The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

(Axel Boer) #1
5.10 Shares as a Source of Cash 233

the conclusion of a contract between the Stock Exchange and the issuer.^484 Ahl-
strom submitted its application for admission on 1 March 2006.
Commencement of the Retail Offering. On 1 March 2006, after the prospectus
was published, Ahlstrom could also offer its shares to the public. The Retail
Offering thus commenced on 1 March 2006. It ended on 9 March 2006.
Fixing the number of shares and price. Ahlstrom made the final decision on the
number of shares to be offered for subscription and the offer price after the expiry
of the marketing period in the Institutional Offering. This happened on 13 March
2006.


Ahlstrom Corporation decided to issue a total of 8,000,000 of its shares in its initial public
offering. Both the institutional offering and the retail offering were priced at €22.00 per
share. Although Community law does not require the same price for all securities of the
same class issued by the company, it makes commercial sense to charge the same price
from institutional investors and retail investors (for the purposes of the bookbuilding
method, see above).


Admission to listing and commencement of trading. The listing of Ahlstrom’s
shares could only be made after the expiry of the period during which subscription
applications could be submitted.^485 Trading in Ahlstrom shares commenced on the
prelist on 14 March 2006 and on the main list on 17 March 2006.
Trade register. This required the filing of the increase in share capital with the
trade register.^486
Over-subscription, use of over-allotment option. In connection with the
Ahlstrom IPO, SEB Enskilda exercised, on behalf of the underwriters, the over-
allotment option to subscribe for 1,150,000 additional shares of Ahlstrom
Corporation to cover over-allotments in the institutional tranche of the offering.
The underwriters were paid commissions.^487 Ahlstrom issued the additional shares.
Trade register. The increase in share capital caused by the exercising of the
over-allotment option granted to the underwriters in connection with the initial
public offering of Ahlstrom was registered by the trade register on 17 March 2006.
The share capital was increased by 1,150,000 shares equaling €1,725,000.
Stabilisation. SEB Enskilda, the Lead Manager and Bookrunner in the
Ahlstrom IPO, did not carry out any stabilisation measures with Ahlstrom share.
The stabilisation period ended on 13 April 2006.
Disclosure of steps. Ahlstrom disclosed all steps in the IPO process.
Community law does not require ad-hoc disclosure of information about the IPO
process before the publishing of a prospectus. Issuers whose securities have not
yet been admitted to trading do not have any ongoing disclosure obligations under
EU securities markets laws. However, Community law does not prevent Member


(^484) Under the Rules of the Stock Exchange.
(^485) Article 47 of Directive 2001/34/EC (Listing Directive).
(^486) Article 3 of Directive 77/91/EEC (Second Company Law Directive).
(^487) Article 11 of Regulation 2273/2003. See also Articles 8(1) and 8(2) of Directive
77/91/EEC (Second Company Law Directive).

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