IPO-Guide-2021 WEB

IPO GUIDE 2022
IPO Guide
A GUIDE TO LISTING
ON THE STOCK EXCHANGE
1
IPO GUIDE 2022
Contents
IPO GUIDE
A guide to listing on the stock exchange
The IPO explained 03
Why go public? 05
The IPO journey 07
The role of advisors 16
Choosing your market and country of listing 22
Eligibility criteria 26
To list or not to list 28
Life as a public company 29
Attracting investors 36
ESG, why it is important and how we can help 40
Our mission 41
Euronext Corporate Services 43
Useful contacts 45
2
IPO GUIDE 2022
The IPO
explained
Taking a company public is a major decision, and a
milestone for its management team.
Common reasons to list include tapping into markets to accelerate
growth, raising visibility, enabling an investor to exit, and preparing
for an inheritance or buy-out.
Whatever the initial aim, going public changes the dimension and
scope of the company, boosting its credibility and significantly
changing its relationships with clients, suppliers, and banks.
Listing also gives management a unique opportunity to mobilise
its own team around a long-term project.
If you plan to take your company public — a game-changing
transaction by any measure — this guide is designed to provide
you with the expert insights and detailed guidance you need.
THE IPO DEFIN ED

An IPO (Initial Public Offering) is the most common way to list a company’s
shares on the stock market. This takes the form of a capital increase or sale of
shares currently held by investors. By offering new or existing shares for sale,
the company opens up its capital to new investors, both institutional and retail.
The IPO
The explained 3
IPO explained
IPO GUIDE 2022
OT H E R T Y P E S O F L I S T I N G
While IPOs are popular with business owners, they are not the only listing
option, and you can opt for a range of transaction types on different markets.
But depending on how you list, the amount you raise and the market you choose,
you may still need to issue a prospectus approved by the competent authorities.
Private placement
In a private placement, securities are sold directly to a select
group of professional/qualified investors. No officially approved
prospectus is necessary unless the company intends to list on
a regulated market. For an initial listing on Euronext Growth
or Euronext Access, the candidate must provide Euronext with
a document summarising key information. While generally
faster and less expensive, a private placement results in lower
visibility and liquidity.
Direct listing
With a direct listing, shares are simply made available for
trading (without increasing capital through an IPO or a private
placement). An approved prospectus is not necessary unless
the company intends to list on a regulated market. If the
company’s shares have already been admitted to trading on
another regulated market within the European Union, issuers
wishing to list on a regulated Euronext market can apply for
Euronext’s Fast-Track process.
The IPO explained 4

IPO GUIDE 2022
Why
go public?
Benefits
Listed status signals to the business and financial community that your company is sound, open to the world and interested
in expanding its operations.
As candidates prepare for listing, they have a key opportunity to set out a clear vision of their business strategy for the financial
community, for customers and for staff. The company’s Board of Directors can also use this process to look ahead and, if
necessary, consolidate existing structures. Last but not least, listing is a means of rallying employees around a shared project.
Raise funds to finance organic expansion Facilitate recruitment

(R&D, international, etc.) Highlight your ambitions and long-term objectives
Foster external growth Diversify sources of financing with fast and low-cost
Enhance domestic and international profile/reputation access to capital
Better structure the company Empower management
Motivate staff and promote loyalty Potential eligibility to world-class indices
Commitments
Allocate time to investor access and relationships Take a step back: markets can be volatile and the behaviour
Communicate to investors at all times, whatever the of your short-term share price is not always meaningful
financial results Watch your communication: pay extra attention to insider
Ensure attention remains on the business information
For your company

Why go public? 5
IPO GUIDE 2022
Why
go public?
Financing Sources
FINANCIAL RISK // COST OF CAPITAL

Founders
REVENUE BASE // VALUATION (€)
Friends & Family Venture Capital Growth Capital
Business Angels Pre-IPO Anchors
IPO
Public Equity
Convertible Bonds
Private Placement of Debt Bond Markets
Bank Loan
Banking Facility
Early Stage Proven Model Ramp Up Sustainable Growth Cruising Speed Time / Maturity
Benefits for shareholders

Why go public? 6
IPO GUIDE 2022
The IPO
journey
Entrepreneurs looking to raise capital have
a wide choice of financing options, including
private equity, venture capital, trade sale or
pre-IPO preparations
an IPO.
But the decision to list on a public market has implications
well beyond securing a new source of financing: the stock
market brings a higher profile and increased credibility,
which fundamentally changes a company’s interaction
with its clients, partners, suppliers and others.
Initially, management meets with potential IPO partners to create a working
An IPO is a major milestone in the life of your company group that will support the IPO project and follow the company on the
The IPO process is
– a rare opportunity to overhaul your business strategy aftermarket - i.e., when the company’s shares are available for trading
and capital structure, and to create a long-term vision following the IPO. Starting with the banking syndicate, the company holds
best viewed as having
that serves both shareholder interests and management informal discussions where the timeline, the structure of the proposed deal, two simultaneous
interests. and a first intrinsic valuation are presented by the corporate finance teams. pre-transaction efforts:
To be realistic, a provisional timetable should take into account business
Prior to an IPO, the executive team needs to assess its
development, cash consumption, and market windows. Once this is done,
readiness for such an operation – which makes the pre-IPO
the structure of the syndicate and the terms of the transaction are clearly
preparation essential to a successful listing.
defined in engagement letters.
drafting the prospectus
The company may round out its IPO working group with external advisors
such as, as a minimum, a communications agency, legal advisor(s) and
capital markets accountants.
At this point, workshops are organised to achieve the right group structure,
An IPO is a major suitable corporate governance, an efficient tax strategy and adequate financial
financial communication.
milestone in the life of reports, and to pre-empt regulators’ requirements. If the issuer is well
your company.
prepared, the IPO process will then take 5-6 months to complete.
The IPO journey 7

IPO GUIDE 2022
K E Y S T E P S I N S TOC K M A R K E T L I S T I N G
Prospectus preparation Local financial markets regulator and Euronext review the
Prospectus to appraise whether the prospectus meets
DOCUMENTATION
Listing candidate and advisors draw up a document presenting the company, its sector,
the listing rules. This will generate a number of questions
key business, accounting and financial information, but also the offering metrics such
and information requests to guarantee compliance with
as the number of shares to be issued, the price range, a timetable for the subscription
market standards.
period, and the use of proceeds. This document will become public, ensuring fair and
equal information dissemination to the market. Several weeks needed for local financial markets
regulator review.
Financial markets regulator Submission of the Regulator’s Approval

& Euronext presentations Prospectus Local financial markets regulator
Meetings with market Confidential filing of approves the Prospectus. The document
authorities to present the Prospectus with local is published on both the regulator and
KICK-OFF proposed listing and confirm financial markets regulator. company website. The proposed listing
MEETING the timeline. is now in the public domain.
PREPARATION REVIEW
4-6 MONTHS
before pricing
2-3 MONTHS 1 MONTH 2 WEEKS AFTERMARKET

before pricing before pricing before pricing IPO
PILOT FISHING PDIE PLACEMENT POST-LISTING
Early-look meetings / Pilot fishing Analysts’ presentation Research reports Definition of price range Pricing
MARKETING
One-on-one confidential meetings Management presents the distributed to based on investors, Offering price set
of management with a limited number of company to equity research investors feedback and orders allocated.
cornerstone investors to introduce the company, analysts in the banking
test/fine-tune messages, and gauge market syndicate before they prepare
sentiment on its equity story. their research report.
Slideshow preparation: Pre-Deal lnvestor Book-building:

