IPO Advisory: Take Your Company to Market at the Right Price

An initial public offering (IPO) is the first sale of a company's shares to the public through admission to trading on a regulated market or multilateral trading facility, enabling the company to raise equity capital and providing existing shareholders with a mechanism for partial or full liquidity. In Spain, IPOs on regulated markets require CNMV approval of a prospectus under EU Prospectus Regulation 2017/1129 and the Securities Market Act (LMV), followed by ongoing obligations including periodic financial reporting under IFRS, significant shareholder notifications, and related-party transaction approval procedures. The BME Growth market (formerly MAB) provides a lighter-touch listing pathway for small and medium-sized companies, with lower minimum float requirements and reduced ongoing compliance costs, making it accessible to companies with revenues from approximately EUR 10 million seeking to raise EUR 5–50 million.

Our IPO advisory team combines valuation expertise, capital markets knowledge, and financial communications to ensure your company’s market debut achieves the strongest possible investor backing and the best long-term outcome.

Why Inadequate IPO Preparation Destroys Value at the Most Critical Moment

Companies approaching an IPO without structured preparation consistently encounter the same preventable problems: financial reporting that does not meet the auditability standards institutional investors expect, an equity story that lacks the specificity and differentiation needed to compete for allocation in a crowded market, governance structures that do not reflect best practice for a publicly listed entity, and valuation assumptions not stress-tested against comparable listed companies. These gaps, discovered during the formal IPO process, create costly delays, pricing concessions, or deal failure. And a mispriced IPO that prices at a discount to fair value cannot be corrected on the road — it sets a reference point for the stock that constrains value recovery for years. Banks have a natural incentive to price conservatively: an independent reference valuation is the necessary counterweight.

Our IPO Readiness and Capital Markets Listing Process

We recommend beginning IPO preparation 12 to 18 months before the target listing date. The readiness assessment evaluates the management team, financial reporting quality, internal controls, governance architecture, and equity story coherence. We identify and close gaps systematically before the formal process begins. During execution, we provide an independent reference valuation anchored against comparable listed companies and precedent transactions. We coordinate ESG readiness for CSRD-compliant disclosure, manage the investor relations narrative, and support the board through the regulatory and procedural requirements of the CNMV approval process. The corporate governance team ensures the board structure and documentation reflect best practice for a listed entity before institutional investors conduct their diligence.

Real Results in IPO Advisory: €600M+ Raised and 25+ Mandates Completed

• 25+ IPO and listing mandates across BME, BME Growth, and European markets.
• EUR 600M+ in capital raised in public offerings across primary and secondary transactions.
• Independent reference valuation that narrows the pricing gap with underwriting banks, providing the board with an objective benchmark before any offer is evaluated.
• Equity story development and stress-testing: investor narratives that withstand analyst scrutiny and generate institutional demand for book coverage.
• Post-IPO investor relations advisory: ongoing disclosure management, analyst relationship cultivation, and follow-on transaction support.

IPOs on regulated markets in Spain require CNMV approval of a prospectus under EU Prospectus Regulation (2017/1129) and the Securities Market Act (LMV). Admission to listing requires compliance with ongoing obligations including periodic financial reporting under IFRS, significant shareholder notifications, and related-party transaction approval procedures. Governance standards for listed companies follow the CNMV’s Good Governance Code. ESG disclosure obligations have expanded significantly under the CSRD first wave, which covered public-interest entities from fiscal year 2024 — a listed company without a credible CSRD-compliant sustainability report increasingly faces institutional investor pressure that affects book-building quality. Our valuations specialists provide the independent valuation framework that underpins both the IPO pricing process and the ongoing capital markets communications that sustain institutional ownership post-listing.

The IPO landscape in Spain: BME, BME Growth, and European options

An Initial Public Offering represents the transition from private to public ownership — and with it, a fundamental transformation in the governance, transparency, and accountability standards to which a company is held. In Spain, the primary listing venue for established companies is the Bolsa de Madrid (BME), while BME Growth (formerly the Mercado Alternativo Bursátil, or MAB) provides an accessible listing route for smaller and growth companies. For companies with European ambitions or investor bases, Euronext (particularly Euronext Growth Paris or Amsterdam) and the London AIM represent international alternatives.

The choice of listing venue is driven by: the company’s size and market capitalisation, the target investor base (retail versus institutional, domestic versus international), the ongoing compliance burden the management team is prepared to accept, and the specific sector — technology companies may find better sector analyst coverage and investor appetite on Euronext than on BME.

