Preparing for an IPO Key Questions and Answers for ......any issues must be addressed prior to the IPO. Unlike in an M&A process, time needs to be allowed to fix such issues before

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Preparing for an IPO – Key

Questions and Answers for

Companies and Management

Travers Smith ECM Team

Our Equity Capital Markets (“ECM”) team covers

initial public offerings, secondary issues (including

rights issues, open offers, vendor placings and

capitalisations) and all related matters (including

block trades, capital reorganisations, share buy-

backs and demergers).

An in-depth understanding of both the law and

market practice is key to working through these

transactions. Our team is made up of over 30

corporate finance lawyers and we have been one of

the busiest ECM teams in London over the past few

years. For a look at the IPOs on which we have been

engaged, see Appendix III.

Integrated into our team is a London-based US

Securities Law Group with nearly 40 years of

combined experience working in London and the

European equity capital markets, meaning that as

well as advising on all UK aspects of any equity

offering, we are also able to advise companies,

management, banks and other market participants

on securities offerings into the United States.

We hope this brochure is helpful. Please feel free to

contact us or any other member of our partner team

(see back page for details) if you would like to

discuss any aspect of our ECM services further.

Adrian West Partner – Equity Capital Markets

E: [email protected]

T: +44 (0)20 7295 3419

Richard Spedding Partner – Equity Capital Markets


T: +44 (0)20 7295 3284

Andrew Gillen Partner – Equity Capital Markets


T: +44 (0)20 7295 3369

Dan McNamee Partner – Equity Capital Markets

Head of US Securities Law Group


T: +44 (0)20 7295 3492

“The team at Travers Smith impressed us with the combination of their technical ability, commercial awareness and the ability to deliver our IPO in a tight timescale. They were a pleasure to deal with and I highly recommend them.”

Mari Hurley CFO, Hostelworld Group

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Contents Introduction ............................................................................................................................................................... 2

Key players .............................................................................................................................................................. 2

Benefits to going public .......................................................................................................................................... 2

Primary workstreams ............................................................................................................................................. 3

Typical Timeline ......................................................................................................................................................... 5

Premium Listing on the Main Market* ................................................................................................................. 5

Frequently Asked Questions ...................................................................................................................................... 6

Who is involved in an IPO? .................................................................................................................................... 6

Where should we list? ............................................................................................................................................ 6

What about the US? Why is it relevant to an IPO in London? .............................................................................. 7

Can we list at any point in the year? ...................................................................................................................... 8

What accounting work will be needed? ................................................................................................................. 8

What are likely to be the key workstreams on an IPO affecting senior management? ....................................... 9

What is our equity story? ...................................................................................................................................... 10

Where should our holding company be incorporated? ........................................................................................ 10

Who will most likely want to purchase our shares in the IPO ............................................................................. 10

Can members of the senior management team sell shares in the IPO and following the IPO? ......................... 10

What is the prospectus and what will it look like? ............................................................................................... 11

What do the due diligence and verification processes entail? ............................................................................. 11

What is the liability for directors in the UK and US in connection with the prospectus? .................................. 12

What are research reports and how are they prepared? ...................................................................................... 13

What is the underwriting agreement? .................................................................................................................. 13

How will listing affect our current financing arrangements? .............................................................................. 14

How will our corporate governance need to change on listing? .......................................................................... 14

Should we put in place employee share plans on listing? .................................................................................... 14

What is a “dual-track” process? ............................................................................................................................ 15

Appendix I ................................................................................................................................................................. 16

Which Market: London listing eligibility requirements ...................................................................................... 16

Appendix II ................................................................................................................................................................ 18

Which Market: What are your objectives or primary considerations? ............................................................... 18

Appendix III ............................................................................................................................................................. 20

Our Recent IPO Experience ................................................................................................................................. 20

Key Contacts .............................................................................................................................................................. 21

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IntroductionAn initial public offering (“IPO”) is a major event in the life of any business. It involves a large group of financial institutions, financial advisers, lawyers, public relations consultants and reporting accountants, all working together to help a company succeed in coming to market. Using advisers with demonstrable track records helps make a complex process run smoothly, and sets the company up well for the next phase of its evolution.

This brochure has been prepared to provide you

with a general overview of the IPO process based on

our experience over the years. We have set out

below the key workstreams and considerations for

an IPO, as well as answers to some of the most

frequently asked questions. This information is

intended to be relatively broad and applicable to

most IPOs that occur in London. Your company’s

circumstances will certainly warrant more specific

advice, which we would be delighted to give.

If you would like to discuss any of the issues in more

detail, please do not hesitate to contact your usual

Travers Smith contact or any of the other Travers

Smith contacts set out in this brochure. We have

additional IPO preparation materials available and

we would be happy to assist with any IPO readiness

assessments.

The information provided below focuses primarily

on a “premium” listing on the Main Market of the

London Stock Exchange. The process and

requirements of “standard” listings on the Main

Market and admissions to trading on AIM are

different in a number of respects from premium

listings. Although we do address certain of these

issues, including in the table set out in Appendix I

(Which Market: London Listing Eligibility

Requirements), if you would like additional

information on AIM or on a standard listing, please

do not hesitate to contact us.

Key players

Any company embarking on an IPO should appoint

its team of advisers at an early stage. Securing good

quality advisers is one of the key aspects of

preparing for an IPO. Key advisers in an IPO

process include:

● the lead investment/underwriting bank and

other banks/underwriters;

● lawyers for both the company and the banks;

and

● accountants.

The company may also engage remuneration

consultants and public relations consultants in

connection with the IPO.

Other key players in the process are:

● the company’s management;

● selling shareholders (if any); and

● the new non-executive directors.

Benefits to going public

The advantages of an IPO can be considerable:

● it is an opportunity for your company to raise

capital in order to fund growth, development

and expansion, allowing for more flexibility in

sourcing cash flow;

● providing existing shareholders with an

opportunity to realise some of their investment

by selling their shares at the time of an IPO or

subsequently;

● acquisitions can be effected and financed

through an issue of shares (either through the

IPO or a secondary offering), allowing you the

option of offering your own shares or cash as

consideration;

● employee incentive plans can be set up, allowing

employees to more easily value their holding in

your company; and

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● there will be an increase in market profile and

stature for your company.

