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Corporate Finance

IPO and capital markets

A listing is not a funding event. It is a decision about how the company will be run from then on.

Most IPOs fail on preparation, not on the market. Twelve to eighteen months is realistic if consolidated accounts, quarterly reporting and governance still have to be built. Compressing that timeline usually shows up later as a valuation discount.

We almost always suggest a dual track. Preparation for a listing and for a sale overlaps heavily — numbers, equity story, due diligence readiness. With both options open you negotiate better, and if the market window closes the process does not stall.

One uncomfortable question belongs at the start: do the shareholders actually want the publicity? Quarterly figures, analyst calls, a share price that reprices every piece of news. For some family owners a private capital increase is the better answer.

A listing is worth considering when

  • Expected market capitalisation above roughly €250m
  • There is a growth story with a clear use of proceeds
  • IFRS accounts and quarterly reporting are achievable
  • Shareholders accept publicity and free float

Key facts

Lead time
12–18 months
Free float
usually from 25%
Segment
Scale, General/Prime Standard
Accounting
IFRS
Cost range
4–8% of issue volume

Building blocks

The workstreams before day one of trading

IPO readiness check

A sober inventory: accounting, consolidation, internal controls, legal form, shareholder structure, board composition. The output is a list with owners and deadlines — a build plan rather than an assessment.

  • Gap analysis on reporting and governance
  • Conversion into an AG or SE
  • Supervisory board and remuneration

Equity story

The story has to survive the third investor meeting, not just the first. That needs a defensible market definition, a peer group you are willing to be measured against, and KPIs management can still steer by in two years.

  • Market definition and peer group
  • KPI set for capital-market communication
  • Use of proceeds that stands up

Dual track

Listing and sale process run in parallel until shortly before the decision. It adds maybe twenty per cent of effort and improves your position substantially — with investors and with strategic buyers alike.

  • Parallel preparation, late decision
  • Confidentiality in both tracks
  • Abort criteria defined upfront

Capital increase as an alternative

Not every growth plan needs a listing. A capital increase with an anchor investor, a silent participation or a pre-IPO round brings money in without building the full capital-market infrastructure — and keeps the door open.

  • Pre-IPO round with anchor investor
  • Convertible as an interim step
  • Valuation without market pressure

Process

The route to a listing

  1. Step 01

    Readiness and timetable

    Inventory, gap list, a realistic timeline around market windows. The dual-track decision is taken here.

  2. Step 02

    Structuring

    Legal form, group structure, shareholder agreements and the tax treatment of any share sale within the offering.

  3. Step 03

    Bank selection

    Choosing syndicate banks on research coverage, placing power and terms — not on the highest indicative valuation.

  4. Step 04

    Documentation

    Prospectus, legal and financial due diligence, comfort letters, coordination with the regulator.

  5. Step 05

    Marketing

    Analyst presentation, research, roadshow and bookbuilding through to pricing.

  6. Step 06

    Listing and beyond

    First trading day, stabilisation, lock-up — and an investor relations routine that still works in year two.

From practice

Where it usually gets stuck

The numbers arrive too late

Three years of audited IFRS accounts plus interim figures. Starting that after the mandate costs a market window. Building consolidation is the longest path in the plan and belongs at the front of it.

Management is not capital-market ready

A CFO who cannot field investor questions on margin and capital employed costs valuation. That is a matter of rehearsal, not expertise. We practise those meetings long before the first investor is in the room.

Questions

Common questions on IPOs

Is your company capital-market ready?

We run the readiness check and tell you what is missing — and whether a dual track is the more pragmatic route.

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