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THE EUROMONEY EQUITY CAPITAL MARKETS HANDBOOK 2012

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Page 1: THE EUROMONEY EQUITY CAPITAL MARKETS HANDBOOK … · THE EUROMONEY EQUITY CAPITAL MARKETS HANDBOOK ... over the world in a primary market that has changed fundamentally. ... relevant

THE EUROMONEY EQUITY CAPITAL MARKETS HANDBOOK2012

ECM_FC and Spine_2012.qxp 16/9/11 15:13 Page 1

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Michael OppermannPartnerHead of Financial Accounting Advisory ServicesGermany - Switzerland – Austria

Phone +49 6196 996 [email protected]

www.de.ey.com

Considering an IPO?Preparing your masterpiece in capital markets

Dr. Martin SteinbachExecutive Director (FAAS)Head of IPO and Listing ServicesGermany - Switzerland - Austria

Phone +49 6196 996 [email protected]

IFC_ECM_2012 18/9/11 07:57 Page 1

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CHAPTER 2 I EUROMONEY HANDBOOKS

5

Pre and post-IPO readiness andrecent trends in primary marketsby Michael Oppermann and Dr. Martin Steinbach, Ernst & Young

1. Trends in global primary markets

Consolidation of exchanges and ongoing riseof emerging IPO markets Global IPO markets exhibit a rich diversity of geographies,

industries and types of companies. Such investment

activity also demonstrates that investors are no longer

limited to primarily investing in their domestic market.

Emerging markets continue to fuel global IPOs, despite

financial volatility. Vice versa high-quality enterprises,

primarily from the emerging markets, continue to be

well-received by the world’s public markets. Serving these

and the following trends, world’s stock exchanges continue

to consolidate through transatlantic mergers.

The revolution in share trading has broughtabout fundamental changes With the evolution of capital markets over the past few

years, investors and issuers are connected in a highly

efficient global environment. High speed trading networks

and technology and even lower prices for hardware and

trades enable investments in milliseconds with no physical

barriers. New virtual trading platforms, such as dark pools,

have arisen with the liberalisation of markets and high

frequency and algo trading accounting for more than 50%

of trading volume, has changed the behaviour of market

participants fundamentally, leading to a fragmentation of

liquidity and information.

Convergence of main listing and regulatoryrequirements globallyGlobal liquidity and capital follows a good investment story

wherever it’s listed. Liquidity is not sticky anymore with

the market of the primary listing. As international investors

require high transparency of issuers, initial and ongoing

listing requirements converge and listing standards in main

Despite turbulent times, initial public offerings (IPOs) are taking place allover the world in a primary market that has changed fundamentally.Globalisation is taking place in capital markets in a highly efficient virtualenvironment, accessing investors worldwide without physical barriers.But how does a company begin the all-consuming task of preparing for anIPO journey? What are the lessons learnt? When starting out, it’s importantto realise that the IPO event is not the end game. Rather, this will be amomentous process for the organisation that will continue long after theactual transaction. The journey begins with earnest decision-making anddiligent planning. The paramount importance of internal preparednessbecomes apparent early in the process. And readiness is defined, in part, bymanagerial diligence, endurance and organisational discipline.

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CHAPTER 2 I EUROMONEY HANDBOOKS

markets of major stock exchanges no longer differentiate

that much. As a result, exchanges profiles are quite similar,

but soft differentiation factors remain in terms of

environment, location, profile and image. Going forward,

serving and protecting investors – a global prospectus

standard – could lower IPO costs for issuers in the future,

accompanying investors buying IPOs worldwide.

Dual listings going east or west again on the riseSecondary listings are again on the rise – albeit with new

motivations. And an additional stock exchange listing,

particularly in emerging markets, is becoming increasingly

important for strategic reasons. Companies with a core

strategy in the market of the dual listing especially expect

higher visibility towards end consumers, better access and

commitment to the market and government. The reach of

relevant perception and the result of such business

rationale will prove the strategic goals of dual listings in

the future.

Acceptance of IFRS as global financialreporting language growingMarkets moving towards accepting and adopting

International Financial Reporting Standards (IFRS) as the

global accounting standard will improve an investor’s

ability to compare and evaluate companies, provide more

transparency and decrease the costs incurred by

companies for accumulating, preparing and reporting

financial information. It also helps regulators reach their

ultimate goal to increase the efficiency of financial

marketplaces, lower the costs of capital with an improved

allocation of capital worldwide, and enhance shareholder

value. Following high speed trading with a way of efficiently

communicating financials to analysts and investors, XBRL

(eXtended Business Reporting Language) could evolve as

the global communication standard in the future.

