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.