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IPO & SPO Support

IPO and SPO Advisory

Entering the public capital markets is a strategic transformation that requires integrated thinking, financial discipline, and investor trust.

 

Parker Russell Ukraine offers a full range of strategic and investment advisory services for companies preparing for an Initial Public Offering (IPO) or a Secondary Public Offering (SPO, also known as a Follow-on Offering).

We support clients at every stage of the journey — from financial diagnostics, audit, and reporting preparation to the development of robust corporate governance structures, enhancement of internal control systems, and the design of investor communication strategies.

 

As a member of the Parker Russell International network — spanning over 75 countries and uniting more than 3,000 professionals — we combine global expertise with in-depth knowledge of local regulatory environments. Our offices and trusted partners deliver proven solutions in financial reporting, audit, transactions, investment advisory, and legal structuring.

 

This integrated model enables us to provide clients with strategic, end-to-end support for public offering preparation — from diagnostics and structuring to the execution of complex investment decisions.

Our Services:

IPO/SPO Readiness Assessment

An Initial Public Offering (IPO) is the first public issuance of a company’s shares on a stock exchange.
 A Secondary Public Offering (SPO), or Follow-on Offering, is an additional issuance of shares by a company that is already publicly listed.

 

Before initiating the process, it is essential to assess how prepared the company is — financially, operationally, and structurally — for entering the capital markets.

 

We perform:

  • A comprehensive review of financial reporting, internal processes, and management systems
  • Analysis of corporate structure, ownership, tax position, and internal control environment
  • Compliance checks against listing requirements of major exchanges (e.g. Warsaw Stock Exchange, London Stock Exchange, Euronext, others)
  • Benchmarking against comparable public companies in the sector
  • Development of a step-by-step transition roadmap to public company status

Result:
 You receive a detailed readiness report outlining your company’s IPO/SPO preparedness, key risks, investment highlights, and a practical roadmap with clearly defined steps toward a successful capital markets transaction.

Audit & Financial Reporting

Clear and well-structured financial reporting is the first language through which your business communicates with potential investors.

 

Our services include:

  • Audit of financial statements in accordance with IFRS (International Financial Reporting Standards)
  • Advisory on transitioning from local accounting standards to international frameworks
  • Preparation of financial sections for the offering prospectus, including Management Discussion & Analysis (MD&A), Key Performance Indicators (KPIs), and segment disclosures
  • Preparation of consolidated financial statements for corporate groups or holding structures

Result:

Investor-ready financial reporting that meets regulatory requirements and resonates with investors, analysts, and underwriters.

Financial due diligence is an independent, detailed examination of a company’s or group of companies’ financial condition, aimed at verifying the accuracy of financial statements and assessing their real economic value before an investment or public offering.

Objective:
To provide an objective understanding of the business’s financial position, cash flow stability, and factors that may influence the company’s valuation during placement or negotiations with investors.

Our Approach Includes:

  • Analysis of Financial Statement Reliability: Verification of compliance with International Financial Reporting Standards (IFRS); review of accounting policies; accuracy in revenue, expense, inventory recognition, and capitalization of costs.
  • Assessment of Asset Liquidity and Financial Stability: Analysis of the structure of assets and liabilities, receivables turnover, payment terms, inventory status, and the company’s real ability to generate liquid resources to finance its operations.
  • Debt Structure Analysis: Examination of the volume, cost, and maturity of debt obligations; breakdown of short- and long-term borrowings; analysis of financial covenants; assessment of debt burden relative to EBITDA and equity.
  • Cash Flow Analysis: Evaluation of the stability and recurrence of operating cash flows (Operating Cash Flow); efficiency of capital expenditures (CAPEX — Capital Expenditure); distinction between one-off and recurring cash flows. We identify hidden or non-recurring transactions that may distort the company’s true financial picture.
  • Profitability Indicators Review (EBITDA Analysis): Assessment of the correctness of EBITDA calculation — Earnings Before Interest, Taxes, Depreciation, and Amortization.
  • Comparative and Benchmark Analysis: Comparison of key financial ratios with industry averages; evaluation of the company’s market position among peers.

Result:

A final report summarizing the reliability of financial statements, key risks, business strengths, and recommendations for further actions (restructuring, cost optimization, changes in accounting policy, etc.).

Tax due diligence is a systematic review of a company’s tax structure, risks, and compliance with current legislation in the jurisdictions where the company operates or maintains subsidiaries.

 

Objective:
To identify tax risks, assess potential liabilities, and optimize the tax model prior to the start of the investment process or an initial public offering (IPO).