Primary workstreams

An IPO is a time-consuming process that requires a

number of different working groups completing a

variety of workstreams, often simultaneously. The

key workstreams, which are discussed in more

detail in the FAQs, include:

● Due diligence: The due diligence process is a

comprehensive investigation of a company’s

business, financial position, prospects and the

major risks associated with its business. It is

largely an exercise in gathering and reviewing

all of the information (financial, business and

legal) in order to determine the information that

will be disclosed in the prospectus and whether

any issues must be addressed prior to the IPO.

Unlike in an M&A process, time needs to be

allowed to fix such issues before IPO.

● Prospectus drafting: The due diligence

process helps relevant advisers draft a high

quality prospectus which both complies with the

relevant rules and content requirements and

frames the company’s business in the

appropriate manner for marketing purposes.

For Main Market listings, a significant part of

the prospectus will be in a regulation document,

published before research is circulated.

● Verification: In the UK, there is no formal

distinction between due diligence and

verification, but verification has evolved over

time to describe the process of checking

material statements in a prospectus to ensure

that the document is true, accurate and not

misleading. Verification on transactions with a

significant US-tranche (and 10b-5 letters

delivered by legal counsel to the company and

banks, as discussed below) often focuses on

identifying supporting information for key

points of disclosure only. Other documents,

such as the analyst presentation and roadshow

presentation, are subject to verification as well.

● Underwriting agreement: The underwriting

agreement is prepared by the bank’s counsel

(usually later in the process) and sets out the

relationship between the company, the selling

shareholder(s) (if any), the directors and the

bank(s). The typical drafting process would

usually involve written comments being

received from the company and its counsel (and

selling shareholders, if any), followed by

negotiation and the production of subsequent

drafts.

● Group Reorganisation: Although a pre-IPO

reorganisation is not always required, one may

be necessary if the structure of the group is not

conducive to an IPO, including, for example if

the company is not domiciled in the UK or if the

company has a number of different share

classes.

● Analyst research and analyst

presentation: A detailed and fairly lengthy

analyst presentation is typically prepared by the

bank(s) and the company. Analysts from the

banks are invited to attend the presentation

which is conducted by senior management of

the company and normally comprises a

presentation of the business followed by an

extensive question and answer session. For

Main Market IPOs, analysts unconnected with

the banks may also be given access to the same

content. The analysts use this information to

draft an extensive report on the company, its

markets and future prospects. An analyst’s

report is independent of the company. To help

ensure that there is a common base for both the

analyst report and the prospectus, all material

information that is included in the analyst

presentation must be set out in the prospectus.

● Roadshow: The roadshow consists of a

detailed presentation given by senior

management of the company to a select

audience of institutional investors in multiple

1:1 meetings following the launch of the

transaction. All material information that is

included in the roadshow presentation must be

set out in the prospectus.

● Long form, short form and working

capital reports: The reporting accountants

will produce a long form report that provides a

detailed financial and management history of

the business as well as commentary on the

company’s financial position. The short form

report is published in the prospectus and

contains profit and loss account and balance

sheet information, cash flow statements and

accounting policies covering the latest three

financial years and the audit report in respect of

each year. The reporting accountant will also

prepare a report for the sponsor on the

company’s projected working capital position

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over the 12 to 24 months following the IPO and

the company’s financial reporting procedures.

● Corporate governance: It is likely that the

company will need to make significant changes

to its governance structure and practices to align

with market standards and practices of a listed

company. Typically this would include

recruiting two or more independent non-

executive directors and reducing the total

number of executive directors on the board.

Main Market companies are expected to comply

with the Corporate Governance Code – or else

justify why they do not.

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Typical Timeline Premium Listing on the Main Market*

*Note that a typical timeline for admission to trading on AIM will usually be somewhat shorter. This is in part due to the fact that there is no UKLA review process for the admission document.

From

Admission

(NOT TO SCALE)

ITF AND CONNECTED / UNCONNECTED

RESEARCH PUBLISHED

APPROVED PRICE RANGE PROSPECTUS OR PATHFINDER PROSPECTUS

PUBLISHED AND MANAGEMENT ROADSHOW

PILOT FISHING PRESENTATION

ADMISSIONIMPACT DAY KICK-OFF REGISTRATION DOCUMENT BOARD MEETING

CONNECTED ANALYSTPRESENTATION

Man

agem

ent

wo

rkst

ream

s

Dealings commence and shares admitted to trading

Inte

nsi

ty f

or

man

agem

ent

Pre kick-off:• IPO readiness

assessment• Agree desired outcomes • Identify and appoint

advisers• Consider board

composition and start NED search process

• Address known issues• Focus on financial

models and equity story• Start compiling DD

documents• Agree work timelines

and responsibilities and how they fit into wider transaction

Pilot fishing presentation: • Co-ordination of

presentation content with prospectus content

• Revise the equity story to respond to feedback from investors

• Identify NEDs• “Go”/“No Go”• First UKLA submission

of prospectus (all three constituent segments)

The early stages:• Ensure management is adequately

resourced and ability to manage business as usual

• Clear view of DD scope to ensure efficient compilation of data room

• Begin to fix identified issues• Finesse the equity story through the

drafting of the key documentation (prospectus and presentations)

• Commence verification of pilot fishing slides

• ‘Early Look’ with test investors • UKLA eligibility process

Intention to float (“ITF”):• Communications

with suppliers, customers and staff (including for any group reorganisation and sell down arrangements)

• Research published • Dealing with the

media

Pathfinder board meeting:• First formal meeting of new board• Approve all documents including

price range prospectus or pathfinder prospectus

• “Green light” for management for roadshow to begin

• Agree price range and deal size (sell downs and new money)

Impact board meeting:• Pricing,

deal size and allocations agreed

• All documents approved and signed

Connected analyst presentation: • Finalise DD and

accounting work streams

• Finalise prospectus focusing on registration document segment

• Information provided to be made available to unconnected analysts at a later stage in the process

Registration document approval board meeting: • Approve registration

document, latest drafts of other prospectus segments and supporting documents

• Review connected research for factual accuracy

• Unconnected analyst “presentation” (must be before connected analyst research is published)

• Agree PR strategy• Appoint NEDs• Comfort package

substantially agreed

EARLY STAGES

Accounting workstreams run in parallel:- HFI- Long form- Financial position and prospects procedures- Working capital

4 weeks20-24 weeks 12-16 weeks 3 days (T+3)2 weeks5 weeks8 weeks

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Frequently Asked Questions The information provided in this FAQ focuses

primarily on a “premium” listing on the Main

Market of the London Stock Exchange. The process

and requirements of “standard” listings on the Main

Market and admissions to trading on AIM are

different in a number of respects from premium

listings. Although we do address certain of these

issues, including in the table set out in Appendix I

(Which Market: London Listing Eligibility

Requirements), if you would like additional

information on AIM or on a standard listing, please

do not hesitate to contact us.

