IPO – Review 2020


We will all be aware that the COVID-19 pandemic reduced IPO activity considerably during 2020, but it has been great to see the recovery in recent months.

During 2020 we continue to be the registrar of choice for over 40% of all companies achieving an IPO on the London Stock Exchange. We are proud to have welcomed new clients from across the spectrum including FTSE250 member Ninety One plc, the last IPO before lockdown in February and the first listing in July post-lockdown for Pensana Rare Earths Plc.

It was also great to see more tech stocks as we welcomed both Calnex Solutions and David Beckham’s exciting new business venture Guild Esports Plc in October.

IPO Look Ahead into 2021 -  UK Listings Review


The IPO pipeline looks healthy and we eagerly look ahead to the HM Treasury review of the UK’s listing regime covering five key areas: 
1. Free float requirements
2. Dual class share structures
3. Track record requirements
4. Prospectuses
5. Dual and secondary listing

Regarding dual-class share structures, we have vast experience in implementing and managing dual-share class and special voting structures across a number of jurisdictions. These include international IPOs and listings for The Trade Desk Inc and Slack Technologies Inc in the US, along with European companies Fiat Chrysler Automobiles N.V., Ferrari S.p.A. and IGT PLC (a UK PLC listed in the US).

We will be happy to share best practice and operational considerations when evaluating ways in which this may be adopted more broadly in the UK market. 

Please contact Cecilia and Chris for more information.

Corporate Actions -  Leveraging technology to improve participation and visibility 


As corporate events grow in scale and complexity, a seamless execution is critical to issuers’ success. As customer preferences and expectations shift to the convenience of digital access, we are utilising personalised web portals and digital communications to support corporate actions. 

We have recently worked with International Consolidated Airlines Group (IAG) and Rolls-Royce on corporate actions during the COVID-19 pandemic using this technology. Both companies have well over 100,000 shareholders and given the short window of time afforded by these transactions, it was essential that investors were given the maximum amount of time and flexibility to participate in the fundraisings.
We created a bespoke application website for each offer allowing shareholders and employees to complete their transactions online. An intuitive web portal guided them through the process and provided them with immediate confirmation of their instructions to take-up, sell, or tail swallow their rights.

Our digital solution provided the following benefits: 


  • checkmark-icon (SVG)

    Accuracy

    Easier to complete transactions accurately the first time around and eliminates 99% of errors.

  • multi-channel-icon (SVG)

    Accessibility

    24/7 via mobile phone, tablet, laptop and desktop with clear instructions led to increased shareholder participation.

  • accounts-pound-icon

    Cost effective

    Print and mail costs were significantly reduced.

  • checklist-icon (SVG)

    Efficient

    Immediate confirmation of submissions virtually eliminates defective submissions.

  • lock-icon

    Secure

    Secure data controls reduce the risk of mail fraud.

Our Global Capital Markets team breaking new ground in high profile dual listing


The US-listed company, Yum China Holdings, Inc., is the largest restaurant company in China, operating numerous franchise outlet brands including KFC, Taco Bell and Pizza Hut. In September, we completed a suite of ‘never before seen’ transactions for this high-profile company, thanks to our our Global Capital Markets (GCM), Hong Kong and Technology teams – here’s the story at a glance:


  • Six months to complete

    Nine month project completed in just six months, including a brand new entitiy approved by SEC

  • A truly global effort

    70 people in 16 teams across six countries

  • Shareholder records

    43,000 registered shareholder records migrated from a US competitor

  • World leading

    Delivered a number of world 'firsts', thanks to complex technology solutions

  • Billions in capital raised

    US $2.2 billion of capital raised by Hong Kong IPO

How it all began

In January 2020, Yum China, a NYSE-listed company with Chinese business interests, wanted to conduct an IPO and dual listing in Hong Kong and the US using a single share structure, which had never been done before. 


This required a US SEC registered transfer agent to operate in HK and an integrated share register to be held in the US - where we were uniquely positioned to support this project.

• New operational and compliance processes were developed to meet the combined practices and rules of US and HK jurisdictions, as well as providing a route for international investors to move between regions to trade a single fungible share in the US or Hong Kong.

