Financial Accounting Advisory Services May 2013
Agenda About EY 3 5 Appendix 13 Contacts 15 Page 2
About EY Page 3
EMEIA Sub-areas Africa Angola, Botswana, Republic of Congo, Equatorial Guinea, Ethiopia, Gabon, Ghana, Guinea, Ivory Coast, Kenya, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Nigeria, Rwanda, Senegal, Seychelles, South Africa, Tanzania, Uganda, Zambia, Zimbabwe Belgium and Netherlands Germany, Switzerland and Austria Commonwealth of Independent States Azerbaijan, Belarus, Georgia, Kazakhstan, Russia, Ukraine, Uzbekistan Central and Southeast Europe Albania, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Greece, Hungary, Latvia, Lithuania, FYR of Macedonia, Malta, Moldova, Poland, Romania, Serbia, Slovakia, Slovenia, Turkey France, Maghreb and Luxembourg France, Luxembourg, Algeria, Morocco, Tunisia Financial Services Organizations Belgium, Channel Islands, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Switzerland, UK India London Mediterranean Italy, Portugal, Spain Middle East and North Africa Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Pakistan, Palestinian Authority, Qatar, Saudi Arabia, Syria, United Arab Emirates Nordics Denmark, Finland, Norway, Iceland, Sweden UK and Ireland UK, Isle of Man, Republic of Ireland Countries worldwide 140 EY Global Employees worldwide 167,000 US$ revenue (2011-12) 24.4b Page 4
IPO and listing services Page 5
How IPOs impact company infrastructure: transformation from private to public An IPO is a milestone Preparation starts typically 12 24 months pre-ipo Executing a company strategy often requires access to capital. One of the primary ways to access capital is to go public, which is an important milestone in a company's growth journey When did you start implementing the following changes in preparation for the IPO? Strategic planning 17% 43% 36% 4% An IPO is not the end game Building the right executive team 20% 33% 39% 8% Rather, the transformation from a private company to a public enterprise is an enterprise-changing process for any organization, which continues long after the transaction Financial accounting and reporting systems Public company board composition 24% 9% 20% 33% 66% 38% 5% 5% An IPO is a process, not an event The IPO should be a structured and managed process that starts long before the transaction Building investor relations function 6% 16% 74% 4% 0% 50% 100% More than 24 months prior to IPO Up to 6 months prior to IPO 12 24 months prior to IPO n/a Source: Measures that Matter study, Ernst & Young, 2008. Page 6
What are typical IPO work streams at company level? The IPO value journey IPO value journey IPO planning IPO execution IPO realization Internal preparation 12 18 months prior to IPO IPO design, concept and placement with external team 3-12 months prior to IPO Day-one readiness post-ipo Evaluate IPO as strategic funding in a readiness-assessment workshop Set up resources and an internal IPO team Start to build capitalmarket infrastructure and make structural adjustments to achieve IPO-readiness Prepare group systems, new functions and tax optimization at company and shareholder level IPO team selection (bank, lawyers, auditors and investor relations) Set timetable, start due diligence and prepare offering concept and prospectus Fine-tune business plan, fact book and presentation materials for analysts, the press and investors Fine-tune the equity story and valuation perceptions based on investor feedback Offering prospectus Approval by regulators and securities admission to the stock exchange Press conference and launch investor road show Bookbuilding, order book analysis and determination of the issue price and allocation Listing on stock exchange with an IPO ceremony and media attention Active investor relations (IR) and ongoing road shows based on the IR calendar Management of investor expectations through efficient forecasting and use of issue proceeds Ongoing transparent external reporting Awareness of disclosures such as ad hoc, directors dealings, corporate governance and operate general meetings Page 7
How to prepare and launch an IPO internally Our approach: IPO-readiness assessment IPO value journey IPO planning IPO execution IPO realization Preparing for the IPO journey Our IPO-readiness approach Start with an IPO-readiness workshop 1. Discuss strategic funding considerations and a possible IPO base case 2. Hold an IPO-readiness assessment workshop, based on selected IPO-readiness assessment modules 3. Analyze gaps of current infrastructure using IPO diagnostics to get the IPO ready target status 4. Agree on a road map to fill the gaps, based on an IPO-readiness result report 1. Strategy IPO value journey IPO destination Issue concept 8. Timeline IPO windows Plan B options Multi-track process 7. Leadership C-suite Board of directors Work with media 2. Structures Issuing company Group structure Maintaining influence Possible IPO-readiness assessment modules 6. Functions Investor relations Compliance officer Committees 3. Taxes Company level Shareholder level Transaction level 4. Financials External reporting Forecasting Prospectus 5. Systems Internal controls Enterprise risk Compliance management Page 8