Who is involved in an IPO?

A company embarking on an IPO should appoint its

team of advisers at an early stage. Securing good

quality advisers who are experienced in successfully

executing similar IPOs is one of the key aspects of

preparing for an IPO.

A company seeking a London listing will need to

appoint an investment bank or broker to act as

sponsor for a premium listing or as “nominated

adviser” in the case of AIM (note that neither a

sponsor nor a nomad is required for a standard

listing). Often, the sponsor is also the lead or sole

underwriting bank – larger offerings usually involve

a syndicate of underwriting banks.

The reputation of the relevant research analyst(s) in

any given bank, particularly in the company’s

industry or market sector, is frequently influential

in the appointment of the banks that act on the IPO.

The research that the bank’s analyst produces will

need to remain independent from the company and

there are restrictions on the type of information and

guidance that can be given to the analyst.

Companies should therefore consider the quality of

the analysts at the relevant bank or broker who are

likely to provide research coverage.

Provided one or more banks or a broker (usually the

sponsor) is engaged at an early enough stage to

allow the structure of the offering to be developed

and due diligence commenced, additional syndicate

members may be engaged (each publishing their

own research report) later on in the process.

Additional research may also be provided by

analysts who are unconnected with any of the

banks: from July 2018 new rules are in place to

facilitate this.

In addition to appointing the sponsor, a trend has

developed in recent years for larger companies to

appoint an “independent” financial adviser in

connection with the IPO. The financial adviser,

which is not a sponsor, is considered free from any

perceived conflicts of interest in certain matters,

such as appointing the banks(s) or pricing the

shares that will be offered to investors.

In addition to the sponsor, additional banks and,

potentially, a financial adviser, reporting

accountants and lawyers (both for the company and

the banks) will be needed. Typically, lawyers and

accountants will need to start their work

approximately six months before the date of listing.

A firm of public relations consultants may also play

a role in the transaction by managing the coverage

and publicity in relation to the company around the

IPO.

Return to Table of Contents

Where should we list?

For some companies, sector or geographic focus

may provide a reason to choose to list on a

particular exchange, although listing in the

company’s “home” jurisdiction is often the most

obvious choice.

Multinationals and emerging markets companies

are often presented with the choice between listing

on an exchange in Europe, the US or Asia. Increased

regulation of US listed companies has led to a

number of companies choosing to list in London

rather than New York, and some companies have

considered a listing in Asia (in particular, Hong

Kong) as an alternative to London. London,

however, remains an attractive option and has a

particularly deep pool of capital and equity assets

under management.

A company listing equity shares in London

principally faces a choice between:

● a “premium” listing on the Main Market, which

brings the “badge of quality” that investors

associate with a London Main Market listing,

and with it enhanced liquidity but also the most

rigorous eligibility requirements and continuing

obligations. A premium listing remains the

norm for larger UK companies due to the

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demands of institutional investors and the FTSE

UK index inclusion criteria. Note that a

premium listing is only available for voting

equity shares;

● a “standard” listing on the Main Market, which

will not achieve the full benefits of a premium

listing, such as FTSE UK index inclusion and, as

a consequence, would not attract certain funds

and other institutional investors. A standard

listing is available for all types of equity shares,

except the shares of investment entities (which

are required to be listed on the premium

segment); and

● admission to trading on AIM, which is primarily

designed for smaller and growing companies.

The AIM rules contain requirements similar to,

but in most cases less onerous than, the Listing

Rules. For example, the AIM rules do not have

minimum requirements regarding a company’s

trading record and material M&A deals are less

likely to require shareholder approval.

A typical timeline for a premium listing is set out on

page 6, and a comparative table of listing

requirements for a premium listing, a standard

listing and admission to trading on AIM is set out in

Appendix I.


What about the US? Why is it relevant to an

IPO in London?

The US continues to be the world’s largest capital

market and a vital source of funding for companies.

As a result, many companies, wherever they are

seeking a listing, will want to market their offering

to US institutional investors: it is common to do this

in conjunction with a London listing.

Shares may not be offered or sold in the United

States unless such shares are (i) registered under

the US Securities Act of 1933, as amended (which

would typically only occur if the company is seeking

a US listing or is already listed in the US), or (ii)

offered and sold in transactions that are exempt

from the registration requirements under the US

Securities Act. Rule 144A and Section 4(a)(2) are

the most typical exemptions used by companies

pursuing an IPO in London who want to engage US

institutional investors. Offers and sales to US

investors during this process are generally

restricted to institutional investors only and each

exemption sets out a number of additional

requirements. Marketing of the IPO to potential

investors in the United States is also tightly

controlled, both as a result of the requirements of

the relevant exemptions from registration and

potential liability concerns for the company and the

banks involved in the transaction.

Depending on a number of factors, including for

example the size of the transaction, the amount and

type of marketing conducted in the United States

and the size of the US tranche of the offering, the

banks involved in the transaction may require the

provision of “no registration opinions” and “10b-5

letters” from the US lawyers working on the

transaction, as well as a “SAS 72 comfort letter”

(and “SAS 72 lookalike comfort letter”) from the

accountants.

In a typical transaction, a “no registration opinion”

will usually be provided by the lawyers to the

company and the banks. The “no registration

opinion” provides that, on the basis of certain

factual representations and assumptions, the shares

offered in the IPO do not need to be registered

under the US Securities Act.

The “10b-5 letter” is also usually provided by both

sets of lawyers and confirms that they have

undertaken certain due diligence procedures and

that, on the basis of such procedures, they have no

reason to believe that the prospectus contains an

untrue statement of material fact or omits to state a

material fact necessary in order to make the

statements made, in light of the circumstances

under which they were made, not misleading. In

order to provide this letter, the due diligence and

disclosure processes for the transaction as a whole

will generally be managed from the start by the US

lawyers involved in the transaction.

A “SAS 72 comfort letter” is provided by the relevant

accounting firm and confirms that procedures have

been conducted to ensure the accuracy of the

financial and certain other operating information in

the prospectus. The letter also provides negative

assurances as to the content and quality of any

unaudited interim financial statements and to any

changes occurring after the period ended in the

most recent financial statements. The letter is used

in relation to the offer and sale of shares to investors

in the United States. The “SAS 72 lookalike comfort

letter” is a nearly identical letter that is used for the

offer and sale of shares to investors located outside

of the US and UK.

