Navigating the IPO
The road to going public
Taking your company public is an important milestone, and whilst the landscape for IPOs is complex and dynamic, choosing the right path is essential. Our guide explores the steps involved in listing on various stock exchanges around the world, from New York to Sydney.
Whether you're a startup or an established business, this guide provides you with the essential information you need to understand the process, benefits, and challenges of going public.
12
Jurisdictions
13
20+
Questions
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Abu Dhabi
Canada
Dubai
France
Germany
Hong Kong
Netherlands
South Africa
United Kingdom
United States
United Kingdom
Canada
United States
South Africa
Australia
Hong Kong
Abu Dhabi
Netherlands
Germany
United Kingdom
France
United Kingdom
There are several options available to companies considering an initial public offering or direct listing in the UK, whether they are domestic businesses or international companies seeking a listing on a globally recognized exchange.
The primary listing segment for commercial companies seeking admission of their shares to the LSE is the equity shares (commercial companies) (ESCC) category of the Official List. Other key categories for share listings include:
The equity shares (international commercial companies secondary listing) category, available to non-UK companies that are seeking a secondary listing in the UK;
The equity shares (shell companies) category which is targeted at shell companies
The closed-ended investment funds category.
For small- and medium-size growth companies, the AIM market also offers an alternative venue to the Main Market.
This guide focuses on companies seeking admission to the ESCC category of the Official List and to trading on the Main Market of the LSE.
About the international IPO guide
Using a question-and-answer format for ease of comparison, this guide delves into the listing requirements and processes in 12 key markets, providing a brief overview of the opportunities and challenges each may present for a particular company.
For each jurisdiction, the guide covers:
Quantitative and qualitative listing standards, board composition criteria,
the regulators and key advisors involved, structuring and documentation considerations and any special listing categories and requirements.
Requirements for listing
Ongoing reporting requirements, specific rules in relation to material and related-party transactions and the principal rules or practices in relation to takeovers.
Obligations post-IPO
Liability considerations and the obligations of shareholders such as beneficial ownership disclosures.
Corporate governance and other considerations
Requirements for listing
Obligations post-IPO
Corporate governance and other considerations
Australia
Saudi Arabia
Hong Kong
Hong Kong Stock Exchange (SEHK)
The listing landscape in Hong Kong is primarily centred on the Main Board of the SEHK, which serves as the principal venue for established companies. Complementing this is the Growth Enterprise Market, which is designed for small and mid-sized issuers.
SEHK also features special listing regimes that cater to applicants of different sectors, including emerging economies industries such as biotech and specialist technology companies, or investment companies. Listing applicants may choose to list on SEHK as primary, secondary, and dual-primary listings.
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These listing frameworks help to position Hong Kong as a diverse and dynamic listing destination.
This section of the guide focuses on listing on the Main Board.
As a firm, we pride ourselves on our ability to navigate complex transactions, seamlessly bringing together our cross-practice experience. Our multi-disciplinary, global team is dedicated to supporting clients through every stage of the transaction to position them for success in the public market."
Raj Karia
Global Head of Corporate, M&A and Securities
Saudi Arabia
Saudi Exchange (the Tadawul)
The Kingdom of Saudi Arabia is home to two significant listing venues in the Middle East region: the Saudi Exchange (the Tadawul), which has a Main Market where the majority of listings occurs, and a Parallel Market (the Nomu) which is exclusive to qualified investors.
As an alternative to listing on the Main Market of Tadawul, Nomu, the Parallel Market, has fewer and less stringent eligibility and other requirements and caters to offerings to qualified investors only.
Other listing options which are not discussed in-depth in this guide include the cross-listing of a foreign listed company on Tadawul.
This section of the guide focuses on companies seeking admission to the Main Market of Tadawul.
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United States
New York Stock Exchange (NYSE) - Nasdaq Stock Market (Nasdaq)
The United States is home to several prominent stock exchanges, with the New York Stock Exchange (NYSE) and Nasdaq the best known. The NYSE, established in 1792, is the largest stock exchange in the world by market capitalization and is known for listing many blue-chip companies. Nasdaq, founded in 1971, is the largest electronic screen-based market and is popular for its high-tech and growth-oriented listings.
Nasdaq includes three tiers each with varying initial listing standards and ongoing requirements based primarily on market capitalization and financial metrics. These tiers provide different pathways for companies at various stages of growth to access public capital.
Non-US companies often choose to list on the NYSE and Nasdaq due to the superior liquidity, attractive valuations and access to a deep pool of sophisticated investors.
As an alternative to listing its shares for trading, a non-US company may elect to list American Depositary Shares (ADSs), which are negotiable instruments issued by a depositary that represent an interest in the underlying shares of the company. ADSs are denominated in US dollars and facilitate a dual listing by assisting the company in accommodating the conflicting market practices of US and domestic investors.
This guide focuses on companies seeking to list on the NYSE or Nasdaq.
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South Africa
Johannesburg Stock Exchange (JSE)
Founded in 1887, the JSE is a premier African stock exchange, offering a platform for companies to raise capital and for investors to trade securities. Companies aiming to list on the JSE must meet stringent requirements to ensure transparency, investor protection and market integrity. These requirements cover incorporation, capital and financial standards, board of directors’ criteria and ongoing obligations post-initial public offering.
The JSE operates two boards. The Main Board caters to companies that meet the JSE’s profit and financial criteria, allowing them to list shares or debt instruments as a primary or secondary listing. The Alternative Exchange Board serves small and medium-sized entities that do not yet qualify for the Main Board, providing them with a listing opportunity.
A primary listing on the JSE designates it as the company’s main exchange, requiring compliance with the JSE’s listings requirements.
