A public placement (listing) refers to the sale of securities to the general public, through an initial public offering (IPO) or a secondary offering. 
In an IPO, a company offers its shares or debt instruments to the public for the first time, in order to raise capital and increase its visibility.
A secondary offering refers to the sale of additional securities by a company that is already publicly traded.

Listing debt and equity on an exchange, such as for example the regulated segment of a Stock Exchange or a Multi-Lateral Trading Facility (MTF), refer to two different types of securities that a company can offer to raise capital.

When a company lists debt on an exchange, it is offering bonds for sale to investors.
Bonds are a type of debt instrument, and when an investor buys a bond, they are essentially lending money to the issuing company.
The company is obligated to (generally) pay periodic interest payments to the bondholders, and to repay the face value of the bonds at maturity.

On the other hand, when a company lists Equity on a stock exchange, it is offering shares of stock for sale to investors. Stock represents ownership in a company, and when an investor buys stock, they become a partial owner of the company. As the company earns profits, the stock price may go up, allowing the investor to sell their shares for a profit. However, the value of a stock can also go down, resulting in a loss for the investor.

In summary, listing debt on an exchange allows a company to raise capital by borrowing from investors, while listing equity allows a company to raise capital by selling ownership in the company.

Listing a company’s securities typically involves the following steps:

Preparing for listing
Hire an advisor:
Companies typically hire an investment bank or corporate financial advisor (such as Marshall Sterling), to assist with the listing process which can be a complex and time-consuming process.
Most exchanges only permit the listing to be conducted by a corporate advisor, listing agent or international law firm.
Furthermore, preparing the necessary documentation in the appropriate format is best achieved by persons with experience.
Subject to which venue the company is seeking to list, it must meet certain financial and operational criteria, as well as comply with disclosure and reporting requirements set by the exchange.
The company should also have a well-considered and comprehensive business plan in place that can demonstrate their professional standing, objectives and financials.

Price the offering:
The company and its advisor will determine the offering price for the shares, taking into account market conditions and demand.
In the case of Debt securities, the company’s financial model, current interest rate environment and risk rating will govern the rate and term of the instruments.

Choosing an exchange:
Companies can list on a national or international exchange, depending on their goals, budget and the type of securities they want to offer. Some of the most popular exchanges include the London, New York, Dublin, Frankfurt and Vienna.

File a Prospectus or Information Memorandum:
The company must prepare and file a prospectus or Information Memorandum, which is a detailed document that provides information on for example, the company’s financial history, business operations, and management.
The document must be approved by the exchange and/or relevant Regulatory Authority and is made available to potential eligible investors.

Third parties to the process:
In addition to pricing and valuations, drafting and submitting listing particulars (such as a Prospectus or Information Memorandum), the company may/will additionally require some of all of the following facilities:

• a security trustee where they intend of providing some form of financial protection to their subscribers whereby a person or corporate entity holds security for the benefit of others, such as the subscribers. The security involved may comprise a charge over property, a debenture over the assets and undertaking of a company, a bank account charge or a combination of other types of security for the performance of obligations.
• a share or bond registrar
• a centralised security depository (CSD) which is an institution that holds financial instruments, including equities, bonds, money market instruments and mutual funds, allowing ownership of those instruments, to be transferred in electronic form through updating electronic records which are often known as ‘book-entry records’.
• legal advisors 
• investor relations service providers

Complete the listing:
After the offering is priced, the company will complete the listing process by issuing shares or debt instruments and raising capital.

The company’s securities will then begin trading on the exchange, making them available for purchase by the public.
It’s worth noting that the listing process can be complex and time-consuming, and it’s important for companies to carefully consider all the costs and risks involved.

Marshall Sterling and its international associates and partners are well placed to support and facilitate your listing and fundraising objectives.

We are able to provide a professional, multi-jurisdictional turn-key solution for fast turnaround listings, or guidance for those parties seeking to carry out segments of the work themselves who have less time sensitive project requirements.

Please click on any of the hyperlinked keywords within the text on this page for more specific information and use the form to request a call to discuss your requirements.