Author Archives: Scribestar

The cost of listing in 1986 versus today, and the role of the Prospectus

 

“London Stock Exchange published our article on the cost of listing in 1986 versus today. You can read it below and also access it here on the LSE webpage

How much did it cost to list and raise money on the London Stock Exchange in 1986, and how does that cost compare to 2021? A possible answer can be found in two very interesting papers published 35 years apart.

The first is a Bank of England paper from December 1986 titled “New issue costs and methods in the UK equity market” [1]. The other is a comprehensive report on the primary and secondary equity markets in the European Union, commissioned by the European Commission and produced by Oxera Consulting LLP in November 2020 [2].

Total Listing Costs

According to the Bank of England the average total cost of a new listing in London via a public offering was about 15.3% of amount raised (Table 1). Figures were calculated on a sample of 57 offers for sale between 1983 and 1986 – most of them under GBP 10m in 1986 money, or GBP 30m adjusted for inflation.

Table 1: Cost of listing as percentage of amount raised in 1986
Source: Bank of England

In 2020 Oxera estimated the financial cost of an IPO in an EU-domiciled venue (including London) to be in the region of 5% to 15% of gross proceeds,“…although this can be higher for those raising smaller sum”.

The Federation of European Stock Exchanges (FESE) estimates the initial costs of listing in Europe to be 10-15% for an IPO of less than EUR 6m; 6−10% for an IPO of less than EUR 50m; 5−8% for an IPO of between EUR 50m and €100m; and 3−7.5% for an IPO of more than EUR 100m [3].

In percentage terms the listing costs are disproportionately higher for small and medium-sized enterprises (SME), making access to capital public markets for those companies more costly and potentially less appealing.

Total IPO costs – 1986 vs 2020 – it’s a draw:

1986 2020
15% Up to 15%

Direct Listing Costs

The pure direct costs of the listing exclude underpricing, and generally consist of fees paid to the underwriters/ bookrunners, accountants, lawyers, advisers, the listing venue, the regulators, but also service charges by PR firms, financial printers, and other providers of professional services.

In 1986, on the same sample of listings the Bank of England calculated the direct costs of a listing in London to be 10.6% on average (Table 1). On a typical offer for sale (listing) of GBP 7m (approx. GBP 21m in 2021 money) presented in the Bank of England paper these expenses amount to GBP 562,340 (GBP 1.7m today) or 8.0% of total amount raised (Table 2).

Table 2: Expenses on a GBP 7m raise in 1986 (approx. GBP 21m today)

Source: Bank of England

Some 35 years later Oxera estimates the same at 8%, based on an assumed gross deal value of €60m (Table 3).

Looking at a more granular level, in their earlier analysis Oxera found the combined cost of legal expenses, accounting and auditing fees, advisory fees, printing, PR, and other accounted for approximately 3−6% of the funds raised for a typical issuer.

In the Bank of England example from 1986 the equivalent cost items come out at 4.7%, within the range of Oxera’s estimates 35 years later.

Total direct IPO costs – 1986 vs 2020 – again, it’s another draw:

1986 2020
8-10.6% 8%

Cost of prospectus and how regulations affect it

Often, we hear that producing the prospectus is a costly, complex, and time-consuming process.

Back in 1986 as well as today the prospectus was the central disclosure document a company needed to prepare in order to list. Then as now, producing a prospectus is considered a costly, complex, and time-consuming process for issuers.

The Bank of England in 1986 comments that“…the preparation of the prospectus involves considerable work and cost in terms of accountancy and legal fees.” Years later Oxera further elaborates that the increased length and complexity of the prospectus documentation is part of what many issuers attribute to the high and growing cost of listing.

Though one will often hear that the size and complexity of a Prospectus is the product of growing regulatory requirements (and that the solution is in reducing the regulations and disclosure requirements for issuers), Oxera’s research offers an additional perspective. According to their conversations with issuers the reason for the increased size and complexity lies in the evolution of market practice (and risk averse legal advisers and senior management) rather than the regulatory requirements alone.

Both the Bank of England and the Oxera also conclude that smaller size of the issuance does not necessarily mean less disclosure, a shorter prospectus, or lower cost. In terms of fees for producing the prospectus, Bank of England concludes that this is depended on the complexity of the issue and not directly related to its size; whilst Oxera finds that prospectus length is not proportionate to market capitalisation.

The European Commission has tried to shorten the prospectus and lower the cost by introducing the EU Growth Prospectus which is intended to allow for “lighter disclosure”. Though the use of the Growth Prospectus is still not widespread, Oxera found the feedback from market participants to indicate that the introduction of the SME Growth Prospectus has not resulted in a substantial decrease in the length of the prospectus.