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The process behind each of these letters and

opinions will add costs to the transaction. However,

with the exception of small IPOs, most companies,

sponsors and banks agree that the advantages of

being able to tap into the US market far outweigh

the additional costs.

US securities lawyers will need to be engaged by

both the company and the banks to issue no

registration opinions and 10b-5 letters, so engaging

a law firm - such as Travers Smith - that is able to

provide both English and US legal advice from a

London-based team on an offering provides

significant advantages.


Can we list at any point in the year?

A combination of the company’s accounting

reporting cycle, the availability of investors, the due

diligence requirements of the banks and the state of

the market may limit the potential opportunities

during the year within which a listing may be

launched:

● for a premium listing in London, the company’s

latest audited accounts must be no more than

six months old at the date of the prospectus and

must cover at least three full years. A prospectus

for a standard listing must also contain three

years of audited financial statements, if the

company has a three year trading record. On

AIM, there is no requirement for a three-year

trading record. For admissions to AIM and

standard listings, the audited financial

information must be no more than nine months

old, though the interim financial information

may be audited or unaudited;

● if the banks require the delivery of the SAS 72

comfort letters from the relevant accountants,

due to the relevant accounting standards, the

transaction will need to be completed within 135

days of the date of the last audited or reviewed

financial statements;

● the UK Listing Authority approval process

means that at least eight weeks is required from

submission of a draft registration

document/prospectus to the UK Listing

Authority to approval of the registration

document for publication approximately five

weeks before listing. The AIM process can be

accomplished more quickly, however, as there is

no need for the UK Listing Authority to review,

comment on and approve the admission

document and no requirement to publish a

registration document;

● analysts will need time to produce their equity

research following the presentation to analysts

by management. Publication of this research

must normally be published, in the case of a

Main Market IPO, after publication of the

company’s registration document but at least

two weeks before the roadshow commences;

● UK institutional investors are generally

considered not to be available for marketing of

new offerings over the summer holiday season

from mid-July through the end of August; and

● the state of the market and appetite of investors

is critical to a successful listing, which may

impact the timing for any given transaction.

The overall effect of these requirements is that a

company with a 31 December financial year-end

will typically try to complete a premium listing

between March and May (based on its audited

annual results) or between September and

November (based on audited interim results). The

opportunities for listing by companies with other

year-end dates will differ accordingly.


What accounting work will be needed?

The basic requirement for a UK company seeking a

premium listing in London is for an audited, three-

year IFRS financial track record on a consistent set

of accounting policies covering at least 75% of the

business being listed. For many businesses, the

presentation of the financial track record is

straightforward. However, this can be more

complicated if:

● the company has made major acquisitions

within the three-year period (in addition,

potentially, to separate financial statements for

the acquired business being required), it may

become necessary to produce a “pro forma”

presentation of the income statement in order to

allow investors to understand what the results

of operations may have looked like had the

acquisition occurred at the beginning of the

financial year;

● the business being listed was acquired out of a

larger entity during the three-year period

9

(potentially leading to mismatches in

presentation for the pre- and post-acquisition

periods, or even the need to prepare “carve-out

accounts” for the pre-acquisition period); or

● the listing is to be launched on the basis of

interim financial statements which may require

the production of comparable financial

information for the previous interim period.

Where a premium listing in London is sought, the

reporting accountants will also be responsible for

other customary accounting due diligence,

including:

● reviewing and reporting on the financial

reporting procedures (the “financial position

and prospects procedures report” or “FPP

procedures report”) of the company;

● working with the company to prepare a report

on the working capital of the company for 12-24

months following the IPO;

● working with the company to prepare the

capitalisation and indebtedness statement; and

● preparing the “long form” report (a general

commercial and financial due diligence report

on the business of the company).


What are likely to be the key workstreams

on an IPO affecting senior management?

Senior management should expect the IPO to take

up significant time and effort. The structure of each

management team will determine who is

responsible for or involved in any given

workstream, but it is often the case that the CFO of

the company is heavily involved throughout the

process. In order to reduce the demands on senior

management, we often recommend a company to

identify (or hire, if needed) an internal project

manager who is responsible for managing the

process within the company, acting as a primary

point of contact for the working group and co-

ordinating information flows.

The principal workstreams will be:

● establishing the IPO team and choosing

advisers;

● due diligence. As part of the legal due diligence

exercise and to assist in preparing the

prospectus, a company will need to set up a data

room where its material documents are placed

for review by advisers. It is important for the

advisers to start their diligence as early as

possible so as to allow sufficient time to address

any issues that arise. The company’s external

advisers also typically meet with senior

management to conduct business, financial and

accounting due diligence. Accounting

workstreams can put significant pressure on the

CFO and his/her finance team;

● drafting the prospectus or admission document.

The company’s legal counsel, in close

coordination with the relevant members of the

management team, will usually take the lead

role for drafting the prospectus or admission

document. This document serves two principal

purposes:

- meeting the regulatory disclosure

requirements, including providing the

information necessary to enable potential

investors to make an informed assessment

of the financial position and prospects of the

company, as well as the potential risks

relating to the company, in order to protect

the company and its officers and directors

from potential liability for material

misstatements or omissions; and

- a marketing document to explain the

company’s competitive strengths, strategy

and market opportunity (often referred to as

the “equity story” – see also “What is our

equity story?” below);

● analyst presentation. It is common practice for

senior management to meet with analysts from

the appointed banks (and possibly unconnected

analysts) and for such analysts to publish pre-

deal research on the company before the start of

the roadshow (see “What are research reports

and how are they prepared?“). Analysts should

come away from this meeting with a clear

understanding of the company’s business and

prospects; and

● roadshow. The roadshow is the opportunity for

senior management to meet with potential

investors and tell the company’s equity story. It

typically involves a number of presentations

over two weeks. This is part of the process in

which the banks will “build a book” of investor

interest in the shares to be offered, noting how

10

many shares investors would be prepared to

acquire and at what price.

The timeline set out in “Typical Timeline” on page 6

provides an indication of the amount of

management time required in relation to a

premium listing.


What is our equity story?

An IPO is an opportunity for a company to define

how it is positioned in the market. Even if the

company already enjoys a high public profile and

may have raised debt in the public market, an IPO

represents a different level of disclosure, with a very

clear focus on the future prospects and strategy of

the company. It sets the tone for all subsequent

market interactions by the company and provides

criteria against which future performance will be

judged. The basis for this positioning in the market

is the company’s equity story. There is no set

formula as to how this should be laid out but it is, in

essence, a very clear and cogent explanation as to

why investors should buy the company’s shares.

