This document discusses preparing for an initial public offering (IPO) on the public markets. It covers key decisions around strategy, structuring, timing, advisors, and financial reporting requirements. The presentation outlines the IPO process and roadmap, what investors look for in companies going public, components of strong corporate governance, and listing requirements for different exchanges. Historical financial information needs and the role of the reporting accountant in reviewing financials are explained. Current IPO market conditions and activity levels on major exchanges from 2010-2013 are also summarized.

1. Preparing to access the
public markets
- your key to success
Madrid
19 May 2014
www.pwc.co.uk

2. PwC 2
Introductions
Partner, Capital Markets
Head of Global IPO Centre
Clifford Tompsett
E mail: clifford.tompsett@uk.pwc.com
Tel.: +44 (0) 20 7804 4703
Mob.: +44 (0) 7802 918877
Madrid
UNCLASSIFIED

3. PwC
Going Public - Key decisions
Strategy and equity story, which
businesses/assets to float
Tax and legal structuring,
holding company location
Choice of market and timing
People and resources,
key management
Appointment of advisors
Financial reporting and track
record audit requirements
Management information
systems
Transparency and corporate
governance
Board composition
Start of
preparation
IPO launch
3
Madrid
UNCLASSIFIED

4. PwC
Going Public:
Everything you need to know
about doing an IPO
4
Madrid
UNCLASSIFIED

5. PwC
Going Public – your roadmap to an IPO
Key stages of IPO preparation and execution
ExecutionPreparationPlanning
Valuation and
offer structure
Prospectus and
regulatory review
People matters
Structuring and
taxation
Operational
effectiveness
Equity story and
business plan
Management
information and
reporting
Historical track
record
Budgeting,
forecasting,
working capital
Corporate
Governance and
Internal ControlsReadiness
assessment
Roadmap
5
Marketing and pricing
Due diligence
Settingobjectives
Raising capitalMaximising investment valueDeveloping strategy
Madrid
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6. PwC
What are investors looking for?
6
Corporate
governance
Robust capital
structure
Strong
management
Strong market
position
Cash
generation
Sustainable and
visible growth
• Reasonable leverage levels
at IPO
• Capacity to fund organic
growth in the business
• Selective M&A headroom
(on the basis of proven track
record)
• Sustainable growth drivers:
attractive end market dynamic
with secular growth trends
• Earnings visibility: quality
and breadth of customer
relationships
• Established track record of
growth across economic cycles
• Margin growth
• Strong and/or growing return on invested capital
• Management focus on optimising cash generation
• Board composition and balance
• Effective risk management and internal controls
• Transparency of decision making
• Dynamic, ambitious, focused
team
• Experience in the sector
• Management interests aligned
with shareholders
• Leadership positions in
core markets
• Established brand within
the industry – clear ‘go to’
position
• Quality and breadth of
customer relationships
Madrid
UNCLASSIFIED

7. PwC
Key components of Corporate Governance
Independence
Delegation
of authority
Corporate
secretary
Size and
composition
of the Board
Balance of
Executive
directors and
INEDs
Matters
reserved
to the
Board
Risk management
and internal
control
Corporate
functions,
including IR
Ownership
structure and
influence
Transparency
and
information
disclosure
Board
committees
Relationship
agreement
7
Madrid
UNCLASSIFIED

8. PwC
Historical financial information
Key considerations
8
Financial history considerations
 Are the historic accounts suitable for listing?
 Is consolidated IFRS financial information available for 3 years and at the level of the issuer?
 Will interim audited or unaudited financial information (including comparatives) be needed?
 Is carve-out financial information needed? Does the company intend to float part of the business?
 Have there been significant acquisitions or disposals in the last 3 years?
 Can segment information be easily prepared and aligned with prospectus?
IPO
window
FCA
review
2015
1 Jan 30 Jun 31 Dec
Early
March
15 May
144A 135 day rule - 31
Dec financials go stale
At 30 June the
31 Dec financials
go stale under UK
premium listing
rules
Audited accounts
produced
List using
31 December 2014
audited financial
statements
Madrid
UNCLASSIFIED

9. PwC
Listing requirements – overview
Eligibility conditions in London Premium Standard AIM
Appointment of a sponsor/nominated advisor  x 
Clean three year IFRS track record (>75% of business)  x
If exists, must
present 3 years
x
If exists, must
present 3 years
Control of the majority of assets (>50%)  x x
Audited numbers must not be more than 6 months old  x x
Reviewed interims if document dated > 9 months after end of last
audited year
n/a  
Adequate controls to meet continuing obligations   
Adequate financial reporting procedures declaration  x (a) 
Sufficient working capital for at least 12 months from date of prospectus   - shares
x – GDRs (a)

