As the numbers showIPOs in Spain seem to have been reactivated from last year to 2021It is driven both by the central banks themselves, who seem eager to continue providing liquidity to the market, and by the hopes for an economic recovery after the global pandemic caused by covid-19. so much right now We never cease to see how SMEs and even Start-Ups exit markets such as BME Growth or Euronext and alternatively obtain financing. to mutual funds that are already common.
law firm Devesa & Calvo, A national law firm specializing in business law for companies and investors operating in SpainBased in Alicante, Madrid and Valencia, has been an active participant in this explosion in listings on exchanges, Consulting organizations such as Intercity CF or Substrate AWhen I is included in BME Growth or flush On the technical list at Euronext-Paris.
We have the opportunity to talk to you. María Roldán Llamas, associate solicitor of the firm of Commercial Law and Mergers and Acquisitions –It is led by Juan Antonio Botella Curvertoret- his fellow lawyer, who has been involved in this type of operation since joining Devesa & Calvo four years ago.
It derives from the European MiFID I directive, which establishes multilateral trading facilities (“MTF”) or its English abbreviation “MTF” (“multilateral trading facilities”) as alternative trading platforms to traditional organized secondary markets. Thanks to these gaps, often virtual It is possible for small and medium-sized companies to buy and sell fixed and variable income securities.as well as other assets that do not have a formal market.
MTFs have an authorized operator—sometimes an investment bank. acts as operator of different buying and selling interests of different subjects, Therefore, there are certain regulations that must be complied with in order to enter and stay in these markets. However, regulations are much laxer than in regulated markets, and the cost of listing is less significant.
In the most famous NMS in Spain, we can highlight: BME Growth (formerly Mercado Alternativo Bursátil, “MAB”) For SMEs who decide to access the capital markets in search of investors, benefiting from an acceptance process tailored to the characteristics of this type of business, or the European equivalent, where Spanish securities can also be traded, Euronext. The Latibex market, whose purpose is to exchange Latin American securities for the euro, is also widespread.
Adapted to different markets Welcome to companies with large shareholding distribution from One Person Limited Companies (SAU), it is also passed on by family businesses or a small number of partners who are not initially interested in changing their shareholding structure. Hence, the “Technical Listing” was born, a way to go public without specifying that any shares have changed hands.
First of all, it is clear that the market provides advertisements that increase the prestige and brand image of the company in question.It can only make up for the jump to the trading floor, which has a clear positive impact on relationships with suppliers, customers or banking institutions. However, it is worth highlighting other of the many benefits that can be gained by choosing to go public; financing the company’s growththe liquidity that the listing provides to shareholders, or the fact that it can dispose of a share Objective assessment updated day by day
Requirements vary depending on the chosen market and segment, but in general, They can be summarized as described below.
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First, the company that wants to go public Must be in the form of Limited Liability Company (SA) and have their shares represented by ledger records. Therefore, it is usual for the first step on this path to be the conversion of the company to SA and a legal change.
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Company will be subject to strict transparency and reporting obligationswill not end when the company enters the market, but will continue (more or less) over time until it is delisted. In addition, companies to enter the market filing a legal due diligence report (and in some cases financial), valuation of the company and its assets, and a future business plan.
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It is also required to rent a “List Sponsor” or “Registered Consultant”A figure who will be responsible for coordinating and supporting shareholders and company management in the market entry process. In certain markets (such as Euronext Growth or BME Growth), the role of the “List Sponsor” does not end with the listing of the company, but must continue as long as it remains in the market.
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other numbers like liquidity provider, an auditor or independent experts valuation of the company may be necessary depending on the market in question.
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Finally, depending on the chosen market additional requirements may be required, certain qualifying factors of the governing body, minimum percentage of profits in prior years, valuation, social capital, or certain requirements in terms of minimum shareholding or shareholder distribution, such as shareholders’ holding less than 5 percent. The % of capital represents an estimated value greater than the minimum.
Devesa & Calvo Abogados, firm specializing in labor law
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