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THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES

THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES. Welcome. Welcome. You are on mute A link to a recording of the webinar will be available We can take questions by using the chat function, we will respond to your questions by email after the webinar. David Ryan Partner. Welcome.

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THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES

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  1. THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES EP&B Webinar Series

  2. Welcome Welcome • You are on mute • A link to a recording of the webinar will be available • We can take questions by using the chat function, we will respond to your questions by email after the webinar David Ryan Partner Bridging Borders Webinar Series

  3. Welcome Overview • Is an IPO and listing on the ASX right for your company? - Advantages and Disadvantages of Listing • The IPO Journey – Procedures for Listing on the ASX • What to watch out for – Issues and Challenges David Ryan Partner Bridging Borders Webinar Series

  4. Is an IPO and listing on the ASX right for your company? Welcome David Ryan Partner Bridging Borders Webinar Series

  5. Welcome The IPO journey Listing a foreign company on the ASX David Ryan Partner List the existing foreign company on the ASX Incorporate a new Australian holding company for the group Bridging Borders Webinar Series

  6. Welcome The IPO journey Listing a foreign company on the ASX David Ryan Partner List the existing foreign company on the ASX Incorporate a new Australian holding company for the group 'Foreign exempt' listing Full ASX listing Bridging Borders Webinar Series

  7. Welcome The IPO journey 'Foreign exempt' listing • For large companies with primary listing on another stock exchange • Must have either: • net tangible assets > $2 billion; OR • profit before tax > $200 million • Primary listing on a member of World Federation of Exchanges • 1,000 holders of $500 or more • Listing rules for admission/fees/trading halts/ settlement apply – other rules do not apply • Parallel announcements required • Other requirements: • Register as a foreign company • Australian interests traded as (beneficial) CHESS Depositary Interests (CDI) • Examples: Alcoa Inc. and Anglogold Ashanti Limited David Ryan Partner Bridging Borders Webinar Series

  8. Welcome The IPO journey Full ASX listing for a foreign entity • Rules the same as for "primary" listing on ASX • Any foreign company can seek a full ASX listing provided it meets ASX's admission criteria including financial thresholds and shareholder spread David Ryan Partner Bridging Borders Webinar Series

  9. Welcome The IPO journey Full ASX listing (cont.) • Specific requirements • Disclosure document (ie. Prospectus) • Constitution to comply, or adopt Appendix 15A • Disclosure of takeovers and substantial shareholding regime • Disclosure of governance regime • ASX waivers often required • Australian share sub-register: • CHESS sub-registry for Bermuda, NZ, PNG corporations • Others: CDIs • Financials: disclose differences in accounting standards (investors would expect AUD financials) David Ryan Partner Bridging Borders Webinar Series

  10. Welcome The IPO journey Trading in CHESS Depository Interests • Trade as a form of depositary receipt – CHESS Depositary Interest (CDI) • Same economic benefits of actual ownership with key differences set out below David Ryan Partner Bridging Borders Webinar Series

  11. Welcome The IPO journey Examples of foreign companies listed on ASX David Ryan Partner Bridging Borders Webinar Series

  12. Welcome The IPO journey A typical timetable for the IPO process Sign UWA/OMA, lodge prospectus with ASIC and lodge listing application with ASX Commence Pre-marketing Offer period / marketing roadshows David Ryan Partner Is the timing right? Restructure Consider alternative options (eg trade sale) Prospectus preparation Allocation, closing and listing Commence due diligence Prospectus exposure period Completion Planning Execution 1 – 2 months 2 weeks 3 – 4 months Bridging Borders Webinar Series

  13. Welcome Offer Structuring Pricing and institutional engagement Underwritten / lead managed? Ideal register composition (cornerstone investors) David Ryan Partner Key structuring questions Sell down / new issue / both? Domestic offer only / tap international markets? Bridging Borders Webinar Series