Reporting Accountant’s due diligence reports  x (a) 
At least 25% shares in public hands   x
Shareholder approval of significant and related party transactions  x x
(a) Market practice in London currently evolving, FRP and working capital reports sometimes requested for GDRs. For standard share listing, level of
diligence similar to premium listing expected.
FinancialDiligence
Madrid
UNCLASSIFIED

10. PwC
Prospectus – financial information
Three years of clean audited accounts (not older than 6 months) prepared in
accordance with IFRS as adopted by the EU. The last 2 years must be restated
to the basis to be applied in the issuer’s next annual accounts.
Required if published or if latest audited accounts are 9 months old. Must
include comparatives.
Required to illustrate the impact of the transaction(s) on the issuer’s business
as if it had taken place at the start of the last reported period.
Optional and rare, but must be reported on by an accountant if included in the
prospectus.
• Significant change
• Extraction of financial information
• Capitalisation and indebtedness
• Tax comfort
Historical financial
information
Interim financial
information
Pro forma financial
information
Profit forecast financial
information
Comfort letters
10
Madrid
UNCLASSIFIED

11. PwC
Due diligence by the Reporting Accountant
The long form report is a due diligence style report that will cover the
operational and financial performance of the group over the same
period as the financial track record period.
A prospectus must contain a statement by the issuer that the working
capital is sufficient for its present requirements (at least the next 12
months from the date of the prospectus). The sponsor is also required
to report to the UKLA that it is satisfied that the directors can make
such statement.
Accountants provide a factual description of the financial reporting
procedures in place. The report is to support the sponsor’s statement to
the FCA under the Listing Rules that the issuer has established
adequate FPP procedures.
Long form report
Working capital report
Financial position and
prospects report
11
Madrid
UNCLASSIFIED

12. PwC
Current IPO market outlook
12
Madrid
UNCLASSIFIED

13. PwC
0
5
10
15
20
25
30
35
40
-
2
4
6
8
10
12
14
16
VSTOXXindex
Moneyraised(€bn)
Volatility compared to IPO proceeds
Money raised (€bn) VSTOXX
IPO of Talanx,
Telefónica
Deutschland and
Direct line
IPO of
MegaFon, Alior
Bank and Kcell
IPO OF Ziggo and
DKSH Holdings
Greek and Spanish
bailouts and
downturn in global
economic growth
IPO of bpost
and Partnership
Assurance
IPO of Royal Mail,
Riverstone Energy,
and TCS Group
IPO of ISS, Pets at Home,
Poundland and Hispania
Activos Inmobiliarios
Volatility has remained low and market indices have continued to
strengthen despite events such as the geopolitical turmoil in Ukraine
13
-10%
0%
10%
20%
30%
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
%changesince1Jan2013
Historical performance of major market indices since January 2013
CAC 40 DAX 30 FTSE 100
Source: Thomson Reuters
Madrid
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14. PwC
IPO activity in the three top Global Financial Centres
2010 to 2013
Hong Kong London
14
USA
0
50
100
150
200
250
300
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
2010 2011 2012 2013
Money raised ($m) Number of IPOs
0
50
100
150
200
250
300
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
2010 2011 2012 2013
Money raised ($m) Number of IPOs
0
50
100
150
200
250
300
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
2010 2011 2012 2013
Money raised ($m) Number of IPOs
Source: Dealogic, included deals >$5m
Madrid
UNCLASSIFIED

15. PwC
IPO activity in the three top Global Financial Centres
Q1 - 2010 to 2013
USA Hong Kong London
15
S&P 500: +28.0% since 2013 Shenzhen +18.5%,
Hang Seng -5.0 % since 2013
FTSE 100: +9.5% since 2013
$18
$8
$16
$13
0
15
30
45
60
75
$0
$4
$8
$12
$16
$20
Q1 2011 Q1 2012 Q1 2013 Q1 2014
Money raised ($m) Number of IPOs
$2
$1 $1
$6
0
15
30
45
60
75
$0
$4
$8
$12
$16
$20
Q1 2011 Q1 2012 Q1 2013 Q1 2014
Money raised ($m) Number of IPOs
$2
$1
$3
$9
0
15
30
45
60
75
$0
$4
$8
$12
$16
$20
Q1 2011 Q1 2012 Q1 2013 Q1 2014
Money raised ($m) Number of IPOs
80%
90%
100%
110%
120%
130%
80%
90%
100%
110%
120%
130%
Shenzhen Composite Index
Hang Seng Index
80%
90%
100%
110%
120%
130%
Madrid
UNCLASSIFIED

16. Thank you
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PricewaterhouseCoopers LLP (a limited liability partnership in the United Kingdom) which is a
member firm of PricewaterhouseCoopers International Limited, each member firm of which is a
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