The Oxera paper goes on to explain that although the number of document sections that form part of the EU Growth Prospectus has been reduced by new regulation compared to a normal prospectus, the number of elements included in each section of the prospectus has increased.

Conclusion

Looking at the figures and the persistence of issuer challenges in both the 1986 and 2020 reports it looks, at face value, not much has changed in the intervening 35 years.

Certainly not in terms of the direct costs and fee structures. With so many years of capital markets development and technological progress the stand-out question is obvious: how come we’re still in the same place?

In our experience, the rate of tech adoption in this particular nontrading or “admin” part of capital markets processes has been significantly slower than it has been on the trading side.

We’re determined to change this. We at ScribeStar believe that technology can lower the costs of listing while improving the level of compliance and making the overall process more enjoyable.

Our platform allows listing documentation and transaction management to be done much faster and more efficiently (according to our clients in 50% of the time – watch this video by the London Stock Exchange in the related content section.)

[1]https://www.bankofengland.co.uk/-/media/boe/files/quarterly-bulletin/1986/new-issue-costs-and-methods-in-the-uk-equity-market.pdf?la=en&hash=198D3F623920CBEF42551BF4CEC0B54C2207B38B

[2]https://www.oxera.com/wp-content/uploads/2020/11/Oxera-study-Primary-and-Secondary-Markets-in-the-EU-Final-Report-EN-1.pdf

[3]https://fese.eu/app/uploads/2020/03/200224-European-IPO-Report.pdf 

[4]https://www.lsegissuerservices.com/spark/scribestar-listing-cost-1986-versus-today

In Conversation with Stuart Quinlan, deputy CEO and COO of Conduit RE

 

Scribestar - Conduit RE
Interview with Stuart Quinlan – Deputy CEO & COO – Conduit RE

In December 2020 Conduit RE, a Bermuda-based pure-play reinsurer raised capital through a listing on the London Stock Exchange. At USD 1.1 bln it was the largest IPO in London in Q3 of 2020, and a great success for the newly established Company.

We kindly asked Stuart Quinlan, the Deputy CEO and COO of Conduit RE for his feedback so we could share this with others who are thinking of coming to market or are already listed and are looking at ways of digitizing the capital raising process and ongoing compliance. 

Hi Stuart, thanks for speaking to us today. Can you tell us more about yourself and Conduit’s IPO?

I’m the deputy CEO and COO of Conduit, a newly set-up specialty reinsurance underwriting business. We’re a well experienced team of professionals based in Bermuda. We used ScribeStar for our US$1.1 billion IPO on the London Stock Exchange Main market in December 2020.

Our deal-team on this transaction consisted of Travers Smith acting as our UK legal counsel, Conyers Dill & Pearman as legal advisers in Bermuda, Kinmont as financial advisers, in addition to Jefferies and Panmure Gordon (the bookrunners) and BDO as the reporting accountants.

In total there were 100 professionals working on the transaction.

Can you walk us through the IPO process and compliance obligations from an issuer’s perspective?

Preparing an IPO is an extremely intensive process but doing a $1.1 billion IPO from scratch in a matter of weeks is an incredible achievement – ScribeStar made it so much easier to project manage the drafting, verification and regulatory aspects of the most complex and time-critical documentation – the registration document and the prospectus.

We as the issuer, and the whole deal-team had full control over the crucial workstreams involved, and thanks to ScribeStar we had more confidence that we’d hit the market at the planned time. I haven’t come across any other platform or technology that accomplishes what ScribeStar does. It is incredibly innovative, but yet a simple solution that’s easy to understand and deploy.

We’re very proud of what we were able to accomplish in a very tight time frame.  It was vital that we raised the capital and completed the IPO no later than the first week of December 2020, to give us time to deploy the capital and underwrite the reinsurance risks we bound from 1 January 2021.

Since we became a public company, we started to use ScribeStar for other work as well, for example drafting and issuing RNS announcements (ScribeStar was used to draft our preliminary results announcement issued on 23 February 2021). I think ScribeStar’s principles of binding the listing and ongoing compliance together in a seamless digital environment is a great idea.

What do you think stock exchanges and regulators could do to make market access easier for the issuers?

From an issuer’s point of view, the listing and compliance processes need to become easier. Doing things in a digital manner has truly transformative potential for the public capital markets. We’ve proven it on our end with ScribeStar.

For the market to move more rapidly, and to make listings more attractive, exchanges themselves should start recognizing this technology as an opportunity to improve issuer services and get more companies to list.