For most businesses this will include a set of “key

performance indicators” or “KPIs” provided to

analysts and investors at the time of the IPO which

will give a fuller picture on the drivers of the

business. It is important to spend time early in the

preparation stages to ensure that KPIs are chosen

which authentically reflect how the business is

managed, and which the company will be happy to

continue to provide publicly once listed.


Where should our holding company be

incorporated?

The jurisdiction of a listed company’s incorporation

can affect both its and its group’s tax position, as

well as its eligibility for admission to stock exchange

indices (e.g. FTSE).

UK tax issues have meant, for some groups looking

to undertake a listing, that a non-UK-incorporated

holding company (e.g. Jersey, Guernsey, Cayman

Islands, Isle of Man etc.) that is tax resident outside

the UK is preferred. In recent years, however, the

UK has become a more attractive holding company

jurisdiction, so early tax advice is recommended.

FTSE index inclusion is one of the key advantages

of listing as it improves liquidity and assists the

marketing of an offer and subsequent secondary

offers. A UK-incorporated, UK resident public

company is the easiest route to FTSE inclusion, and

for many businesses is the natural choice for the

listed holding company of their group. However,

other options may be considered in order to achieve

the optimal tax position.

It is possible for non-UK-incorporated, non-UK

resident companies to qualify for FTSE UK index

inclusion but the additional rules governing FTSE

index inclusion will need to be complied with. The

aim is, therefore, to combine FTSE index inclusion

with the optimal tax position of the group and

obtaining a co-ordinated and informed view from

advisers on these issues at an early stage is essential.


Who will most likely want to purchase our

shares in the IPO

Typically, institutional investors are the principal

investors in an IPO. Retail investors may

participate, however, for example through an

offering through intermediaries, particularly if the

company is well-known to the public. Smaller IPOs

are likely to include only institutional investors.

Institutional investors are typically investment

funds, pension funds and hedge funds, which may

be located anywhere in the world, including in the

United States (see “What about the US? Why is it

relevant?“).


Can members of the senior management

team sell shares in the IPO and following

the IPO?

It is common for existing shareholders to sell shares

in the IPO at the same time that the company issues

new shares to raise capital for itself. Typically,

financial investors (such as private equity houses)

are able to sell a greater proportion of their pre-IPO

holdings than members of the senior management

team. IPO investors want to be comfortable that the

senior management team will remain invested in

the delivery of the strategy and the generation of

shareholder value and therefore do not want to see

them selling all of their holdings. In our experience,

members of the senior management team are often

permitted to sell between 25% and 35% of their pre-

IPO holding in the IPO.

Significant shareholders and members of the senior

management will likely be required to sign lock-up

11

undertakings preventing them from selling their

post-IPO holdings for a period of 180 days and 12

months respectively.

Following the expiry of lock-up undertakings,

members of the senior management team will be

prevented from selling shares during specific

periods before the release of results and at other

times when the senior managers are in possession

of inside information. However, even when there

are no contractual or regulatory restrictions on

selling, consideration has to be given to the

messaging that accompanies the announcement of

a sale of shares by a senior manager and the likely

reaction from investors.


What is the prospectus and what will it look

like?

In the context of a premium listing, the prospectus

is the key disclosure document, approved by the

UKLA, which forms the basis upon which investors

will make their decision. The prospectus must

comply with the relevant requirements of the

Prospectus Rules, and contain the information

necessary to enable investors to make an informed

assessment of the company’s financial position and

the rights attached to the securities being issued – a

general duty of disclosure.

The prospectus is the principal document for which

the company and the directors will be responsible.

As discussed below, a detailed verification process

will be undertaken to ensure the accuracy of the

information contained within it.

Principal sections of the prospectus include:

● summary section;

● risk factors;

● business description – strengths, strategies,

current trading and prospects;

● operating and financial review (also referred to

as management discussion and analysis);

● audited financial information;

● description of the board and senior

management, including details on experience,

benefits and remuneration; and

● summaries of material contracts and any

material litigation.

From July 2018, for Main Market IPOS much of the

prospectus content (effectively all the background

information on the company) will be published in a

registration document prior to publication of

research. This will then be updated and

sophisticated with details of the IPO offering to

form the prospectus.

In the event that the IPO will be marketed to

institutional US investors and counsel to the

company and banks have been engaged to deliver

“10b-5 letters” in relation to the disclosure in the

prospectus, that disclosure will need to meet the US

disclosure standards, as well as the Prospectus

Rules and other UK standards.

An admission document for AIM generally follows

the format set out above, though the information

required for a prospectus and admission document

is not identical and, in particular, there is no

requirement to include an operating and financial

review in an admission document.


What do the due diligence and verification

processes entail?

As well as being key to drafting a high quality

prospectus, due diligence is necessary to protect the

people that are responsible for the prospectus.

Material errors, inaccuracies or omissions may

result in civil and/or contractual liability being

incurred by the company, the directors and/or the

banks to investors who have relied on it and

suffered loss or the imposition of criminal

sanctions.

The company, its directors and likely any selling

shareholders have primary responsibility for

ensuring that the prospectus is true, accurate and

not misleading and avoiding the omission of any

material information. The sponsor will also owe

duties as a result of this role pursuant to the Listing

Rules. The sponsor and any other banks may

otherwise incur liability as a result of their

respective activities on the IPO. The banks will

therefore want to ensure that the prospectus is

correct and fulsome in all material respects in order

to avoid harm to their respective reputations or

potential financial liabilities.

Adequate due diligence can lead to a defence of

reasonable care and reasonable investigation to an

allegation of liability arising from incomplete or

inaccurate disclosure. It can also help to prevent

12

reputational harm that may result from issuing or

being associated with an incorrect or incomplete

prospectus.

In the UK, there is no formal distinction between

due diligence and verification, but verification has

evolved over time to describe the process of

checking statements in the prospectus to ensure

that it is true, accurate and not misleading.

Verification is a painstaking process but is done

largely for the protection of the directors who take

responsibility for the document. The process is

usually led by the company’s lawyers and reviewed

by the bank’s lawyers.

Verification on transactions with a significant US-

tranche (and 10b-5 letters delivered by counsel to

the company and banks) often focuses on

identifying supporting information for key points of

disclosure only.