Challenging IPO markets come and go – butwinning companies are always readyThe lessons learnt from successful IPOs are even more

crucial in volatile economic conditions in an interlinked

world that reacts at high speed to unpredictable external

shocks. Even when the financial climate is not ideal for

raising funding, it could be a good time to be planning for

an IPO or any other deal. While waiting for markets to

settle, executives may embark upon the IPO phases and, in

the two to three year transformation process, fully prepare

their company so that it is ready to go public when markets

recover. That’s why good preparation to achieve IPO

readiness is key to success.

2. Key preparation aspects of IPO readiness

Executing a company strategy requires access to capital.

One of the primary ways to access capital is to go public.

Companies that have completed a successful IPO know

the process involves the complete transformation of the

people, processes and culture of the organisation from a

private enterprise to a public one. Businesses need to

undergo many months of advanced planning, organisation

and teamwork before they are ready to go public.

The journey to public company status must prepare an

organisation not only for the defining moment of the IPO

ceremony at the remaining trading floors, ringing the bell,

but also for a whole new phase of corporate life. That’s

why market outperformers treat the IPO as a long-term

transformational process which brings change to every

aspect of the business, organisation and corporate

culture.

Going public is not for every company. The pitfalls are

numerous and the stakes are high. Lack of adequate

preparation and poor market timing can jeopardise an IPO.

It’s important to understand the suitability of the IPO for

the business, given a company’s business model, growth

potential and the stage of the company’s life cycle.

Preparation is critical. Successful IPO candidates often

spend two years or more building business processes and

infrastructure, recruiting executive and advisory talent,

getting in front of financial and reporting issues and

mastering the essential board of directors’ commitment to

go public. In the life-changing journey from the private

6

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CHAPTER 2 I EUROMONEY HANDBOOKS

realm to the public markets, senior managers face

numerous leadership challenges which test the IPO

readiness of their business. Therefore, the key question

that a CEO, CFO and senior executives need to ask is: Are

we prepared?

So how does a company begin the all-consuming task of

preparing to go public, which starts well before the IPO

event and continues long after? From the company’s

perspective eight main areas are usually covered by the

question and answer session of an IPO readiness

workshop. Shareholders, CEO and CFO typically want to

know and to evaluate the following aspects:

• Potential IPO strategy

This basic topic assesses the motivation, use of

proceeds, relevant market, right exchange, adequate

listing segment, first check of equity story and main

cornerstones of issuing concept in an IPO base case.

• Legal structures as listed company

Questions are about the right potential issuer,

transparent company structure, design of articles of

association, and type of shares.

• Tax optimisation pre-IPO

Considerations address the country of registration, tax

optimisation for shareholders and the company and

transformation process into the relevant legal form.

• Efficiency of finance and reporting

Discussions are around accounting efficiency,

reporting and disclosure periods with regards to fast

closing ability, IFRS-conversion and integration and the

ability to deliver relevant content for prospectus

preparation.

• Systems’ infrastructure readiness

As the capital market requires additional information,

the IPO assessment includes relevant systems like the

readiness of internal controls, compliance and risk

management supported by an efficient IT infrastructure.

• New functions for the ‘being public’ phase

Questions in the assessment are about the readiness

of corporate governance processes, investor relations

and capital market requirements like the internal

preparedness for insider regulation, directors dealings,

ad hoc disclosure etc.

• Leadership structure and organisation

Is an experienced board in place? Are they well-trained

for media purposes and for the life as a public company?

How does the remuneration fit to capital markets

expectations? What about long-term incentive plans?

• Timing the right IPO window

Considerations include a potential IPO schedule, the

relevant alternatives of plan B in a potential multi-track

process and the ability to staff internal resources for

IPO project management.