Listing candidate and advisors draw up a marketing document for use in meetings with Education (PDIE): Orderbook and Trading starts after the
investors and equity research analysts. Banking syndicate’s equity public offering open; settlement & delivery
analysts meet investors to management meets with have been finalised.
discuss research report investors (roadshow).
Research report preparation: and gauge response. approx. 2 weeks
Listing candidate and advisors draw up a marketing approx. 2 weeks
document for use in meetings with investors and equity
research analysts.
Oslo Fast Track Listing

Time to market can be essential: therefore Oslo Børs offers a fast, flexible and confidential listing option called Fast Track. Fast Track reduces the time of the process The IPO journey 8
by up to 50%, from 8 weeks to 4 weeks. This customised listing journey is subject to a fee for any well-prepared company seeking a reduction in timelines.
IPO GUIDE 2022
Prospectus preparation
The Prospectus (Offer Document
in the case of Private Placement) The first part discloses core information to the market, building a bridge between private and
is a formal legal document in two public information. Its main sections describe the issuer’s business and discuss risk factors,
major parts — a description of financial information, management and corporate governance.
the company and the terms of
The second part defines the offering metrics, including the number of shares to be issued, the
the transaction — that contains a
price range, a timetable for the subscription period, and the use of proceeds.
standard set of chapters.
01
P R E PA R AT I O N P H A S E
From the kick-off meeting to the settlement and delivery date, the IPO process typically takes four to
six months.
Kick-off meeting Due diligence

Once all parties for the IPO A management presentation (also called a due diligence session)
journey have been selected, is organised to ensure that all information about the issuer is
the kick-off meeting brings appropriately disclosed in the offering prospectus. The aim is to
advisors together for the first protect the company, its board of directors and the banking syndicate,
time to define their roles and since all future investors will rely wholly on information disclosed
responsibilities. Key metrics, in the prospectus.
including the planned timetable, Throughout the IPO process, additional due diligence sessions may be
are introduced during this planned at each key milestone to ensure that information disclosed
session. Initial workshops is still up to date, although this is unusual for smaller transactions.
to draft the prospectus follow. At this stage, the deal remains completely confidential.
The IPO journey 9

IPO GUIDE 2022
02
R E G U L ATO RY R E V I E W
The financial regulator conducts a thorough review to ensure that the prospectus regulator interacts with the advisors until every issue is addressed. Once the regulator
contains the information investors need to decide whether to take part in the grants final approval, a press release announces the intention to float (ITF), disclosing
offering. The review period starts when a first draft of the prospectus is filed with the offering’s timing and details to the market. This kicks off the marketing phase.
the regulator. Through Q&As and revised versions of the prospectus, the financial
Typical issuer questions for advisors

How do we build an equity story?
What are the main features, strengths and weaknesses

of our sector – competitive environment, KPIs, investor
concerns, etc.?
How can we get the best valuation for our IPO?
What type of financial guidance should we provide for

our IPO?
How should we manage our relationship with the market

regulator?
What is the timetable, review process, best market

practice, etc.?
What proportion of cornerstone investors would be

acceptable for the market?
What actions can we take on environmental, social and

governance (ESG)?
The IPO journey 10
IPO GUIDE 2022
Reaching out
to investors
While the prospectus is being drafted, a
marketing strategy aimed at generating investor
interest and momentum is drawn up.
PREPARATION OF INVESTOR MEETINGS
Unlike the detailed and comprehensive prospectus, the marketing tool

used for investor meetings is a slideshow. Content is drawn exclusively
from the prospectus and is carefully reviewed by the regulator, along
with the IPO website, press releases and other communication materials.
These core documents are fine-tuned throughout the IPO process, up until
the management roadshow. The communications agency sets up training
sessions to prepare management for one-hour meetings with investors.
These are usually conducted by the CEO and the CFO. Management must
master all stages and aspects of these events to highlight the equity story
and valuation drivers in the most effective way.
The IPO journey 11

IPO GUIDE 2022
01 Early-look meetings – Pilot Fishing

(2 MONTHS BEFORE THE IPO)
Two months before the IPO date, the underwriter schedules A management presentation is also planned with the syndicate’s equity research
“pilot-fishing” through several one-on-one meetings with analysts to introduce the company’s business and relay its equity story.
targeted investors. The aim of these early-look meetings is Over approximately one month, the analysts then draft a detailed investment
to explain the future listed company’s business model, gauge research report giving their independent assessment of:
initial market sentiment about the company’s equity story, and
— above all — create traction with investors.
the company’s business
Based on potential interest detected at these meetings, which
are spread out over time, the company can adjust its IPO project,
and has the opportunity to exit the process without a significant
its competitive environment for a comparable peer group
financial commitment at this stage. If the meetings generate
formal commitment subscriptions, contractual orders appear
in a specific section of the prospectus, securing pre-guaranteed
an indicative valuation range.
demand from anchor and cornerstone investors.
Having key investors on board is highly appreciated by the

market and may even be a requirement in some sectors, as After several interactions with management, the analysts then present the
their expertise in the company’s industry sector provides company with a final review of their report, excluding the valuation so as
additional security and credibility. to maintain their impartiality.
The IPO journey 12

IPO GUIDE 2022
02 Pre-Deal Investor Education 03 Management Roadshow

(1 MONTH BEFORE THE IPO) (2 WEEKS BEFORE THE IPO)
Pre-deal investor education (PDIE) is a critical phase in determining the company’s valuation. Demand is generated by two types of investors:
It starts with equity research analysts distributing their pre-deal report to key institutional
investors, introducing the investment case and their valuation range. In meetings at which institutional investors with large equity positions
management is not present, analysts answer investors’ questions on the issuer and collect
feedback before the price range is set. This allows banks to gauge market sentiment and collect
first impressions on the valuation. retail investors: individuals who are not professionals and trade
Working with the company, they then adjust the price range and the slideshow ahead of roadshow
through traditional brokers or online structures
meetings. The price range can be set up to +/-15% and typically includes an IPO discount to
reward the risk taken by investors allocating funds to a newly listed company.
Finally, the offer period opens with a symbolic management presentation to the media, analysts
and investors - the management roadshow.
In the hours and days that follow, an intensive series of one-on-one meetings, one-off market
events and press lunches are scheduled for institutional investors and journalists. Investors
are targeted depending primarily on their location and specific investment strategy.
The IPO journey 13

