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Strategy Article

IPO on BME Growth: Market Access Guide

IPO on BME Growth (formerly MAB): minimum 10% free float, Registered Adviser requirement, €200,000-€500,000 listing costs and 6-9 month process for Spanish SMEs seeking capital markets.

6 min read

BME Growth — relaunched under its current name in 2021, having previously operated as the Alternative Stock Market (MAB) — is Spain's dedicated equity market for expanding companies with smaller capitalisation. Since its creation in 2006, it has grown into a genuine alternative to private equity and venture capital for Spanish SMEs and family businesses with established business models seeking growth capital, liquidity for existing shareholders, or increased market visibility.

How BME Growth Differs from the Main Spanish Stock Exchange

BME Growth is a multilateral trading facility (MTF) regulated by BME (Bolsas y Mercados Españoles) and supervised by the CNMV (Spain’s securities regulator). Compared to Spain’s main Continuous Market (Mercado Continuo), where Ibex 35 companies and other major listed entities trade:

  • No minimum capitalisation or profitability threshold: a company does not need to have achieved profitability to list on BME Growth. This distinguishes it from the main market and makes it viable for profitable but smaller companies, as well as for pre-profit growth businesses.

  • Simplified admission document: the Documento Informativo de Incorporación al Mercado (DIIM) replaces the full prospectus required on the main market for offers above €8 million. Provided the offer falls below the EU Prospectus Regulation threshold, the DIIM does not require CNMV pre-approval, significantly reducing timelines and costs.

  • Registered Adviser model: instead of a sponsor, BME Growth uses a Registered Adviser (AR) — a firm or financial institution accredited by BME — who accompanies the company throughout the listing process and remains contractually engaged during its entire market life. Over 40 entities are accredited as Registered Advisers as of 2025.

Admission Requirements in Detail

The admission requirements, governed by BME Growth’s Circular 1/2020 and subsequent amendments, cover the following areas:

Financial history: two complete years of audited accounts prepared in accordance with IFRS or, for companies not required to apply IFRS, Spain’s General Accounting Plan (PGC) with applicable sectoral adaptations. The auditor should ideally have prior experience in market listing processes.

Free float: at least 10% of the share capital must be in public hands. In practice, recent listings typically achieve a 20-25% free float to ensure adequate secondary market liquidity.

Market Incorporation Document (DIIM): this is the central disclosure document for the listing. It must include a business description, risk factors, historical and projected financial information, ownership structure, intended use of proceeds and information about the management body. It is prepared by the company with the Registered Adviser and is reviewed by BME Growth before publication.

Corporate governance: the company’s articles of association must be adapted to meet market requirements, including provisions on dividend policy, board composition and an internal conduct regulation.

Ongoing disclosure obligations: once listed, the company must publish semi-annual and annual financial information, disclose material facts immediately, and report transactions by persons with management responsibilities — obligations that apply under the EU Market Abuse Regulation (MAR, Regulation 596/2014), which has applied to BME Growth since 2016.

Types of Listing Operations

BME Growth accommodates three main approaches to joining the market:

Share subscription offer (OPS): the company issues new shares placed among investors at the time of listing. This is the preferred route when the primary objective is raising growth capital. Recent OPS transactions on BME Growth have typically raised between €5 million and €30 million.

Share sale offer (OPV): existing shareholders sell part of their stake to the market. This allows founding shareholders or venture capital investors to achieve partial liquidity without the company receiving the proceeds directly. OPS and OPV structures are frequently combined in a single operation.

Direct listing without an offer: the company begins trading without raising funds or selling existing shares, gaining market visibility and establishing the infrastructure for future capital increases. This is the lowest-cost short-term option but still requires meeting all regulatory requirements.

Realistic Costs and Timelines

The costs of a BME Growth listing vary with deal size and advisers involved. A realistic breakdown for a mid-sized operation is:

  • Registered Adviser (incorporation): €80,000-€200,000
  • Annual Registered Adviser maintenance fee: €30,000-€60,000 per year
  • Audit of historical accounts and projections: €20,000-€50,000
  • Legal advisory (DIIM, due diligence, corporate housekeeping): €50,000-€150,000
  • BME incorporation fee and annual listing fee: €5,000-€20,000 depending on capitalisation
  • Road show and communication costs (for offers with a public tranche): €30,000-€80,000

The total process from beginning preparatory work to the listing date is typically six to nine months for companies with accounts already in order and no significant corporate contingencies.

Tax Incentives for Investors in BME Growth Companies

One of the key investor attractions specific to BME Growth is the availability of personal income tax (IRPF) deductions for investments in expanding companies. Under the framework updated by Law 28/2022 on the promotion of the start-up ecosystem, individuals investing in shares of qualifying companies in their first year of BME Growth listing may benefit from an IRPF deduction of up to 50% of the investment amount, with an annual cap of €100,000 invested. The capital gain realised on eventual sale may also qualify for partial exemption under specific conditions.

These incentives materially improve the investor return on early-stage BME Growth placements and are a meaningful selling point in the road show process.

Pre-IPO Valuation: How to Set the Offer Price

Valuation is typically the most challenging and contentious element of any IPO process. In BME Growth, where secondary market liquidity is lower than on the main exchange, institutional investors apply larger illiquidity discounts than they would for equivalent companies on more liquid markets.

The standard methodology uses three inputs: a discounted cash flow (DCF) model as the fundamental anchor, benchmarking against trading multiples of comparable listed companies in Europe (EV/EBITDA, EV/Revenue, P/E), and precedent transaction multiples in the sector. For technology or high-growth companies without stabilised EBITDA, revenue multiples carry more weight. The offer price is typically set at a 10-20% discount to the theoretical maximum valuation to facilitate placement and provide upside for early investors in the secondary market.

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