Themis Advisers Ltd

ARE YOU PREPARED TO GO PUBLIC?

If your company is considering whether to go public, some self-analysis is necessary to determine if your company has all the components for success. Because timing is everything during the IPO process and you may only have one chance, you should be able to effectively answer the following questions to be ready.

1. Do you have a clear business strategy for your company today and for future growth?

When you go public, you are selling your company and, most particularly for emerging companies, its vision of what it can be. A company needs to present to potential investors a thoughtful and compelling “story” of this vision and how, when and why it can be achieved.

2. Do you have the right management team in place?

Investors look closely at top management and their industry experience and track record at prior companies to see if they are capable of executing the company’s vision.

3. Do you have trusted Board members overseeing the company?

Your Board of Directors should understand your business and be able to bring ideas, as well as contacts, to the company. They should have a diverse and balanced background with expertise from operations and finance to technology and regulatory matters, to help guide the company through the early years as a public company.

4. Do you have a history of profitable operations?

Your financial results should reflect strong sales, reasonable levels of costs and momentum towards greater earnings. Your accountants may need to restate earnings from previous years if, as a private company, earnings were minimal for tax purposes.

5. Have you selected the best issuer agent for your IPO?

Through contacts of advisors and outside investors, companies typically seek names – most reputable in successfully completed IPO transactions in your industry. But, investor relation, analyst coverage, level of interest in your company, track record with aftermarket support are also important factors. Interview several candidates as part of the process.

6. Are you prepared to take on the initial and ongoing costs in being a public company?

Along with the IPO’s transactional fees and costs for issuer agent, FSA filing, legal counsel and accountants, there are also stock exchange listing and liquidity agent fees. After the IPO, there are ongoing public reporting costs and associated professional fees, in addition to internal accounting staff and more sophisticated SOX-compliant accounting and information systems.

7. Do you know the FSA’s “hot buttons” to avoid unnecessary delays in the process?

Experienced counsel and auditors can be instrumental in this, identifying legal issues such as “gun jumping” and “integration” of prior offerings, and accounting issues such as revenue recognition that could require a restatement or significant adjustment of your financial statements.

The IPO process offers more than new growth capital, it enhances access to capital markets in the future, facilitates employee compensation, acts as “acquisition currency,” permits owners and investors to gain liquidity and improves the stature and perceived stability of your company. If you would like to discuss this possibility, Themis can assist you in determining whether this is the right time for you. If prepared, Themis can guide your company through every step in the process.

How Themis Can Help

Themis can provide assistance during each phase of the IPO process.

The IPO Planning Phase

The pre-IPO preparation phase sets the groundwork for a successful IPO. Themis will:

• Identify gating issues upfront and implement changes to enhance corporate governance and transparency as a public company.
• Develop a high-level timeline clearly identifying responsibilities.
• Help assemble the right IPO team – issuer agent, accountants and even CFOs.
• Provide support for dual-track strategies such as private equity and other M&A transactions.

The IPO Preparation and Filing Phase

This phase involves a substantial amount of detailed legal documentation. Deep experience with the Securities Act is imperative during this phase as mistakes can cause serious and costly delays. Themis will:

• Provide due diligence support for document issuer agent requests from  and counsel.
• Prepare a company description, including business disclosures, offering terms and management bios.
• Review SOX requirements with management.

The Post-IPO Phase

The post-IPO phase requires attentive ongoing  reporting and disclosure. Themis will help with the following ongoing requirements:

• Preparation of annual, quarterly and current reports, and proxy statements.
• Review director and officer beneficial ownership filings.
• Development of insider trading and Regulation FD policies and codes of ethics.

Recent Themis Public Offerings

Representing: 

• Power Tower Holding AB (publ) in public offerings of common stock
• Recall Studios AB (publ) in public offering of common stock
• Numisbing AB (publ) in public offerings of common stock
• Mr. Sure Thing Inc. in planning a 2024 private and public offering of common stock

2018 IPOs set near-record pace for numbers and proceeds raised

Stockholm tops 2017 with 115 IPOs, ahead of London, England, where 95 companies went public (across three separate exchanges).

Of 115 companies going public 2017 in Stockholm, 44 were either VC- or PE-backed. That supported the large 2017 number of companies floating in one year. With excellent market conditions the Nordic PE firms have increasingly opted for exits letting the shares float on the market.

On the 21 of June 2017, the Nasdaq in Stockholm broke a European record by admitting five company' shares to float in a single day. How does the Swedish equity marketplaces compare to its peers in Europe?

Sweden by comparison does very well among the main stock exchanges in Europe and is bigger than Frankurt. Stockholm is the leading marketplace for small-cap and does provide great liquidity as well as access to capital.

Robust pipeline of companies seeking to go public in 2020

The floodgates are poised to open for new issues in 2020, in what could be a record-breaking year for IPOs in terms of capital raised, according to investment bankers. Numerous highly-valued tech, biotech, fitness and fashion companies are currently planning IPOs, including Airbnb Inc., Pinterest Inc., Peloton Interactive Inc. Several Themis clients are among those in the pipeline, as the IPO window appears to be open for new deals.

Call us today at: +46 (0)8 5511 6090