IPO GUIDE 2022
MEDIA PLAN
The media plan harnesses a range of channels - radio, press, web, etc. - to generate additional visibility, primarily with retail
investors, as the company uses the window of high exposure to ramp up interest among investors.
BOOK BUILDING
The most common form of book building uses a price range. During the Offer Period, banks receive orders from fund managers
indicating the number of shares they might wish to acquire at a pre-determined price within the range. As investor meetings
are held, banks record investor interest in the book. This demand is flexible, as an order can be withdrawn at any time during
the roadshow.
PRICING
The final price is set based on demand at various points in the price range. Since demand decreases as the price rises within
the range, the company must strike a balance between the amount raised, the expected valuation and the momentum it seeks
to generate. If demand is weak, at least 75% of the base share offering must be subscribed. Below that threshold, the offering
will be deemed unsuccessful and the deal will be cancelled.
Other less common mechanisms exist to determine the IPO price. For instance, prior to the placement period the advisors,
together with management, may decide to adjust both the IPO price and the number of outstanding shares.
Overall demand at this unique price will determine the final amount raised with a firm upper limit. As an alternative to fixed
price transactions, a minimum price could also be set up before the placement. In this case, book building works like an auction.
The IPO journey 14

IPO GUIDE 2022
FLEXIBILIT Y CLAUSES:
EXTENSION CLAUSES AND
GREENSHOE OPTIONS
An IPO is “oversubscribed” when
demand exceeds 100% of the base deal.
The company can then opt to exercise flexibility
clauses, starting with the extension clause, which
raises the offer size to 115%. Additionally, the use of
an over-allotment option - also called a greenshoe
- offers an opportunity to increase the total offering
by a further 15%, raising the offer size to 132%
of the initial base deal. Usually exercisable for a
period of 30 days following the listing date, this
option acts as a stabiliser.
For instance, if the share price slumps below the
offering price during this period, the underwriter
can provide support by buying back shares in the
market using the amount allocated to the greenshoe.
These flexibility clauses are an opportunity for the

issuer to increase its aggregate gross proceeds
(part of the primary offer) or to allow shareholders
interested in selling to cash out part of their
investments (part of the secondary offer).
The IPO journey 15

IPO GUIDE 2022
The role
of advisors
Companies interested in going public must
first set up a working group, paying careful
attention to their choice of partners.
The reason is simple: an IPO is a complex deal that takes
five or six months to complete, and the fit, experience,
and sector knowledge of the company’s advisors are
critical to success.
An in-depth understanding of each advisor’s role is
essential to the selection process.

IPO GUIDE 2022
INVESTMENT BANKS: L E A D M A N AG E R &

B A N K I N G SY N D I CAT E
Investment banks offer a wide range of financial The CF/ECM team is in direct contact with the issuer
services for complex transactions. During an IPO, on the private information side. Its main roles include
they play a number of roles at different stages in advising on structuring and timing, managing the
the process. These include underwriter, where the process, overseeing the preparation of documentation,
bank acts as an intermediary between the securities and coordinating input from other advisors. Post-IPO,
issuer and investors, and financial advisor, where the this team continues to advise on on-going merger
bank implements a transaction as a trusted partner and acquisition opportunities, fundraising, and, where
for its client. relevant, exit options.
Often, a group of investment banks come together The syndication team operates above the Chinese
to execute an IPO, forming a banking syndicate. Wall, acting as the link between the CF/ECM and
Banking syndicates represent the group of investment S&T Teams. Its members guide interactions between
banks that come together to execute an IPO. In the two parties and handle allocation of information.
most cases, they are structured to achieve a good Their other roles include preparing the roadshow and
fit based on each member’s placement capacity and centralising book building.
equity research offering. Usually, one bank is named
The sales & trading team is in direct contact with
“Global Coordinator/ Lead Manager”, which means it
investors and is responsible for selling a variety of
is responsible for coordinating and implementing the
financial products. During the IPO process, the sales
IPO and maintaining a relationship with the market
team is particularly important for the roadshow, where
regulator. The other banks act as Joint-Bookrunners /
it is in charge of selling the stock to institutional
Co-leads; their role and scope depend on the syndicate
investors.
(structuring, placement, research).
Investment banks tend to have a corporate finance/

equity capital markets team (CF/ECM), a syndication
team, and sales & trading teams (S&T). Because
the corporate finance team has access to insider
information, a barrier (or “Chinese Wall”) exists
between it and the S&T department.

IPO GUIDE 2022
L E GA L A DV I S O R S
Legal advisors with expertise in capital markets provide
guidance throughout the IPO process, and take part in the
interaction between the company and the country’s regulatory
authority. They supervise the company’s legal due diligence,
draft legal sections of the prospectus (sharing the master
copy of the prospectus with the corporate finance team) and
advise the management team on their legal and regulatory
duties before and after the IPO.
Advertising and research guidelines drawn up by the legal

advisor(s) ensure that the information in the communications
materials and the analysts’ research report complies with
applicable securities law.
Companies may use a deal counsel, a single lawyer who

advises both the company and the underwriters; this is typically
for small transactions. In other cases, banks may require that
lawyers dedicated solely to the management of their own
liabilities be appointed.
E Q U I T Y A DV I S O R S AUDITORS
Expert equity advisors contribute an independent point of view serving the best interests of The auditors are responsible for guaranteeing the accuracy and fairness of the historical
the company. financial information and financial position presented in the prospectus, in addition to the
company’s annual financial statements. They sign a comfort letter validating the statements
From the very start of the IPO process to the first day of trading, the equity advisor provides
and reports in the prospectus.
preliminary considerations of the full IPO process, helps the company select advisor(s),
tracks the transaction, assists in preparing and developing the company’s equity story, and Management may opt to keep their existing auditors or appoint a new team to work specifically
supervises the marketing/placement phase. on the IPO process.

IPO GUIDE 2022
LISTING SPONSORS
Listing sponsors are banks or independent advisors that play the lead role in the listing process. They are accredited by
Euronext, and their special status and presence are designed to boost investor confidence.
Prior to any listing, a certain amount of legal “housekeeping” and preparation is required to ensure that shares are suitable for
listing, that the company complies with the relevant legal requirements, and that current and future investor needs are met.
Close-up
The listing sponsor is a key player for the company and investors, and acts as the primary contact for Euronext. EQUITY RESEARCH ANALYSTS
The appointment of a listing sponsor by the issuer is mandatory for an admission to listing on Euronext Growth, Euronext On the public information side, equity
Access and Euronext Access+. research analysts track company
performance and changes in stock price.
They are sector specialists; they have
C O M M U N I CAT I O N S & P U B L I C R E L AT I O N S AG E N C I E S genuine expertise in specific industries.
Using their communications expertise, these two types of agency present the company to investors in the most attractive
Their job consists of initiating the analysis of
light. They also handle the company’s image in response to external events.
a company and formulating a fair valuation
Additionally, the communications agency creates a media plan to capture and hold retail investors’ interest and ensure of the business, which, in turn, leads to
global exposure for the company. Public relations agencies are not always used, but they can be a valuable addition to the a target stock price. These assessments
communications agency by focusing on press coverage and other factors that shape public perceptions of the company. are rounded out by recommendations:
“buy”, “sell” or “hold”.
OT H E R A DV I S O R S Ratings will fluctuate in response to

milestones in the company’s development
Depending on the specific features and nature of an IPO, additional advisors may be involved. These include intellectual
and to news affecting its sector.
property advisors, independent real estate assessors, tax advisors and technical advisors on due diligence.