Good internal preparation starts early, with an IPO-readiness assessment Based on the results available, we develop an initial target structure in line with your objectives We compare the target structure with the current structure to reveal gaps We analyze these in greater detail in individual follow-up workshops, and clarify how much time is needed to close them The results are used to develop the work plan through to the multi-track option and IPO 1 2 3 Multi-track and IPO-readiness assessment Target definition IPO targets Dual-track option Listing requirements Workshops Motivation and infrastructure Reporting and finances Other + Potential follow-up workshops for individual areas Gap analysis 4 Multi-track and IPO project(s) Road map based on steps 1 to 3 Closing gaps Working through points leading up to first trading day or exit Page 9
using the integrated and structured approach of the IPO-readiness workshop Information about your IPO plans, corporate strategy and motivation Questions about IPO-readiness in important areas: IPO strategy, legal, tax, finance, systems, functions, etc. Workshop mode Information, questions, feedback, sparring, sharing knowledge and answers, plus use of management tools Information about IPO success factors, lessons learned, processes and stock exchanges Structured, integrated approach IPO-readiness Page 10
covering all relevant areas to be analyzed using IPO-readiness diagnostics IPO-readiness diagnostics (example) IPO-readiness result report... Leadership Timing Multi-track IPO time schedule Resources C-suite and HR Supervisory board Remuneration 7 8 IPO strategy Exchange and listing segment Equity story Issue concept 1 2 3 Structures Tax Company structure Articles of association Equity Country of registration Optimization Legal form to ensure and support IPO project with resources geared to delivering within specifications, timescale and quality Level of readiness Major work is essential Action required Adjustments required Functions Investor relations Directors dealings Insider and ad hoc disclosure 6 5 4 Finance Business plan and analysis Reporting and FSCP IFRS and prospectus IT and general controls Minor adjustments recommended Well prepared Systems Control and risk management Compliance Corporate governance Page 11
displayed in IPO-readiness result report 1 The IPO base case defines the IPO strategy, which forms the basis for further discussions and IPO-readiness checkpoints 2 The IPO-readiness status and gap analysis analyzes the gaps between current IPO-readiness status and IPO-ready status Ref Topic Current status Target IPO-ready status IPO-readiness 3.1 Xxx Xxx Xxx 3.2 Xxx Xxx Xxx 3.3 Xxx Xxx Xxx 3.4 Xxx Xxx Xxx 3 IPO diagnostics and resource estimates for achieving readiness show the recommended work streams for filling the gaps, and estimates the resources needed Ref Recommended work streams for achieving IPO-readiness Timeframe Resources Own resources 3.1 Xxx Xxx Xxx Xxx Xxx 3.2 Xxx Xxx Xxx Xxx Xxx 3.3 Xxx Xxx Xxx Xxx Xxx 3.4 Xxx Xxx Xxx Xxx Xxx External support Page 12
More about our IPO services Page 13
EY s IPO thought leadership Annual Global IPO trends report IPO destination guide EY s guide to going public Life after an IPO Risk management after an IPO Explores the major themes and trends currently shaping the market through analysis, articles and interviews Helps you to determine which capital market or listing zone, stock exchange and segment will support your company s strategy Guides you through the critical factors that go into a successful initial public offering and the EY IPO value journey Reflects upon the three key challenges companies typically face in the post-ipo period: working with a larger and more diverse body of investors, delivering on your promises and maintaining the pace of growth Deals with how the business risks you face will change, and how you can prioritize actions to improve risk management Page 14
Appendix Page 15
Financial Accounting Advisory Services contact Martin Steinbach Head of IPO and Listing Services martin.steinbach@de.ey.com + 49 6196 996 11574 Page 16
EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. 2013 EYGM Limited. All Rights Reserved. EYG no. AU1784 EMEIA Marketing Agency 1000307 ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com