ipo on thewarsawstock exchange...
TRANSCRIPT
IPO on the Warsaw StockExchange - legal aspects
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Agenda
I. DLA Piper Poland
II. Preparing for IPO
III. Offering and Listing
IV. Post-Listing requirements
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DLA Piper - Overview
Our expertise includes corporate law
corporate finance: debt financing, equitycapital markets, private equity, mergers and acquisitions, structured finance
tax
project and finance, energy
llitigation and arbitration
employment, pensions and benefits
intellectual property and technology
real estate
DLA Piper in Warsaw is managed by Krzysztof Wiater, PhD, along with 6 partners:Patryk Laskorzyński
Paweł Grzejszczak, PhD
Agnieszka Lechman - Filipiak
Michał Zieniewski
Krzysztof Kycia
Marcin Matyka
The office in Poland is an integral part of DLA Piper's global organisation, working with colleagues around the world on a daily basis to provide seamless legal advice to the world's businesses, including close cooperation with the headquarters in London. Our DLA Piper Warsaw office consist of nearly80 people, including over 40 lawyers and tax advisors.
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Capital Markets
We have experience and know-how gained by providing services for all types of entities operating on equity markets:
issuers
underwriters
investors
shareholders
Our Warsaw team provides comprehensive advisory services for entities operating on equity markets. Thanks to our broad knowledge and wealth of experience regarding domestic and international markets we can support our clients in all types of business activities.
Our team advises on all regulatory aspects of public trading. For the benefit of our clients we cultivate close relations with all institutions active on Polish capital markets.
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Capital Markets - International Reach
We advise with regard to allbusiness activities on world'sleading global and regionalcapital markets, in particualr:
Our international presence, in particular offices in Kiev, London, Warsaw, Amsterdam and partnership companies in Nicosia and Luxembourg enables us to structure and execute any transactions or other strategic plans of your companies in a seamless and financially-effective manner.
2009
Concateno plc
Takeover by scheme of arrangement
c£125 million
2009
Concateno plc
Takeover by scheme of arrangement
c£125 million
2009
Silverdell plc
Secondary issue
Acting for the issuer
2009
Silverdell plc
Secondary issue
Acting for the issuer
2009
Better Capital Limited
London (AIM) IPO
Acting for the issuer
2009
Better Capital Limited
London (AIM) IPO
Acting for the issuer
2009
Oriel Securities
Secondary issue by Novenis plc
Acting for the undewriter
2009
Oriel Securities
Secondary issue by Novenis plc
Acting for the undewriter
NY
LONDONWARSAW
VIENNAFRANKFURT
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Legal framework
Polish law Act on Public Offering Act on Trading in Financial Instruments
Polish market requirements WSE Rules - Chapters II/III NDS Rules
International EU
European Commission Regulation (EC) No. 809/2004 Recommendations of the Committee of European Securities Regulators
US Rule 903 of Regulation S under the U.S. Securities Act of 1933, as amended Rule 144A providing exemption from the provisions of section 5 of the U.S. Securities
Act of 1933, as amended
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Preparing for IPO
Stages Advisors and participants
Due diligence and reports
Corporate decisions and prospectus
Marketing & listing
Drafting and approval
of the prospectuspublication
offeringperiod
bookbuilding
pricingallocation listing
Selection
of advisors
Translation
of the prospectus
analyst presentation research
roadshow
dematerialization of shares
admission
due
diligence
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Preparing for IPO - Advisors
Issuer
Legal counsel InternationalLegal Counsel
Banks/Underwriters(incl.brokerage
house)
Legal Counsel
InternationalLegal Counsel
PR Agency
Auditor
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Preparing for IPO - Participants
Prospectus
Issuer
Legal Advisor
Financial Advisor
Auditor
BulgarianFSA PFSA
NDS+
WSE
Internat.CapitalMarket
passportnotification
due diligence andprospects drafting
Structure for Bulgarian companies
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Preparing for IPO - Due diligence and reports
Due diligence
••Macro Economy, Regulatory,
technical and otherindustry related factors
•Competitive situation and important trends• Important Agreements
• Clients• Strategy
• Products / Services• Management and Internal Controlling
• Site Visit• Pipeline projects
•
•Business Plan• Past development / Meeting of business
plans• Pensions
• Currency/Hedging• Financing
• Legal structure• By Laws
• Shareholding agreements• Important agreements
• Liability risks• Insurance
•Legal Disputes• Regulatory Issues
• Board Minutes•Environmental Risks
Purpose: preparation of Prospectus and Analyst / Research reports
Business due diligence
Legal due diligence
Financial Due Diligence
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Preparing for IPO - Corporate authorization
Corporate authorization (Bulgarian law) capital increase shareholders meeting pre emption rights
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Preparing for IPO - Prospectus
Prospectus
•
•Markets, Segments, Products, Services• Pipeline• Strategy
