Dates                                                                                 
 
4 December 2008
12 March 2009
10 September 2009
8 December 2009                    

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 Contents:

Introduction
Reasons for an international listing
Advantages and disadvantages
Suitability for quotation

US offers
The Securities Act 1933 & the Securities Exchange Act 1934
  • Public offers and rules 144 & 144a private placements
  • QIBs
  • Regulation S
  • Ongoing disclosure requirements
Documentation
  • The registration statement & Form F-1
  • Comment letters
  • The Red Herring & expressions of interest
  • Further reporting requirements

UK offers
Regulatory framework
  • FSMA, FSA, UKLA, LSE
  • The Purple Book
  • Fixed price public offers & placings
The Alternative Investment Market (AIM)
  • Effect of the EU Prospectus Directive
  • AIM fast-track admission for foreign companies
Contents of a prospectus

Secondary equity offers
Rights issues & open offers
US ‘marketed offers’
Bought deals/block trades
Accelerated bookbuilding
US & UK restrictions
ADRs & GDRs

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

The lead bank (sponsor to the flotation)
Orchestrating the issue
  • Global co-ordinator & bookrunner
  • Equity capital markets department
  • Research & sales departments
  • Syndicate desk
Grooming & separation issues
Due diligence & verification
Managing conflicting interests
Syndication: purpose, structure & participants
Transaction management
Fees & costs

Managing the flotation
Valuing the company (DCF & comparables)
Pre-marketing, formal marketing & the roadshow
Bookbuilding & bidding strategies
Timing, pricing & underwriting
Structuring the shareholder list & lockups
Launching the issue
Stabilisation & the Greenshoe option
Definition of a successful deal