IPO GUIDE 2022
Oslo
European teams present in WHY CHOOSE
15 countries TO L I S T O N E U R O N E X T ?
6,200+ Dublin
Amsterdam
active institutional investors Munich

Brussels
#1 Exchange
for tech SMEs in Europe, with
1,500+ London
tech SMEs listed

Paris
1,900+
issuers
Lisbon
€6.4 trillion Madrid

Milan
of domestic market
capitalisation
Data as of 31 August 2021. The role of advisors 20

IPO GUIDE 2022
SMEs ON EQUITY MARKETS

Markets tailored to Small And Medium-Sized companies
1,500+ €249 billion 450

listed SMEs market capitalisation SME listings since 2016
Euronext Optiq
A cutting edge trading platform
Optiq®, our multi-market trading platform, provides customers with
maximum flexibility, simplified and harmonised messaging as well
as high performance and stability.

IPO GUIDE 2022
Choosing your market

and country of listing
IDENTIFYING THE BEST MARKET FOR YOUR COMPANY’S SIZE AND AMBITIONS.
Choosing your
Access funding, expand abroad, attract talent, launch new products – Euronext is more than a source of
funding. We are a long-term partner for your success.
country as point
957 288 €88m
average deal
€240m of entry
total number number of average market
of issuers tech issuers size at IPO cap at IPO When going public on Euronext, companies
can choose their point of entry: Belgium,
France, Ireland, Portugal, the Netherlands.
Part of Euronext since April 2021, the
Italian stock exchange is now a listing
184
option for your company.
522
total number number of tech
€25m
average deal
€85m
average market
Please contact our Milan office to find
of issuers companies size at IPO cap at IPO out more about listing on Borsa Italiana
(details at the back of this brochure).
The regulator is that of the jurisdiction
selected. Each company can choose the
market that best suits its profile.
184
total number
45
number of tech
€3k
average deal
€31m
average market
of issuers companies size at IPO cap at IPO

IPO GUIDE 2022
The Italian regulated markets are due to be

integrated onto the Optiq trading system by 2023.
AMSTERDAM, BRUSSELS, DUBLIN, LISBON, OSLO, PARIS:

For large established companies
Euronext is an EU regulated market for highly structured
companies that have the resources to meet the requirements
of the most demanding and largest investors from across the
globe. It has three segments according to companies’ market
capitalisation:
compartment A over €1 billion

compartment B €150 million to €1 billion
compartment C less than €150 million
Listing on Euronext is recommended

for larger, established companies with
substantial financing depth
Eligibility: high level of listing requirements
Liquidity: one of the most liquid markets in Europe, highly
visible to investors
Reporting requirements:

IPO GUIDE 2022
BRUSSELS, DUBLIN, LISBON, OSLO, PARIS: BRUSSELS, LISBON, PARIS:

For high-growth SMEs A springboard to listing for start-ups
Euronext Growth is suited to small- and mid- sized companies (SMEs) that want to raise funds to finance growth. Listing and fast-growing SMEs
requirements are simplified and reporting requirements are lighter than for the regulated market. Euronext Growth Euronext Access+ is a special compartment of Euronext Access
is open to both professional and individual investors. Although a controlled market, it is not regulated as defined by that is tailored to the needs of start-ups and fast-growing SMEs.
EU directives and thus offers an alternative route for organisations that are at earlier stages of development. Euronext Access+ acts as a springboard to other Euronext
markets, helping companies transition smoothly and adapt
Eligibility: medium level of listing requirements
to market practices. Euronext Access+ has its own listing
Liquidity: a large community of long-term investors focusing on SMEs only, including both institutional and retail criteria, and companies admitted to trading on this market
investors, is active on this segment enjoy special assistance and greater visibility.
BRUSSELS, LISBON, PARIS: OSLO:

The first step for start-ups and SMEs An EU regulated market for growth
Euronext Access markets are designed especially for start-ups and SMEs that wish to join a stock exchange to finance companies and smaller companies
their growth and gain the reputational advantages of listing, but do not meet the criteria for admission to Euronext’s Euronext Expand is intended for companies that want the
regulated markets or Euronext Growth. As Euronext Access markets are not regulated under the EU Directive, the benefits of being listed on an EU regulated marked, but do not
admission criteria are much simpler and less extensive. Except for an IPO, an EU prospectus is not required. Once meet the requirements for listing on Euronext. Companies can
companies are big enough, they are encouraged to consider transferring to Euronext Access+ or Euronext Growth, be listed on Euronext Expand with less than 3 years of activity/
and later to the Euronext regulated market. history, lower market value and fewer shareholders than
required on Euronext. To be listed on a regulated marketplace
Eligibility: low level of listing requirements
like Euronext Expand gives companies a quality stamp which
Liquidity: fewer active investors than on larger markets such as Euronext Growth and Euronext provides access to capital and a larger investor universe.

IPO GUIDE 2022
Market rules
for listed companies
When an IPO application is submitted, the market operator:
Verifies that the application complies with market regulations
Conducts an in-depth examination of the business,
considering:
Rationale for listing: why is the company applying for an
IPO? Does listing make sense?
Business model: in-depth analysis of the company’s
business model and competitive environment
Finances: the company’s financial data (cash flow, income
statement, balance sheet and financial projections) are
verified by the operator’s admissions team.
Risks: what are the main risks facing the company?
Compliance: the features of the proposed offer are also
reviewed by the market operator’s compliance department
to protect its reputation and ensure the quality of its
markets. This compliance review covers the company, key
managers, board members, ultimate beneficial owners
(UBOs), and other points.

IPO GUIDE 2022
Eligibility
criteria
Large & mid-caps with Specifically designed Dedicated to

Simplified access to market
international business for SMEs high profile small caps
AMSTERDAM, BRUSSELS, DUBLIN, BRUSSELS, DUBLIN, LISBON, OSLO AND

Trading venues LISBON, OSLO AND PARIS PARIS
BRUSSELS, LISBON, PARIS BRUSSELS, LISBON, PARIS
≥25% market cap or ≥5% and €5m

Free float (€1m for Dublin and >25% for Oslo)
€2.5m (market cap >€5m for Dublin) €1m Not applicable
Financial
INITIAL ADMISSION
3 years (audited) 2 years (audited) 2 years (audited for last year) 2 years
statements
Accounting
IFRS for consolidated accounts IFRS or local GAAP
standards
Listing Agent (Listing Sponsor for

Listing Sponsor (Euronext Growth
Intermediary Dublin, Listing Agent not required
Advisor for Dublin and Oslo)
Listing Sponsor
for Oslo)
For a Public Offer >€8m in Brussels, Oslo or Paris

Main document
EU Prospectus or >€5m in Dublin or Lisbon: EU Prospectus; EU Growth Prospectus for Euronext Growth
to be provided
Other cases for Dublin, Lisbon, Oslo and Paris: Information Document; for Brussels: Information Nota
L I S T I N G & P E R M A N E N T R E Q U I R E M E N T S O N E U RO N E X T
IPO GUIDE 2022
T Y P I CA L I P O CA N D I DAT E S
581
A cross-section of IPO candidates
The profiles below illustrate sector and typology analyses of some of the companies that
SMEs have chosen launched IPOs on Euronext markets between 2015 and July 2021.
to IPO on Euronext’s
They represent an average profile based on financial indicators at the time of listing.
pan-European
markets since 2015] Sector categories follow the International Classification Benchmark (except for Tech companies
where innovation level is a screening criteria), while the Family-owned category falls in line
with Euronext’s standard definition.
TECHNOLOGY,
FAMILY- CONSUMER
BIOTECH MEDTECH MEDIA AND INDUSTRIALS
OWNED GOODS
TELECOM
Market cap at IPO €124m €109m €87m €166m €86m €151m
Funds raised at IPO €32m €28m €25m €41m €19m €46m
IPO GUIDE 2022
To list or not to list Pre-IPO

