For some business owners, going public is the pinnacle of success whilst for others it is a strategic move. For still others, growth and the need for more capital drive the decision. Whatever the motivation, the issuer should examine all aspects of its decision by asking the following questions:
- Why am I thinking of becoming a listed company?
- Is this the right time to be going public?
- What are the requirements for listing shares and the process?
- Are we prepared for the regulatory scrutiny and transparency that comes with being a listed company?
The precise circumstances behind a company's desire to go public vary but the following highlight the key benefits:
Access to capital
- Diversification of funding options and flexibility in fulfilling capital raising needs to fund current and future growth.
- Offering liquidity to financial, family or minority shareholders.
Visibility, status and valuation
- High visibility and distribution of your shares raises public awareness of your brand.
- Comparison with a peer group of the most well respected companies in Qatar from a wide range of industries.
- Public companies tend to receive more publicity than private companies and as a consequence of liquidity and transparency usually enjoy higher valuations.
- Public companies can be perceived by customers, trade creditors, suppliers and financiers as more stable and trusted given the company's commitment to transparency and disclosure.
For a full discussion of the considerations with regard to going public please see our publication Why List?.
How to List
We summarize in this section the process of preparation and execution involved in going public during which you will receive guidance from numerous third party advisors including lawyers, auditors, investment banks and public relations specialists.
Choosing advisors, auditors and professional business consultants is an important step. For each of these positions you will want to look for particular skills, competencies, knowledge and know-how to ensure that you bring together the best team to help you through the process.
The first step is an initial review of the requirements for becoming a listed company. An applicant must*:
- Be a joint-stock company licensed by the Ministry of Business & Trade
- Have a minimum of 100 shareholders(1)
- Minimum free float of 20%(1)
- Minimum subscribed capital of QR40 million
- Have an audited three year track record
- Publish a prospectus approved by QFMA
- Undertake to adhere to all QSE rules and regulations
- Submit documents as specified by QSE:
- Application form
- Copy of Articles and Memorandum of Association
- Copy of valid Commercial Registration
(1) Subject to limited exceptions.
*For a full discussion of the current QSE requirements please refer to the QSE Rulebook and the QFMA’s Listing Rules, Chapter 4 of the QSE Bylaws.
On the basis of an initial approach to the Ministry of Business & Trade on the process of becoming a public shareholding company the applicant will then approach QFMA for approval of the prospectus. At a later stage a subscription period will be determined after submission of all necessary documentation.
In summary the process can take between nine to twelve months depending on the structure and complexity of the listing scheme. The major steps are summarised below:
- Step1: Initial approach to MB&T
- Step2: Submit listing application and preliminary prospectus for approval to QFMA
- Step3: Submit admission to trading application to QSE
On becoming listed, a company is required both by regulation and market practice to transform the way it operates, the manner in which decisions are made and communications with stakeholders.
The overall regulatory framework is provided by QFMA, QSE Rulebook and Commercial Law No. (5) Of 2002. A listed company agrees to comply with certain requirements in terms of transparency and financial communications. Listed companies must disclose information that is likely to have material effect on the price of its securities, shareholders’ investment decisions or their interests. Such information can be divided into three broad types:
- Periodic financial statements;
- Information related to corporate actions such as an increase/decrease in capital, merger and acquisitions or disposals of assets, dividend payments and other significant events; and
- Ongoing material price sensitive information.
Companies should refer to the QSE Rulebook and Chapter 4 of the QSE Bylaws for full details but in summary the following represent the key on-going disclosures:
- Annual reports audited by independent accountants provided within 90 days of the end of the financial period;
- Semi-annual accounts (reviewed only) provided within 45 days of the end of the financial period;
- Quarterly accounts provided within 30 days of the end of the financial period;
- Immediate announcement to the market of price-sensitive information; and
- Notice to the market of the date of an Annual General Meeting, at least fifteen days prior to the specified date.
In addition to the QSE Rulebook, listed companies are required to adhere to the Corporate Governance Code published by QFMA. The code is a set of rules designed to deliver efficient, effective and entrepreneurial management that contributes to the board discharging its duties in the best interest of shareholders. The code is operated on a ‘comply or explain’ basis which means listed companies are expected to follow the code but if they do not they must explain where they deviate from recommendations and why and publish this in their annual corporate governance.
Please see the QFMA Corporate Governance Code for further details.