Is the MSM right for my company?
A company on the MSM needs to place a minimum of 25% of its shares in public hands and, normally, requires a 3 year trading record. EU regulatory standards apply as MSM is a "regulated market" under EU directives.
Benefits of listing on the MSM
- euro quotation – attractive to Eurozone investors
- a liquid market for your shares
- dual listing enabling a flexible investor strategy
- diversified shareholder base
- enhanced profile with stakeholders
- ability to fund growth organically and by acquisition
- fulfils EU regulatory requirements
Preparing for listing on the MSM
In advance of engaging in the listing process you may require additional skill sets, resources, systems and changes to your company. This pre-listing preparation ensures that your company and directors are in position to meet the regulatory requirements of a listed company and the expectations of the investment community.
A checklist for pre-listing
- a compelling and robust business plan
- clear, transparent and appropriate legal and taxation structures
- strong capable management team
- appropriate board structure and board members
- strong systems of internal control and financial reporting
- an investor relations strategy to include communications, disclosure and accountability to investors
- identify and meet potential advisors
An MSM listing involves the preparation of a prospectus document which is approved by the Central Bank of Ireland (or your equivalent home regulator). The prospectus is also submitted to the ISE to demonstrate compliance with the Listing Rules.
What is a prospectus?
The prospectus provides information for investors on your company's story - how your company has developed and what your plans for the future are. The key areas to include such as your strategy, financial statements, directors and management are set by EU regulatory standards. Your equity sponsor oversees the preparation of your prospectus document.
How long does it take?
If you have prepared well, the listing process takes about 6 months and includes:
- Due diligence by lawyers and accountants
- Preparation of the company and its directors for transition to a listed company status
- Drafting, submission and approval of the prospectus
- Satisfying ISE listing requirements
- Marketing of the shares by the company and its sponsor / broker
- Completion of the issue, receipt of monies, and commencement of trading in the shares
An indicative listing timetable
|3 - 6 months to IPO|
- Appoint and instruct advisors
- Agree timetable
- Commence due diligence process (legal and financial)
- Commence drafting prospectus
- Establish share option scheme (if applicable)
|2 - 3 months to IPO|
- Commence legal and financial due diligence reports
- Develop and refine your company's story
- Continue drafting prospectus
- Draft analyst research report
|1 - 2 months to IPO|
- Commence pre-marketing and get analyst research published
- Prepare investor presentations for roadshow
- Finalise prospectus for submission to Central Bank of Ireland (or equivalent home regulator) for approval
|1 month to IPO|
- Submit listing and admission documents to the ISE for review
- Commence roadshow and bookbuild for the shares
|1 week to IPO|
- The Central Bank of Ireland (or equivalent home regulator) approves the prospectus
- Submit formal application for listing and admission to the MSM to the ISE
- Finalise share pricing and allocation of shares
- ISE admits shares to listing and trading on the MSM
Role of advisors
Advisors play a key role in assisting you throughout the listing process.
|Assists in co-ordinating and guiding you through the listing process. Equity sponsors are vetted by us and included on our equity listing sponsor directory (62 KB).|
|Broker||Prepares company for investor roadshow and manages all aspects of marketing, distribution, allocation and pricing of the shares. Depending on the size of the offering you may decide to engage more than one broker |
Carries out legal due diligence, drafting and verification of prospectus and completes other legal aspects of the process
|Accountants||Completes financial due diligence, working capital, drafting financial aspects of prospectus and carries out other financial and taxation aspects of the process|
|Registrar||Records share transactions and shareholder register(s)|
|PR||Develops PR strategy and advises on how to handle media and investor relations both pre and post listing|
Life on the MSM
To achieve a share price that reflects the value of your company, complies with EU regulatory standards and meets the expectations of investors, life on the MSM involves:
|Disclosing information to the market||Publication of annual and half yearly results, trading updates and price sensitive information on an ongoing basis|
|Managing investor relations||Commitment from key executives to provide timely and effective communication to shareholders and potential investors|
|Monitoring investor trends||Proactive use of your share register to promote your business and broaden your investor base|
|Meeting corporate governance standards|
Adherence to corporate governance standards expected by investors in areas such as:
- board leadership and effectiveness
- shareholder relations
|Restricting share dealings||At certain times all directors and some employees of your company will not be allowed deal in your shares|
MSM fees for companies
The fees for MSM companies depend on the type of security listed and other factors. The MSM initial fees for companies (46 KB) and MSM annual fees for companies (44 KB) provide more information. A summary for equity shares is provided below.
Initial listing Fee
|Depends on the nature of the transaction, the monetary value of the shares to be issued and the company's country of incorporation.|
3 days prior to admission
|Annual fee||Depends on the nominal value of the listed shares. A minimum charge of €6,350 applies.|
on admission and each anniversary date
Rules and forms for MSM companies
Irish registered MSM companies also need to consider the Central Bank of Ireland Securities Market Regulations
There are some pre-listing forms and checklists for MSM companies which are handled by your equity sponsor.
List of MSM companies
Need more INFORMATION?
We are launching a structured support programme in January 2015 to equip potential IPO companies with crucial skills in capital raising, investor relations and business management.
Are you more suited to the Enterprise Securities Market (ESM)? ESM companies tend to be growth companies in earlier stages of development.