the company listing
guide
the direct listing
Welcome to the FNFTEX!
We hope we can help full-fill your dreams while growing your company Our staff is dedicated to help you, your people and all advisers you will encounter during the process; best described -we think - as a journey.
GET ACCESS TO (MORE) CAPITAL
Benefit from the full potential of capital
markets, including a faster and more efficient capital raising, wider and more diverse shareholder base, stronger credibility for
business partners and employees.
MAKE YOUR SHARES LIQUID
Enhance your visibility towards investors and make their investors shares liquid so they don't have to wait for an exit. Make your shares also available with lower market capitalisation, leading to improved price formation and trade execution. Have also immediate access to cheaper capital when the share price goes up.
CREATE HUGE BRAND AWARENESS
Take advantage of more or even a continuous publicity from the day your company will be listed and as long as it remains listed.
a special segment created
for smal & medium sized enterprises (SME's)
The FNFTEX has a special section for entrepreneurs who want to raise capital on a regulated digital exchange.
We provide the infrastructure where you, as entrepreneur, you can list, trade and secure your equity in a safe enviroment where Decentralised Finance tools cut out all middleman needed.
As we also require the same level of information from the listing companies, its has the quality, transparency and reliability you are used to.
EQUITY
The opportunity to sell (part of your) shares and raise capital for growing your company, extending your business or finance a acquisition.
The buyers of your shares can buy and sell and keep their own money liquid and choose their own exit as they can take (hopefully) profits when your share price rises.
BONDS
If you can't or don't want to sell equity for raising capital, there is the possibility on issuing (high yield and/or convertible) bonds. Loans with an interest rate linked to your risk profile and if you wish also convertible for shares.
RTO
You can expedite the process by opting for an RTO, a reversed takeover. Through this method, you list your company through amalgamation, essentially merging with an already listed company where you receive a significant portion of the shares in return. This not only reduces costs but also ensures a notably swift path to listing.
content
This brochure serves as a guideline. We have a plethora of additional materials, including example documents, prospectus guidelines, rules, and regulations—too much to discuss here.
However, rest assured, these materials will be provided automatically during the journey, only if/when needed.
Based on our experience, the initial questions can be categorised into three main aspects.
While we prefer to initiate the discussion with a more tactful approach, the primary question should concern the associated costs.
The second inquiry pertains to the timeframe, and the third centers around the content of the journey itself. This includes questioning whether this endeavour aligns with your company's objectives.
Therefore, the process involves elaborating on these questions in detail, providing comprehensive information as needed.
section 1
the costs
There is no fixed menu for the simple reason that every direct listing is unique. Some take a considerable amount of time, while others do not. Some companies are fully prepared for listing, while others are not at all.
However, it's not that straightforward.
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Listing Costs:
To initiate the listing process, we need to verify several documents and statements. It's important to note that our listing costs do not cover the production of these documents.
Other costs you could expect
To generate all the required documents, there might be associated costs. Please verify if all the requested documents are already available on page 11.
For listing company shares or an ETF, which involves a more complex process, the expenses will be contingent upon the rates charged by your professionals, such as your accountant, lawyer, or notary.
extra help when it gets complicated
For more complicated listings we advise to hire an FGA, (FNFTEX Guiding Advisor).
The FGA will charge you a fee around covering all costs (legal, business and accounting) included.
Contact us for hiring a FGA and ask for an estimation of costs specific for your situation.
our value packages
The value packages means fixing the full costs of the process; all regular advisers included.
With a value package you avoid any financial surprises and are sure you end up being listed on the FNFTEX,
From start to listing; fully inclusive (ex VAT). Be aware that you can still opt for the “appoint yourself” option and don’t have to buy into a “value package”
This includes:
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An FGA
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Accountants costs
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Legal (lawyer) costs
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Legal advice
Our Value packages are related to the percentage of equity you wish to float and the amount you wish to raise from the market. When closing a “Value Package” agreement you have to allow a 15% overspending above your cost for reasons of unexpected situations. This will be documented.
fix the costs
As important as the cost involved will be, the time it takes to get listed is also crucial. If the timing is too short, the result can be poor. On the other hand, if it takes too long, things are likely to lag behind reality.
If you are listing a tangible asset, such as a painting, and have the requested documents prepared, you can be listed within 48 hours. However, when listing company shares, ETFs, or funds, the timing can be harder to predict without knowledge of your company. Sometimes restructuring your company is necessary, and obtaining governmental licenses and more can be time-consuming.
