Become Listed Company: Change of company ownership

Are you the owner of a family or startup business, and have decided to sell your business and are looking for the best exit strategy?

There are many different reasons for selling, but they can help you find the best exit strategy. If you want to sell your business purely to raise your own funds, then you will be looking for a buyer who is willing to pay the highest price for the business. If, on the other hand, you want to sell the business because you no longer want to/can no longer participate in its management and governance, and you care about the fate of the business after your departure, then it is important for you to sell the business to someone who will continue to manage and develop the business in line with your business strategy. This becomes even more important if you want to continue to retain a certain shareholding or to be involved in the management of the company.
  • The following questions can help you in this search for your exit strategy
    • How much of the company do you want to sell - the whole company or just one part?
    • Do you want to retain some control over the running of the business after the transfer of ownership, or is this not important to you?
    • Do you have an interested successor who will ensure the continued growth and success of the business?
    • Are you selling because you need additional funds for other (personal or business) investments?
    The combination of your answers will determine which option suites you best.
  • The most common sales methods used by business owners are
  • Private sale

    This takes place in a closed circle of interested parties and can take the following forms:   
    • In the case of a family business, entrepreneurs mostly choose to transfer ownership to family members or successors.
    • The sale of the whole or part of the business to an interested buyer, which is agreed by the owner in private negotiations with potential buyers interested in the purchase. These may be other companies or individuals who are already in a similar business or who are merely looking for new investment opportunities in the purchase of the business.
    • Sale of the business or a share of the business to existing partners or employees of the business. The sale of a business to employees is often carried out through internal buy-out schemes, which allow partners and/or employees to become shareholders in the business, thereby providing them with the additional incentive of being owners and the opportunity to participate in the profits generated by the business.

    Public or stock exchange sale

    This form of sale is an open-ended sale, carried out through a public offer of shares addressed to an unlimited number of addressees. In this procedure, the company or the owner of the company offers its shares to the public and all addresses have the same condition for acceptance of the offer. 
    • The procedure for a public offer of shares requires all the basic steps for a public sale, followed by the listing of the company on the stock exchange.
    • This option is particularly suitable for:
      • larger state-owned companies, as well as
      • private business owners who are facing difficulties in finding the right succession for their family business or who want to sell their start-up company.
      • For such owners, a sale through the stock exchange can be an efficient way to transfer ownership and keep the business running.
  • Fear of losing control of the company
  • The sale of a company through the stock exchange brings a large number of new owners into the ownership of the company, who also acquire certain rights in the management of the company by entering the ownership. A change in the ownership structure does not necessarily imply for the existing owner the loss of all control over the management of the company. If you are an owner who wishes to reduce your stake in the company by selling it publicly on the stock exchange, while retaining some control over the management of the company, you can ensure control by continuing to hold a controlling stake (i.e. 25% + 1 share) after the completion of the public sale. This prevents the other shareholders from making the most important decisions, which require a qualified majority of ¾ of the total shares, without your participation. At the same time, the sale provides you with additional financial resources. Moreover, a public sale usually ensures a high degree of ownership diversification, which, compared to a sale to one or a few individual buyers in a private sale, does not usually result in a concentration of management interests with new investors.
    Deciding on your ownership exit strategy depends on the stage of development of your business and your business strategy. If you decide to exit your ownership through the stock exchange, you can also choose between the different levels of the markets managed by the Ljubljana Stock Exchange, which represent different levels of complexity for companies (Stock Exchange Market vs. SI ENTER). However, if the sale of your stake in the company coincides with the company's expansion strategy into other markets, the option to sell the company through the stock exchange is an even more appropriate way to do so.
  • How to proceed in the process of selling my shareholding on the stock exchange?
  • When selling a stake in a company through the stock exchange, the procedure for listing the company on the stock exchange must be followed, which includes the preliminary issue of shares, obtaining the relevant authorisation from the Securities Market Agency if a prospectus is required for listing, and conducting a public offer and sale of the shares on the primary market. For more information on how to list on the stock exchange and the basic obligations of a company on the way from the decision to the issuance of the security, please visit our website or call us. We have experts at the stock exchange and advisors in our markets to help you on your way to listing.