  14. Welcome Being IPO ready IPO story • Develop "IPO story" early to ensure alignment of marketing efforts • Identify operational "KPIs" to support IPO story • Identify source and use of funds and growth plans • Gather information needed to prepare disclosure document David Ryan Partner Structure & tax • Identify vehicle for listing and convert to public company (if necessary) • Identify key tax and corporate structuring issues • Determine optimal corporate structure, financing arrangements and distribution policy Financial information • Identify accounting challenges • Agree level of financial information to be included in disclosure document (historical information, pro-forma adjustments and forecasts) Bridging Borders Webinar Series

  15. Welcome Being IPO ready • Determine optimal offer structure – sell down and/or raise new capital? • Institutional, broker firm, retail offers • Identify offer jurisdictions • Bookbuild, pricing and allocations • Determine escrow requirements Offer structure David Ryan Partner • Establish appropriate Board and Board Committees (Rem, Audit, etc) • Independent non-executive directors • Document corporate governance policies / risk management protocols • Document access, insurance and indemnity arrangements (check IPO cover) • ASX Corporate Governance Principles & Recommendations Corporate governance • Adopt listed company constitution • Identify necessary waivers • Establish systems to enable compliance with financial reporting and disclosure obligations • Develop strategic investor relations program • Share registry Listed company Infrastructure Bridging Borders Webinar Series

  16. Welcome Being IPO ready Management and employees • Identify management with requisite expertise to undertake IPO and run listed company • Prepare executive service contracts • Determine appropriate executive incentive arrangements David Ryan Partner Underwriting / Offer Management • Identify and engage underwriters/offer managers • Prepare underwriting/offer management agreements Advisers • Legal counsel / tax advisers • Independent accountant • Technical experts • PR/Communications adviser Bridging Borders Webinar Series

  17. Welcome Being IPO ready Due Diligence Process Due diligence committee DDPM Key issues register Verification DDC Report/sign offs David Ryan Partner Bridging Borders Webinar Series

  18. Welcome Issues and Challenges Due Diligence Process Why conduct due diligence? To ensure there are no misleading or deceptive statements or omissions To verify statements of fact and ensure reasonable grounds for forward looking statements To assist in establishing due diligence defence David Ryan Partner Bridging Borders Webinar Series

  19. Welcome Issues and Challenges Prospectus Liability David Ryan Partner Bridging Borders Webinar Series

  20. Welcome Issues and Challenges Life as an ASX Listed Entity Share Issues • ASX – 15% (or 25% if applicable) limit • Ability to undertake rights issue or share purchase plan • Approval required for issues to related parties (eg. directors) Related parties • ASX imposed shareholder approval requirements David Ryan Partner Continuous disclosure • Immediately inform the market of information that would have a material effect on the price or value of securities Financial reporting • Timing and format of financial reporting requirements Termination benefits • Restrictions imposed under ASX Listing Rules Bridging Borders Webinar Series

  21. Welcome Issues and Challenges Ongoing requirements for Foreign Companies • Same continuing obligations as Australian companies, unless foreign exempt listing • ASX may impose additional disclosure requirements or waive certain Listing Rules • Eg. Australian takeover and substantial shareholder provisions do not apply to companies incorporated outside Australia, ASX requires a statement of that fact in each annual report and an undertaking to disclose to the market promptly David Ryan Partner Bridging Borders Webinar Series

  22. Welcome Key Takeaways Develop a good business plan and credible investment story Start preparations early and view the IPO as a continuing process rather than a one-off financial event David Ryan Partner Be realistic – it is important to understand the amount of work and time involved in preparing for an IPO Appoint an experienced IPO team early in the process (ie. lead managers, underwriters, lawyers, accountants etc) It is not as complicated as people often think Determine whether an IPO is the right option Bridging Borders Webinar Series

  23. Welcome THANK YOU David Ryan Partner THANK YOU David Ryan Partner Bridging Borders Webinar Series

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