CURRENTLY SPEAKING THE ROAD TO IPO ON THE

CURRENTLY SPEAKING THE ROAD TO IPO ON THE ASX FOR MULTINATIONAL COMPANIES EP&B Webinar Series 1

Welcome CURRENTLY SPEAKING § You are on mute § A link to a recording of the webinar will be available David Ryan Partner § We can take questions by using the chat function, we will respond to your questions by email after the webinar Bridging Borders Webinar Series 2

Welcome Overview CURRENTLY SPEAKING § Is an IPO and listing on the ASX right for your company? - Advantages and Disadvantages of Listing David Ryan Partner § The IPO Journey – Procedures for Listing on the ASX § What to watch out for – Issues and Challenges Bridging Borders Webinar Series 3

Is an IPO and listing on the ASX right for Welcome your company? CURRENTLY SPEAKING Advantages David Ryan Partner Disadvantages • Access to Australian capital markets • Compliance with ASX Listing Rules can be costly • Exit mechanism • Reduction in control • Increased market awareness • Increased disclosure requirements and financial reporting • Equity incentive schemes to incentivise employees • New responsibilities and restrictions for management • Provides secondary market liquidity and greater access to funding • Share price is exposed to stock market fluctuations Bridging Borders Webinar Series 4

Welcome The IPO journey CURRENTLY SPEAKING Listing a foreign company on the ASX David Ryan Partner Incorporate a new Australian holding company for the group Bridging Borders Webinar Series List the existing foreign company on the ASX 5

Welcome The IPO journey CURRENTLY SPEAKING Listing a foreign company on the ASX David Ryan Partner List the existing foreign company on the ASX Incorporate a new Australian holding company for the group 'Foreign exempt' listing Bridging Borders Webinar Series Full ASX listing 6

Welcome The IPO journey CURRENTLY SPEAKING 'Foreign exempt' listing • For large companies with primary listing on another stock exchange • Must have either: • net tangible assets > $2 billion; OR David Ryan • profit before tax > $200 million Partner • Primary listing on a member of World Federation of Exchanges • 1, 000 holders of $500 or more • Listing rules for admission/fees/trading halts/ settlement apply – other rules do not apply • Parallel announcements required • Other requirements: § Register as a foreign company § Australian interests traded as (beneficial) CHESS Depositary Interests (CDI) • Examples: Alcoa Inc. and Anglogold Ashanti Limited Bridging Borders Webinar Series 7

Welcome The IPO journey CURRENTLY SPEAKING Full ASX listing for a foreign entity • Rules the same as for "primary" listing on ASX David Ryan • Any foreign company can seek a full ASX listing provided it meets ASX's admission criteria including financial thresholds and shareholder spread Partner Admission Criteria General Requirement Number of Shareholders Minimum 400 investors @ A$2, 000 or Minimum 350 investors @ A$2, 000 and at least 25% held by unrelated parties or Minimum 300 investors @ A$2, 000 and at least 50% held by unrelated parties Company Size Profit Test A$1 million aggregated profit over past 3 years and A$400, 000 consolidated profit over last 12 months or Assets Test A$3 million net tangible assets after deducting costs of fundraising Or A$10 million market capitalisation Bridging Borders Webinar Series 8

Welcome The IPO journey CURRENTLY SPEAKING Full ASX listing (cont. ) • Specific requirements § Disclosure document (ie. Prospectus) § Constitution to comply, or adopt Appendix 15 A § Disclosure of takeovers and substantial shareholding regime David Ryan Partner § Disclosure of governance regime § ASX waivers often required • Australian share sub-register: § CHESS sub-registry for Bermuda, NZ, PNG corporations § Others: CDIs • Financials: disclose differences in accounting standards (investors would expect AUD financials) Bridging Borders Webinar Series 9

Welcome The IPO journey CURRENTLY SPEAKING Trading in CHESS Depository Interests • Trade as a form of depositary receipt – CHESS Depositary Interest (CDI) • Same economic benefits of actual ownership with key differences set out below Shares David Ryan Partner • Shareholders hold legal title • Settled through ASX's electronic trading system, CHESS • Entitled to attend the shareholder meetings and vote in person Bridging Borders Webinar Series CDIs • CDI holders hold beneficial title to the underlying shares with legal title to the shares held by CHESS Depository Nominees (CDN), a subsidiary of ASX • Same voting rights but manner of exercising voting rights different: § Instruct CDN to vote in a particular manner § Appoint themselves as CDN's proxy § Convert CDIs into a holding of Shares prior to AGM 10

Welcome The IPO journey CURRENTLY SPEAKING Examples of foreign companies listed on ASX Dual Listing David Ryan Partner Bridging Borders Webinar Series Primary Listing Foreign Exempt • A 2 Milk Company Limited (ASX and NZX) • GI Dynamics, Inc (US company listed on the ASX) • Alcoa Inc • TOWER Limited (ASX and NZX) • • Anglogold Ashati Limited • Vista Group International Limited Unilife Corporation (US company listed on the ASX) • Reva Medical, Inc (US company listed on the ASX) • Heartware International, Inc. (US company listed on the ASX) 11

