IPOs & Spin-Offs

In the case of IPOs, divestments, unbundling or spin-off transactions where the company or asset in question is to be listed on a stock exchange, AWR Lloyd will follow a similar procedure for a divestment (see ‘Divestments & Privatisations’) but also focusing on the listing prospectus, listing regulations, communication with the stock exchange and investor communications planning.

AWR Lloyd advises clients in relation to the pros and cons of different stock market listing venues – such as the London Stock Exchange main market, the London AIM market, the ASX, the Hong Kong Stock Exchange and the Singapore Stock Exchange.

AWR Lloyd advises clients preparing for IPOs on offer structure (e.g. primary versus secondary shares), pricing, equity capital market conditions, timing and positioning and process management. We can help in the process of beauty contests and appointment of investment banks, lawyers and engineering advisors (e.g. for JORC-based ‘Competent Persons Reports’). AWR Lloyd advises on fund manager, analyst and business press ‘targeting’ – and helps plan for and manage domestic and international roadshows (in conjunction with the appointed brokers).

Based on interviews with management and Market Signals Analysis we help prepare the company’s ‘growth story’ and ‘value proposition’. We provide prospectus support and reviews (in conjunction with lawyers and other advisors), investor and analyst presentation composition, website improvements, news releases and results presentation support. We also help clients planning IPOs to develop an IR team with training workshops, IR guidebooks and standard operating procedures (IR Programme).

For stock exchange listing methods we can advise in relation to listing by way of ‘introduction’, primary offer (via share issuance on a new exchange), secondary offer (sell-down by existing shareholders), subsidiary listings, reverse takeovers, dual-listed company structures and unbundling or spin-off mechanisms.

For example: AWR Lloyd acted as Company Advisor to an energy group on the IPO of its Indonesian coal business on the Indonesian Stock Exchange. AWR Lloyd provided a detailed valuation analysis, a financial plan to determine funding requirements and offer size, a report outlining the rationale for the IPO for internal approval and as the basis for investor communication and an investor relations strategy. AWR Lloyd supported the client in arranging beauty contests for the investment banks and other advisors and provided a scoring mechanism. AWR Lloyd provided comments and second opinions on final offer pricing and advised on key aspects of Indonesian regulatory risk. AWR Lloyd provided an investor roadshow presentation and comments on the IPO prospectus – and monitored the progress of the whole transaction for the client. The IPO raised US$340 million and resulted in an initial market capitalization of US$2.4 billion.