Verification is undertaken on the prospectus as well

as the marketing and analyst presentations. At one

extreme it may involve a line by line analysis of the

relevant document with full verification notes. In

other cases, only material statements in the

document are verified. The approach to verification

should be agreed by the advisers early on and may

be impacted by the level of US investor interest and

marketing, the timetable for the IPO and the access

provided to the lawyers and the banks in the rest of

the due diligence process.

In addition to informing the prospectus drafting

process and contributing to a potential due

diligence defence, the due diligence process is

intended to uncover any issues or problems that

must be addressed or fixed prior to the IPO. For

example, documentary due diligence covering the

company’s historic corporate documents are often

key to understanding what is required and able to

be done in relation to a pre-IPO reorganisation.

Primary due diligence workstreams include:

● review by the advisers of the documents

provided by the company in the electronic data

room;

● management due diligence sessions during

which the advisers are able to ask questions of

management; and

● financial due diligence led by the accountants in

which they look in detail at the financial affairs

of the company with a view to preparing the long

form report, the short form report and the

working capital report.


What is the liability for directors in the UK

and US in connection with the prospectus?

The company and the directors are required to

make a declaration in the prospectus that, having

taken all reasonable care to ensure that such is the

case, the information contained in the prospectus

is, to the best of their knowledge, in accordance with

the facts and contains no omission likely to affect its

import. This may be particularly sensitive for

directors that have agreed to become a director at

IPO or for those that are relatively new to the

company, as such directors may be less

knowledgeable as to the issues facing the company

or the material information that must be disclosed

in the prospectus.

The company and the directors could incur civil and

criminal liability if investors suffer a loss as a result

of an action or inaction by the company or the

directors. However, this liability may be managed in

some instances through appropriate disclosure and

drafting in the prospectus and a robust due

diligence and verification process. In addition, in an

underwriting agreement, directors will be required

to give warranties in their personal capacity

regarding, among other items, the accuracy of the

information in the prospectus. Liability for each

director will typically be capped at a multiple of

his/her annual remuneration from the company

and may be subject to insurance policies covering

the directors.

Companies, directors and officers engaged in public

offerings in the United States are subject to liability

for materially misleading disclosure and omissions

from registration statements, prospectuses, or

other public statements. Under the broad anti-

fraud provisions of Rule 10b-5 of the Securities

Exchange Act of 1934, companies may also be liable

to those who purchase or sell in the secondary

market.


13

What are research reports and how are

they prepared?

The regular publication of research about

companies, particularly listed companies, is part of

the normal activity of research analysts. This

research is intended to provide an independent and

objective view of the subject company and its

business and may well include a recommendation

by the analyst to its clients to buy, sell or hold that

company’s securities.

As part of the marketing of an IPO prior to the

public launch of the transaction, it is usual practice

for research analysts connected to the lead bank and

other members of the syndicate to publish research

reports on the company. The reports are circulated

to the bank’s institutional clients prior to the

offering.

A detailed and fairly lengthy analyst presentation is

typically prepared by the company with significant

input from the banks. Connected analysts are then

invited to attend the meeting which is conducted by

senior management of the company and normally

comprises a presentation of the business followed

by an extensive question and answer session. All of

the information provided to analysts, to the extent

that it is material, must be included in the

prospectus that is drafted for the IPO. Connected

analysts are usually given three to four weeks after

the management presentation to prepare their

report.

The publication of the bank’s research raises a

number of issues, including around the

independence of the report and the role the

company may have played in developing the

information contained in it, particularly in relation

to the forecasts included in the research report that

are developed by the analyst, based on information

(to be made public in the prospectus) provided by

the company. The broker and analyst will need to

maintain their independence from the IPO process

despite the fact that the report will be published

during this process. Research reports prepared by

connected analysts may be regarded by the market

as having been authorised, expressly, or by

implication, by the company or by other members

of the underwriting syndicate. This gives rise to

legal implications for the company and the banks.

From July 2018, provisions are in place to facilitate

the publication of unconnected research as well as

the research published by connected brokers. At the

time of writing this memorandum it remains to be

seen how prevalent this will become.


What is the underwriting agreement?

The underwriting agreement is the agreement

between the banks, the company, the directors and

any selling shareholders, under which the banks,

acting as principals, agree to fund purchases for

shares and to subscribe for or purchase, as

appropriate, any shares not taken up by investors.

It therefore effectively guarantees to the company,

subject to certain conditions, the number of shares

to be issued and the amount of money raised.

Where the principal underwriting bank is also the

sponsor to the issue, the underwriting agreement

may contain the terms of the sponsorship including

the extent of the sponsor’s responsibility for the

prospectus, the sponsor’s advisory fee and the

sponsor’s indemnity from the company.

The underwriting agreement is prepared by banks’

counsel. The typical process would usually involve

written comments being received from the

company and its counsel (and selling shareholders,

if any), followed by a process of negotiation and the

production of additional drafts.

The typical provisions of an underwriting

agreement include:

● commitment from the banks to procure

purchasers for the shares or, failing that, to

purchase the shares;

● representations, warranties and undertakings

from the company, selling shareholders and

directors of the company to the banks, including

in relation to the operation of the company and

the accuracy of information provided to

investors;

● lock-up commitments from selling shareholders

and directors concerning future sales of shares;

● conditions to closing of the IPO, providing that

the obligation of the banks are subject to certain

conditions which, if not satisfied or waived, can

lead to the banks pulling out of the offering;

● an indemnity in which the company is required

to indemnify the banks for losses arising out of

or in connection with the IPO; and

14

● allocation of commissions to be paid to the

banks and other costs and expenses, which

typically include legal and certain other fees.

These provisions may not, of course, be included in

all underwriting agreements, and will need to be

tailored to suit the particular structure and type of

offering. Also, certain provisions may be removed

or altered during the negotiation process.


How will listing affect our current financing

arrangements?

Many companies seeking to raise funds via an IPO

do so in order to pay down existing debt facilities or

take advantage of the transaction, and the more

attractive borrowing rates or terms that may come

with it, to refinance all outstanding facilities.

Where debt financing is scheduled to mature within

12 to 18 months of listing, refinancing or repayment

of the debt will need to be addressed and considered

in the working capital report produced by the

accountants (in coordination with the company) in

connection with the listing.

It is worth emphasising that the listing or any

reorganisation of the group structure (in particular,

putting in place a new holding company in

connection with a listing) may trigger one or more

prepayment events such that a package of waivers

and/or consents from the financing banks is

required. This should be reviewed at an early stage

of the IPO process.


How will our corporate governance need to

change on listing?

