Spain’s IPO resurgence and the path to public markets

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IPO activity in Spain has picked up again, driven by central banks still ready to supply liquidity and by optimistic expectations of an economic rebound following the covid-19 disruption. The market continues to see small and medium sized enterprises and even startups stepping into exchange environments such as BME Growth or Euronext to secure new funding, with mutual funds increasingly participating as well.

Devesa & Calvo, a national commercial law firm with offices in Alicante, Madrid and Valencia, has been an active participant in the surge of listings on European exchanges. The firm collaborates with diverse advisory groups like Intercity CF or Substrate A, and has contributed to listings on BME Growth and on the Euronext platform in Paris. Maria Roldán Llamas, a solicitor in Commercial Law and Mergers and Acquisitions, has been involved in these transactions alongside her colleagues, including the partner who leads the practice and has been handling similar operations for several years.

It is important to understand the regulatory framework that makes such listings possible. The MiFID I directive introduced multilateral trading facilities (MTFs) as alternative trading venues to traditional stock markets. These platforms provide a space where smaller firms can buy and sell fixed income, variable income, and other assets that do not have a formal market. An authorized operator, often an investment bank, facilitates the buying and selling interests of different participants. Regulations exist, but they are typically lighter than those on fully regulated markets, and listing costs tend to be lower.

Spain features notable markets like BME Growth, formerly known as Mercado Alternativo Bursátil, which offers a tailored acceptance process for SMEs seeking investors. Euronext serves as the European analogue, enabling the trading of Spanish securities on a broader stage. The Latibex market also exists to exchange Latin American securities for the euro, broadening cross border access.

Markets accommodate varied company structures. One Person Limited Companies and other small shareholding groups are often able to pursue a public path through versions of a technical listing that does not require a formal change in ownership. A public listing can enhance prestige and brand image, improve relationships with suppliers and banks, and open the door to new growth capital. The listing process also delivers ongoing liquidity for shareholders and may provide a daily, objective valuation of the company.

The requirements to go public vary by market and segment, but common elements are clear. A company typically needs to be in a specific corporate form and to have share records, often requiring a transformation to a suitable legal entity. Public status brings stringent transparency and ongoing reporting duties that extend after the listing and may involve due diligence, business valuations, and a forward looking business plan.

In addition, a sponsor or registered consultant is usually appointed to coordinate and support both shareholders and management during the market entry. In markets like Euronext Growth or BME Growth, this sponsor remains involved for as long as the company remains listed. Depending on the market, other roles such as a liquidity provider, an auditor, or independent valuation experts may be required. There can also be market specific criteria, including profitability thresholds, capital structure rules, or minimum shareholding conditions.

A supplier of legal services can guide a business through these steps, helping ensure compliance with market specific rules and coordinating with the appropriate authorities. The goal is to position the company for a successful transition to the public arena while preserving the core ownership structure and strategic objectives of the business.

Devesa & Calvo Abogados, firm specializing in corporate and commercial law

Office locations and contact information are available upon request to ensure compliant guidance through the listing journey.

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