The IPO Guide A Guide to an initial public offering on the Australian Securities Exchange
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1 A Guide to an initial public offering on the Australian Securities Exchange page i
2 November 2014 IMPORTANT NOTICE: This Guide does not constitute legal or other advice. The information contained in this document is intended as a Guide to the process of listing a company on the ASX, and is not specific to the needs or requirements of any individual company. You should not rely on or act on the information contained in this Guide without obtaining professional advice specific to your company. To the extent permitted by law, Maddocks, its partners, employees and agents accept no liability and disclaim all responsibility for the consequences of you or anyone else relying on any information contained in this Guide or for any decision based on it or by any reference to this Guide. If you would like to discuss any information in this Guide or obtain advice on any commercial matter, please contact: Andrew McNee Partner Commercial Direct Facsimile Mobile andrew.mcnee@maddocks.com.au Ron Smooker Partner Commercial Direct Facsimile Mobile ron.smooker@maddocks.com.au page ii
3 Contents 1. Introduction... 1 Purpose of the Maddocks IPO Guide... 1 How can we assist you? Why list? Advantages and disadvantages of an IPO... 2 Reasons for considering an IPO... 2 Reasons for not carrying out an IPO When should I initiate an IPO and how long will it take?... 4 Timing... 4 Restructure of the company... 4 How long will it take? Criteria for listing... 5 Requirements for ASX Listing... 5 The profit test... 6 The asset test Criteria for quotation... 8 On admission and subsequent quotation... 8 Requirements for quotation on admission Preparing a company for an IPO... 9 IPO team... 9 Restructure of the company... 9 Cultural and structural changes... 9 Tax implications... 9 Financial reports and accounts... 9 Review of corporate governance practices and policies The IPO team...12 Corporate adviser, investment bank or stockbroker...12 Underwriter...12 Legal counsel...12 Accountants...12 Share registry...12 Public relations / communications consultants...12 Technical experts Structuring the IPO...13 Structuring...13 Issue of new shares and/or sell-down of existing shares...13 Consultation with ASX Due diligence...14 The due diligence committee...14 The due diligence defence for prospectuses The prospectus...15 Is a prospectus required?...15 ASX Listing Rule Types of disclosure documents...16 Preparation of the prospectus...16 Information to be included in the prospectus...17 Drafting the prospectus...17 page i
4 Date of the prospectus...18 Consents...18 Application to accompany prospectus...18 Pre-lodgement advertising and publicity...18 Lodgement of the prospectus...18 Key dates Applying to list...20 Time limit...20 Failure to apply within time limit...20 Application...20 Maximum number of securities...21 Request for additional information...21 Listing fees...21 Refund if application not accepted or withdrawn...23 Publication of application Restricted securities...24 What are restricted securities?...24 Dealing with restricted securities...24 When restrictions do not apply...25 Restriction agreements...25 Escrow...25 Disclosure of information to ASX...26 Seeking advice The IPO period...27 Key dates...27 The exposure period...27 Extension of the exposure period...27 Applications must not be 'accepted' during the exposure period...28 Warning to be provided if the prospectus is circulated during the exposure period...28 The offer period...28 Application moneys to be held on trust...29 Post-lodgement advertising and publicity...29 ASIC 'stop orders'...29 The need for a supplementary or replacement prospectus...30 Form of supplementary prospectus...31 Form of replacement prospectus...31 Withdrawing an IPO Admission...32 Outcome of application...32 Conditions precedent to admission...32 Closing the offer...32 Failure to reach minimum subscription amount within four months...32 Allotting and issuing the shares...32 Sufficient shareholder spread...33 Admission Commencement of trading...34 Outcome of decision...34 Conditions precedent to quotation...34 Despatch of holding statements...34 Failure to admit securities to quotation within three months...34 Quotation...34 page ii
5 16. Ongoing obligations...35 Continuous disclosure...35 Periodic disclosure Dual listings...38 What is a dual listing?...38 Advantages of dual listing...38 Disadvantages of dual listing...38 Foreign companies listing on ASX...38 Criteria for ASX Foreign Exempt Listing...39 Criteria for ASX Listing (Foreign Entities)...39 Disclosure and reporting obligations...39 Trading of securities on two markets...40 Chi-X Australia: a new market operator Frequently asked questions...41 At what time should an IPO be conducted?...41 What size does my company need to be to apply for listing?...41 My company has issued a prospectus, when do I need to make my application to ASX for admission?...41 Who should I obtain advice from in relation to my proposed IPO?...41 When is a prospectus required?...41 Can I advertise the offer before lodging a prospectus with ASIC?...41 What are restricted securities and why do I need to be aware of them?...41 What is the maximum period for an IPO?...42 Do I get a refund if my application is rejected?...42 How can an IPO be amended?...42 My company's IPO failed to reach the minimum subscription. What can I do?...42 My company is now ASX Listed. What happens now?...42 Can my company be listed on more than one securities exchange?...42 What are the stages of the IPO process?...42 Appendix 1: The IPO Process...43 If you would like to access this document in full, please andrew.mcnee@maddocks.com.au or ron.smooker@maddocks.com.au to arrange for a full version to be provided to you. page iii
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