 

Our Approach Includes:

  • Corporate Structure Analysis: Examination of the ownership structure, the role of each legal entity, the list of jurisdictions in which operations are conducted, and determination of the tax residency of each group entity. We verify compliance with international substance requirements (Substance Rules) and assess the economic rationale of transactions within the group.
  • Transfer Pricing (TP) Assessment: Verification of compliance with the arm’s length principle in intercompany transactions, analysis of pricing justification, availability of transfer pricing documentation, and assessment of risks of tax adjustments and penalties. If necessary, we assist in developing or updating TP policies in accordance with OECD guidelines.
  • Controlled Foreign Companies (CFC) Review: Identification of whether the shareholder or parent entity is subject to CFC rules, assessment of the tax implications of foreign-sourced profits at the resident level, and modeling of restructuring scenarios to minimize potential risks.
  • Tax Liabilities and Risk Analysis Across Jurisdictions: Review of current corporate income tax, VAT, withholding tax, and dividend restriction rates; Evaluation of the efficiency of Double Tax Treaties (DTTs) and compliance with BEPS (Base Erosion and Profit Shifting) requirements. We also assess potential tax authority risks, including the interpretation of permanent establishment status and the correct classification of income.
  • Tax Provisions and Contingent Liabilities Review: Verification of existing tax audits, disputes, provisions for uncertain tax positions, overdue liabilities, and risks of double taxation within the group.
  • Conclusions and Recommendations: We prepare a comprehensive report summarizing identified risks, their quantitative assessment, potential tax implications, and practical recommendations for restructuring, consolidation, or optimization of the tax model.

Final Deliverable:

You receive an objective analytical overview of your company’s financial, tax, and legal standing — serving as a solid foundation for negotiations with investors or financial institutions.

A system of internal control is a key element of trust and transparency for potential shareholders and investors.

 

We Help To:

  • Establish or enhance the system of internal control over financial reporting (ICFR);
  • Document processes, control points, responsibilities, and monitoring mechanisms;
  • Perform testing of existing controls and provide recommendations for improvement;
  • Develop corporate governance policies, including regulations for supervisory board committees, internal audit, and risk management frameworks.

Result:

The company obtains a transparent and well-controlled financial system, which enhances investor confidence and simplifies cooperation with auditors and regulatory authorities.

Preparing for public listing often requires optimization of the corporate group structure.

 

Our Experts:

  • Analyze the current ownership structure, contractual relationships, and management model;
  • Propose optimal solutions for efficient share placement on international stock exchanges;
  • Support restructuring processes or the establishment of a holding company in an appropriate jurisdiction;
  • Develop a tax-efficient model in full compliance with BEPS (Base Erosion and Profit Shifting) principles.

Result:

An efficient ownership structure that is clear to investors, transparent to regulators, and tax-efficient for the company.

An Investment Teaser is a concise presentation or analytical overview that introduces the company to potential investors or underwriters (investment banks assisting with the placement process).

 

Our Role:

  • Preparation of the Investment Teaser or Information Memorandum for preliminary investor discussions;
  • Development of the equity story — a clear and compelling investment narrative highlighting the company’s strengths, growth potential, and market opportunity;
  • Support for top management during meetings with potential investors or financial advisors;
  • Analytical preparation for negotiations, including company valuation, competitive landscape review, growth projections, risk assessment, and capital valuation positioning.

Result:

The company gains a clear investment positioning and confidence in investor negotiations, significantly increasing the likelihood of a successful IPO or private investment round.

Support for SPO / Follow-on Offerings

Following a successful IPO, a company may conduct a Secondary Public Offering (SPO) to raise additional capital or to provide an exit opportunity for existing shareholders.

 

Preparation for an SPO Includes:

  • Preparation of an updated prospectus or a supplementary prospectus in accordance with regulatory requirements;

  • Review of interim financial statements and updating of risk disclosures;

  • Coordination of the work of legal advisors, underwriters, and other professional participants involved in the transaction.

Why Parker Russell UA ?

Global Presence
in 75 Countries
We work closely with our international partners to implement local solutions that comply with national and global regulations.

Full compliance

with data protection laws, client confidentiality, and audit quality standards

Certified auditors and advisors

with deep sectoral experience in financial institutions, fintech, real estate, and regulated markets

Hands-on team —

providing end-to-end IPO project support, from readiness assessment to a fully operational IPO project office.

Contact us today

To develop a well-documented, compliant, and future-ready international structure tailored to your business strategy.

Contact us today

To develop a well-documented, compliant, and future-ready international structure tailored to your business strategy.

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