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Saturday, December 16, 2017 
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Frequently Asked Questions

There are 3 criteria that your company needs to fulfill in order to list on AeRO:

  • be a joint-stock company (SA)
  • have anticipated market value/ equity of EUR 250,000
  • have a 10% free-float (10% of the shares to be in investors’ portfolios), or for the company to have minimum 30 shareholders.

Do you think you fulfill these requirements? Contact us today at aero@bvb.ro for more details or get in touch with an Authorized Advisor!

When it comes to issuing bonds on AeRO, the only requirement imposed on a company is to be a joint-stock company (SA). There is no minimum requested value of the offering imposed.

The two markets mainly differ in the requirements for the listing process and post-listing obligations.

For the Main Market, a company has to:

  • be a joint stock company,
  • have an anticipated market capitalization of at least EUR 1 mn (or, if this is not available, it is taken into consideration the company’s shareholders’ equity - capital and reserves, including profit or loss, from the last financial year, which must be at least EUR 1mn;
  • have a free-float of at least 25% (shares not owned by the company, nor by strategic investors)
  • have a history from at least the past 3 years.

For younger companies, which do not fulfill the criteria to be listed on the Main Market, AeRO was created. In order to be listed on AeRO, the company will need to have an estimated capitalization of at least EUR 250,000. The early capitalization will be estimated on the basis of an assessment made by the Authorized Advisor. There is also a second criterion that will be taken into account in case of listing of shares on AeRO – the free float, meaning at least 10% of shares to available for trading (not locked up in the shareholder’s hands) or alternatively, minimum of 30 shareholders.

There is no correct answer to this question, since these instruments have different characteristics and offer different benefits. By issuing new shares and listing them on the stock exchange, an entrepreneur sells part of his company to the public, the stake depending on the amount of money the company needs as well as the percentage of the company he is comfortable selling. As opposed to bonds, when issuing shares, there is no debt that has to be repaid to the investors. Once listed on the stock exchange, the company can also benefit from other financial gains, such as using own shares as a collateral when accessing bank loans or as a currency to acquire competition. For more information about the benefits of listing, click here.

Bonds on, the other hand, involve borrowing capital from investors, in exchange for periodical interest rate payments. Bonds are an attractive instrument to entrepreneurs as issuing them does not affect the ownership of the company or how the company is operated, while, at the same time, offering the company exposure and publicity granted by accessing financing through the stock exchange. The money borrowed from investors has to be repaid at maturity, or in tranches. The funds can also be rolled over through an issuance of new bonds, replacing the previous issuance. Alternatively, the bonds can be converted into shares at maturity, or even at certain given moments before it, thus reducing the amount of money to be paid to bonds holders at maturity (they are referred to as convertible bonds).

Valuation is one of the most important steps in a company’s journey to the stock market. Before listing shares, your company will receive a market valuation carried out by a professional - investment bank or a brokers, using tools which are widely acknowledged, like assets and multiples. Also, a comparison with similar companies in Romania as well as in the region should be provided.

The evaluation report will contain a descriptive part, a commercial and an operational analysis – one legal and one financial. For applications based on income approach, the report will also contain a description of the strategy linked to the future business development and assumptions in explaining and justifying parameters considered in the financial model of evaluation based on income.

Based on this valuation, intermediary together with the company’s shareholders will decide the price at which the company will be sold to the investors (in case of shares), or the interest rate offered to investors in the case of bonds issuance. In case of listing of shares, the price should ideally be set-up as the best price, not too low (so the company is not undervalued) but also, not too high (so that the company is not overvalued).

Yes, after the listing, the price can rise or drop. The stock price can be influenced by many factors. After the listing, the valuation of a company is made by investors, based on the demand and offer of the shares of that company. Investors decide to buy or sell a stock based on the information they receive from the company as well as the information they read in the media, the economic environment etc.

The evolution of a stock can be influenced by events such as, inter alia,:

  • Earnings and sales growth
  • New product releases
  • Management and transparency
  • Evolution of the sector
  • Changes in the legal framework (independent of the company)
  • Macroeconomic developments (independent of the company)

Investor Relations activities of a company are designed to assure the good relation between the issuer and the shareholders/potential investors by providing complete and accurate information to the investor’s community. The better these activities, the higher the interest of analysts and investors will be, which can ultimately lead to an increase of both trading activity and the share price.

