Partners

Investment Bank

The investment bank is primarily responsible for organizing and implementing the IPO. It frequently acts as intermediary between the company and the regulator and it may have to demonstrate to a regulator and/or a stock exchange that the company is suitable for listing.

Principal tasks of the investment bank:

  • Assess the company's suitability for listing.
  • Participate in drafting the prospectus and coordinating due diligence.
  • Determine the price and underwrite the offering.
  • Liaise with regulatory authorities.
  • Oversee settlement, including underwriting and the exercise of any over-allotment option and price-stabilization mechanisms, as required.
  • Market the offering and book building (if required).

Euronext’s Regulated Market
The investment bank generally plays the lead role in the IPO process. If there are several investment banks involved, the investment bank that organizes and runs the offering is commonly referred to as the 'global coordinator'. The global coordinator is responsible for coordinating the preparation of the prospectus, organizing the due diligence and coordinating the underwriting, marketing and distribution of the securities. In smaller offerings, especially where such offerings are not international in nature, the investment bank leading the offering may simply be referred to as the 'lead manager'.

Euronext Growth and Euronext Access and Euronext Access+
A company generally appoints a single listing sponsor as its lead financial adviser throughout the listing process While the Listing Sponsor is typically its investment bank, thereby covering both roles, it can also be an advisory firm such as an accountant or corporate finance boutique, which will work alongside an investment bank for the raising of capital. Companies that list on Euronext Growth or Euronext Access or Euronext Access+ are mostly small or mid-sized companies, and so a single investment bank is usually adequate for the amount of capital to be raised. However, the Listing Sponsor and/or the company may suggest partnerships with other investment banks to enhance the potential number and diversification of investors.

The Underwriting Agreement
In addition to being responsible for the organization and marketing of the IPO, the investment bank may also act as underwriter to the offer, commonly in a syndicate with one or more other investment banks. This ensures that the company and any selling shareholders will sell the total number of shares offered and will raise the amount of money that it or they intend to raise.

Such an undertaking can either be a best efforts undertaking based on market appetite (referred to as a 'soft underwriting') or a firm undertaking to underwrite the securities offered regardless of the market conditions and investor appetite (referred to as a 'hard underwriting'). The underwriters' obligations are contained in an 'underwriting agreement' entered into with the company.

The underwriting agreement will determine the price of the offered shares and the percentage commission charged for doing so. The underwriting agreement will typically be conditional upon the satisfaction of certain conditions, i.e. the outcome of the offering and the payment of the securities. In addition, the underwriting agreement will contain representations, warranties and indemnities to be given to the underwriters by the company that relate to the company's business and the contents of the prospectus.

The investment bank may require the company, and likely any selling shareholders, to abstain from any further sale of shares for a set period following the IPO. This so-called lock-up arrangement can also be included in the underwriting agreement. Finally, the underwriters may request either the company or the selling shareholders to grant a 'green shoe' or 'over-allotment option'. This is a call option, provided to the underwriter, requiring the company to issue – or a selling shareholder to sell – a certain percentage of additional equity to the underwriter for a 30-day period to cover over-allotments.

Listing Sponsor

The listing sponsor is a company accredited by Euronext. Euronext has created this status of advisor, named “Listing Sponsor”, to play the lead role in the listing process, their presence being intended to bolster investor confidence. Prior to any listing, there is a certain amount of legal “housekeeping” and preparation to be undertaken to ensure that shares are suitable for listing, companies comply with relevant legal requirements and current and future investors needs are met. The listing sponsor is a key player for companies and investors and the primary contact for Euronext.

The appointment of a listing sponsor by the issuer is mandatory for an admission to listing on Euronext Growth, Euronext Access+ and Euronext Access. The companies, admitted to trading on Euronext Growth or Euronext Access+, shall have a listing sponsor on a permanent basis after the admission.

The role of the Listing Sponsor:

PRE-ADMISSION

ADMISSION

POST-ADMISSION

ASSESING SUITABILITY FOR LISTING

The Listing Sponsor supports the Company once the admission decision is made :

  • Supports the Company in choosing the market best suited for its size and objectives;
  • Helps the Company in selecting the operation partners;
  • Performs regulatory due-diligence measures;
  • Prepares the Company with lawyers/ legal advisors and statutory auditors; and
  • Advises regarding the shareholding & management structure

COORDINATING THE LISTING PROCESS

The Listing Sponsor steers the admission operation :
 

  • Coordinates the stakeholders;
  • Calibrates the timetable and the operation;
  • Provides the prospectus or information document, a Company’s valuation if applicable and all the required material information;
  • Monitors and provides support during the examination of the file by the market authorities (regulator and Euronext); and
  • Advises regarding the operation’s marketing.

ONGOING OBLIGATIONS
 

The Listing Sponsor supports the Company on a daily basis in its stock market life :

  • Maintains regular contact with the Company and be the primary contact for Euronext;
  • Continuously ensures compliance with the legal and regulatory requirements (including publication) and contractual obligations; and
  • Advises and assists the listed Company in its interaction with the market, especially by doing its utmost for organizing one investor meeting per year at the minimum.

 
Eligibility Criteria for Listing Sponsors
The eligibility criteria to obtain Listing Sponsor status has been reinforced. The listing sponsor shall set up internal rules implementing the requirements of the EU Market Abuse Regime and the relevant anti-money laundering and sanctions measures as enforced by the relevant public competent authorities. The eligibility criteria are :

 

 

 

Eligibility Requirements

 Listing Sponsor Requirements

Activity

Active in advising companies on capital structure, strategy and related issues and has provided services related to mergers and acquisitions for a two (2) year period.

