This is a bit of fun related to an investment chat stream I follow and will be deleted shortly. Unless you are aware of the context please ignore.
Imagine the scene in the office of a senior corporate lawyer (SCL) in the City of London where he and his highly experienced solicitor associate (HES) are meeting Johnny Comelately (for it is he) (JC – no not that one) for their first meeting.
SCL: A pleasure to meet you Johnny. Let me introduce HES who has been involved in the promotion of over 100 listed companies here and elsewhere in Europe.
JC: How are you both? [for he doesn’t know that “How do you do” would be more appropriate].
SCL: We have reviewed your email setting out your plans and confirm that in principle we are happy to act for you and the Newco subject to the following:
- You have appointed advisers approved by us to prepare the prospectus and deal with listing regulations
- You supply us with the usual regulatory information about the individuals who will be funding the company and the sources of the funds being used
- You supply similar details of all directors and any other individuals who have significant influence on the decisions made by the company.
- You explain more fully the reasons for the unusual gifting of Newco shares to shareholders of, what I understand, is an unrelated company.
- You fill in the many gaps there seem to be in putting your plans into effect
- You pay our initial retainer invoice of £50,000 plus VAT for ongoing advice and pay all future charges and costs when billed to you. That is in addition to the £5,000 you have paid for this initial meeting and advice.
JC: OK. I can send you the information you ask for and would like to establish today (a) whether you can actually guide us to the point of being quoted on these two exchanges – X and Y and (b) what is the likely time line.
HES: Yours is an unusual set up but I have recently acted for xyz plc which is listed in London and we helped them list in X. The Y market is generally considered to have a poor reputation because of the large number of failures and even some fraudulent scams. However we know the ropes. Subject to SCL’s opening remarks I can confirm we can guide you as requested.
JC: And the time line?
SCL: Upon receiving the retainer fee we will send you the following day a list of the further information we need from you – the “gaps” I referred to. You will then submit them to us through HES and we will consider your reply and arrange to meet with you to discuss a detailed action plan and time table. We will have details of the current notice periods required by the exchanges.
JC: That sounds doable.
HES: The only potential snag we foresee at this stage might be the gifting of the shares. We need to understand the reasons and assume that you have details of the individual shareholders already.
JC: Well it should be straightforward – we just get them from the old company.
HES: Are you saying you don’t have that information yet?
JC: Not yet.
HES: Well, I think it unlikely that the registrars will let you have the details – and in any case it being a listed company, many of the holdings will be through fund managers and pension trustees and so on. However, if all the shareholders in Oldco are to receive shares perhaps an agreement could be reached.
JC: Er no – only some of the shareholders will get shares.
HES: That doesn’t seem equitable – how do you decide who gets them?
JC: Well there are some family members and some friends and others who didn’t get paid by Oldco and some small …..
SCL: I think we need to stop you there. In essence are you saying that some of the initial shareholders in Newco will not have paid anything for their shares?
JC: Yes they are gifts.
HES: How much equity are the promoters and founder shareholders putting in?
JC: Well 100 so far
HES: One hundred million?
JC: Er – no,thousand.
And at that point two alternative endings:
1. SCL explained that this was not a project that they were prepared to act for and the meeting closed .
- HES explained how this could be achieved.
JC supplied the lawyers with the information and money requested, appointed corporate and tax advisers, brokers, language translators and six months later – having
- attracted additional promoters
- and key directors
- and signed up first £50m equity contribution
- and appointed an acquisition team
- and made the first two small company purchases acquisitions for (say) £10m each
- and entered into letters of intent with the owners of four more companies
The company was successfully listed on two stock exchanges