I would personally love to see a digital environment such as this offered directly by the exchange. I see no reason why ScribeStar’s digital way of doing issuances could not be the industry standard. It’s time this part of the market starts transitioning towards a digital future.

There is a compelling business case to be made around it as well, for both the exchange and market participants. I understand that several exchanges are exploring this with ScribeStar, which is a really good sign.

I invite other issuers and law firms to trial the technology. The more parties that are using it the sooner we move the needle on systemic digital transformation in capital markets work.

ScribeStar and Reynen Court announce partnership on unique capital markets technologies

ScribeStar, a digital ecosystem that improves efficiency and reduces the cost and time required for document production for capital markets transactions, today announced a partnership with Reynen Court. ScribeStar will feature its capital markets offering in the Reynen Court Solution Store, making it available for containerized deployment to law firms and corporate legal departments through the Reynen Court platform.

“We are incredibly excited that ScribeStar, as a leading capital markets solution provider, has joined our family of vendors helping to speed the sourcing and deployment of solutions through our platform,” said Christian Lang, Reynen Court’s Head of Strategy. “I have no doubt ScribeStar’s unique offering, focused specifically on generating efficiencies in capital markets documentation drafting, will be a key solution for our platform and provide significant value add to our community of legal users.”

The Reynen Court platform combines a solution store for legal technology along with a powerful control panel that makes it easy for law firms and legal departments to run cloud-based applications either on-premises or within virtual private clouds, thus enabling firms to access modern cloud-based solutions without sacrificing security or stability. The platform also enables firms to manage software subscriptions and provides usage monitoring and advanced application-specific metrics to aid better predictability of IT software and infrastructure maintenance and expenditure.  It is supported by a consortium of 20 leading global law firms co-chaired by Latham & Watkins and Clifford Chance, with Paul Weiss serving as vice-chair.

A crucial factor in the post-Covid world for lawyers is the time taken to improve their workflow and they are seeking new technologies to help with this. The consortium of firms backing Reynen Court recognized the need for a single place to access curated and vetted solutions. ScribeStar’s selection by Reynen Court shows that it has been recognized as the best-in-class technology and vetted as a secure solution for use on capital market transactions internationally.

ScribeStar has so far had over 50 transactions on its ecosystem allowing deal teams from around the world to work together. ScribeStar’s clients have seen up to 50% reductions in the time taken to complete issuance documentation on first issues, and even more on follow on equity issues, and the company is now seeing interest in complicated bond documents such as those for high yield bonds. ScribeStar’s software allows capital markets deal-teams to work in a controlled, role based environment, where they can draft, review and approve complex documents, perform backup, circle-up and meet regulatory requirements – all the way to final printed versions without involving any third parties. It also includes additional modules for capital markets processes allowing General Counsels to get their securities offering and regulatory documents ready quicker, faster and smarter.

Srinivas Suravarapu, CEO of ScribeStar, said: “We are really excited by the opportunity to deliver our unique technology through Reynen Court and make it accessible to their clients globally. The future of how technology is delivered to drive higher efficiencies is rapidly evolving and capabilities that enable automated compliance, smarter contract documents and data analytics are changing the way lawyers work.

Sri continued: “We are working closely to develop a fully functional and ‘virtual instance’ of ScribeStar for law firms. The ability to deliver the benefits of a SaaS service in the cloud, on or off premise at a low cost, combined with more control for firms and their clients of their data for capital markets transactions would be a first of its kind. There will be a significant reduction in the barriers of cost and speed of procuring technology, thereby enabling clients of law firms to move faster and raise money cheaper. The future of collaboration on capital markets transactions will be different and it will focus on the entire deal team, including regulators, where everyone works in the same ecosystem. This collaboration with Reynen Court highlights our focus and commitment to improving efficiencies for lawyers and their clients in capital markets and driving change for a digital future.”

By providing access to ScribeStar for the time of a transaction, clients are able to massively reduce the burden of capital markets document production cost for all parties. As a business we will be more agile and the assurance our partnership with Reynen Court provides to customers is of immense value. The end goal is to deliver technology that is cost effective and accessible, be it to small or large law firms, and this partnership is strategically aligned with our target market and vision.”

 

Further information:

Contact Simon Barker at:
sbarker@barkercomms.com
+44 7866 314 331

Media Inquiries at Reynen Court
+1.917.588.0746 / +31.623660310
info@reynencourt.com

Conduit Holdings Limited IPO

Conduit’s IPO was a huge success. At USD 1.1 bln it was the largest IPO on the London Stock Exchange in Q3 of 2020.

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