• We migrated 43,000 shareholder records from the existing transfer agent in the US and coordinated a complex and hugely successful Initial Public Offering (IPO) in Hong Kong, raising US$2.2 billion of new capital. 

• Despite the global COVID-19 pandemic, our global teams pulled together to deliver all restructuring, IT development, licences, compliance and regulatory tasks several weeks ahead of the original timetable. This was key to the success of the transaction.

Yum China successfully listed on HKEX (Hong Kong Exchanges and Clearing) on 10 September 2020. Their shares can now be freely traded on both the NYSE and HKEX and interchanged between markets as required. In coming years, we expect other major companies to follow the example set by the ground-breaking success of this new structure. We are well positioned as the market-leading experts in designing and implementing detailed, yet efficient, cross-border listing solutions to resolve a range of complex conditions. Please get in touch if you would like to learn more.
 

 

Providing governance expertise through the IPO process

Since our last communication, we’re excited to announce new additons to our Company Secretarial and Corporate Governance services team. We’ve recruited experienced company secretaries from the Big 4, as well as in-house, to ensure that we can offer the full suite of services and technology solutions to support clients. Amongst other things, the team are supporting clients on their IPO journey, providing practical company secretarial support to help them prepare for being able to manage ongoing listed company compliance requirements and assisting them with board and committee governance too.
 
We’re pleased to introduce you to Georgina Milis and Nicholas Pervin.

Georgina, who is leading the team, is a corporate lawyer with a company secretarial focus. She was previously at PwC and has over 18 years of experience working with clients from a corporate law and company secretarial perspective.
 
Nicholas Pervin is a member of the Chartered Governance Institute and brings several years’ worth of experience working with listed companies and investment trusts and also has experience working in-house in financial services.
 
Over the upcoming newsletters, we’ll introduce you to other key members of this team.
 

Delivering unrivalled service throughout the pandemic

No1 Registrar again

We are delighted to announce that for the sixth year in a row, we have been ranked the UK's leading registrar. Particularly pleasing this year is that we are leading across all scoring categories.

Delivering excellent standards of service delivery has always been a priority for us, but never has it been so important as over the last six months. We are incredibly proud to have scored so highly across the board and are delighted to have been able to provide a resilient and leading-quality service, partnering with our clients and their shareholders during these challenging times.

 

Responding to COVID-19

Throughout the pandemic, we have operated in a risk-controlled manner within our business continuity frameworks to ensure you and your stakeholders get what you need, when you need it, in the safest way possible.
 
Our business continuity plans were deployed effectively. We moved quickly into ‘the new normal’, moving to remote work where possible, and maintaining rigorous health and safety measures for remaining essential onsite staff. This has enabled us to deliver a resilient, continuous high-quality service. 
 
Additionally, on behalf of client needs, we worked with governments and regulators globally to adopt any necessary emergency provisions to help clients move from physical AGMs to other solutions. Thus far, we are honoured to have helped over 1,200 clients complete virtual AGMs this year.  

 

​​IPO and Share Registry Services
​Cecilia Williams
Client Solutions Director
cecilia.williams@computershare.co.uk
M: +44 (0) 778 643 0580

Chris Guy
Business Development Manager
chris.guy@computershare.co.uk
M: +44 (0) 771 185 6479
​Governance Services
Georgina Milis
Senior Manager
M: +44 (0)7870 365 988
​Offshore Services and Share Registry Services
Sophie De Freitas
Client Relationship Director > Offshore
sophie.defreitas@computeshare.co.je
M: +44 (0)7797 746501
​UK Corporate Actions
Ben Carpanini
Head of Business Development > Corporate Actions
ben.carpanini@computershare.co.uk
M: +44 (0) 776 990 7433
​Global and Cross-Border Transactions
Charlie Hodge
Cross-Border Solutions Director > Global Capital Markets 
charles.hodge@computershare.co.uk
M: +44 (0) 789 992 4835
 
​Michelle Davies 
Senior Client Manager > DI Team
michelle.davies@computershare.co.uk
M: +44 (0) 792 005 3560