Cornerstone Investment Agreement

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  • 9 Aprile 2021

Although none of the IPOs supported by Dendasehrn had this characteristic in 2019, a major investor could apply for directors` appointment rights if its participation in the IPO is significant enough to merit such a participation. In Europe, however, the angle model was used in another way. As market conditions become more difficult, European issuers and their shareholders have attempted to make investments for divestment, guaranteeing a certain demand and also putting on the market the participation of a quality investor. Where markets are more buoyar, they may be seen as less desirable, as issuers and sellers focus on expanding the stock register and increasing THE liquidity of IPOs. A representative of the Board of Directors cannot be considered useful to an investor who wishes the flexibility to leave his investment at the time of his election. While due to its representation on the Board of Directors, the EU Market Abuse Regulation does not prohibit an investor from treating the issuer`s securities as the director for a “closed” period (i.e. 30 days before the publication of the annual or interim results), the issuer may require the investor to accept such restrictions in exchange for the director`s right to appoint. Even if this is not the case, the market may not be able to respond appropriately to the fact that an investor markets a possible sale of shares during a closed period. The guarantees granted to the investor in the keystone investment agreement are generally very limited, since the investment decision is made on the basis of the information contained in the prospectus. This reflects the approach taken in the Hong Kong market, but the obligation to treat each IPO investor in the same way does not apply in the UK and the investor could therefore, in theory, strive for broader protection. One of the drawbacks of any corner investment is that it puts a significant number of shares in the hands of an investor and does not offer width to the shareholder register. The possibility of entering into tailored agreements with key investors distinguishes the European approach from the strictly regulated process in Hong Kong, which expressly prohibits the obtaining of direct or indirect benefits (with the exception of the guaranteed allocation at the time of the IPO) by the key reference investor and where the basic investor must pay the IPO price for his shares , agrees to a blackout period of at least six months after the listing and renounces any representation of the board of directors. The final agreement is usually recorded in a substantial investment agreement between the issuer, all selling shareholders and the keystone investor.

With regard to the four key investments mentioned above in 2019, it was only the only strategic investor, Mastercard, who participated in Network International IPO as the keystone, subject to a blocking of its shares, while institutional investors who participated in IpOs Trainline, Traton and Marel as keystone could be traded without the listing of the shares on the market.