Track Record

Completed at least two (2) equity transactions involving on or more companies which transactions included the drafting of a prospectus or an information document.

Staff

Demonstrated that its staff -at least two (2) individuals- is suitably qualified and experienced in order to implement and maintain its operations as Listing Sponsor.

Compliance

Set up internal rules implementing the requirements of the EU market abuse regulation and the relevant anti-money laundering and sanctions measures as enforced by the competent authorities.

Insurance

Adequate professional indemnity insurance with a reputable insurer against liability arising from its activities as Listing Sponsor.

Specific Case

Euronext may also take into consideration an application form from a Company which has been in existence for less than two (2) years, provided that its staff is particularly qualified and has a high level of experience.

 
Besides, after having be accredited, the listing sponsor shall inform Euronext on an annual basis of its activities, its organizational structure, its staff, its contact details and the list of companies for which it acts as Listing Sponsor by submitting the annual certification in the form prescribed on Euronext website. The listing sponsor’s activity will be assessed by Euronext on a yearly basis.

Find our list of listing sponsors here.

To learn more about these changes, please contact: Cécilia Marguin and Damien Pelletier.

Liquidity providers

In order to improve their visibility and bolster trading volume, listed companies can establish and sign a liquidity contract with a member of the market (Broker), who makes a commitment to ensure the ongoing presence of a range of prices and securities in the order book. A market making request may then be made with Euronext.

Liquidity providers have the role of:

  • Allowing changes in volatility to be absorbed,
  • Guaranteeing transactions at any time and at the best price,
  • Increasing the volume of transactions traded in the central order book.

The liquidity provider, the signatory of a commercial contract with Euronext, makes a commitment to simultaneously post buy and sell prices, respecting a minimum quantity (set in number of securities or in capital) within a spread of a maximum width.

Reporting Accountant

The reporting accountant plays a different role than the company’s existing auditors, but can be (and often is) a separate team in the same firm.

The terms of their engagement and the scope and purpose of their work are usually set out in a detailed engagement letter. The accountants' role will depend on the market practice and the applicable rules in each jurisdiction. However, their main task is to carry out the financial due diligence of the company. This review covers a wide range of areas including historical trading information, projected working capital, profit forecasts and internal management, and accounting systems and control.

Comfort Letters
Once the prospectus or information document has been completed, the accountants typically issue certain private comfort letters for the benefit of the company and/or the investment bank/Listing Sponsor. These comfort letters demonstrate that the accountants are not aware of any significant deterioration in the company's financial or trading position. They also confirm that all financial data in the prospectus or information document has been correctly extracted from the company's accounts.

Financial Reporting
The company's financial accounts might not necessarily comply with the content requirements for the prospectus or information document: for example, they are stated in local GAAP rather than IFRS, or the company to be listed is a division of a larger existing company. If so, the accountants will assist the company in drawing up the required additional accounts. In any event, the accountants' review will assist all parties in ensuring that the financial information included in the prospectus or information document is correct and not misleading. The reporting accountant may also advise on the tax implications of the flotation; however, the company may prefer to appoint separate tax specialists to do this.

Corporate Lawyer

The role of the corporate lawyer is to help prepare the company for the listing. Their main task is to produce a full due-diligence report on the company. However, corporate lawyers also assist and advise on the following areas:

Any corporate restructuring required for the offering.
Drafting and commenting on the prospectus or information document.
Preparing press releases and any other publicity materials relating to the offer.
Negotiating the transaction documents—e.g, engagement letters, underwriting agreement and all ancillary documentation.
They also advise directors on their legal and regulatory duties, obligations and potential liabilities, once a company is listed/admitted to trading.

Legal Due Diligence
The company’s lawyers carry out a comprehensive, legal due-diligence exercise on the company’s business and core assets. The information gathered by the company’s lawyers assist in the drafting of the prospectus or information document. The key reasons for carrying out due diligence are to ensure that all information relevant for disclosure in the prospectus or information document is identified, that the company is suitable and meets the requirements for an admission to listing/trading and that all those responsible for the prospectus or information document—including the company, its directors, any selling shareholders and the Listing Sponsor—have a due-diligence defense, if ever necessary.

Corporate Restructuring
The company's lawyers will undertake the necessary corporate restructuring enabling it to proceed with the form of offering it wishes to complete. This will initially take the form of legal 'housekeeping' to ensure that the company complies with the requirements imposed upon a listed company, and any other recommended restructuring.

Advising on Drafting the Prospectus/Information document
The prospectus or information document is usually produced by the company’s lawyers and the investment bank/Listing Sponsor in conjunction with the company. The prospectus or information document, drafted as required by the applicable rules and regulations, must contain all material information on the company and all information that investors would reasonably expect to find in such a document, including information on the company’s:

  • Directors and shareholders
  • Business, important contracts and customers
  • The company’s Finances and business plans for the future
  • Employees
  • Litigation
  • Premises

The due-diligence findings will be an important source of information, and any issues identified in the due-diligence process that are material to an investor should be disclosed in the prospectus/information document.

Communication agencies

The financial PR agency works in close collaboration with the company's other consultants: investment bank(s), lawyer, auditor, and listing sponsor. It ensures that a clear, consistent communication strategy structures the messages conveyed to analysts, employees, customers, suppliers, journalists, and institutional and individual investors.

It promotes the company's reputation in financial circles, including the economic and financial media, analysts, institutional investors, and brokerage firms, thus helping to stimulate the appetite of all types of investors, demand for the shares, and positive media coverage.

After the IPO, the PR agency supports and advises the company in its financial communication in order to position, convey, and disseminate the correct messages.