Organizing IPOs
Identifying the needs and expectations of investors and your bank when dealing with Euronext
Walter van Damme, Partner First Dutch Capital November 24, 2005- Gan- Oranim, Tel Aviv
Presentation lay-out
I.
II. III.
INTRODUCTION
ROUTE TO A LISTING ROLE OF THE PARTIES INVOLVED
November 24, 2005- Gan- Oranim, Tel Aviv
2
I. II.
III.
INTRODUCTION ROUTE TO A LISTING
ROLE OF THE PARTIES INVOLVED
November 24, 2005- Gan- Oranim, Tel Aviv
3
Introduction
•
What is First Dutch Capital? – one of the largest independent investment banking boutiques in the Netherlands; – works with approximately 20 experienced professionals;
– offers alternative for major international investment banks; – offers a full service range and global reach (through partnerships);
– works under the same entrepreneurial beliefs as most entrepreneurs; • Why is First Dutch Capital at this seminar?
– in-depth knowledge of and experience with investors community, advisory landscape and various trading platforms of the European exchanges;
– an ideal (independent) partner for companies seeking a listing in Europe; – hands-on experience with Israeli companies due to active involvement with the listing of Kardan on Euronext Amsterdam (first Israeli – Euronext Amsterdam dual listing);
November 24, 2005- Gan- Oranim, Tel Aviv
4
Introduction
•
The Euronext trading platform has certain advantages over other trading platforms in Europe: – liquid markets due to active trading individuals and institutional investors;
– actively marketed sub segments or large, medium and small companies;
– separate alternative market for young fast growing (technology driven) companies (Alternext);
November 24, 2005- Gan- Oranim, Tel Aviv
5
I.
II. III.
INTRODUCTION
ROUTE TO A LISTING ROLE OF THE PARTIES INVOLVED
November 24, 2005- Gan- Oranim, Tel Aviv
6
Route to a listing
•
Why want a listing in the first place? – funding growth
– create an exit opportunity for shareholders
– create a basis for future M&A activity
– enlarge visibility of operational business
November 24, 2005- Gan- Oranim, Tel Aviv
7
Route to a listing
•
The route to a listing can be summarized as follows:
Decision stage
Listing process
Life as a public compan
• assessment of the feasibility • quick-scan of company • quick-scan of management • identify pre-IPO issues • finalize transaction structure • identify involved parties • start engaging involved parties • prepare internal organization
• determine time schedule • ensure internal compliance • instruct external advisors • ensure ongoing liquidity • install internal IPO-team • ensure analyst coverage • draft prospectus, etc • inform investors (road show) • start distribution • actual listing date
The better prepared; the smoother the process
November 24, 2005- Gan- Oranim, Tel Aviv
8
Route to a listing
•
The route to a listing – a case study of the Kardan listing on Euronext Amsterdam: ― Kardan Group is the first company to have a dual listing on Euronext Amsterdam and the Tel-Aviv Stock Exchange; ― the transaction was structured based on the companies strategic considerations, Dutch and Israeli legislation, Euronext regulations and other external factors; ― the actual listing process was executed in 4 months, due to thorough preparation; At the starting point, Kardan was: ― a highly diversified company; ― listed on TASE; ― experiencing low liquidity and a lack of interest from European investors; ― wishing to become known to a broader investment community So…..a listing on Euronext was considered to be the best alternative
•
•
November 24, 2005- Gan- Oranim, Tel Aviv
9
Route to a listing
•
Based on the outcomes of the decision phase an 4-step transaction was structured, involving:
– the incorporation of a new Dutch top-holding (A); – a formal tender offer under Israeli law (B)
– a formal prospectus under Dutch law (C);
Simultaneously
– a listing of the new Dutch holding company in the Netherlands and Israel (D);
(A) (B) (C) (D)
Incorporation
Step I Shareholders Kardan Ltd.
Listed on TASE
Tender offer
Step II Shareholders
Tender Offer
Prospectus
Step III Shareholders
Kardan N.V.
(Dual) Listing
Step IV Shareholders Kardan N.V.
Listed on Euronext A’dam and TASE
Kardan Ltd.
Listed on TASE
Kardan Ltd.
De-Listed from TASE Kardan Ltd.
Several Group Companies
Kardan N.V.
Several Group Companies
Kardan N.V.
Several Group Companies
Several Group Companies
November 24, 2005- Gan- Oranim, Tel Aviv
10
I.
II. III.
INTRODUCTION
ROUTE TO A LISTING ROLE OF THE PARTIES INVOLVED
November 24, 2005- Gan- Oranim, Tel Aviv
11
Role of the parties involved
Syndicate
Legal advisor
Fiscal advisor Financial advisor Lead manager Legal advisor
Company
Co-manager #1 Co-manager #2
Fiscal advisor Financial advisor
Investor Relations
Investor Relations
Listing Agent
Financial Markets Authority
November 24, 2005- Gan- Oranim, Tel Aviv
12
Role of the parties involved
•
Many (external) parties are involved in a listing process, including: – auditors (mostly two or more teams from two of more firms); – lawyers (mostly two or more teams from two of more firms);
– tax advisors (mostly two or more teams from two of more firms); – investment bankers;
– PR agencies; – executive compensation experts; – liquidity providers;
– …………. • Despite all these advisors, a listing process requires many corporate resources as well; How do all these advisors fit into the picture?
•
November 24, 2005- Gan- Oranim, Tel Aviv
13
Role of the parties involved
• •
But……..Don’t forget who is to be reached…. The (European) investment community consists of:
– Institutional investors (insurance companies and pension funds); – Private individuals;
– Growing interest of US based investors (fast growing countries as China become more and more active on European markets as well)
• The investment community is looking for: – Growth potential and/or high dividend return combined with liquidity;
– Easy access through their own trusted broker (pan-European platform) – Clear and understandable corporate structure, business and reporting (IFRS);
– European operational presence helps;
November 24, 2005- Gan- Oranim, Tel Aviv
14
First Dutch Capital B.V.
1017 BS AMSTERDAM The Netherlands
P.O. Box 2996 1000 CZ AMSTERDAM The Netherlands tel: +31 (0)20 522 63 70 fax: +31 (0)20 522 69 14 Web: www.firstdutch.com E-mail: Walter.vanDamme@firstdutch.com
November 24, 2005- Gan- Oranim, Tel Aviv
15