BME has launched a new segment designed for so-called scale-ups: companies with a proven business model, in a growth phase for at least three years, and with a minimum turnover of one million euros and/or investment of at least that amount.
This new market is called BME Scaleup and will begin operating in October.
BME Scaleup is aimed at:
- SMEs with mature businesses seeking corporate transactions to continue growing
- Family Businesses wishing to manage a structured generational succession plan
- SOCIMIs that intend to trade on a multilateral trading facility authorized by the CNMV
The features of BME Scaleup in terms of requirements, costs, and complexity facilitate corporate access:
- No free float requirement
- No need for a Liquidity Provider
- No mid-year Limited Review
- No Comfort Letter required
Although the official fees for this new segment are not yet available, BME assures that moving from Growth to Scaleup will have no cost.
What Are Scale-Ups?
Scale-ups are companies that have successfully validated their business model and are seeking support to face a crucial stage in their development—expanding their market, internationalizing operations, or increasing their workforce. In short, they are companies that have moved beyond the initial creation phase and are now looking for resources to scale their project.
What Is BME Scaleup?
BME Scaleup is a new segment within the BME MTF Equity multilateral trading facility that provides a new way for companies—previously financed mainly through venture capital, angel investors, and crowdfunding platforms—to obtain financing. It also enables the incorporation of consolidated businesses looking to attract new investors and increase their value.
BME Scaleup targets specialized investors with strong knowledge of capital markets who understand the higher risks associated with investing in this type of company. According to BME, the first Registered Advisors are expected to enroll starting in September, which would allow companies to list during the last quarter of 2023.
What Instruments Are Traded on BME Scaleup?
BME Scaleup allows the trading of shares and share-equivalent securities that grant rights to acquire shares or other similar equity instruments.
It may also include shares of companies that have previously conducted a public offering of sale or subscription.
What Are the Requirements to Join BME Scaleup?
According to Circular 1/2023, companies must meet the following, among other requirements:
- Be a public limited company (Spanish or foreign) with fully subscribed and paid-up capital. Notably, since only the subscribed portion must be fully paid, foreign corporations that have not fully paid up their share capital may also be admitted.
- Not meet the requirements to enter other BME Equity segments. In general, companies that meet all requirements for BME Growth—including minimum free float—may not join BME Scaleup.
- Be commercializing products or services, or have already carried out meaningful actions directly linked to preparing said activity. They must also generate significant revenue from commercialization or preparatory transactions.
- Appoint a Registered Advisor. At the advisor’s discretion, financial due diligence may be omitted if the audit or limited review report prepared by an auditor with experience in listed entities contains sufficient information.
- Provide a valuation by an independent expert based on internationally accepted standards to establish an initial reference price for trading. This valuation will not be required if, within the six months prior to the application, the company has executed a placement of shares or another financial transaction relevant for determining the first reference price.
Compared to BME Growth requirements, companies entering BME Scaleup:
Do not need to appoint a Liquidity Provider, though they may voluntarily sign a liquidity contract.
Do not need to meet a minimum share capital distribution requirement.
Companies joining BME Scaleup will also gain automatic access to the training and networking program known as Entorno Pre Mercado (EpM).
What Information Must the Company Provide?
To enter the market, the company must submit, among other documents listed in Circular 1/2023:
- Application for admission.
- Prospectus approved by the relevant authority, unless no public offering is made or the offering is exempt from requiring a prospectus. In such cases, the company will submit a Market Access Initial Document (DIAM) including the minimum information required.
- Financial information for the last two financial years, along with the audit report for at least the last year or shorter operating period.
- Independent expert valuation report, unless exempt as explained earlier
Once admitted to trading, the company must provide the information specified in Circular 3/2023, including:
- Financial information: audited annual report and a first-half report (no audit or limited review required).
- Notifications of significant shareholdings when shareholders acquire or sell 5% of the capital or successive multiples.
- Disclosure of inside information under market abuse regulations.
- Notification of shareholder agreements.
If you would like us to evaluate your options for listing on this market, feel free to contact us.