Capital Market Support

Leading you company to the next stage

All decision makers will face the situation where their company is at a cross road and they need a balanced decision in which direction to go. Whether it is to finance rapid growth, to prepare for an exit or to facilitate a transfer to the next generation, leading your company to the next stage of its development requires well-founded advice. The Deloitte Capital Markets team is there to listen, test and challenge and to translate your situation into a suite of available solutions based on a breadth of experience of our team. We are there to show and support with a wide range of solutions in Debt and Equity which will help you achieve your goals.

Equity financing via an Initial Public Offering

One route to choose is to take your company public and to tap into the world’s pool of capital available for listed companies. Reasons for listing your company may lie in:

• Diversification of your ownership structure;
• Alternative and less costly access to capital;
• Enhancing the public profile and trust in your company;
• Succession planning and exiting;
• Establishing a take-over currency;
• Establishing a retention tool for your key staff.

Financing the next step in your company’s lifetime can proof crucial and due preparation of a stock floatation is essential. Considering and ultimately deciding to make the leap from private to public requires significant effort from many parts of your business. Our dedicated Deloitte Capital Markets team will support you at every step of the journey both before and beyond the IPO – choosing the appropriate market, preparing your business, executing the public offering and ultimately, establishing yourself as a public company. A good post-IPO performance will lay the tracks for successful follow-on offerings.

Are you ready for this IPO journey?

Preparing for an IPO can be a fulfilling experience for you and your management team if all goes well. Timing, however is key when launching an IPO and rigorous, up-front planning is essential to avoid delays. Pulling an IPO due to poor preparations may set your company back several years in time.
Deficiencies in the planning stage can impact the IPO process in a number of ways:

• Late identification of issues where rectification can delay the timetable
• Lack of skill-set within the organisation to meet the onerous requirements of an IPO process
• Insufficient resourcing to deal with time-consuming IPO requirements, in addition to running the business as normal

A failed IPO can damage the company’s reputation, impact management and employee morale, and result in significant costs having been incurred for no ultimate benefit.

The IPO Journey – Readiness and Value Creation

At Deloitte, we have found that two key elements of good preparation lie in a Value Creation Scan and the completion of the Readiness Review, which helps you identify and address the main IPO considerations in a timely fashion.

Our Value Creation Scan will look at your company with an investor lens and test and challenge your growth assumptions.

Our Readiness Review for businesses that are considering an IPO will assess a wide range of key areas (such as corporate and operational structure, governance, internal management reporting, the controls environment, historical financial track record and reporting, forecasting, financing, executive remuneration and incentive schemes and internal resources) as part of the IPO planning. Ensuring that a company is ready in these areas will allow management to maximise their time on the commercial aspects of the IPO such as interacting with potential investors.

The Deloitte IPO Readiness team can quickly assess your readiness for an IPO and provide detailed practical recommendations built into a tailored IPO timetable. Our approach is underpinned by our IPO diagnostic tool which draws on our extensive experience of previous IPO transactions enabling us to rigorously assess the readiness of each new company that we work with across the whole IPO process.

With our specialised team and our significant Euronext Amsterdam and other capital markets (e.g. Germany, UK and US) experience, we have confidence in delivering the most valuable and cost effective solutions to enable a smooth and efficient IPO process to you.

The IPO Journey – Areas of attention

Based on the outcome of our Readiness Review, together we will take the right steps in assuring that none of the findings can become a blocking point. We will help you on topics such as:

• Board composition;
• ESG;
• Corporate Governance;
• Choosing your market and listing venue;
• Selecting your Bank and Syndicate;
• Executive Remuneration & LTI Planning;
• IFRS financial statements;
• Scenario planning for working capital forecasting and refinancing;
• Prospectus drafting;
• Managing Regulatory Oversight;
• Developing ‘fit-for-purpose’ internal control frameworks;
• Risk management and reporting;
• Change Management for your staff.

The IPO Journey – Our Audit Role

The execution of an IPO normally takes between 4 – 9 months, depending on which market is selected and which regulatory requirements apply. The process relies heavily on the accounting and audit work streams falling into place to meet key milestone dates.

Our Capital Markets experts have unparalleled knowledge and practical experience of listings in the Netherlands, as well as a close network of Audit & Tax professionals in Deloitte offices internationally to ensure that we offer you the best team for listings in overseas markets.

Your team will have Capital Markets professionals to deliver various aspects required during the IPO, including IFRS conversions, specialised accounting, tax structuring, corporate governance, treasury, IT, and financial reporting and controls.

The IPO Journey – Independent advisory and assistance

Deloitte Netherlands can act for clients as an independent advisor and guide you through all stages of the IPO, for example helping you select other advisers, project managing the timetable and offering a second opinion on any issues that arise during the process.

Importantly, we have no institutional shareholder allegiances – we sit on the same side as the board and help to ensure that the perceived conflicts that exist within investment banks are managed appropriately. We draw upon our highly experienced, dedicated team as well as Deloitte’s wider network of sector and regional specialists to provide tailored and truly independent advice to clients.

Post IPO advisory

A successful IPO is a momentous occasion in your company’s life cycle, representing the end of one journey and the start of another with fresh challenges for employees, management and the board. The strain of the IPO process on company resources can often result in minimal planning and preparation for life after the event.

We leverage our extensive knowledge of companies we work with during the IPO process to help them navigate in the unfamiliar waters of public company life. We provide unparalleled “after-care” advice and practical hands-on support post IPO to tackle typical challenges such as:

• Compliance with listing rules and regulations;
• First time financial reporting and peer benchmarking;
• Managing expectation of boards and committees;
• Change management programs for staff;
• Effective governance and internal audit;
• Risk management and reporting;
• Enhancing financial position and prospects procedures;
• Finance transformation and efficiency of finance team;
• Complex accounting following IPO e.g. group reorganisation and share based benefits;
• Ongoing remuneration policy, benchmarking, and establishing long term incentive frameworks;
• Bid defence;
• Preparing a delisting; and
• Managing interactions with investors.

Debt Advisory

Whilst the focus of IPO activity is on the equity side of the balance sheet it is important not to neglect reviewing how the business is funded from a debt perspective. Institutional shareholders of listed companies have different expectations of appropriate levels of leverage for their investee companies to carry. These are often lower than private shareholders and as a result the terms obtainable by a listed company will typically be more favourable than would have been available prior to listing. Listing without arranging appropriate debt facilities, therefore, risks significantly impairing shareholder value. In addition the vast majority of private company debt facilities will contain provisions requiring the repayment of any outstanding debt on the event of a listing.

Our debt advisory team advises Dutch listed and non-listed borrowers on their re-financings and regularly uses this expertise to advise clients seeking to obtain a listing on how to arrange appropriate pre/post-IPO debt facilities on the most borrower-friendly terms available. We are always delighted to provide an update on debt market conditions to any borrower contemplating a listing and our advice combines high-level commercial guidance and practical hands on assistance.

Remuneration structures at IPO

With the intense workload that accompanies an IPO it is easy to overlook remuneration structures. Our market-leading Compensation and Benefits practice advises on all issues from what happens to existing equity incentives to the appropriate levels of salary and incentives in the listed environment. We help our clients navigate the multiple governance and reporting requirements and draft prospectus disclosures on remuneration policy. Our share schemes lawyers and executive remuneration consultants help companies ensure that remuneration appropriately rewards and incentivises both senior management and the wider employee population in the run up to IPO and beyond and that the arrangements are effectively designed, implemented and communicated.