Fox Capital Logo

Corporate Finance

IPO and capital markets

An IPO can raise equity capital and/or enable the sale of existing shares. It also changes governance, disclosure and ongoing capital-market communication.

Preparation and market conditions both affect IPO feasibility. Lead time depends on the starting position and chosen market segment. Accounting, reporting and governance requirements must be assessed for the specific offering. The market and regulatory context described here is Germany, not Switzerland.

A dual track can be useful where both an IPO and a sale are realistic alternatives. Shared preparation must be weighed against additional costs, management workload and confidentiality risks. A stronger negotiating position or continuation of either process is not guaranteed.

One uncomfortable question belongs at the start: do the shareholders actually want the publicity? Reporting under the chosen segment rules, investor communication and a share price that reacts to news. For some family owners a private capital increase is the better answer.

A listing is worth considering when

  • Company size and investor demand support a commercially viable listing
  • There is a credible equity story and, where capital is raised, a clear use of proceeds
  • Accounting and reporting meet the chosen market and segment requirements
  • Shareholders accept publicity and free float

Key facts

Lead time
Depends on readiness and market window
Free float
Subject to market, segment and applicable rules
Segment
Scale, General/Prime Standard
Accounting
Subject to applicable prospectus and segment requirements
Costs
Transaction-specific; based on commissioned services

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
  • ›Assess a suitable legal form with legal advisers
  • ›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

Parallel IPO and sale preparations can share some workstreams but also create separate costs and coordination needs. Additional effort depends on scope, progress and advisers involved; budget and decision points are agreed case by case.

  • ›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

    Commercial coordination of the structure; legal form, shareholder agreements and tax matters are reviewed by separately mandated legal and tax advisers.

  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

    Coordination of required documentation. Legal prospectus work, legal due diligence and tax advice are undertaken by authorised advisers; auditors handle audit-related documentation.

  5. Step 05

    Marketing

    Commercial preparation and process coordination. Research, bookbuilding, order acceptance, pricing and regulated placement are undertaken by appropriately authorised institutions.

  6. Step 06

    Listing and beyond

    Coordination of the transition to ongoing investor relations. Any stabilisation measures are undertaken by appropriately authorised institutions; lock-up arrangements are reviewed by legal advisers.

From practice

Where it usually gets stuck

The numbers arrive too late

Required historical financial information, interim figures and any IFRS conversion should be planned early against the specific prospectus and segment requirements. Preparation effort and its effect on the timetable depend on the starting position.

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.

Get in touch now