1. Decide why the company should list
A listing may provide access to capital, a publicly traded acquisition currency, greater visibility and broader ownership. It also brings costs, transparency and continuing obligations. The board should therefore identify the primary objective before selecting advisers, marketplace and timetable.
The objective shapes the process. A company primarily seeking growth capital may combine the listing with an offering. A company focused on liquidity for shareholders may place greater emphasis on ownership distribution and the investor base. Unclear objectives make it difficult to build a credible transaction structure.
The plan should also be anchored with major shareholders. Lock-ups, future funding, dilution and long-term ownership intentions need to be addressed early.
2. Select the marketplace based on maturity
Nasdaq First North Growth Market is a growth market rather than a regulated market. Its framework is designed for growth companies, but the requirements remain substantial. A company must appoint a Certified Adviser to assess its suitability and monitor compliance while it remains listed.
The choice should not be based only on which rulebook appears easier. Investor base, funding needs, sector, cost, international visibility and future transaction plans are equally important. Another growth market or a regulated market may be more appropriate for some companies.
Obtain an early assessment from a Certified Adviser and the other key advisers. A realistic gap analysis is more useful than an optimistic preliminary timetable.
3. Put the ownership and corporate structure in order
The share register must be accurate and capable of reconciliation with valid corporate resolutions. Historical issues, options, convertibles, transfers and shareholder agreements require review. Problems do not become less important because they are discovered close to the listing.
The group structure should be understandable. Material intellectual property, customer contracts and permits must sit in the appropriate entity. Related-party transactions and balances should be identified, documented and, where necessary, put on arm’s-length terms.
Many deficiencies can be corrected, but correction may require board or shareholder resolutions, agreements with owners or registration with the Swedish Companies Registration Office. This work should therefore begin before the external listing process reaches full speed.
4. Build an organisation capable of operating as listed
After admission, the company must report financially, assess inside information, disclose correctly and maintain effective governance. The board, management and finance team need both competence and actual capacity.
Adopting an insider policy, disclosure policy and financial calendar is not enough. Responsibilities must be clear. Who assesses a new event? Who records a decision to delay disclosure? Who quality-checks the report and who can release an announcement?
Test the workflows before listing. Run a simulated reporting process and a scenario involving potential inside information. Practical testing quickly identifies gaps in responsibility and resources.
5. Secure funding and working capital
A listing process costs money and consumes management time. The company needs funding for the process itself and sufficient working capital after admission. The budget should include advisers, audit, marketplace fees, communications, systems and internal resources.
Where the listing is combined with an issue, the amount, valuation, subscription price, underwriting and use of proceeds must support each other. The plan should remain workable if the process is delayed or the raise is smaller than expected.
Bridge facilities and underwriting arrangements should be negotiated early. Fees, security and related-party considerations may otherwise create problems as the documentation is finalised.
6. Complete due diligence and create a consistent information package
Legal and financial due diligence should identify risks, deficiencies and matters requiring disclosure. A well-organised data room with clear indexing makes the work more efficient and reduces the risk of advisers using different versions.
The company description or prospectus, investor presentation, financial reports and announcements must give a consistent account of the business, strategy, risks and financing. Marketing cannot promise more than the formal documentation supports.
The board and management need to reserve time for verification. The company must ultimately be able to stand behind the information provided to the market.
7. Set a timetable with clear responsibility
A listing involves the company, Certified Adviser, legal counsel, auditor, issuing agent, communications adviser and sometimes additional parties. Every workstream affects the others. A shared master timetable must assign responsibility for each deliverable and identify clear decision points.
Allow time for corporate resolutions, financial review, marketplace questions and investor communication. A timetable that works only if everything is accepted on the first attempt is not realistic.
In our experience, the best starting point is a practical readiness review. It identifies what is complete, what can be remedied in parallel and which matters must be resolved before the company communicates a listing objective.