A listing process | Spotlight

As a first step towards becoming listed at Spotlight Stock Market a company needs to go through a review process. The review is made to ensure that the company meet the listing demands and that the information in the listing memorandum is relevant, correct, clear and sufficient. The information should be clear and extensive enough for an investor to use it as a basis for an investment decision.

The review process is thorough and asks a lot of the company. It is however well invested time and of big use for the company to be transparent, reviewed and to be more confident in relation to being ready for a life on the stock market. The review can also reduce the risk as Spotlight has gone through all relevant information about the company. The result of the review is a report that along with the company’s listing memorandum or prospectus is the basis for Spotlight’s listing committee’s decision whether the company can be listed or not.

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Review content

Briefly, the due diligence consists of the following steps:

Review of the company

Spotlight review the company with a special focus on its business model, organization/competencies, ownership structure, financial and commercial status, and valuation. The company must meet the stock market’s information requirements and otherwise conduct itself properly and professionally and exhibit sound judgment. Regarding the business model, it is primarily the job of the market to determine whether the model is sustainable and commercially viable. The business model – and the company’s valuation as assessed by Spotlight – must be reasonable.

Review of individuals

We review the following individuals:

  • Board members, including any deputies.
  • Management: The CEO, any Executive VPs, the CFO and any other senior executives who are critical to the business. The CEOs of any subsidiaries are also included in the review.
  • Principal owners: Direct and indirect owners with a holding exceeding 10 percent of the votes or capital in the company. When necessary, the review will also comprise other individuals.

The review comprises the following: 

  • Everyone’s current and previous business ties: Review of their professional experience and any involvement in bankruptcies, to identify irregularities or wrongdoings.
  • Integrity: Information is obtained on the individual’s integrity, including thorough extracts from police records, to identify any signs of impropriety.
  • Suitability and conflicts of interest: Assessment of the individual’s competence and suitability for the position, and analysis of any ties and conflicts of interest the individual may have in relation to the company and its owners and management.
  • Credit check: A credit check is obtained to determine the individual’s principal occupation and financial situation as well as any dependencies on the company.
  • Restriction on business activities and personal bankruptcy: Verification whether the individual is or has been prohibited from engaging in business activities or has filed for personal bankruptcy, to identify any previous irregularities or professional misconduct.
  • Search of the EU’s sanctions list: Verification that the individual is not on the EU’s sanctions list (list of those suspected of involvement in terrorism, association with terrorists, etc.).
  • Media background check: Review of information on the individual on the internet and in other media to identify any signs that the individual may be unsuitable for their role in the company.

Review of prospectus or listing memorandum

Spotlight determine whether the company’s prospectus or listing memorandum meets Spotlight’s requirements according to a memorandum checklist. The requirements essentially correspond to those for prospectuses but are more substantial. We attach special importance to the descriptions of the company’s business model, commercial and financial status, and valuation. Other important areas include equal treatment of stockholders, including the allocation principles used in share issues, and, where applicable, related party transactions.

 

Listing process

The listing process normally consists of the following steps:

Introduction

During preliminary contacts, the company provides basic information on its operating activities, business model, commercial and financial status, and valuation. The purpose is to identify at an early stage any non-compliance or important issues that must be addressed before the company can be listed. If it is determined that the company does not meet the listing requirements, it is informed of this. At this meeting we usually discuss timelines and specific listing requirements.

Preparation of a company review and listing memorandum

A report is the result of Spotlight's completion of the reviewing the company. The listing memorandum or prospectus is reviewed by Spotlight and is a part of the report.

Meeting with the Listing Committee

Spotlight’s Listing Committee examines the review report and listing memorandum/prospectus and decides whether the company can be listed. The Listing Committee is comprised of employees at Spotlight, including Spotlight’s COO, Head of Listings and Head of Market Surveillance. 

Start of trading

If the Listing Committee has given its approval to a company becoming listed, the trading can commence within a few days. Often the company will issue shares in connection with a listing to spread its ownership. In such cases the issue must be completed before trading can begin. The listing decision is often stipulated and the company must address certain issues before trading can begin.