A secondary listing occurs when a company already listed on another exchange also lists on the JSE, gaining access to additional investors and increased liquidity. While secondary listings must meet certain JSE requirements, these are generally less stringent.
This guide focuses on the listings requirements for primary listings on the Main Board.
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Netherlands
Euronext Amsterdam N.V.
In the Netherlands, the primary stock exchange is Euronext Amsterdam N.V. (Euronext Amsterdam), which is part of the larger Euronext group.
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Germany
Frankfurt Stock Exchange (FSE)
The FSE offers several listing categories for companies considering an initial public offering or a direct listing of their equity shares, whether they are incorporated in Germany or are international companies seeking a listing on an internationally recognized stock exchange.
The Prime Standard segment is the primary listing segment for companies seeking a listing on the FSE and imposes the highest transparency standards at the FSE. The General Standard segment is primarily suitable for medium-size and large companies that are attractive to German investors but that have opted for a more cost-effective listing.
Apart from these two EU-regulated market segments, the FSE also offers an additional unregulated segment, the Open Market, which is the least regulated segment at the FSE with less strict admission requirements.
The two main sub-segments of the Open Market are:
(a) the Quotation Board, which mainly attracts companies are incorporated and listed in another jurisdiction; and (b) Scale, which involves an over-the-counter trading facility.
This section of the guide focuses on companies seeking the admission of their ordinary shares to trading on the FSE’s Prime Standard segment.
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France
Euronext Paris
In France, the primary stock exchange is Euronext Paris, which is part of the larger Euronext group. Euronext Paris offers a number of listing categories for companies seeking listing and admission to trading in connection with an initial public offering (IPO). Euronext Paris is the main market for larger companies. It includes the regulated market segment, which is subject to EU regulations and is suitable for companies that meet higher regulatory standards (Euronext Paris).
Euronext Growth is designed for small and medium-sized enterprises that are looking for a simpler and more flexible listing process. It has lighter regulatory requirements compared to the main Euronext market.
Euronext Access is the entry-level market for very small companies and startups. It offers a simplified listing process with minimal regulatory requirements, making it easier for new companies to access capital markets.
Euronext Access+ is a step up from Euronext Access, providing additional support and visibility for companies that are preparing to move to either Euronext Growth or Euronext Paris.
This section of the guide focuses on companies seeking to conduct an IPO of their equity shares on Euronext Paris.
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Dubai
Dubai Financial Market (DFM)
The United Arab Emirates (UAE) is home to a number of significant listing venues in the Middle East region.
The UAE has three listing markets to choose from, catering for a mix of local, foreign and UAE financial free zone incorporated companies.
This guide focuses on companies seeking to complete an initial public offering and list their shares on the DFM and the Abu Dhabi Securities Exchange (ADX).
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Canada
Toronto Stock Exchange (TSX)
This section outlines the requirements applicable to a corporation seeking the listing of its equity shares in Canada on the TSX. The TSX is Canada’s primary senior exchange for established issuers and requires an issuer to meet higher standards of listing than other Canadian exchanges intended primarily for smaller and emerging corporations.
There are essentially three ways for a company to become listed on the TSX:
Completing an offering of securities to the public in Canada by way of prospectus (an IPO).
Completing a direct listing (dual or inter-listed); or
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Australia
Australian Securities Exchange (ASX)
The ASX offers multiple types of listings; including standard listings; foreign exempt listings and debt listings for companies seeking to go public by offering shares through an initial public offering (IPO).
A standard ASX listing is the primary listing category for companies and is available to both Australian-incorporated public companies and foreign incorporated or registered companies. Companies that have a standard ASX listing will be subject to the full range of ASX listing rules.
Foreign companies with a primary listing on certain overseas securities exchanges that want a secondary listing on the ASX can seek admission under the “Foreign Exempt Listing” category.
Companies listed under this category will comply primarily with the LRs of their home exchange and are exempt from complying with most of the ASX listing rules.
Companies will find key information on the requirements; steps and considerations necessary to successfully navigate the IPO process and meet the listing criteria for a standard ASX listing in this section of the guide. The guide will also discuss the compliance requirements and impacts on an ASX-listed company’s operations and management.
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Abu Dhabi
Abu Dhabi Securities Exchange (ADX)
The United Arab Emirates (UAE) is home to a number of significant listing venues in the Middle East region.
The UAE has three listing markets to choose from, catering for a mix of local, foreign and UAE financial free zone incorporated companies.
This guide focuses on companies seeking to complete an initial public offering and list their shares on the Dubai Financial Market (DFM) and the ADX.
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Psyche Tai
Head of Hong Kong
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David Jewkes
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Where to list: What do boards need to consider for IPO success?
When a board of directors is deciding where to conduct the initial public offering (IPO) of their company and list its shares, several critical factors come into play.
Explore the key considerations
Saudi Arabia
Dubai
Stephen Kennedy-Good
Director, Johannesburg
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Stock exchanges
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Thomas Vita
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Euronext Amsterdam offers a single listing category for companies seeking listing and admission to trading in connection with an initial public offering.
Euronext Amsterdam is licensed by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) to operate a regulated market in the European Union.
Nasdaq Dubai is the third listing venue located in the UAE but is traditionally not a popular listing venue for equities.
Nasdaq Dubai is the third listing venue located in the UAE but is traditionally not a popular listing venue for equities.
Establishing a special purpose acquisition corporation and completing a qualifying transaction.
This guide focuses on the listing of securities on the TSX by way of an IPO.
including special purpose acquisition companies; and
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Hamed Afzal
Partner
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Hamed Afzal
Partner
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Alex Green
Special Counsel
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