The pre-IPO preparation process

Successful IPO advisory begins 18-24 months before the targeted listing date. The preparation work transforms a privately managed company into one that meets the governance, financial reporting, and transparency standards required by capital markets:

Financial reporting readiness: listed companies in Spain must file annual audited accounts under Spanish GAAP (PGC) or, for companies above applicable thresholds, IFRS. The transition to IFRS from PGC involves significant accounting policy changes — particularly around revenue recognition (IFRS 15), lease accounting (IFRS 16), and financial instruments (IFRS 9) — that must be implemented and audited before the prospectus can be filed.

Corporate governance transformation: the board composition, committee structure, and executive remuneration framework required for a listed company are materially more demanding than for a private company. Our corporate governance team implements the necessary changes in parallel with the financial reporting preparation.

Internal controls: the CNMV requires that listed companies maintain adequate internal financial controls. Establishing a controls framework — segregation of duties, approval authorities, financial close procedures — is a critical pre-IPO workstream.

The IPO transaction: prospectus, bookbuild, and pricing

The IPO transaction itself involves the preparation of the prospectus (folleto de oferta) registered with the CNMV, the investor education and marketing process (roadshow), the institutional book-building process, and the pricing and allocation of shares. Our advisory covers:

• Equity story development: defining the investment proposition — growth drivers, competitive moat, management track record, and financial targets — in terms that are compelling and credible to institutional investors.
• Prospectus coordination: managing the drafting process involving legal counsel, auditors, underwriting banks, and the CNMV review process.
• Valuation benchmarking: using comparable company analysis and DCF methodology to establish a realistic pricing range that balances adequate proceeds for the company against leaving room for aftermarket performance.
• Syndicate management: selecting and managing the underwriting banks, ensuring competitive fee structures and commitment to quality aftermarket research coverage.

Post-IPO obligations and investor relations

The IPO is not the end — it is the beginning of an ongoing relationship with capital markets. Listed companies face quarterly financial reporting obligations, continuous disclosure requirements (Hechos Relevantes), analyst coverage management, and Annual General Meeting (Junta General) preparation. Our corporate secretarial and corporate governance teams provide the ongoing compliance infrastructure that newly listed companies require.

Contact our corporate finance team for a preliminary discussion of your listing options and timeline.

BME Growth: the Spanish growth market listing route

BME Growth (formerly MAB) provides a cost-effective listing route for Spanish SMEs and family businesses seeking market access without the full regulatory burden of the main market. The liquidity reference price mechanism, simplified prospectus requirements, and lower ongoing compliance costs make BME Growth accessible for companies with market capitalisations in the EUR 5-100 million range. Our corporate governance and corporate finance teams have direct experience preparing companies for BME Growth listings and managing the post-admission compliance cycle.

Regulatory framework: CNMV, LMV, and EU Prospectus Regulation

The Spanish IPO regulatory environment is governed by a combination of EU-level and national instruments that our team applies across all listing mandates:

EU Prospectus Regulation (Regulation 2017/1129): the primary EU instrument governing the content, format, and review of prospectuses for public offerings and admissions to trading on regulated markets. It introduced the Universal Registration Document (URD) for frequent issuers and standardised the liability framework for prospectus inaccuracies. The Regulation applies directly in Spain without national transposition, but Spain’s LMV provides the national procedural framework for CNMV review.

Securities Market Act (LMV, Law 6/2023): Spain’s consolidated securities market law, which superseded the 1988 LMV. It governs: the organisation and operation of regulated markets (BME), multilateral trading facilities (BME Growth), and systematic internalisers; market abuse offences (insider trading, market manipulation); significant shareholder notification obligations (notificación de participaciones significativas — at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 70%, 75%, and 90% ownership thresholds); and the continuous disclosure regime (Hechos Relevantes — material events that must be disclosed to the CNMV immediately and without delay).

CNMV (Comisión Nacional del Mercado de Valores): Spain’s securities markets regulator. It reviews and approves prospectuses (standard review time: 20 working days for first submission, reduced for repeat issuers), monitors post-admission compliance, and enforces market abuse obligations. CNMV sanctions for late disclosure, insider trading, or prospectus inaccuracies can reach EUR 5 million or 10% of annual revenue for serious violations.