However, sometimes a company is set to go and/or has hardly any history to investigate; sometimes, a review of a decade of financials, multiple shareholdings, and tax structures is needed.
Regarding timing, your reactivity is likely to be the determining factor for a timely result. But to give you a very wide ballpark figure, the fastest ever will be 2 weeks from the start, 48 hours after delivering all documents.
time line
Your cooperation and speed is also key in determining the “time to list”
the journey
There are 3 sorts of journeys; from the simple one in listing a tangible asset like a painting, to a relatively simple procedure for listing company shares and the long procedure for more complicated listings. What your procedure will be? Contact us…
management assesment
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Assess the alignment of taking the company public with its business objectives.
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Examine the business plan and policies for coherence with the decision to go public.
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Evaluate the need for external financing to advance the business plan.
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Scrutinize the company's financials over a three-year period, if available.
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Evaluate the tax implications associated with the decision to go public.
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Collaborate with management to gauge the readiness for the public offering.
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Collaborate with management to interview and select a proficient team of advisors, including: a. Underwriter/Investment Dealer (potentially serving as the Sponsor, if required); b. Auditor; c. Securities lawyer; d. Investor relations firm, if necessary.
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Secure a sponsor if needed (in case the underwriter is not fulfilling this role).
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Organize internal documentation to facilitate efficient completion of the prospectus and due diligence.
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Prepare for ongoing compliance with continuous disclosure obligations.
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Evaluate the suitability of the current Board of Directors and ensure compliance with regulatory requirements for a public company.
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Establish an audit committee.
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Cultivate a public company mindset.
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Decide on the communication strategy for conveying the company's message to the investment community.
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Assess whether the company meets the initial listing requirements of the chosen Exchange.
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Initiate contact with a FNFTEX Business Development professional for a pre-assessment meeting.
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Direct professional advisors to initiate the IPO and/or listing procedures.
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Compile the necessary financial statements for the IPO, adhering to generally accepted accounting standards.
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Task lawyers with drafting essential legal documents.
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Collaborate with underwriters to initiate the due diligence process for the deal and individuals involved, including formal review sessions with management, counsel, and auditors.
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Identify the most appropriate listing vehicle for your company.
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Prepare pertinent listing application documents (e.g., prospectus, listing application, annual information form), typically with the assistance of lawyers, auditors, and other professional advisors.
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Commence the creation of marketing materials and the "road show" presentation to introduce your company to investors.
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Submit initial documents to the relevant securities commission(s) and your chosen Exchange.
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Await the review of initial submission documents by the relevant securities commission(s) and/or the Exchange, which will identify any deficiencies and communicate them, along with other comments, to your company and professional advisors.
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Address deficiencies in the application and respond to other comments with the assistance of your professional advisors to meet the satisfaction of the Exchange/relevant securities commission(s).
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Await conditional approval of your listing from the Exchange.
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Commence presentations to potential investors.
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Determine the initial share price.
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File the final prospectus and launch your offering.
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Fulfill all conditions outlined in the conditional acceptance letter issued by the Exchange.
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Achieve status as a publicly traded listed company.
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Participate in a Listing Ceremony with FNFTEX to celebrate the successful listing.
preparation
listing process
closing
what to bring to the table
at start
01
copy passport
COPY of a VALID PASSPORT to establish the owner (with companies that would be the UBO(’s) Ultimate Beneficiary Owner
02
proof of Address
PROOF of ADDRESS of the (ultimate) owners. This could be one of the following and no older than 2 months, with the name of the (ultimate) owner and his/hers address: . • Energy or Telco invoice • Tax statement • Bank statement You may blank out confidential information.
03
A company business overview
Explain in a Pitch Deck form what the companies is about.
Ownership structure (cap-table)
A new ownership structure will be a balance between controlling interests and the liquidity. Key People Overview of the key people and a short CV.
04
Financial information
Two years of audited financials (or such shorter period that your company is in operation). Corporate structure All contractual rights, assets and IP of your company that is required for the execution of business activities; draw the company structure “tree” A ball park on the companies valuation What do you think your company is worth. Do you have benchmark companies a
what's next
1
I want to schedule a meeting
We can help and schedule an (online) meeting to answer any questions left or advise you a your listing.
2
I want to apply
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3
need more information
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