Early on in the IPO process, with the help of its legal

advisers, a company should consider what changes

need to be made to its corporate governance

structure to ready itself for public life. Almost all

businesses will need to consider significant changes

to their board and governance structure in the

transition from privately-owned enterprise to a

listed company.

A company with a premium listing is required by

the UK Listing Rules to “comply or explain” against

the requirements of the UK Corporate Governance

Code. Some of the main areas that typically required

consideration are:

● the appointment of independent non-executive

directors, as private companies rarely have a

sufficient number of “independent” directors;

and

● the UK Corporate Governance Code also

requires the establishment of board

committees: an audit committee, remuneration

committee and nomination committee. The

roles of these committees are well-established,

but directors will need to be on board at listing

to fulfil these roles.

It is common for existing shareholders to retain

stakes after the listing and the major shareholders

may be individuals who expect a seat on the board

(whether executive or non-executive). A company

will typically need to satisfy potential investors that

it is capable of carrying on its business

independently of its major shareholders, which may

result in the implementation of a “relationship

agreement” between the company and any

controlling shareholders. In fact, such an

agreement is mandatory for premium listings if a

major shareholder will control more than 30% of

the shares after the IPO. In practice, companies

listed on AIM adopt a less rigorous approach to the

UK Corporate Governance Code but they are

expected to adopt some form of recognised

corporate governance code (for example the QCA

code).


Should we put in place employee share

plans on listing?

A listing provides a company with an ideal

opportunity to completely review its employee

share incentive arrangements. In many cases,

awards granted under a company’s existing share

plans will become exercisable on or around the IPO

and the plans themselves will be unsuitable for a

listed company. A number of companies also find

that they are able to offer some of the HM Revenue

& Customs (“HMRC”) approved share plans that

were previously unavailable to them (with certain of

these plans now capable of being self-certified by

the company). Such plans can be useful as they

potentially offer participants significant tax savings.

Typically, a company embarking on an IPO will

consider introducing some or all the following share

plans:

15

● an HMRC Approved Company Share Option

Plan with a schedule for the grant of unapproved

options (this is the “classic” share option plan

under which market value options can be

granted to selected employees);

● a Long Term Incentive Plan (usually a form of

discounted/nil-cost option plan with

challenging performance conditions and often

reserved for the most senior employees);

● an HMRC Approved Savings-Related Share

Option Plan (this is an all-employee share

option plan where participants exercise options

using savings made over a set period of time);

and/or

● an HMRC Approved Share Incentive Plan (an

all-employee share ownership plan).

Many listed companies also establish an Employee

Benefit Trust to assist with the

administration/operation of its share schemes.

Although these are usually granted by private

companies, a listed company might still be in a

position to offer tax favoured HMRC approved

options known as Employee Management

Incentives. Some companies choose to give their

employees an opportunity to participate in the IPO

itself through an employee share offer.

Companies need to consider their share incentive

arrangements at an early stage (at least three

months prior to the planned date of the IPO). If the

schemes can be established before the IPO then not

only is this administratively less cumbersome, it can

also enable awards to be made using the price at

which the company’s shares are first listed. Early

action is particularly important for any company

wishing to introduce an HMRC approved plan as

certain of these require formal HMRC approval

which can take several weeks (though self-

certification is possible in some cases).

It is important that a company takes into account

the likely views of its investors and future investors

when devising its share schemes. Shareholders will

generally expect there to be limits on the number of

shares that can be issued under employee incentives

(such as those set out in the Investment Association

Principles of Remuneration) and, particularly

where generous pay-outs are at stake, shareholders

will require awards to be subject to the satisfaction

of challenging performance criteria.

Lastly, any employee incentive arrangements

implemented, whether in the lead up to the IPO or

following it, should take into account the HMRC

“disguised remuneration” rules, particularly where

the arrangement involves an employee benefit trust

(as is quite often the case). It should usually be

possible to navigate around the application of the

disguised remuneration rules in order to avoid

unwanted income tax and national insurance

charges at the time that the relevant arrangement is

being put into place and/or awards made.


What is a “dual-track” process?

Dual-track processes involve a preparation for a

listing being carried on in parallel with another

potential transaction. Where key investors are

looking for an exit, a listing is often run alongside a

sale process which can help to increase competitive

tension among bidders in the sale process, increase

market interest generally and maximise value for

shareholders. The transactions may be run in

parallel right up until the listing is announced, or

even until pricing of the offer, or alternatively the

decision between listing and sale may be made

earlier in the transaction timetable.

In order to run the two parallel processes efficiently,

it will require the appointment of advisers with

experience of this specific process in order to co-

ordinate the strict timetabling demands of a listing

with the relative fluidity of a trade sale process and

it will be important to identify the key workstreams

early so that there is no duplication of work.


16

Appendix I

Which Market: London listing eligibility requirements

Premium Listing Standard Listing AIM

Regulated market?

Yes (Official List) Yes (Official List) No (multilateral trading facility)

Applicable indices FTSE UK series, where eligible

N/A FTSE AIM series, where eligible

Offering document requirements

Prospectus (requires UKLA approval)

Prospectus (requires UKLA approval)

Admission document - admission of securities to AIM (no approval process)

Prospectus - if offer to the public

Minimum free float? Yes - 25% Yes - 25% No - Nomad assessment of suitability and potential liquidity

Free transferability of shares

Yes - electronic settlement required

Yes - electronic settlement required

Yes – but lock-ins for new businesses

Electronic settlement required

Audited historical financial information

3 years; audited information may not be more than 6 months old

3 years or such shorter period as company has been in operation; interim information (audited or unaudited) required if audited information is more than 9 months old

3 years or such shorter period as company has been in operation; interim information (audited or unaudited) required if audited information is more than 9 months old

Three year revenue earning record

Yes (covering 75% of business)

No No

Working capital statement?

Yes (must be unqualified) Yes Yes (must be unqualified)

Sponsor or Nomad required pre-admission?