• Production, Marketing• R&D, Investments
• Description of financials• Important issues regarding financials
• Description of risks
•Company description, seat, etc. • Capital Structure
• Boards, Management•Subsidiaries
• Structure of the Transaction•Timing •Listing
•Shareholder
Business ActivityIssuer, Banks
MD&AIssuer, Auditor
Risk FactorsIssuer, Laywers, Banks
Corporate InformationIssuer, Laywer, Banks
TransactionBanks, Lawyers,
FinancialsAuditor, Issuer
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Preparing for IPO - Prospectus Review
Review of Prospectus Prior to filing to the relevant financial supervision authority (FSA), the Prospectus would
be drafted by Legal and Financial Advisors in cooperation with the issuer (the FinancialAdvisors are responsible for drafting the business parts of the Prospectus, the LegalAdvisors are responsible for drafting the legal parts of the Prospectus). One of theadvisors (usually the issuers financial advisor or the issuer's legal advisor) holds the"master copy" of the Prospectus
Formal review by the Bulgarian FSA to ensure compliance with the PD Regulation. FSA can be very detailed in its comments and the period from filing the Prospectus with the FSA and approval thereof may vary from a few weeks to a few months
The WSE also reviews the Prospectus, but normally provides limited or no comments
Exeption Information Memorandum: Under specified conditions, if company’s shares are
already listed on a regulated market and the company has previously approved prospectus under EU law, the company will be able to take advantage of the exemption to the obligation to go through the notification procedure before the PFSA (Single European Passport) by preparing only an information memorandum – this is used by companies that wish to list the shares on more markets, but do not want to run public offering in Poland - Should be drawn up in Polish
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Preparing for IPO - Marketing
Information Campaign For the purpose of the IPO, the issuer and their respective advisors, would
have to arrange an Information Campaign. Such an Information Campaign would play an important part in the overall marketing activities related to the Offering
Equity Story The success of the Offering is very often dependent on a well-establishment
and clear Equity Story. An Equity Story is a form of communication with the potential investor via which the issuer would show its business model as wellas future perspectives
Publicity Guidelines In order to comply with applicable securities laws, Publicity Guidelines, which
set restrictions on publicity and disclosure of information regarding the issuerand the Offering, would have to be drafted and introduced
Research Guidelines Research Guidelines set the procedures to be followed by the Financial
Advisor(s) prior to, during and after the Offering in connection with the preparation and distribution of research reports relating to the issuer
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Offering and ListingRange of the Offering
Structure of the Offering: Domestic Offering
Public Offering in Bulgaria and Poland (Single European Passport) Subsequent marketing efforts in selected other EU countries and US
Possible US law Offering Regulation S – Offering outside U.S.
Offering outside the United States pursuant to the safe harbor provisions of Regulation S, which allows the Offering being made only outside the United States to non-U.S. persons (as defined in Regulation S).
No direct selling efforts are made in US by any party involved in the Offering Rule 144A – Offering to QIBs in U.S.
Offering in the United States to the prospective purchasers that are qualified institutional buyers (“QIBs”), pursuant to the exemption provided by Rule 144A
Both Regulation S Offering and Rule 144A Offering are exemptions from SEC-Registered Offering
Regulation S Offering might benefit from less stringent disclosure requirements than Rule 144A
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Offering and Listing Depositary Agreement & admission to trading
Depositary Agreement Obligatory dematerialization of shares of the issuer on the
basis of the registration agreement with the National Depository for Securities (NDS)
Admission to trading on the WSE As a general rule, all issued shares of issuer of the same kind
must be covered by the motion for admission to trading on the WSE
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Offering and ListingUnderwriting and Stabilization
Underwriting The underwriting agreement between the Financial Advisor(s), the
issuer and/or the Selling Shareholders An underwriting agreement is not compulsory, but if the decision is
made to underwrite, an agreement must be signed prior to commencement of a subscription
Lock-up Stabilization
BankIssuer
Major Shareholder
Underwriting agreement
Lock up
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Post-Listing Continuing Obligations Relevant for Public Companies
Reporting obligations In the case of an issuer whose securities are admitted to trading
on a regulated market, for whom Poland is the host state, the scope of inside, ongoing and periodic information and the deadlines of their submission shall be specified by legislation in force of the home state
Governing law (Bugarian)
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Thank you
PATRYK LASKORZYŃSKIpartner, legal adviser
T +48 22 540 74 56E [email protected]
MICHAŁ PAWŁOWSKIassociate
T +48 22 540 74 34E [email protected]