Pre-Marketing: pilot fishing, pre-soundings and non-deal roadshows | Practical Law

Pre-Marketing: pilot fishing, pre-soundings and non-deal roadshows | Practical Law

This note provides an overview of pre-marketing practices in the context of initial public offerings (IPOs) on the Official List and Main Market of the London Stock Exchange and documented follow-on offerings in the UK with a concurrent unregistered offering to institutional investors in the US. This note focuses on pilot fishing and pre-sounding, differentiating these activities from what are sometimes referred to as non-deal roadshows (NDRs).

Pre-Marketing: pilot fishing, pre-soundings and non-deal roadshows

Practical Law UK Practice Note 1-545-1685 (Approx. 29 pages)

Pre-Marketing: pilot fishing, pre-soundings and non-deal roadshows

by John Ahern, Katten Muchin Rosenman UK LLP and Marie Elena Angulo, Jones Day
Law stated as at 01 Jul 2015 • UK, United Kingdom, USA (National/Federal)
This note provides an overview of pre-marketing practices in the context of initial public offerings (IPOs) on the Official List and Main Market of the London Stock Exchange and documented follow-on offerings in the UK with a concurrent unregistered offering to institutional investors in the US. This note focuses on pilot fishing and pre-sounding, differentiating these activities from what are sometimes referred to as non-deal roadshows (NDRs).
In particular, this note examines the key legal implications and practical issues that issuers and underwriters face when engaging in UK and US pre-marketing activities and non-deal roadshows and looks at some of the key market practice points. This note also suggests an analytical tool for issuers and underwriters to use when considering pre-marketing activities and NDRs: CAT - content, audience and timing.
This note is in the process of being reviewed in light of the issue by the FCA on 26 October 2017 of the following policy statement, ‘Reforming the availability of the information in the UK equity IPO process’ (PS17/23) (see Legal update, IPOs: amended rules on availability of information in the IPO process).
This note will be updated to reflect market practice changes resulting from new rules in the Financial Conduct Authority's (FCA) Conduct of business sourcebook (COBS) that take effect on 1 July 2018.
The FCA is introducing new requirements that a prospectus or registration document be published before any connected research is released and that providers of unconnected research be given access to the issuer's management. These rules will apply to regulated markets and not to IPOs on multilateral trading facilities such as AIM. For further details, see Legal update: IPOs: amended rules on availability of information in the IPO process) and Practical Law article: Initial public offerings: changes coming down the track.