Listing Process and Timetable

It is important to plan how you and your management team will work through the various steps outlined below to complete your listing application.

The team at NZX is available to talk through this process and provide further information at any time.

Before starting a formal listing process, a company may take 12 months or more to prepare and plan.

• Ensure a high quality management team is in place, including a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO)
• Assemble an experienced board. Directors need to be willing to be involved in the process and should have experience not only in the company’s particular industry, but also in the governance arena. At least two of your directors will need to be independent
• Appoint capable and experienced advisors with market standing – lawyers, accountants, financial advisors and brokers
• Developing an investor relations strategy early on in application process will help to create increased profile for your company and awareness ahead of the listing day
• Solve any key outstanding business issues
• Prepare offer/listing documentation
• Prepare an application for listing and quotation

There are two key methods to achieve a listing and quote equity on NZX outlined below:

• Initial public offering (IPO)
• Direct listing

The process for seeking relevant approvals from NZX is essentially the same in both cases.

Initial Public Offering (IPO)

An Initial public offering (IPO) is where capital is raised at the same time as coming to the public market. The formal IPO journey takes four to six months. This is centred on preparing and filing an offer document to inform potential investors about the kind of investment they are making. It describes the key features and risks of the business, and contains historic and forecasted financial figures.

People who are involved in the formal listing process are:

• Accountants prepare the financials statements, audit them, and perform a financial due diligence on the company e.g. visit factories, interview suppliers and customers
• Lawyers check the offer document for compliance with securities laws and stock exchange rules and perform legal due diligence on the company e.g. checking terms of key contracts
• The directors of the company sign off on the accuracy of the offer document
• An investment bank or broker helps the company present itself to potential investors, advises the company in setting a share price, and distributes the shares being offered to new institutional and retail shareholders

Direct Listing

A direct listing is where an applicant that is privately-owned, or already listed on a stock exchange in another jurisdiction, lists and quotes its existing securities without making a public offer. This means it does not increase the number of securities on issue, and does not raise any additional money making it a more streamlined process and faster to market than an IPO. The steps for a direct listing are as follows:

Engage with advisors

• Advisors will provide guidance for all of the steps in the process, including legal and financial
• Listing on the NZX Main Board also requires the submission of an application for listing and quotation to NZX, via an organising participant (effectively NZX accredited brokers)

Listing document - The Profile

• A profile is required as an alternative to a Product Disclosure Statement (PDS) when there is no public offer of securities
• General listing criteria are still mandatory before listing, including spread requirements

Lodge listing application

• Primary Listed issuers are required to comply with all of the Listing Rules, subject to any waivers and/or rulings granted by NZ RegCo. During the listing process, the applicant may seek waivers from certain Listing Rules if it is unable to comply due to structural, jurisdictional or legislative reasons

Listing document review

• The listing process usually begins with a draft copy of this document being provided to NZ RegCo for its review (together with material incorporated by reference).
• Applicants should anticipate the review and approval process taking four to six business weeks as part of timetabling, from the date of initial submission