Considering an IPO in the next 3 years? education
Our pre-IPO programmes for growing companies help you decide
A pan-European programme that helps A programme designed to make family A leadership programme for executives looking Go Public Amsterdam is an executive educational
innovative companies use financial markets businesses aware of financing solutions to enhance their skillsets for scaling their course designed to educate established
to grow. With TechShare, entrepreneurs can offered by the stock exchange, and to help companies and raising strategic finance. businesses about the capital markets. This
decide whether an IPO is the right solution them prepare for and navigate the challenging This programme is available in Ireland for programme provides the necessary preparatory
for their development projects. processes of funding, inheritance planning non-listed companies. tools and knowledge to assist a mature company
and remaining independent. in a potentially going public.
WHO IS IT FOR? WHO IS IT FOR? WHO IS IT FOR? WHO IS IT FOR?
Executives only Executives, shareholders and family A company can take part in the IPOready Companies who have reached maturity in
members programme if it: their business
Tech companies (TMT, Digital, Life sciences,
Cleantech) with growth ambitions Family businesses with growth ambitions is generating revenue > €5 million per Operating outside the field of fast-growing
that may require access to capital markets annum technology
Likely to be interested in capital markets
for debt or equity
within 2-3 years has a track record of growth and potential Likely to consider capital markets within
Issuance (IPO) in the next 2 to 3 years to accelerate revenues 18-24 months
Sufficient company maturity/ development
Family-owned companies seeking new ways can commit two C-suite executives (e.g.
to stay sustainable, preserve their values, Chair, CEO, CFO) to take part
motivate the next generation, increase
employee shareholding, attract and retain
talent, and more.
Learn more about TechShare: Learn more about FamilyShare: Learn more about IPOready: Learn more about Go Public:
euronext.com/techshare euronext.com/familyshare euronext.com/ipo-ready euronext.com/raise-capital/go-public
To list or not to list 28

IPO GUIDE 2022
Life as a
public company
Listing is an asset to be maintained and carefully
tended; it is a resource that the company can use to
seize new opportunities to grow, either organically
or through M&A.
A N E W C H A PT E R
Entrepreneurs rightly view stock market listing as a milestone, but it is a
K E Y F E AT U R E S O F
beginning, not an end. An IPO marks the start of a new journey: when companies SUCCESSFUL LISTING:
go public, they agree to comply with a full range of regulatory and strategic
requirements – with everything that this implies.
Transparency and visibility
Regular communications and consistency
Investor confidence
Effective use of markets

IPO GUIDE 2022
FINANCIAL R E AC H I N G O U T 3 key post-IPO

CO M M U N I CAT I O N S TO I N V E S TO R S
questions
01
One of the main differences between private and public Companies whose market debut attracts
companies is the amount of information the latter must institutional and retail investors begin a new 01 Is your business in a position to
provide to the market.To meet the regulator’s requirements, existence, where success is shaped by the meet both regulatory requirements
financial information must be accurate, detailed and published quality of their relationship with the market. and shareholder expectations over
02
in good faith, and it should be released according to an agreed the long term?
This is because their listing is now the core of their financial
annual calendar. In the meantime, events that are likely to
and growth strategy. An IPO goes well beyond regulatory
influence investor perceptions of the business - and thus 02 How can you use listing as an
issues, day-to-day market performance and the capacity
its share price and value - must be announced immediately opportunity to continue transforming
to raise more capital.
your business?
03
and to all investors at the same time.
Successful investor relations demand forward planning

03 How can you manage shareholder
and attention to detail:
expectations while fostering trust
Future announcements must be prepared carefully to and engagement?
avoid catching the market off guard
The company should develop a global communications

strategy that updates the market on key developments
outside of regular financial announcements, without
going overboard.
Successful investor
relations need
forward planning and
attention to detail.
IPO GUIDE 2022
Life as a
public company
Large & mid-caps with Specifically designed Dedicated to high profile Simplified access
international business for SMEs small caps to market
Financial reporting: Annual financial report (annual financial statements, business report and Annual financial statements Annual financial statements
annual auditor’s report on annual financial statements) (audited) (unaudited)
PERMANENT REQUIREMENTS
Financial reporting: Semi-annual financial statements with Semi-annual financial statements and Semi-annual financial statements
Not required
semi-annual auditor’s limited review, business report business report (unaudited) (unaudited)
Financial/investor
Yes (not required for Oslo)
website
Market Abuse
Yes (publication of inside information, insider lists, managers’ transactions…)
Regime
Not required (Listing Sponsor for Listing Sponsor (Euronext Growth

Intermediary Dublin) Advisor for Dublin and Oslo)
Listing Sponsor Not required
Disclosure of Not applicable

Applicable
threshold crossing
Complexity/ duration of the listing process / protection of investors

Size of companies (market capitalisation) and amount raised
A PA RT I A L L I S T O F O N G O I N G O B L I GAT I O N S FO R L I S T E D C O M PA N I E S
IPO GUIDE 2022
BEYOND REGULATORY Equal treatment of shareholders: Structured communications

REQUIREMENTS the basics strategy
All company shareholders - employees, individuals and A fully operational communications plan is essential, not only
Issuers build trust over time, in part by
institutions - must be treated fairly and equitably. All must to promote share trading and liquidity, but also to comply with
demonstrating management’s willingness
receive the same content from the same channels, and access reporting, transparency and news flow targets.
to go above and beyond the basic financial
to management comments must be the same.
information required by regulations. Events that a listed company can use to structure its
The digital revolution makes it easier to respect this basic communications include:
Management representatives must make themselves available
principle, thanks in particular to:
to investors and attend all standard investor relations meetings. Half-yearly and annual meetings for analysts/investors (in
But they should also seize opportunities to interact with Compulsory use of an approved wire service for “broad, France, those are generally organised with SFAF, the French
investors at other times, articulating clear messages on simultaneous and safe” transfer of financial data by all association of financial analysts)
management’s vision and the company’s markets and goals. listed companies
Conference calls with analysts when quarterly results are
Access to executives’ statements via audio recordings, video published
recordings and live conferences broadcast over the internet,
Annual general meetings of shareholders
made available to anyone who is interested.
Investor forums organised by Euronext and brokers
Theme days and site tours organised by the company,
especially if its business lends itself to this type of interaction
Meetings with individual shareholders during dedicated

events, including trade fairs, and meetings with investor
clubs and associations
Roadshows with foreign investors.
To help you communicate with your investors and optimise your financial communications, we offer our next-generation
webcast platform. With more than 10,000 live webinars and webcasts per year, Company Webcast is the market leader
in webcasts, webinars and IR conference calls, offering a suite of solutions for various use cases and budgets. Maximise
your visibility, engagement and international reach.