Welcome The IPO journey CURRENTLY SPEAKING A typical timetable for the IPO process Sign UWA/OMA, lodge prospectus with ASIC and lodge listing application with ASX Commence Pre-marketing David Ryan Partner Is the timing right? Offer period / marketing roadshows Restructure Consider alternative options (eg trade sale) Bridging Borders Webinar Series Commence due diligence Prospectus preparation Prospectus exposure period Allocation, closing and listing Planning Execution Completion 1 – 2 months 3 – 4 months 2 weeks 12

Welcome Offer Structuring CURRENTLY SPEAKING Pricing and institutional engagement David Ryan Partner Underwritten / lead managed? Sell down / new issue / both? Bridging Borders Webinar Series Key structuring questions Ideal register composition (cornerstone investors) Domestic offer only / tap international markets? 13

Welcome Being IPO ready CURRENTLY SPEAKING IPO story David Ryan • Develop "IPO story" early to ensure alignment of marketing efforts • Identify operational "KPIs" to support IPO story • Identify source and use of funds and growth plans • Gather information needed to prepare disclosure document Partner Structure & tax • Identify vehicle for listing and convert to public company (if necessary) • Identify key tax and corporate structuring issues • Determine optimal corporate structure, financing arrangements and distribution policy Financial information • Identify accounting challenges • Agree level of financial information to be included in disclosure document (historical information, pro-forma adjustments and forecasts) Bridging Borders Webinar Series 14

Welcome Being IPO ready CURRENTLY SPEAKING Offer structure • • • Determine optimal offer structure – sell down and/or raise new capital? Institutional, broker firm, retail offers Identify offer jurisdictions Bookbuild, pricing and allocations Determine escrow requirements David Ryan Partner Corporate governance Listed company Infrastructure Bridging Borders Webinar Series • • Establish appropriate Board and Board Committees (Rem, Audit, etc) Independent non-executive directors Document corporate governance policies / risk management protocols Document access, insurance and indemnity arrangements (check IPO cover) • ASX Corporate Governance Principles & Recommendations • Adopt listed company constitution • Identify necessary waivers • Establish systems to enable compliance with financial reporting and disclosure obligations • Develop strategic investor relations program • Share registry 15

Welcome Being IPO ready CURRENTLY SPEAKING Management and employees • Identify management with requisite expertise to undertake IPO and run listed company • Prepare executive service contracts • Determine appropriate executive incentive arrangements Underwriting / Offer Management • Identify and engage underwriters/offer managers • Prepare underwriting/offer management agreements David Ryan Partner Advisers Bridging Borders Webinar Series • • Legal counsel / tax advisers Independent accountant Technical experts PR/Communications adviser 16

Welcome Being IPO ready CURRENTLY SPEAKING Due Diligence Process David Ryan Partner Bridging Borders Webinar Series Due diligence committee DDPM Key issues register Verification DDC Report/ sign offs 17

Welcome Issues and Challenges CURRENTLY SPEAKING Due Diligence Process Why conduct due diligence? David Ryan Partner Bridging Borders Webinar Series To ensure there are no misleading or deceptive statements or omissions To verify statements of fact and ensure reasonable grounds forward looking statements To assist in establishing due diligence defence 18

Welcome Issues and Challenges CURRENTLY SPEAKING David Ryan Partner Prospectus Liability Civil and Criminal Liability • Misleading or deceptive statements • Omission of information as required by law • After lodgement of prospectus, new circumstances require disclosure and a replacement prospectus is not issued Bridging Borders Webinar Series Who may be exposed to liability? Parties involved in the IPO process (including but not limited to): • Offeror of securities (the company) • Directors and proposed directors • Underwriters • Persons in contravention of the law Defences • 'Due Diligence Defence' – made all enquiries which were reasonable and believed the statements were not misleading or deceptive • Unaware of the new circumstances that had arisen • Reasonably relied on information provided by someone outside the company (eg. professional advisers) 19

Welcome Issues and Challenges CURRENTLY SPEAKING Life as an ASX Listed Entity • ASX – 15% (or 25% if applicable) limit • Ability to undertake rights issue or share purchase plan • Approval required for issues to related parties (eg. directors) Share Issues David Ryan Partner • ASX imposed shareholder approval requirements Related parties Continuous disclosure Financial reporting Termination benefits Bridging Borders Webinar Series • Immediately inform the market of information that would have a material effect on the price or value of securities • Timing and format of financial reporting requirements • Restrictions imposed under ASX Listing Rules 20

Welcome Issues and Challenges CURRENTLY SPEAKING Ongoing requirements for Foreign Companies • Same continuing obligations as Australian companies, unless foreign exempt listing David Ryan Partner • ASX may impose additional disclosure requirements or waive certain Listing Rules • Eg. Australian takeover and substantial shareholder provisions do not apply to companies incorporated outside Australia, ASX requires a statement of that fact in each annual report and an undertaking to disclose to the market promptly Bridging Borders Webinar Series 21

Welcome Key Takeaways CURRENTLY SPEAKING Develop a good business plan and credible investment story Start preparations early and view the IPO as a continuing process rather than a one-off financial event David Ryan Partner Be realistic – it is important to understand the amount of work and time involved in preparing for an IPO Determine whether an IPO is the right option Bridging Borders Webinar Series Appoint an experienced IPO team early in the process (ie. lead managers, underwriters, lawyers, accountants etc) It is not as complicated as people often think 22

Welcome THANK YOU CURRENTLY SPEAKING David Ryan Partner Bridging Borders Webinar Series THANK YOU 23