Solid tips before listing

How do I prepare for a public offering and listing?

Before you and your company are presented to investors on one of AktieTorget’s market days (or become listed directly, if you are not doing a public offering), you need to do the following:

• Arrange an initial agreement. Meet AktieTorget and discuss your needs.
• Provide documentation. AktieTorget needs the following documents from you:
  • Annual reports for the three last years (if you have that many)
  • Any prospectuses or memoranda you have earlier issued (if you have)
  • The latest periodic financial statement (if you have one)
  • An extract from the register of the National Swedish Police Board for members of your Board of Directors, your CEO, Vice President and CFO as well as for those people who could own more than 10 percent of the votes or equity after a possible public offering. Ask AktieTorget about the special procedures that are in place for this.
• Appoint an independent member of the board, if you don’t already have one. You must have a member of the board who is independent from the main owners of the company and the company itself. If you do not already have such a member and do not know someone suitable, ask us for ideas. AktieTorget will help to the best of its abilities.
• Become public. The law requires that your company be public before making an offering to the general public. To be public, your company must meet the following requirements:
  • At an annual meeting you must decide to:
    • Change the articles of incorporation so the name of the company ends with "publ.". All shareholders in attendance must unanimously approve this decision and they must represent nine-tenths of the total number of votes in the company.
    • Increase the share equity to at least 500,000 SEK
  • Du måste ha:
    • Proof from a bank or similar financial institution that your money has been deposited.
    • A statement from your CPA that the company’s own equity is at least equal to the registered amount of the share capital.
  • The company becomes public as soon as the Swedish Companies Registration Office (Bolagsverket) registers it as public.
• Listing Memorandum. Before listing, you must have a public offering prospectus, which has been approved by the Swedish Financial Supervisory Authority, or a listing memorandum formatted in accordance with AktieTorget’s guidelines and approved by AktieTorget.
• Registration with the Swedish Securities Register Center and Clearing Organization. Your shares must be registered with the Swedish Securities Register Center and Clearing Organization or another central securities clearinghouse. The proceedings of the annual meeting must include a paragraph in the articles of incorporation stating that your catalog of shareholders and transactions is suitable for electronic processing. Then you send Euroclear:
  • The new articles of incorporation
  • Proof of the amendment of the articles of incorporation from the Swedish Companies Registration Office (Bolagsverket)
  • New proof of registration from the Swedish Companies Registration Office
  • The signed guarantee and contract with the Swedish Securities Register Center and Clearing Organization as well as application forms.
  After that, a bank or similar account management institution can change your physical stocks into electronic records at the Swedish Securities Register Center and Clearing Organization. Contact the Swedish Securities Register Center and Clearing Organization in Stockholm at telephone number +46 8 402 90 00. The estimated cost to register is 25,000 SEK and an additional 20-25,000 SEK per year. (Note that there will be an additional cost to register new shareholders in conjunction with a public offering. This is done by an account management institution, for example by your bank or a member of the stock exchange. Negotiate the price).
• AktieTorget’s review. During this entire process, AktieTorget reviews the company, which is applying. AktieTorget’s Board of Directors decides if the company will be approved for trading. After approval, you can offer shares or list the company directly if you do not want to do a public offering (under the condition that the requirements for distribution of shareholders are met).
• Listing Agreement with the AktieTorget exchange.
  • The listing fee is 25,000 SEK.
  • The monthly listing fee is 12,500 SEK
• Seminar on reporting requirements. Before listing, you are invited to attend a free seminar about reporting requirements and the policies and procedures for companies, which have been approved for trading. Normally, it is the CEO of the company and possibly a member of the Board of Directors that attend.