IFRS standards relevant to listed companies: companies admitted to EU regulated markets must use IFRS for consolidated accounts. Key standards affecting IPO financial preparation include IFRS 15 (Revenue Recognition), IFRS 16 (Leases — significant impact on hospitality, retail, and logistics companies with large real estate portfolios), IFRS 9 (Financial Instruments), and IFRS 3 (Business Combinations — relevant where the company has made acquisitions that must be consolidated). The transition from Spanish GAAP (PGC) to IFRS is one of the most significant pre-IPO workstreams for first-time issuers.

CNMV Code of Good Governance (updated 2020): a comply-or-explain governance framework for listed companies. Its recommendations cover board composition (minimum 30% female directors, majority independent directors for larger companies), audit committee structure and powers, director remuneration policy transparency, and related-party transaction procedures. Pre-IPO governance transformation must align the company with these standards before admission.

Market Abuse Regulation (MAR, Regulation 596/2014): applicable from the moment shares are admitted to trading. Its requirements — immediate disclosure of inside information (Article 17), insider lists (Article 18), prohibition on insider trading and market manipulation — apply to the company and all of its insiders from day one. Pre-IPO preparation of MAR compliance procedures (insider list management, disclosure windows, safe harbour programmes for buybacks) is a critical operational workstream.

Sectors most active in Spanish capital markets

Renewable energy: photovoltaic and wind energy platforms have been among the most active sectors on both the main BME market and Euronext in recent years, driven by institutional demand for ESG-aligned infrastructure assets. Listing these platforms requires specific CNMV regulatory analysis for the energy sector (CNMC interaction), project company consolidation treatment, and ESG disclosure quality.

Technology and SaaS: Spanish technology companies — particularly those with B2B SaaS models generating recurring revenue — have found better institutional investor reception on Euronext Growth Paris and Amsterdam than on BME, due to stronger technology sector analyst coverage in those markets. Our team advises on listing venue selection based on where institutional investor demand for the specific business profile is strongest.

Real estate (SOCIMIs): the SOCIMI structure (Spain’s REIT equivalent) requires BME listing as a condition of its 0% corporate tax rate (Law 11/2009). SOCIMI listings have been the most active segment of the Spanish capital market in recent years, with admission of new platforms holding residential, commercial, and logistics assets. SOCIMI-specific requirements include: at least 75% of assets in qualifying real estate, at least 80% of qualifying income distributed as dividends, and CNMV registration of the distribution policy.

Healthcare and life sciences: pharmaceutical companies, medical device manufacturers, and healthcare services groups represent a growing segment of European capital markets. Pre-clinical and clinical stage biotech companies seeking listing on a European market to fund development programmes require specific prospectus treatment of development risk and regulatory pathway.

Financial services: fintech platforms, insurance intermediaries, and asset managers are active in capital markets fundraising via private placements leading to listing. CNMV authorisation as a regulated entity (investment firm, credit institution, or insurance company) must be obtained — or pre-obtained — before admission to trading.

Company size segmentation for IPO readiness

Companies with EUR 5M–EUR 30M market capitalisation: BME Growth (formerly MAB) is the appropriate listing venue. Minimum free float of 15% (EUR 750K at EUR 5M market cap) is achievable for most targets. Listing agent requirement (an accredited Listing Advisor). Pre-IPO preparation timeline: 9–12 months. Typical fundraise: EUR 3M–EUR 20M. Corporate governance requirements are lighter than for main market, but CNMV market abuse compliance and ongoing Hechos Relevantes disclosure apply from admission.

Companies with EUR 30M–EUR 200M market capitalisation: main market listing (BME) or Euronext Growth. Full CNMV prospectus review process. IFRS transition typically required. Institutional roadshow across European long-only funds. Full underwriting syndicate. Pre-IPO preparation timeline: 18–24 months.

Companies above EUR 200M market capitalisation: full BME main market or dual listing (BME + Euronext). International institutional investor base with US, UK, French, and Scandinavian fund participation. Typically requires one or two global coordinator banks and a domestic co-manager. ESG investor dialogue is critical for book quality at this level. Pre-IPO CSRD-aligned sustainability report expected.

PE-backed companies seeking partial exit: many Spanish IPOs are partial secondary transactions — existing PE shareholders selling down alongside a primary capital raise. The equity story must explain the PE exit rationale whilst maintaining momentum with new institutional investors. Lock-up arrangements for selling shareholders are a key negotiating point with the underwriting banks.

