General Provisions
You have made the decision to enter the stock market by integrating your business
into one of our holdings and are now operating within the framework of our criteria. We intend
to become your chief advisor and partner throughout the entire process.
The requirements set before your company are based on the terms of global
financial standards, particularly of the London Exchange, and comprise an integral part of our
collaboration. Another significant element is your willingness to follow our recommendations.
These recommendations are based on the understanding of the necessity to conform to
international business standards in regard to accounting, investor and public relations as well
as legal and various other issues.
Depending on the specifics of your business, you may require specialized
services in such areas as real estate, intellectual property and expert evaluation techniques
relevant to your sphere of activities. You will also need to develop an introductory
application, for admitting your company into a holding structure, outlining the reasons why your
company stock will make a particularly attractive project to be financed. This access document
is of great importance, both for us and for future investors, because it contains information
regarding your company’s directors, its financial standing, business activities and strategy and
other relevant information.
Quality of Information Provided
An analytical review (introductory document) is a valuable tool in raising
awareness of potential investors which may be published both to mark admittance to the holding
and regularly in the future.
High quality and orderly presentation of the information relating to your
business within a holding forwarded to the investors are a key component to complete
understanding of your business activities, strategy and prospects, as well as of the holding as
a whole. This may positively affect the liquidity and cost dynamics of the joint shares and
fundraising.
Maximizing liquidity will be one of the company’s and the holding’s essential
joint tasks once the company enters the market. However, planning this trend may begin at the
admittance stage in order to positively affect trading activity from the very start.
Risks and Responsibilities
Acquiring the status of an economically sound project to be financed within a
holding company entails significant changes in company management techniques. The company will
then have third-party shareholders protected by the Companies Act and the Acquisition Code. This
imposes certain responsibilities on the management and the major shareholders. Depending on the
company’s stock ownership structure, its full acquisition may become a reality. The company
management must be prepared to take such risks and to adhere to stricter transparency
requirements and reporting standards, to say nothing of the accompanying inputs of time and
money. Besides, the company will have to make its business information more public than what is
required of a non-public company and manage business and conduct transactions according to the
Exchange Regulations.
A company within a holding company operating on the exchange is also obliged to
keep the holding company informed and updated on a regular basis. The holding company, on the
other hand, provides information regarding the financial standing, output, and business aspect
of the market, which, of course, does not always comply with the desire to protect trade
secrets. In reality, most of the companies find a way to reconcile their business needs with the
regulatory requirements. However, we must keep in mind that this responsibility is a part of
what it is to be a foreign financing project, and as such it must be taken into account. Apart
from adhering to regulatory requirements, the company must find time and resources necessary for
effective communication with the holding company and the market.
Financing
The company needs to provide the capital sufficient to cover the costs of the
company’s financial standardization, regardless of the fundraising outcome during the course of
the IPO.
Lawyers will, as a rule, require stage-by-stage payments, whereas the accounting
firms in charge of the reports are unable to operate on the success-based fee basis because it
violates their independence principle. When necessary, fundraising should be arranged prior to
the upcoming IPO. The financial terms of becoming a part of one of the holdings and obtaining
additional financing for the exchange entry are further discussed with each company
individually.
Finance and Management Systems
Being part of a holding, a company must have management data and financial
report systems at its disposal which enable it to generate monthly management reports (within
three weeks after EOM) and to fulfill its obligations to provide reports stipulated by the
Exchange Regulations. It is of particular importance when the market must be notified of changes
in the company’s performance indicators with regard to market expectations. If the company has
no such system at its disposal or the existing system does not meet the financial holding
company system requirements, the company will have to implement one that does.
In order to cut labor costs (and losses) while eliminating any problems that
could arise prior to the expert evaluation, we may require a third-party accounting firm to
assist with creating, analyzing, and presenting a report on the sufficiency of the company’s
financial statements.
It is important to emphasize that a company cannot have VAT and income tax payables upon entering a holding company.
Financial Reports
The first type of financial reports: «Private» financial reports that are not
intended for publication, mostly required for the purposes of international standardization, as
well as financial project and IPO correction. As a rule, these documents are transacted for the
purposes of financial statistics assessment, systems analysis, analysis of control techniques,
and estimation of current assets.
The second type of financial reports: Publicly available financial data that has
to be provided as part of the holding admittance document. Firstly, it concerns the disclosure
of auditor-certified financial statistics and, if necessary, interim financial statements. It
often includes preliminary financial information and much less frequently — financial
estimates.
Full Report
A full report consists of a detailed business activity report which emphasizes
the company’s financial indicators, economic standards, and core business activities. Sometimes
a special commercial and technical evaluation report is required to analyze the core activity of
the company and the respective market. A full report does not contain future estimates (they
constitute a separate report).
A full report is a private document usually intended only for the holding
company and for the company itself. It is not brought to public attention (with the exception of
certain advisors) including potential investors. The expert evaluation required for the
preparation of this report could prove quite burdensome and inconvenient for the company and the
evaluation itself may take a significantly long time.
A company must provide significant amounts of information and explanations in regard to its
business and financial history, therefore the management should not underestimate the time and
labor costs required of them and the finance services.
This work is often carried out alongside many other types of work involved in
preparing for standardization and IPO. All of these tasks will require the attention of the
management, in addition to their everyday responsibilities for supervising the company’s current
activities. Before beginning the financial standardization process, the management should
consider whether the company possesses sufficient internal resources to meet these needs
simultaneously or whether they should temporarily bring in additional resources to ensure more
effective process management.
It might be more convenient for your company to set up a «data room» containing
financial information before the main work is begun. In this case we recommend that you contact
our accounting firm in charge of the reports relating to your company’s holding placing to
request a preliminary list of the required financial information items that will prove helpful
in performing this work.
Scope of Full Report
A full report is expected to contain a detailed outline of the company structure
and operation. The actual scope of a full report has to be approved by London Issuing as well as
by you and the accounting firm in charge of the reports.
Although the report is created in the most expansive manner possible, in some
cases its scope may be limited. For instance, if the company was not engaged in commercial
activities (e. g. «cash» or investment companies) or when the information is obtained from other
sources, e. g. based on the findings of a commercial or technical assessment.
Since the amount of work is determined individually for every case, a full
report usually contains the following company information:
- Dynamics of financial indicators;
- Taxation;
- Core activities;
- Financial reporting systems;
- Accounting reports policy;
- Management and employees.