 months to a year.
The pre-IPO planning period can take 12 – 24 months