Details
In this practical guide to initial public offerings, Philippe Espinasse explains the pros and cons of turning private businesses into listed companies. In straightforward, jargon-free language he details the strategies, procedures, and documentation for different forms of listings, and describes the process of marketing and pricing an international IPO. The guide includes many real-life case studies, sample documents, an extensive glossary of terms, and a review of listing requirements for major stock exchanges. It also discusses recent developments in global equity capital markets.
This fully revised paperback edition includes additional case studies, information on recent regulatory changes, and new sections on Malaysia and business trusts in Singapore and Hong Kong.IPO: A Global Guide is applicable to any financial jurisdiction, including emerging markets in the Asia-Pacific region, the Middle East, and Eastern Europe. Intended for entrepreneurs, market practitioners and students, this guide will be essential reading for anyone planning to take a company to market.
List of tables and figures
About the author
Acknowledgements
Preface
Introduction to the first edition
Part 1: Defining the parameters
1.1 Going public
1.2. Listing requirements, equity story and liquidity
1.3. Selecting the optimal listing location
1.4. The IPO corporate management team
1.5. Who does what in an investment bank?
1.6. Investment banking business titles
1.7. The IPO banking team
1.8. Bank roles and the pecking order
1.9. Pitching for the lead roles
1.10. Formally engaging investment banks
1.11. How investment banks get paid
Part 2: Getting ready
2.1. Navigating the maze—the working parties on an IPO
2.2. Strengthening the board
2.3. The IPO timetable
2.4. The IPO execution process
2.5. Due diligence
2.6. Financial information
2.7. The prospectus
2.8. Comfort letters
2.9. Legal opinions, due diligence reports and disclosure letters
2.10. The question of underwriting
2.11. Valuation
2.12. Institutional investors
2.13. Retail investors
2.14. Deciding on an offer structure
2.15. Depositary receipts and depositary shares
2.16. Real estate investment trusts (REITs)
2.17 Business trusts and infrastructure funds
Part 3: Marketing the deal
3.1. The importance of sell-side research
3.2. Presenting to research analysts
3.3. Briefing the syndicate
3.4. Pre-deal investor education (PDIE) and setting the price range
3.5. The management roadshow
3.6. Bookbuilding
3.7. Public offerings
3.8. Employee share ownership programmes (ESOPs)
3.9. Pricing
3.10. Underwriting and other agreements
3.11. Allocating a deal
3.12. Closing and listing
Part 4: After the IPO
4.1. Price stabilization
4.2. Investor relations (IR)
4.3. Further capital raising and aftermarket transactions
4.4. Conclusion: What makes a successful IPO?
Appendices
Appendix 1: Case studies
- A NASDAQ IPO: Shanda Games
- An NYSE IPO: Banco Santander Brasil
- An LSE IPO: Essar Energy
- An NYSE Euronext IPO: CFAO
- A Hong Kong IPO: L’Occitane
- A Singapore IPO: CapitaMalls Asia
- A Bursa Malaysia and Singapore IPO: IHH Healthcare
Appendix 2: Business and financial due diligence check-list
Appendix 3: Table of estimates of IPO fees and expenses
Appendix 4: Sample contents of an international IPO prospectus
Appendix 5: Sample risk factors for an international IPO
Appendix 6: Example of feedback form for investor education
Appendix 7: Example of manual order form for bookbuilding
Appendix 8: Initial listing requirements for major stock exchanges
- Listing in New York on Nasdaq
- Listing in New York on the NYSE
- Listing in London on the LSE
- Listing in Paris, Amsterdam, Brussels, Lisbon or London on NYSE Euronext
- Listing in Frankfurt on Deutsche Börse®
- Listing in Zürich on the SIX
- Listing in Dubai on Nasdaq Dubai
- Listing in Hong Kong on HKEx
- Listing in Singapore on the SGX
- Listing in Kuala Lumpur on Bursa Malaysia
- Listing in Tokyo on the TSE
- Listing in Sydney on the ASX
Notes
Glossary
Further reading
Index
Philippe Espinasse was a senior investment banker for more than 19 years. He has worked on IPOs and capital markets transactions in 30 countries.
"This book simplifies with clarity what has always been a complex subject and that is its great merit." — Jeremy Stoupas, partner, International Capital Markets, Allen & Overy
"For anyone who has a stake in selling, buying or executing an IPO, this is essential reading." — Jasper Moiseiwitsch, South China Morning Post
"A superb guide from a master poacher turned gamekeeper." — David Charters, author of Trust Me, I’m a Banker and The Ego Has Landed
