New Horizons: The 2017 Australian IPO Review

Herbert Smith Freehills is pleased to announce the publication of its second annual Australian IPO Review.

In this publication we cover:

• some key IPO themes of 2017;
• IPO activity across the Australian market;
• insights on the dual-track process;
• Australian regulatory developments;
• the use of ‘greenshoe’ structures in recent Australian IPOs;
• key US securities developments; and
• predictions for 2018.

Some of the key themes we saw in 2017 include:

THE YEAR THAT WAS

Despite a generally positive economic backdrop and strong and consistent share market performance, Australian IPO activity was disappointing at the large and mid-cap end of the spectrum, although 2018 has started extremely positively.

NEW ASIC CHAIR

In October 2017 the Federal Government announced the appointment of Mr James Shipton as Chair to ASIC for a five year period from 1 February 2018, succeeding Mr Greg Medcraft.

We expect ASIC under Mr Shipton’s leadership will continue to actively monitor IPO activity, along with other areas of ASIC’s focus including the financial sector and corporate culture more generally.

SELL-SIDE RESEARCH

In December 2017 ASIC released its guidance on managing conflicts of interest and handling of inside information in the preparation of sell-side research on issuers undertaking capital raisings. ASIC identified uneven market practice in this area and seeks to guide the industry to a more consistent approach.

There are some elements of the new guidance that will involve at least a reassessment, and in most cases a change of approach, by sell-side research providers.

NEW FRONTIERS

2017 saw the introduction of a new public company crowd-sourced funding regime in Australia.

The SEC in the United States and ASIC also provided information about their respective views on the regulation of initial coin offerings.

These developments are reflective of the scale of the public’s interest in these new types of investments.

IN SEARCH OF SUNRISE

In December 2017 ASX announced its intention to replace the Clearing House Electronic Subregister System (CHESS) with distributed ledger technology (also known as blockchain) over the next few years.

ASX regards the adoption of blockchain as placing Australia at the forefront of innovation in financial markets. The technology is intended to make transactions cheaper, faster and more secure.

This will be a very significant development, although ASX has foreshadowed a period of further work and consultation to develop and test the new system.

LOOKING FORWARD

The following predictions outline what we can expect from Australia’s capital markets in 2018:

• Domestic and international conditions have become more volatile, which may require earlier preparation to enable issuers to be ready to launch at the right moment.
• The recent increase in smaller IPOs is likely to continue.
• The technology, food, healthcare and mining services sectors are likely to see IPO activity in 2018.
• Cheap debt and private equity may curtail certain IPOs.
• Dual tracks remain a genuine alternative to an IPO-only sale process.
• Sell-side research remains on ASIC’s radar, making it important that investment banks with research and corporate advisory areas maintain procedures that comply with ASIC’s new sell-side research guidelines.
• ASIC has issued licences to seven companies to act as intermediaries for crowd-sourced funding of public companies, which may see crowd-sourced funding gain momentum.
• Several larger IPOS are in the pipeline, suggesting a potential return of the mega IPO in 2018.
• Recent large takeovers and block trades have resulted in more funds being available for investment by funds in capital markets, which may free up institutional investment capital for IPOs.

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