IPO GUIDE 2022
Life as a 8 essential
public company website
components for
THE EQUIT Y STORY
investors
01 Message from the chairman,
KEY TO A RELATIONSHIP BUILT ON TRUST founder or management team
From the very start of the listing process, company leaders must define their
goals for the next three to five years, their shareholder strategy, and their 02 Company’s Key Performance
financing requirements. Indicators (KPIs)
These three pillars will determine their key messages to the markets, defining the language they
03 Financial communications:
use, their business model, and their aims and aspirations. What the company needs is a clear and
searchable archive of press
compelling equity story - the narrative that managers will use to present it to investors. This is the
releases organised by year
basis for all interaction; as such, it will be challenged, adjusted and adapted for each financial meeting.
The ultimate aim is to build a stock market “brand” with appeal for investors. This brand becomes 04 Legal and regulatory
a key asset throughout the company’s market launch and growth, helping it through disruptions information: archive of financial
and tough times, but also serving as a starting point for any new appeal to investors. A compelling reports and information on
equity story helps financial communications teams meet three key goals: shareholder meetings
05 Corporate governance
Relaying a clear Winning investor Aligning the company’s 06 Share profile

picture of the buy-in for the stock market positioning
company’s business, company and its (growth, return, etc.) 07 Key dates / financial events
market, competitive strategy with its operational
environment and performance and 08 Sustainability mission
strategy financial results

IPO GUIDE 2022
MARKET New calls on the market

FOLLOW-ONS When companies return to the market to Additional rounds of funding can be used to:
raise additional funds, they are generally
Listing on Euronext gives companies virtually unlimited Strengthen the company’s capital base
looking to finance growth, for example:
access to capital, provided they comply with the rules for trust Achieve a better balance of equity and debt
and compliance set out above. Having made its market debut, Fresh funding for essential R&D
a listed company can raise capital and complete strategic Opening to new markets/countries
Offer partners or shareholders an
opportunity to raise their stake in the
deals far more easily because listing opens doors. This is
Acquisitions company
the payoff for a successful listing - one that provides solid,
compelling information and attracts enthusiastic investors. Fund employee shareholding plans
There are two ways to raise capital: through a public placement or a private placement. With
a private placement, the issuer can finalise the transaction quickly by limiting the shares on
offer, under certain conditions, to a predetermined group of qualified institutional investors.
By contrast, a public offer will reach the largest possible number of investors but requires the
regulator’s approval of the prospectus and greater investment in time and marketing.
When their financial profile and business fundamentals are aligned, companies can also issue
bonds (listed or not listed) to raise debt and round out equity.
Some hybrid products combine debt and equity. This is the case of convertible bonds, a common
means of raising funds; such issues are easier when an underlying product is listed on the
stock market.

IPO GUIDE 2022
Close-up
FINANCE STRATEGIC TRANSACTIONS
After an IPO, shares can also serve as a virtual currency in strategic
mergers and acquisitions.
Public Takeover Bids and Public Exchange Offers are built on the quality
of fundamentals and an assessment of the value of the initiating party.
In most cases, financing of the acquisition or the exchange price will be
determined by the parity between the two companies concerned. Listing
on Euronext provides an immediate calculation of company value in the
form of the share price, which can serve as a benchmark for structuring
the deal.
To help you ensure compliance with European laws and corporate

regulations, like the Market Abuse Regulation (MAR), we offer InsiderLog.
InsiderLog is an automated, online insider list management tool that
gives you the peace of mind that comes from knowing you have met all
MAR criteria.
To ensure compliance with the EU Whistleblowing Directive, we offer
IntegrityLog.
IntegrityLog is an easy online whistleblowing tool that allows safe,
anonymous reporting of all potential ethical violations and wrongdoing.

IPO GUIDE 2022
Attracting A S T R AT E G I C A P P R OA C H TO I N V E S TO R R E L AT I O N S
investors
Growing companies naturally take a structured, dynamic approach to their relationship with clients.
Likewise, successful relations with shareholders and investors must be structured, smart and dynamic,
backed by a business strategy dedicated to growth. This means companies must:
Retain close ties to sources of finance

Post-listing advisory
E U RO N E X T A DV I S O RY Actively shape their shareholder profile
& I R S O LU T I O N S Lay the groundwork for seamless reclassification of shares and exits from lock-up periods in the post-IPO period
Be able to contact key shareholders at all times.
Advising and assisting listed companies in
making their IR life more impactful Identifying, listening to and understanding shareholders
The Advisory & IR Solutions team provides
To deploy a successful investor relations strategy, companies need an accurate list of all existing and potential
tailor-made support (equity and ESG), data shareholders. As with any communications strategy, this means identifying targets and making efficient use
analytics and cutting-edge IR tools for of databases.
executives of listed companies, to help them
Companies that do so can connect with the right contacts in a timely way, and also:
maximise the support of capital markets to
deliver on their strategic ambition: Keep close track of changes in share ownership
Post-Listing Advisory (high-touch IR Be aware of new profiles/targets to meet

support and market intelligence) Connect with shareholders for roadshows, surveys, etc.
ESG Advisory (transform the ESG transition Shape the market consensus.
into an investment opportunity) All of this requires a serious investment in time and database management. One option is to assign this task
to an in-house Investor Relations Officer; another is to outsource the function to a specialised expert whose
Shareholder Analysis (improve knowledge
brief will include:
of your shareholders for an efficient
IR strategy) Conducting an annual shareholder identification analysis (based on registered shares)
IR.Manager (investor relationship Targeting new investors (specialised institutionals or others) to promote the company’s strategy of
shareholder diversification and roadshows.
CRM solution for better shareholder
engagement).
IPO GUIDE 2022
W H O A R E YO U R I N V E S TO R S ,
A N D W H AT D O T H E Y E X P E CT ?
With some 2,000 small and midcap listed companies in Western Europe,
investors are spoiled for choice and competition is fierce.
To win shareholders’ favour, listed companies must differentiate their offer,
crafting sophisticated marketing strategies for their message and targets.
Targeting investor profiles

Listing on Euronext gives companies access to several million individual investors and hundreds
of asset management companies and institutional investors.
These represent a wide variety of profiles, with very different management styles (growth, value,
GARP, etc.), from an equally wide range of regions and countries.
Investor aims and roles vary significantly:
Institutional investors: Family offices and private Retail investors: Investors want an easy-to-understand business model with
asset managers, insurers, banking: managing individuals managing their clearly identified growth vectors. Quality of management
pension and sovereign assets for high net personal savings. They are and governance are also key criteria, with management all
wealth funds focus on worth individuals with a more sensitive to sector/ the more important for small companies.
capital gains within a long-term perspective product exposure and
More generally, investors and analysts seek transparency in
1 to 3-year investment management performance.
corporate communications. This means publishing high-quality
horizon on average. They They help boost liquidity
information with clear, simple, accurate content explaining
are usually the largest and are usually loyal
all the ins and the outs.
contributors to financing shareholders.
rounds Access to management is also critical.
IPO GUIDE 2022
H O W S E L L - S I D E A N A LY S T S H O W TO S T R U CT U R E
I N F LU E N C E I N V E S T M E N T D E C I S I O N S I N V E S TO R R E L AT I O N S
Equity sell-side analysts who follow a company’s share play an essential For a small company, successful investor relations hinge on management,
role in the life of a listed company, starting with the IPO process and starting with the CEO and CFO. As operations grow, pressure will increase
continuing throughout the company’s experience on the exchange. as markets demand more information and more attention, forcing executives
to juggle time spent actually managing the business and time spent on
During the IPO, the company defines its Key Performance Indicators (KPIs)
investor relations.
in coordination with analysts and advisors, allowing advisors to track its
performance very closely. KPIs help analysts look to the future and relay The following questions are useful:
informed views to the financial community - which is another reason why
Am I spending enough time with investors to answer their questions?
KPIs must reflect the company’s business as accurately as possible.
Am I focusing on the right strategic issues? (decisions, content)
Similarly, analysts are the first to relay the company’s equity story when it lists, and are the first
sources of information for potential investors. It is thus in the company’s interest to maintain Do I have all the information I need to assess our relations with investors and
close ties with analysts, keeping these experts informed of any new developments so that they take the right decisions?
can track its performance and analyse its value. A company’s value is based on all of their
Depending on the answers to these questions, the listed company may opt to outsource all or
estimates - of revenue, earnings, ratios, etc. - and thus all of the business and financial indicators
part of its investor relations and financial communications functions.
the company produces. Expectations are often high, and the company must keep a close watch
over any gap (positive or negative) between its own estimates and analysts’ projections.
IPO GUIDE 2022
Attracting Strengthen Attentive