3. IPO readiness assessment: why,where and how to go public?

To start the IPO process ‘on the right foot’, the IPO

readiness assessment is a structured approach designed to

guide the company through a successful IPO transaction to

a strong debut in the capital markets. Executives want to

7

Michael Oppermann, Partner

Head of FAAS – Financial Accounting Advisory Services

tel: +49 6196 996 27305

email: [email protected]

Dr. Martin Steinbach, Executive Director

Head of IPO and Listing Services (FAAS)

tel: +49 6196 996 11574

email: [email protected]

Germany - Switzerland - Austria

Michael Oppermann Martin Steinbach

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CHAPTER 2 I EUROMONEY HANDBOOKS

understand more the ‘measures that matter’ – what it

takes to win in the capital markets. The assessment is also

a gap analysis tool. Its purpose is to diagnose those areas

of the business which require the most development and

management attention before the IPO process begins,

helping the company to be listed more quickly and

efficiently. It identifies gaps between the company’s

current state and where it needs to be for an IPO to be

successful. It includes main questions about why, where

and how to go public.

Why? IPO motivation and strategyFor many companies in an early stage the key question is:

could an IPO be the right next step. The preparation starts

with the careful evaluation of pros and cons of an IPO, the

potential use of proceeds and examination of alternatives.

This is in line with the first questions from investors at an

IPO roadshow: why are you going public and what is the

use of IPO proceeds? Answering these fundamental

questions is key to the success of an IPO. Therefore

outperforming companies weigh the benefits of going

public against the drawbacks, as well as against the

company and shareholders’ objectives. The possible

motivations shown in Exhibit 1 of going public are

numerous, including: improved financial condition, liquid

mergers and acquistions (M&A) currency, more capital to

sustain growth and innovation, better incentives for

management and employees through stock options,

enhanced corporate image, better future financing

opportunities and the ability to benchmark operations

against other public companies from the same industry.

The potential drawbacks of going public can include: loss

of control and privacy, limits on management’s freedom to

act, the demands of periodic reporting, initial and ongoing

expenses, the burden of dealing with shareholders’

expectations and increased disclosure requirements.

Where? Strategic question about the rightIPO destinationThe decision to raise capital is no longer limited to

exchanges in a company’s local market – companies now

have a real choice. Companies deciding to go public need

to map out all the necessary steps and tasks. But first they

have to set down their goals in order to determine the

specific requirements for the IPO. And that means

determining which capital market or listing zone (the

Americas, Europe/EMEIA (Europe, Middle East, India and

Africa), Asia), and which stock exchange and segment will

actively support the company’s strategy. Up to now,

companies have as a rule chosen their home market as the

location for their primary listing. But, as the saying goes,

the exception proves the rule: many high-profile examples

of businesses, e.g., the Italian brand Prada, have gone

public abroad.

A company today faces a wide range of options for

registering in markets in addition to, or possibly, instead

of, the company’s local exchange. To achieve the right

combination of corporate and capital market strategy for

the IPO or secondary listing, companies can choose from

more than 100 stock exchanges and listing options

worldwide. There are three self-contained regions for

companies wishing to go public – Europe/EMEIA, Asia and

8

Equity:finance

innovationand

growthHigher

visibilitytowards all

stakeholders

Leadstrategies M&A

transactions andconsolidation

Betterexecution ofLTIP/SOPs

Exit optionfor PE/VC

Positioningalongside

global industryleaders

HR: higherattractivenessfor new people

IPO Better brandrecognition

Possible motivations of goingpublic Exhibit 1

Source: Ernst & Young

PE/VC = private equity/venture capital LTIP/SOPs = long-term incentive plan/stock option plans

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CHAPTER 2 I EUROMONEY HANDBOOKS

the Americas – each distinguished by its different time

zones, currencies and economies. But where is the stock

exchange that is right for a company? This question can be

approached from two perspectives – the national and the

sectoral. The national perspective: a company’s home

market is often regarded as the country in which it is

incorporated. This is where companies usually go public.

And it is here that investors expect the listing, as the

company is intimately linked to economic development in

its particular country (the economy, culture, infrastructure,

technology base, taxes) and also shows its commitment to

the relevant capital market regulations.

The sectoral perspective: a company can also be said to be

at home where people can best understand and evaluate

its business model. As a result, the marketplace where

many comparable companies (peers) are listed, which has

sector-specific analyst expertise, and which attracts

investors in the sector can also be regarded as a

company’s home market.

Does it make sense to go public or to have the primary

listing outside the company’s country of incorporation?