Yes, you can do this through the technical listing, in case your company has several shareholders. In case of technical listing, no offering takes place, which means that the shareholder structure of the company is not impacted in any way and the company simply decides to be take advantage of the benefits of being a listed company (additional visibility, credibility, transparency). For technical listing on AeRO, only a memorandum has to be provided. Also, you will still need to fulfill the listing criteria, including the minimum requirement of 30 shareholders or, alternatively, a 10% free float.

After the listing, a company should stay in regular contact with its shareholders by fulfilling its mandatory reporting obligations – half-yearly reports as well as current reports in cases of occurrences of any significant events. It is also crucial to maintain good investor relations as well as try to comply with the best practices in the field of corporate governance as specified in the Corporate Governance Principles for AeRO listed issuers. For more information about what happens after listing, click here.

The costs of issuing shares on AeRO are not fixed and involve the following fees:

  • Authorized Advisor fees for the preparation of the due diligence report, company valuation, prospectus and investor presentation, investment teaser etc.
  • Auditors’ fees, for carrying out the audit of the financial statements
  • Prospectus fee to be paid to ASF (in case of an IPO)
  • ASF fee, which equals a percentage of the offering
  • ASF fee for registering of securities
  • Central Depository fees
  • Bucharest Stock Exchange fees, which are specified below

Fees charged by the BVB include the fee for processing of the listing application and admission to trading (both paid at once) and the fee for maintenance to trading (paid on an annual basis). To see more details, please consult the dedicated section of our website.

The costs of issuing bonds on AeRO are not fixed and involve the following fees:

  • Authorized Advisors fees for the preparation of memorandum
  • ASF fee for registering of securities
  • Central Depository fees
  • Bucharest Stock Exchange fees, which are specified below

Fees charged by the BVB include the fee for processing of the listing application and admission to trading (both paid at once) and the fee for maintenance to trading (paid on an annual basis). To see more details, please consult the dedicated section of our website.

The process of preparing a company to list on AeRO can take between 3 to 6 months. The length of the process will depend on the company’s preparedness. The size of the company, public offering structure and its value are also relevant in determining how long the listing process will take. For more information regarding the length of your company’s listing process, you should contact an Authorized Advisor.

AeRO is the perfect place to look for alternative finance if you have a relatively young and small business. The minimum requirements for the companies willing to be listed on AeRO are: at least EUR 250,000 anticipated market value, at least 10% free-float or 30 stakeholders. AeRO is the right choice for the entrepreneurs in at least one of the following situations:

  • have an excellent idea that might be a breakthrough if put into practice;
  • the lack of capital is the highest impediment to the company growth;
  • aim for an assessment at an objective price for the company, established by meeting supply and demand.

Yes, you do. The Authorized Advisors (AAs) have an indispensable role in listing shares and bonds on AeRO market. Authorized Advisors are companies experienced in the field of corporate financing and are nominated by the Bucharest Stock Exchange. The role of an Authorized Advisor is to:

  • carry out analysis of the company’s listing opportunity;
  • offer advice on drafting the documentation required for listing on AeRO;
  • draft, together with the company, prospectus or memorandum (depending on the type of offering);
  • carry out valuation of the company;
  • carry out the offering process (IPO, private placement or technical listing);
  • after listing on AeRO, provide assistance to the company for complying with the regulatory reporting obligations for at least one year 

Authorized Advisors are legal entities authorized by BVB. Authorized Advisors support potential issuers with drafting all the necessary documentation as well as they certify the accuracy of the information and documents submitted. The role of an Authorized Advisor continues after the listing, as it he has a role in assisting the issuer in fulfilling the reporting obligations for a period of 12 months following the listing. This period can however be extended or shortened by BVB, at the request of the issuer.

If you are interested in issuing shares or bonds on AeRO, please send us an e-mail to: aero@bvb.ro. You may also contact one of the authorized intermediaries for further details. You can find the full list here.