share capital demanding
investors attract top follow-up
H O W TO W I N OV E R R E TA I L I N V E S T O R S talent leads to higher
A N D P R O M OT E LOYA LT Y
liquidity
The retail part of the IPO, which in some sectors will exceed the
minimum 10% threshold, determines the company’s post-IPO
communications and marketing strategy. Retail investors may You can use other approaches to raise funds, Investor interest in a company hinges on the
operate through investment managers or advisors, or invest and in the process create share ownership pronouncements of sell-side equity analysts,
directly through accounts that they manage themselves. In any plans to incentivise employees. which shape the share’s liquidity and ultimately
case, they play a key role in share liquidity and reputation. encourage more analysts to start following
This is especially useful in making a small,
it. But to kickstart this virtuous circle, newly
The challenge facing the listed company is thus to optimise its cost/useful innovative company more attractive to its
listed companies must go all out to make
contact ratio in marketing terms, by: workforce. Examples include:
analysts aware of their business and value
Maximising leverage of opinion leaders and other influencers - media, analysts, Stock options from the very start.
investment clubs
Bonus shares Equally important, companies must make other
Digitising direct contacts through a special section of its corporate website, potential investors in all countries (institutionals,
Shares with equity warrants
use of social media and other community sites, and sharing digital content funds, private management, family offices, etc.),
(letters to shareholders, corporate videos, interviews with management, etc.). aware of the opportunity they represent.
Retail investors want: Retail investors are put off by:
Clear, informative Overly technical messages or content

communications targeting specialists alone
Ready access to information Transactions diluting share value that

and company representatives exclude them CONNECT WITH THE RIGHT PARTNERS
Equal treatment The perception that they are Investor relations can be handled in-house or outsourced. But the function gains in efficiency and
second-class shareholders effectiveness when the plan developed by management is backed by specialised intermediaries.
IPO GUIDE 2022
ESG, why it is important and

how we can help
EURONEXT ESG ADVISORY
Why your company should integrate Environmental, Social and Governance (ESG) in its overall roadmap
Key advice from our ESG Advisory team:
Companies can derive value from the process of creating high-quality reporting as it helps them achieve various goals in relation
to internal and external stakeholders while informing decision-making for the business. Define your corporate strategy and ambitions
Closely link ESG strategy to overall company strategy
Improving transparency regarding your non-financial performance
The ESG reporting process should start with a materiality analysis, which involves mapping the opportunities and risks the Identify main ESG challenges
company faces, as well as identifying its most important stakeholders and their primary areas of interest. Take into account all your stakeholders’ expectations
A rapidly evolving regulatory landscape Apply operational commitments and key performance indicators
From 2022 with the introduction of the CSRD (Corporate Sustainability Directive), SFDR (Sustainable Finance Disclosure Make the sustainable strategy highly operational
Regulation) and Taxonomy, EU issuers will need to upgrade their ESG reporting practices, whether they are small or large,
Establish action plans and KPIs to make commitments work
listed or non-listed.
Transform ESG policy into performance levers
An opportunity to attract capital and transform your business
Disclose Sustainability (ESG) reports and Regulatory reports
Asset flows towards sustainable funds have increased tenfold over the past decade, clearly highlighting the appetite for investment
Mitigate risks and demonstrate shared value creation
in companies displaying Environmental, Social and Governance (ESG) excellence.
Engagement roll-out
ESG is a must-have to ensure a long-term shareholder basis and diversify financing
Open up dialogue with stakeholders
The rise in assets under management of ESG funds enhances their need for diversification and leads to the rapid appearance of
numerous sustainable and responsible investment themes. Increasing the share of ESG funds in a company’s capital ensures stable For further information on how we can assist your company to
shareholders with a long-term vision - as long as the company keeps its commitments and is transparent about its ESG issues. deliver on its ESG mandate please contact us: ESG@euronext.com
ESG, why it is important and how we can help 40

IPO GUIDE 2022
Our
mission
P R OV I D I N G T H E B E S T M A R K E T
FO R YO U R C O M PA N Y S H A R E S
With close to 1,900+ listed companies, Euronext markets are the largest,
most integrated and proven capital markets in Europe. We can help you
reach the next stage of your development. With access to an unrivalled
network of investors and professional advisers, Euronext offers proven,
cost-effective capital-raising opportunities, from equity to debt capital
markets.
Your securities will be traded on our next-generation Optiq platform, which
connects and integrates all of our European markets and enables you to
access a broad and deep investor base comprising Eurozone, UK, US and
international investors.
Our mission 41
IPO GUIDE 2022
H O W TO W I N OV E R R E TA I L I N V E S TO R S
A N D P R O M OT E LOYA LT Y
Because we are convinced that joining capital markets is
one of the most significant decisions your company will take,
Euronext provides you with a comprehensive suite of services
to ensure your capital market experience is a success..
Expert assistance for listed companies: Using the markets after listing: Benefit from the visibility of major stock
ExpertLine and Connect Euronext Corporate Actions market indices
ExpertLine Being listed on the stock exchange is just the beginning of Euronext develops, manages, calculates and publishes close
Once your company lists on Euronext, you get immediate your company’s financing journey. You might want to further to 800 indices of all sizes and profiles. Examples of the most
access to ExpertLine, a dedicated team of experts who serve increase your issued share capital, list preferred stock, list famous indices in Europe include the CAC 40 in France and
as your first port-of-call. The ExpertLine team answers your corporate bonds, change your company name, distribute the AEX in the Netherlands.
company’s day-to-day questions and helps you have a better dividends, change an ISIN code, or redeem early on your bonds.
understanding of events that may influence your share price. Our Corporate Actions team is ready to advise you and execute
all your market operations.
Connect
Connect is your market information web portal. With Connect,
you get access to market data, your order book in real-time,
Solutions and advisory for listed
as well as live chat with the ExpertLine team. Connect also
companies: Euronext Corporate Services
enables you to publish your press releases and update your
company profile and financial calendar. On request, Euronext Corporate Services provides you with
the most efficient solutions and advisory services in investor
relations, communication, governance and compliance, to help
you make the most effective use of capital markets.
These services empower listed companies with cutting-edge

solutions and tailor-made advisory services at every stage of
Euronext has also launched the CAC 40 ESG Index to continue
their financing journey.
supporting the growing demand for investment solutions with
To learn more, visit corporateservices.euronext.com ESG objectives.
Our mission 42
IPO GUIDE 2022
Euronext O U R E X P E RT I S E
Corporate Services 3,000+

