International Equity Offerings

Course Overview

The course covers the preparatory, marketing, regulatory and legal requirements for arranging and implementing an international equity offering. Participants will receive practical and detailed guidance on all stages of the process.

An international equity offering is discussed from a company’s point of view as well as from the perspective of the investment bank responsible for the flotation. A decision on whether to bypass a company’s local market is considered along with the prospect of combining a domestic public offer with an international private placing or, for larger companies, planning simultaneous public offers in several countries.

Particular attention is paid to the formulation of the investment case underpinning the attractions of a proposed flotation and to the subsequent marketing, bookbuilding and pricing of the shares to be offered.

Course Content

Introduction

• Reasons for an international listing
• Advantages and disadvantages
• Suitability for quotation
• Contents of a prospectus
• Methods of flotation
• Advertisements

 US offers

• Public offers, Regulation S-X & SEC Review
• Rules 144 & 144a private placements
  • QIBs
  • Regulation S, Rule 10b-5
  • Ongoing disclosure requirements – Rule 12g3-2(b)
• Documentation
  • The registration statement & Form F-1
  • Comment letters
  • The Red Herring & expressions of interest

 UK offers

• Regulatory framework
  • EU Prospectus Directive
  • FSMA, FSA, UKLA, LSE
  • The Purple Book
  • Fixed price public offers & placings

 Preparation for flotation

• Essential criteria for choice of investment bank
  • Pitching for the business
  • Considering the mandate
  • Appointment of the  investment bank
• The lead bank’s initial decisions

The lead bank (sponsor to the flotation)

• Orchestrating the issue
  • Global co-ordinator & bookrunner
  • Relationship managers
  • Equity capital markets department
  • Research & sales departments
  • Syndicate desk
• Grooming & separation issues
• Due diligence & verification
• Managing conflicting interests
• Valuing the company (DCF & comparables)
• Considering the investment case
• Syndication: purpose, structure & participants
• Transaction management
• Fees & costs

 Managing the flotation

• Pre-marketing, formal marketing & the roadshow
• Bookbuilding & bidding strategies
• Timing, pricing & underwriting
• Structuring the shareholder list & lockups
• Launching the issue
• Stabilisation & the Greenshoe option
• Ensuring a successful flotation

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.