Capital markets

We provide services for domestic and international companies interested in conducting a public or private offering of securities in Poland. We also work with Polish firms planning to offer or list their securities on international markets, including the US.

We support both small companies acting as issuers of securities for the first time as well as large international corporations utilising the financing opportunities offered by local and global capital markets on a regular basis.

We support our clients in each phase of the transaction. We provide comprehensive financial advisory services, from support in developing the business and financial strategy and in determining the optimum financing option (including the market for listing), through assistance in selection of the other advisors and in preparation of the prospectus, to support in the roadshow and in the placement of securities. We also provide assurance services, including audit, review and examination of financial information in prospectuses.

As part of those activities, we assist companies in the conversion of their financial statements to International Financial Reporting Standards (IFRS) or US Generally Accepted Accounting Principles (US GAAP). We also help our clients to adapt their internal control and reporting systems to meet the requirements and expectations applicable to public companies.

Our key assets are: our knowledge of best practices worldwide and the extensive experience of our specialists. Thanks to our expertise we are able to prepare comprehensive and effective capital markets solutions, tailored to the individual profiles and specific needs of our clients.

Our support for companies going public

If you are considering a listing of securities on the regulated market, we can help you to choose the best route to become a public company.

PwC provides support at every stage of the listing process. We provide our services acting either as an advisor to management and owners, or as an independent auditor responsible for providing opinions and comfort on financial information in the prospectus.

Our experience includes local and international offerings, as part of teams comprising investment banks, law firms, auditors, financial advisors and other parties involved in the listing process. We understand the importance of close cooperation with the company and the other advisors, which is essential for a successful IPO.

We possess a broad and in-depth knowledge of the best practices worldwide with respect to public offerings and operating on capital markets.

Our global network of experts enables us to continuously analyse the developments and trends on all markets, which we leverage to benefit our local clients. We do not use universal solutions, but rather apply an individual approach to each situation. Our knowledge and experience allow you to develop the best solutions and practices with respect to operating on the capital markets, tailored to your specific characteristics and needs.

The process that a company must go through in order to become publicly traded requires enhancing the transparency of its operations and developing a long-term business strategy. Our services in support of these activities can therefore add value even if the owners ultimately choose a development path other than going public.

Audit & Assurance

  • Audit and review of financial statements, including carve-out/combined financial statements
  • Accounting advice
  • IFRS conversion
  • Comfort letters
  • Reports on prospective financial information
  • Reports on pro forma financial information

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Capital Markets

  • IPO diagnostic
  • IPO/Iisting project management
  • Choosing listing venue
  • Stock exchanges listing and ongoing reporting requirements
  • Strategy and equity story
  • Presentation of pro forma financ1almformation
  • Drafting Operating and Financial Review and other sections of the prospectus
  • Selecting and working with investment banks
  • Working with regulators
  • Long form reports
  • Working capital reports

Reports on financial reporting procedures

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Finance & Accounting

  • "Smart close" of financial reporting
  • Streamline management reporting and budgeting process
  • Design and streamline manual and ERP internal controls
  • Set-up shared service centres

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Information Technology

  • ERP selection
  • Project management of data migration
  • Project management of information systems integration/ separation
  • Data security assurance

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Governance, Risk & Compliance

  • Corporate governance requirements of stock exchanges
  • Implementation of corporate governance framework (structure, policies, reporting)
  • Identification of board of directors and committees members
  • Establishment/transformation of internal audit function
  • Implementation of investor relations function

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Valuation

  • Company valuation
  • Financial business modelling
  • Presentation tools for sensitivity and scenario analysis

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Corporate Finance & Debt Advisory

  • Strategic options analysis (IPO vs. private equity vs. debt)
  • Financial strategy development and implementation
  • Cash flow modelling
  • Arrange transactions with strategic and financial investors, negotiate debt financing and derivatives and hedging programmes
  • Rating advisory
  • Debt restructuring and creditor negotiations

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Tax

  • Tax health checks
  • Analysis of group pre and post IPO effective tax rate
  • Tax structure of group, including domicile of listing vehicle
  • Tax aspects of management
  • Tax structure of capital raised, use of proceeds and deductibility of transaction related costs
  • Transfer pricing structuring
  • Opinions on tax income and costs
  • Opinions on generic tax risks
  • Correspondence with tax authorities

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Legal

  • Legal structure of group, including foreign laws implications
  • Set-up of domestic and foreign SPV & JV
  • Legal due diligence
  • Draft loan & collateral agreements

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HR Management

  • Remuneration schemes for top management and board members
  • Stock option plans
  • Disclosure of remuneration schemes in annual reports

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Training, Workshops & Open Seminars

  • IPO workshops
  • Executives and managers workshops and open seminars (strategy, governance, finance, logistics and project management)
  • IFRS/ other GAAPs training
  • Training on management of investor relations

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Contact us

Tomasz Konieczny

Partner, PwC Poland

Tel: +48 22 746 4285

Bartosz Margol

Director, PwC Poland

Tel: +48 502 184 855

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