Euronext Corporate Services offers a range of innovative solutions organisations already
and tailored advisory services in the areas of investor relations, working with Euronext
communications, governance and compliance to help companies Corporate Services, of
maximise their potential in the capital markets. which 800+ are listed
companies
COMPLIANCE
Automate your
GOVERNANCE
Secure and
100+
professionals at
compliance with easy streamline your Euronext Corporate
digital tools governance Services supporting
companies
INVESTOR RELATIONS COMMUNICATION 25+

countries where
Better understand Improve your
and engage with visibility and Euronext Corporate
your investors communication Services serves clients

IPO GUIDE 2022
G OV E R N A N C E COMPLIANCE C O M M U N I CAT I O N I N V E S T O R R E L AT I O N S
iBabs is the board portal to organise and ComplyLog simplifies and automates Company Webcast is the market leader in Post-Listing Advisory
run board meetings more efficiently. all your compliance and regulatory webinars and webcast services for financial High-touch advisory, market intelligence and
needs with efficient digital tools. results, internal communication, marketing decision-making analytics for listed companies
Simplify the organisation of your board
and external communication. that want to be more active on capital markets.
meetings. Save hours preparing agendas Save time and ensure you are always
and board packs. up-to-date and covered across your Increase your visibility, engagement and ESG Advisory
entire business. international coverage. Tailor-made advisory to assist issuers in building
Collaborate easily with annotations, voting
the ESG pillar of their equity story to attract new
and meeting summaries. Trusted by over 800 leading companies, Display in real-time your share price
investors and improve the market perception of
we are true experts offering products performance and key indicators on your IR
On any device, anywhere. their CSR commitments.
that were devised by legal minds and website.
Save time and stay in control built-for-purpose. Shareholder Analysis
Five professional webinar studios across
Enrich your shareholder data with third-party
Stable and secure ISO certified Expertly automate your insider list Europe, on-premise and self-service
sources and clarify the view of your shareholder
management: InsiderLog solutions
Access agendas and documents base to build a relevant and efficient IR strategy.
everywhere, 24/7, even offline Offer secure, anonymous online Cutting-edge technology
IR.Manager
whistleblowing: IntegrityLog
Competitive pricing Best-in-class and competitive pricing Comprehensive and intuitive investor relationship
Monitor employee trading, management and targeting platform for corporate
1-day implementation Real-time interactive share price
effortlessly: TradeLog investor relations teams to optimise workflow
performance
and shareholder engagement.

IPO GUIDE 2022
Useful FRANCE P O RT U G A L IRELAND & UK
contacts
Camille Leca Pedro Wilton Niall Jones
Tel: +33 6 88 31 84 08 Tel: +35 1 210 60 06 29 Tel: +353 1 6174243
cleca@euronext.com pwilton@euronext.com njones@euronext.com
Euronext’s dedicated listing

specialists are happy
to answer any questions
your company may have NETHERLANDS I TA LY S PA I N
regarding the listing of
securities on one or more of René van Vlerken Giovanni Vecchio Susana de Antonio
our European cash markets. Tel: +31 2 07 21 42 93 Tel: +39 3 356 83 78 92 Tel: +34 6 96 37 10 61
The Euronext team is rvanvlerken@euronext.com gvecchio@euronext.com sdeantonio@euronext.com
committed to building
a global network that
extends beyond our national
markets. Any foreign
company may be admitted
to listing or trading on one
B E LG I U M N O R WAY
of our member exchanges
in Amsterdam, Brussels,
Benoit Van Den Hove Eirik Hoiby Ausland
Dublin, Lisbon, Milan, Oslo
and Paris, provided they Tel: +32 2 620 15 20 Tel: +47 90 60 63 01
meet the necessary criteria. bvandenhove@euronext.com ehausland@euronext.com
Useful contacts 45
IPO GUIDE 2022
www.euronext.com
This publication is for information purposes only and is not a recommendation to engage in investment activities. This publication is provided “as is” without representation or warranty of any kind. Whilst all reasonable
care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting
or acting on information provided. No information set out or referred to in this publication shall form the basis of any contract. The creation of rights and obligations in respect of financial products that are traded on
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IPO GUIDE 2022

THE IPO DEFIN ED

The IPO explained 4

 Raise funds to finance organic expansion  Facilitate recruitment

For your company

FINANCIAL RISK // COST OF CAPITAL

Friends & Family Venture Capital Growth Capital

Business Angels Pre-IPO Anchors

Private Placement of Debt Bond Markets

Benefits for shareholders

The IPO journey 7

Financial markets regulator Submission of the Regulator’s Approval

2-3 MONTHS 1 MONTH 2 WEEKS AFTERMARKET

PILOT FISHING PDIE PLACEMENT POST-LISTING

Slideshow preparation: Pre-Deal lnvestor Book-building:

Oslo Fast Track Listing

Kick-off meeting Due diligence

The IPO journey 9

Typical issuer questions for advisors

What are the main features, strengths and weaknesses

How can we get the best valuation for our IPO?

What type of financial guidance should we provide for

How should we manage our relationship with the market

What is the timetable, review process, best market

What proportion of cornerstone investors would be

What actions can we take on environmental, social and

PREPARATION OF INVESTOR MEETINGS

Unlike the detailed and comprehensive prospectus, the marketing tool

The IPO journey 11

01 Early-look meetings – Pilot Fishing

Having key investors on board is highly appreciated by the

The IPO journey 12

02 Pre-Deal Investor Education 03 Management Roadshow

The IPO journey 13

The IPO journey 14

These flexibility clauses are an opportunity for the

The IPO journey 15

The role of advisors 16

INVESTMENT BANKS: L E A D M A N AG E R &

Investment banks tend to have a corporate finance/

The role of advisors 17

Advertising and research guidelines drawn up by the legal

Companies may use a deal counsel, a single lawyer who

The role of advisors 18

OT H E R A DV I S O R S Ratings will fluctuate in response to

The role of advisors 19

active institutional investors Munich

tech SMEs listed

€6.4 trillion Madrid

Data as of 31 August 2021. The role of advisors 20

SMEs ON EQUITY MARKETS

1,500+ €249 billion 450

The role of advisors 21

Choosing your market

Choosing your market and country of listing 22

The Italian regulated markets are due to be

AMSTERDAM, BRUSSELS, DUBLIN, LISBON, OSLO, PARIS:

 compartment A over €1 billion

Raise funds to finance organic expansion Facilitate recruitment

compartment A over €1 billion

For a Public Offer >€8m in Brussels, Oslo or Paris

The company should develop a global communications

Meetings with individual shareholders during dedicated

Roadshows with foreign investors.

Retain close ties to sources of finance

Post-Listing Advisory (high-touch IR Be aware of new profiles/targets to meet

Clear, informative Overly technical messages or content

Ready access to information Transactions diluting share value that