How mobile is the company on the capital market? Finding

the answers to these questions can pose complex

challenges – particularly if there are strategic benefits to

listing the company far from its familiar national market.

For example, entrepreneurs can expect a listing abroad to

attract consumers’ attention to the company’s products

and media presence, facilitate access to new markets and

positively impact business operations.

These factors shown in Exhibit 2 must be carefully

examined and weighed up against each other. It involves a

number of considerations from various perspectives:

• strategic motivations and goals;

• considerations relevant for valuation purposes;

• access to and perceptions of investors;

• costs and regulations; and

• other preferences.

Other factors that motivate companies to go public outside

their home market vary according to their country of

incorporation and require in-depth knowledge of various

specifics. These include the size requirements implied by

the regulations that have to be fulfilled, uncertainties

regarding the listing process, and the waiting or processing

times during the approval of the prospectus and the

registration of the securities.

How? Internal preparation of the companyIPO readiness requires a sturdy infrastructure to facilitate

regulatory compliance, to protect against risk exposure

and to provide guidance to meet or beat expectations.

Based on the experience and lessons learnt from many

transactions, companies preparing an IPO can count on the

following recommendations based on the most challenging

milestones and with relevant assessments in context.

• Start early and commit substantial resources

Preparing for an IPO is an intense and arduous

process, and it’s easy for management and employees

to become distracted by the enormity of the task.

The company must strike the right balance between 9Considerations about IPO destination Exhibit 2

Source: Ernst & Young

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CHAPTER 2 I EUROMONEY HANDBOOKS

managerial focus on the IPO transaction and the day-

to-day operation of the company. Companies should

begin the IPO readiness process early enough so that

the prelisted company acts and operates like a public

company at least a year before the IPO. Substantial

resources should be committed to the IPO process.

And an experienced management team, robust

financial and business infrastructure, corporate

governance and investor-relations strategy that will

attract the right investors need to be prepared.

IPO candidates often underestimate the amount of

time the IPO journey will take, and the level of scrutiny

and accountability faced by a public company. This is

the reason why successful companies approach the

IPO as a transformational process rather than the end

game or just a financing event. Main questions of the

assessment are: has a formal, comprehensive written

plan and time-line been developed? Are resources in

place to support the IPO process and project

management?

• Building the right IPO team: recruit and retain an

experienced team

Company’s top managers must have the experience

and skills to undertake the IPO transaction and operate

a public company leading up to the roadshow and long

after it is over. According to recent studies, investors

expect capital market experience from the CFO, and

from the CEO deep industry knowledge. Likewise,

external advisers should be highly skilled

professionals with extensive IPO credentials, contacts

and industry expertise. They are the voices of

experience. Areas of the assessment include: are the

eligibility and qualifications of current board members

to serve on the board of a publicly traded company

evaluated? Does the management team have

experience and a going-public track record? Have the

right advisers with IPO and public company experience

been selected?

• Designing a compelling equity story and minimum

issuing volume

Be able to articulate a compelling equity story backed

up by a strong track record of growth which sets the

company apart from their peers while increasing value

for owners. According to a study of Ernst & Young,

institutional investors base an average of 60% of their

IPO investment decisions on financial performance

measures – in particular, growth in earnings per share

(EPS), earnings before taxes, depreciation and

amortisation (EBITDA) and profitability – and attribute

an average of 40% of their IPO investment decisions to

non-financial measures, attaching the most importance

to management credibility, corporate strategy and

brand strength: a compelling equity story covering all

these aspects is key to market an IPO. A recent study

of the Investment und Asset Management Association

in Germany (BVI) identified the importance of a

compelling equity story as one of the top tier criteria to

invest alongside a minimum market cap of €150m and

a free float of around 40%.

• Reviewing business processes and infrastructure:

construct a strong infrastructure for accurate financial

reporting and forecasting

A strong infrastructure which enables accurate

financial forecasting and regulatory compliance needs

to be in place before the IPO launch. Readiness is

established, in part, by managerial diligence and

endurance and organisational discipline. The company

needs to define and implement adequate business

policies and procedures, systems, security and

controls well in advance to ensure they will withstand

the rigors and scrutiny of public company status.

Questions are: has the needed/desired transparency

been established within the organisation? Are the

financial, accounting, tax, operational and IT processes

systems and controls needed to support the

transformation into a public company already in place?