Worked example: BME Growth listing for a healthcare technology company

A healthcare technology company providing SaaS-based clinical management software to primary care centres (EUR 12M ARR, EUR 3.2M EBITDA, 95% recurring revenue, 85 employees) engaged our team to advise on a BME Growth listing targeting EUR 15M in new primary capital to fund product development and European market expansion.

Pre-IPO preparation (months 1–10):

• IFRS conversion: PGC to IFRS 15 (revenue recognition for multi-element SaaS arrangements) and IFRS 16 (office lease — EUR 420K liability capitalised). Two years of comparative IFRS accounts required. Audit of IFRS accounts completed by month 7.
• Corporate governance: board expanded from 3 to 6 members (2 founders, 1 CEO non-founder, 3 independent directors including one with healthcare industry background and one with listed company experience). Audit Committee and Compensation Committee established.
• Equity story development: investment proposition centred on 40% ARR growth rate, 120% net revenue retention, and validated product-market fit in 3 EU markets (Spain, Portugal, Germany pilot).
• Listing Advisor appointed: BME-accredited firm engaged for regulatory coordination with CNMV.
• CNMV review: prospectus submitted month 9; CNMV issued 2 rounds of comments; final approval month 11.

Transaction execution (months 10–12):

• Pre-marketing to 15 institutional investors identified by the Listing Advisor; 8 submitted expressions of interest at valuations ranging from EUR 38M to EUR 52M EV.
• Final pricing: EUR 12 per share, EUR 45M market capitalisation (3.75x ARR, 14x EBITDA). EUR 15M primary raise (1.25M new shares). Founders sold EUR 3M secondary (lock-up 18 months on remaining stake).
• Admission to trading: BME Growth, day 1 trading volume EUR 2.1M.

Post-IPO: we provide ongoing Hechos Relevantes compliance support, Annual General Meeting preparation, and half-year and full-year results communication management.

Five common IPO preparation mistakes

1. Starting too late. Companies that initiate IPO preparation less than 12 months before their target listing date invariably encounter timeline slippage — IFRS conversions take longer than expected, governance changes require board-level recruitment, and CNMV review rounds extend the process. The 18-month preparation window exists for a reason.

2. Relying exclusively on the underwriting bank’s valuation. Underwriting banks have a structural incentive to price conservatively: a stock that trades up after IPO is easier to place than one that falls. An independent reference valuation — anchored against comparable listed companies and supported by a detailed financial model — provides the board with an objective benchmark and narrows the gap between where the banks want to price and where the company’s value actually lies.

3. Inadequate equity story differentiation. Institutional investors on an IPO roadshow hear dozens of investment pitches in each sector. A story anchored on generic growth metrics without a credible competitive moat, a clearly identified addressable market, and evidence of sustainable differentiation will not generate the institutional demand needed for a successful book build.

4. Underestimating post-IPO compliance obligations. Many first-time issuers focus entirely on the IPO transaction and are unprepared for the disclosure discipline required of a listed company. A missed Hecho Relevante notification triggers CNMV enforcement. A late accounts filing is a public reputational event. We build the post-IPO compliance infrastructure in parallel with the pre-IPO preparation.

5. Governance transformation deferred to post-IPO. Institutional investors conduct governance due diligence before the book builds. A board composed solely of founders without independent directors, an absent audit committee, or a related-party transaction policy that does not reflect listed-company standards will suppress institutional demand and pricing. Governance must be institutional-grade before the roadshow, not after.

How we work: IPO advisory mandate structure

Months 1–3 (readiness assessment): IPO readiness diagnostic across financial reporting, governance, internal controls, equity story, and CNMV regulatory requirements. Gap analysis and preparation roadmap.

Months 3–12 (preparation): IFRS conversion oversight, governance implementation, management accounts development to listed-company standard, equity story development and investor presentation preparation, independent valuation modelling.

Months 12–18 (transaction): prospectus coordination (alongside legal counsel, auditors, and underwriting banks), CNMV submission and review management, pre-marketing, roadshow support, valuation benchmarking for pricing negotiation.

Post-IPO (ongoing): Hechos Relevantes compliance management, analyst relations, AGM preparation, follow-on transaction advisory.

Fees are structured as a monthly advisory retainer during the preparation phase plus a success fee linked to admission to trading — typically 0.5–1% of gross IPO proceeds raised, credited against the retainer. Contact our corporate finance team for an initial IPO readiness discussion.