20150909_building an ipo project management team
TRANSCRIPT
Building an IPO project
management team:
DRIVING COMPANIES
TOWARDS SUCCESSFUL
IPOS
Kelvin Ho Chief Financial Officer,
Changjiang Fertilizer Holdings Limited
9 September 2015
3
Content
1. Benefits & Burdens
2. Essentials Before Setting Off
3. Forming Your Team
4. Pre-IPO Tasks
Due Diligence
Prospectus Liability
5. Life After Listing
6. Achieving Listing Success
7. Conclusion
4
Content
1. Benefits & Burdens
5
Benefits and Burdens
+Cash & greater funds access
+Liquidity for investors
+Recruitment and retention of
talent
+Enhanced stature &
perceived stability
+New “currency” for M&A
• Assets Acquisition
• Collateral Security
- Risk of losing
management control
- High initial listing costs &
ongoing expenses
- Draining company time &
resources
- Reduced flexibility in
corporate affairs
- Share price subject to
market volatility
6
Content
2. Essentials Before Setting Off
7
Do you have the “right” stuff?
“The IPO did well because
the company is operating in
the right industry which is
related to pharmaceutical,
medical and healthcare.
There is very strong
demand for stocks operating
in the medical and healthcare
sector here.”
- Remisier, Alvin Yong
8
Do you meet the listing criteria?
Operating
Record
Profit
Market
Capitalisation*
*Computed based on invitation price and post-invitation share capital
Option 1 Option 2 Option 3
>= 3 years
>= 3 years
Operating Rev
(actual or proforma in the
latest completed FY)
Min consolidated
pre-tax profit of
at least
S$30million (latest FY)
NIL
NIL
NIL
>= $150Mn
>= $300Mn
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Essentials before setting off
That’s not
the end!!!
10
Essentials before setting off
Is IPO
really for
you?
Can management
participate in the
listing process
without putting the
business
operations at
risk?
Does achieving
additional
milestones help the
company’s listing?
Now or later?
11
3. Forming your team
Content
12
The Management Team
ROLE
Making road show
presentations
13
The Board of Directors
Be involved
throughout IPO
process
IDs typically not
involved in due
diligence and
drafting
sessions
Reviewing and
authorizing the
filing of
prospectus
14
Investment Bank
Overall in charge
Role of Issue Manager and Underwriter
Anticipating
potential or
likely issues
Formulating
strategies
SGX’s queries Book-building
Advising IPO
structural
issues
Arranging
road shows
Marketing
offering
15
The Company’s Legal Counsel
Assisting with pre-IPO
corporate housekeeping
and IPO preparations
Drafting and ensuring
the prospectus's
compliance
Responding to MAS’
queries
Provide critical advice
to the Company
16
The Underwriter’s Legal Counsel
Assisting
under-
writers
Participating
in the drafting
process
Drafting the
underwriting
agreement
17
The Company’s Auditors
Audited financial statements
&
Advisory for finance related
matters
Company’s
ongoing financial
reporting
obligations
18
Others
Financial Printer
Public Relations
Consultant
SGX
MAS
Ancillary
Services
Regulatory
Authorities
19
4. The Pre-IPO Tasks
Content
20
Are you ready for the due diligence?
Role:
Are your financials in shape?
How well do you comply with
rules and regulations?
Does the intellectual property
belongs to the Company?
How’s the key contractual
relationships?
21
Prospectus Liabilities
There is false or
misleading
statement in its
prospectus
Failure to disclose
material
information
Failure to state a
new circumstance
Under the Securities and
Futures Act (SFA), an entity is
guilty of making a false or
misleading statement if:
22
Content
5. Life after Listing
23
Post IPO Organisation Chart
Audit Committee
Board of
Directors
Remuneration
Committee Nomination
Committee
Share Trading
Policy
Continuing
disclosure policy
Corporate
Communication policy
Risk Management
Policy
24
Continuing Listing Obligations
SGX Listing
Manual
Transactions
with interested
person
Continuing
obligations
Continuing
obligations
Financial
Reporting
Corporate
Governance
• Major acquisitions and
disposals
• Change of principle activities
• Shareholder approval
requirements
• Best practice
recommendations
• Majority of these
guidelines are not
mandatory
• SGX applies an ‘if not,
why not’ approach
• Shareholder
approval
requirements
• Publish prescribed financial
reports
• Quarterly, half-yearly basis
• Immediate announcement
• Information reasonably with material effect
on the price or value of its securities
25
Achieving Listing
The road to success is
always under construction.
- “Lily Tomlin”
26
Achieving Listing Success
Is IPO really for you?
Begin the preparations
Work on your business plan and financial model
Operate as a listed company
Be realistic
Incentive plans
Assemble the right team and keep them motivated
27
Conclusion
“There is nothing quite so useless, as
doing with great efficiency, something
that should not be done at all.”
- Peter F. Drucker
