Novus Capital Limited is an investment and financial services company specialising in Investment Banking, Corporate Advisory and Share Trading services for Australian corporate and private clients, and overseas corporate clients.
Time lines will vary markedly depending on the size of the company, its state of readiness, time of the year (December and January are generally not regarded as good times), whether the company is a well known domestic company or a new foreign entity.
The appointment of an experienced team of advisers is essential to the success of an IPO.
Professional advisers typically include:
Professional advisers are involved with the preparation of the prospectus (offer document), participate in the due diligence process for the IPO, price the offering, market the offering to investors and be available to the company for other advice, where necessary, throughout the IPO process.
The due diligence process is run at the same time as the prospectus is drafted.
The Australian Corporations Act contains a general disclosure test for prospectuses which, in summary, requires that a prospectus must contain all the information that investors and their professional advisers would reasonably require to make an informed assessment about:
(a) the rights and liabilities attaching to shares offered; and
(b) the assets and liabilities, financial position and performance, profits and losses and prospects of the share issuer.
Note: This is a general guide to listing requirements and is not exhaustive, nor a guarantee of a successful listing application. For full details of the ASX Listing Rules please refer to Compliance and disclosure.
Because the Corporations Act uses a general disclosure test for prospectus content, it does not set out a “checklist” of all the content that a prospectus must contain. However, in practice a prospectus will usually include key information about the company’s business model, risks, management, financials, and details of the offer itself.
The due diligence process is guided by a due diligence committee comprised of representatives of the company and other parties potentially liable under the prospectus.
The process is undertaken to help ensure that the information contained in the prospectus meets legal requirements and to ensure that any parties with potential liability will be able to rely on due diligence defences in law.
The Corporations Act strictly limits advertising of an IPO prior to lodgement of the prospectus with Australian Securities and Investment Commission (ASIC). However, certain marketing activities can be undertaken to institutional investors, including IPO roadshows, which are a series of meetings between the company, investment bankers and institutional investors are used to generate interest in the offer.
An ‘exposure period’ of seven days starts from the date of lodgement. During this time the prospectus is made available for public review and comment, and during this period the company cannot accept any applications under the offer. ASIC can extend the exposure period to up to fourteen days after lodgement if it needs time to review the prospectus in detail.
Applications from investors can be processed after the end of the exposure period. After this period, ASIC has the power to issue an interim and/or final order to stop the offer if ASIC has concerns about the disclosure in the prospectus.
The formal listing application is lodged with ASX within seven days of lodgement of the prospectus with ASIC. Typically the review and approval of the application by ASX is completed within six weeks.
The offer to retail investors starts after the exposure period and usually is open for a period of 3-4 weeks.