10

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CHAPTER XX I EUROMONEY HANDBOOKS

11

• Evaluate alternative exit strategies: keeping

options open

Before settling on the IPO route to growth capital,

most IPO candidates and private equity firms explore

alternative strategies. Taking a dual-track approach

expands a company’s strategic options, improves

negotiating leverage and reduces execution risk.

The M&A market, private equity-backed deals and

dual-track approaches (such as a concurrent pursuit of

both an IPO and an M&A transaction) are viable

alternatives to raise capital and each offer their own

unique strategic advantages. The main questions are:

have other possible transactions that could be

attractive alternatives to an IPO been considered?

Has the company’s potential M&A valuation versus its

public company valuation been determined?

• Establishing corporate governance and investor

relations: create the corporate governance policies

that inspire shareholder confidence

Companies should take time to build a team with

compliance and governance specialists, experienced

investor relations (IR) officers and financial executives.

Similarly, they should adopt best practice corporate

governance and reporting policies that protect

shareholder interests. The infrastructure-building

process should include the development of a strategic

investor-relations programme for marketing the

company prior to the IPO so key IR professionals are

on hand to guide planning for and performance during

the IPO roadshow. Questions include: what kind of

board system (two or one tier) fits best? Is the board in

compliance with local corporate governance

requirements including for example the stipulation for

a ‘financial expert’? Are appropriate corporate

governance oversight, policies and procedures,

internal controls, bylaws and infrastructure in place?

Based on the feedback from many successful IPOs,

Exhibit 3 displays the main lessons learnt that IPO

candidates should keep in mind and on the radar screen

when preparing an IPO.

Post-IPO is pre-IPO, meaning that readiness includes the

phase after the first flotation and the ability of the

company to serve the capital market on an ongoing basis.

Because once the company goes public, the real work

begins – keeping the promises made during the IPO and

roadshow, managing the expectations of shareholders and

analysts and delivering growth and value.

• Managing investor relations and communications: keep

investors informed by best practice communications

High-performing companies delegate key

communication responsibilities to their investor

relations team, focus on creating a high-quality

roadshow and keep investors informed through regular

communications before, during, and after the IPO.

Market outperformers deliver shareholder value by

demonstrating effective investor relations and finance

function and, most importantly, operational excellence.

Strong investor relations function will help sustain the

Nosubstantial

resources inplace tosupportprocess

External IPOteam not

reallycommitted

Plan B notevaluated and

prepared

No incentivesagreed uponunderwriting

fees

Timeinvolvedunder-

estimated

Complexity ofprocess under-

estimatedLimitedflexibility with

regards totiming

Pre-IPOradar

screen

Too focussedon a high

price

Lessons learnt pre-IPO Exhibit 3

Source: Ernst & Young

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market’s interest in the company, communicate with

shareholders and the public, attract a pipeline of new

investors and sell-side research coverage and manage

regulatory and liability risk. Building this competency

is a fundamental element in the IPO preparation

process. Typical questions are, for example: does the

company have a skilled investor relations expert to

help build IR strategy and guide communications?

Has an internal and external corporate communication

strategy and plan been prepared?

• Maintain the pace of growth: planning pre-IPO for

post-IPO requirements

The preparations needed to take a business public can

be arduous. With the transaction out of the way, it

might be tempting to relax, but the company needs to

keep moving forward. An aftermarket plan should

include proactive measures to establish pricing

stabilisation and active trading support, to target an

optimal investor mix and long-term pipeline, to attract

equity research analyst coverage and to establish an

ongoing dialogue with the investment community and

financial media. Market communication needs to

address changes in the presentation of financial

information, and the fundamental change towards fair

value accounting and its impact on traditional ratios

and key performance indicators. Key questions are:

does the company have an IR calendar? What are the

initiatives to keep the shares traded with high liquidity?

• Focus on the long term and keep refreshing and

retelling the equity story

The work companies put into getting the business

ready for public life is invaluable, but the journey to

long-term success requires rigorous planning matched

by a commitment to operational excellence. The IPO

may be the most important transaction in a company’s

life to date, but it’s often just one more milestone

along the road to market leadership. The listed

company needs to continually re-evaluate and refresh

the business and management team. During the IPO

process, a compelling equity story was crafted about

where the company is going and its fast track to

market leadership. Reviewing and refreshing the equity

story based on changes in corporate strategy is

important to keep investors updated and interested.