Yes – sponsor required for IPO

No Yes – Nomad required at all times

Corporate governance requirements

“Comply or explain” against the UK Corporate Governance Code

Need only include a corporate governance statement in the directors’ report

No mandatory requirement. In practice, some compliance with the UK Corporate Governance Code or QCA Code depending on size etc. of company

Share dealing rules EU Market Abuse Regulation (Article 19)

EU Market Abuse Regulation (Article 19)

EU Market Abuse Regulation (Article 19) and AIM Rule 21

17

Premium Listing Standard Listing AIM

Significant transactions require shareholder approval

Announcement required for significant transactions such as acquisitions and disposals, exceeding 5% of any class tests

Shareholder approval, a circular and appointment of a sponsor required for significant transactions exceeding 25% of any class tests

Shareholder approval, a circular and appointment of a sponsor required for related party transactions exceeding 5% of any class tests

Reverse takeovers, where any class test exceeds 100%, require readmission including publication of a prospectus and shareholder approval

No specific requirements for significant transactions

Reverse takeovers require re-admission including publication of a prospectus and shareholder approval

Announcement required for significant transactions exceeding 10% of any class tests

Announcement required for related party transactions exceeding 5% of any class tests

Disposals in a 12 month period exceeding 75% in any class tests require publication of a circular and shareholder approval

Reverse takeovers where any class test exceeds 100% require re-admission to AIM including publication of an admission document and shareholder approval

Major shareholder notification regime applies

Yes Yes Yes - for UK companies; AIM Rules advise that constitution of overseas companies should replicate UK rules

Requirement to offer pre-emption rights

Yes Not under Listing Rules but company law may impose such a requirement

Not under AIM Rules but company law may impose such a requirement

Prospectus for further issues?

Yes – if more than 20% shares of same class admitted to trading

Yes – if more than 20% shares of same class admitted to trading

Only if constitutes offer to the public under Prospectus Directive.

Does Takeover Code apply?

Yes (if registered office in UK, Channel Islands or Isle of Man)



Shareholder approval required for delisting?

Yes – 75% shareholder approval

No - notification only Yes – 75% shareholder approval unless shares are already or will be admitted to trading on an EU regulated market.

18

Appendix II

Which Market: What are your objectives or primary considerations?

Premium Listing Standard Listing AIM Comments

Cost/intensity/speed

Most expensive route (in terms of fees) to listing.

Commissions paid to banks on shares issued/sold are more competitive compared to other markets.

Premium listing is ‘gold’ standard and therefore most rigorous diligence/drafting processes and greatest intensity for management.

Cheaper than premium listing but more expensive than AIM, reflecting need for a prospectus.

Adviser fees are typically lower on AIM, partly as there is no requirement for a prospectus and typically no/limited US marketing on AIM IPOs and therefore no requirement for 10b-5 or SAS 72 letters.

Commissions paid to banks, however, may be higher.

Least intensive as no requirement for a prospectus and process is typically shorter.

We often recommend a company to identify (or hire, if needed) an internal project manager who is responsible for managing the process within the company, acting as a primary point of contact for the working group and co-ordinating information flows.

Value maximisation Premium listed companies are most attractive to institutional investors and have greater access to overseas investors.

Eligible for FTSE index inclusion and therefore access to tracker funds and potentially greater liquidity.

Prospectus opens up possible retail offer.

Typically greater PR/public awareness of premium listed companies.

Not eligible for FTSE index inclusion.

Standard listing often used for special purpose acquisition vehicles where three year track record not satisfied.

Standard listed companies typically undertake to move to premium segment when circumstances permit.

Less attractive to institutional investors and therefore lower liquidity and lower valuation.

Not eligible for FTSE inclusion.

Smaller pool of institutional investors but access to specialist small company investors.

Tax advantages.

There is no obvious reason for standard listing if eligibility criteria is not an issue.

We see companies typically opting for a premium listing if they are likely to have £150 million market cap or more. Below that level, AIM may be a better choice from a cost/benefit perspective and ongoing obligations are more suited for growth companies.

Informal guidance from AIM suggests that companies with a market cap of £500 million or more should seek a premium listing.

19

Premium Listing Standard Listing AIM Comments

Raising money by issuing further shares

A prospectus will be required if company issues more than 20% of its issued share capital in a rolling 12 month period.

A prospectus will be required if company issues more than 20% of its issued share capital in a rolling 12 month period.

A prospectus would only be required if carrying out an open offer (with value exceeding €5 million) or rights issue. It is very unusual for AIM companies to carry out fundraisings with a prospectus.

AIM provides greatest flexibility for raising money quickly and with lower adviser fees than premium and standard listings. However, premium listed companies have greater access to capital and may be able to raise more money at higher valuations.

Acquisitions and disposals post-IPO

Acquisitions or disposals exceeding 25% in any class test will require shareholder approval and publication of an FCA approved circular (including working capital, no significant change, financial information).

An FCA approved prospectus will be required if the company acquires a business that exceeds 100% in the class tests (a reverse takeover).

An FCA approved prospectus will be required if consideration shares are issued and trigger 20% test.

Save for a general obligation to update the market which would include announcing significant acquisitions/disposals, there are no specific shareholder approval/documentation requirements obligations.

An FCA approved prospectus will be required if consideration shares are issued and trigger 20% test (see Raising Money above).

An FCA approved prospectus will be required if the company carries out a reverse takeover.

No requirement for shareholder approval or circular unless transaction is a reverse takeover or fundamental change of business. In these circumstances an admission document will be required.

AIM provides greatest flexibility for smaller/acquisitive companies.

Production of an FCA approved circular can take 4-6 weeks.

Production of an FCA approved prospectus can take 2-3 months.

Circulars and prospectus add significant accounting, legal and sponsor fees.

An AIM admission document does not need to be approved by the FCA and can therefore be prepared in 4-6 weeks.

20

Appendix III

Our Recent IPO Experience

www.traverssmith.com

Key Contacts

Spencer Summerfield Head of Corporate


T: +44 (0)20 7295 3229

Neal Watson Head of Corporate Finance


T: +44 (0)20 7295 3250

Adrian West Partner


T: +44 (0)20 7295 3419

Richard Spedding Partner


T: +44 (0)20 7295 3284

Anthony Foster Partner


T: +44 (0)20 7295 3394

Andrew Gillen Partner


T: +44 (0)20 7295 3369

Philip Cheveley Partner


T: +44 (0)20 7295 3474

Dan McNamee Partner, US Securities Law Group


T: +44 (0)20 7295 3492

Jon Reddington Partner


T: +44 (0)20 7295 3413

Travers Smith LLP is a limited liability partnership registered in England and Wales under number OC 336962 and is regulated by the Solicitors Regulation Authority. The word

“partner” is used to refer to a member of Travers Smith LLP. A list of the members of Travers Smith LLP is open to inspection at our registered office and principal place of business:

10 Snow Hill, London EC1A 2AL

22

Documents

Preparing for an IPO Key Questions and Answers for ......any issues must be addressed prior to the IPO. Unlike in an M&A process, time needs to be allowed to fix such issues before