• Cultivate effective IR, build investors’ confidence and

facilitate liquidity

IR needs to cultivate relationships with key analysts,

helping them to understand the business. It takes

strategic planning and proactive effort to build

effective relationships. The IPO process will have

created excitement about the company in the media

and among investors, but over time that will fade

unless IR maintains the market’s interest. If the

company fails to do this, the trading volume in the

shares, and value of business, are likely to decline.

To maintain that effort once the company is public is

key to building investors’ confidence and establishing

credibility. Sustainable and regular communication and

recent news flow will provide trading liquidity,

supporting investment activity in the market.

• Delivering the promises and managing expectations

The public market is an unforgiving place. They insist

on transparency and won’t tolerate surprises. As a

listed company, IR won’t always enjoy plain sailing

with respect to financial results or material news. CEOs

and CFOs must deliver on promises as a fundamental

preparedness factor. Furthermore, companies should

meet or beat the expectations set, especially with

regard to the use of proceeds. To thrive, the company

needs to demonstrate to investors that they are

successfully executing the business plan, while

ensuring regulatory compliance. Areas to consider:

companies should define the key metrics that will drive

business forward. Monitor these indicators closely and

use them to frame public analysis of the company,

ensuring that discussion of its performance takes place

on companies’ terms. Keep on top of emerging threats.

A newly listed company has to deal with an entirely

CHAPTER 2 I EUROMONEY HANDBOOKS

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CHAPTER 2 I EUROMONEY HANDBOOKS

13

new set of risks, any of which could derail the business

plan. It’s all about managing expectations and

appropriate communication.

According to the feedback from entrepreneurs with their

first experience as a listed company, Exhibit 4 displays the

main lessons learnt post-IPO. These are important aspects

to keep in mind when preparing the company for the time

after the IPO.

4. IPO readiness diagnostics: actionplan and road map

The results of the IPO readiness assessment will also

enable the company to prioritise and focus resources on

those areas expected to have the greatest impact on the

efficient completion of the IPO. The report can also be used

as the basis for a road map that can be developed to allow

for resource and time constraints. An integrated action

plan can have long-lasting implications, above meeting the

minimum IPO requirements. Building a robust business

infrastructure forms an important component of

establishing a sound financial reputation; a key criterion

by which the market will judge a company’s business.

IPO candidates may therefore choose to develop a level of

infrastructure in excess of the minimum required for the

IPO to ensure that the business is well-positioned to grow

and succeed in its new environment.

As investors decide about the success of an IPO at the end,

their view on financial project-specific and non-financial

aspects is essential to now preparing the company for an

IPO. Therefore the road map and a clear action plan should

keep the IPO success factors from an investor’s

perspective, displayed in Exhibit 5, in mind.

5. The right timing by navigating thewindow of opportunity

Timing the market is a key success factor for an IPO.

If scheduled perfectly, the price of the IPO not only offers

the company an optimal valuation, but also provides IPO

investors with the greatest upside in their investment in

the months and years after the IPO. Companies preparing

to go public within the next few years have much to

consider: the strength and buoyancy of the capital

markets, current economic indicators and the company’s

performance. Even in a challenging economy, companies

which outperform the overall market prepare early for their

transformational IPO journey, so that they are ready to

launch quickly when markets recover. Companies must

communicate realistic time-line expectations to the entire

IPO team – management, board members, external

advisers and others. Especially in an uncertain market,

outperforming companies explore alternative exit

strategies to an IPO, although public offerings are

generally seen as providing better valuations, access to

capital, visibility and credibility.

The window of IPO opportunity can be difficult to predict, as

external shocks come suddenly without any announcement

or pre-warning. Globalised and interlinked capital markets

Internalstructuresnot readyfor new

processesNo media

training on C-level for IPO

case

With the IPO,things are done

CEO/CFO busyon IR tour with

negative impacton sales

Notprepared for

the requirementsafter the IPO

Management ofexpectationsnot a priorityPromises

on use ofproceeds not

delivered

Post-IPOradar

screen

Managementnot trainedfor ‘being

public’ phase

Lessons learnt post-IPO Exhibit 4

Source: Ernst & Young

005-014_E&Y_ECM_2012 16/9/11 17:42 Page 13