1. Merrill Corporation
Full Service Solution for
Due Diligence, PLC
Readiness & Initial Public
Offering Prospectuses

2. Due Diligence
Revolutionising the due diligence process
Merrill DataSite, the premier virtual data room, offers
superior document management throughout the entire
IPO lifecycle. Merrill DataSite provides a highly secure,
centralised, fully searchable and indexed online workspace.
It enables all relevant parties to access information
around the clock, facilitating fast and efficient drafting
of all required documentation. Merrill DataSite assists
underwriters and other working group members in
conducting effective and thorough due diligence.
Leading private companies are increasingly selecting
Merrill DataSite to streamline their due diligence activity.
According to best practices, businesses build their VDR
12-18 months prior to a transaction. By proactively
managing their information, Merrill DataSite allows
management to remain focused on their business while
preparing for the IPO.
As a result, the company will be prepared in advance, not
only for the IPO process, but any significant capital funding
opportunity that requires thorough due diligence.
By using Merrill DataSite, companies save time and
expense, accelerate deal speed, avoid deal-making pitfalls,
successfully complete due diligence and emphasise the
business, not the paper trail.
Merrill DataSite:
Streamlines drafting of all documents
Optimises the due diligence process
Reduces costs and transaction time
Leverages a single source provider for all services
including document scanning, VDR management
and financial printing
Merrill Corporation, a provider of premier virtual data rooms (VDR) and Financial Print
services, offers superior document management throughout the entire IPO lifecycle,
including a unique plc readiness offering.
By proactively managing their
information, Merrill DataSite allows
management to remain focused on
their business while preparing for the
IPO, instead of diverting resources to
the onerous tasks of assembling and
presenting documentation.

3. PLC Readiness
Day One
Concurrent with the pre-IPO due diligence phase, a
company and their advisors will be working towards
the generation of an IPO prospectus and plc readiness
for the company.
Merrill Corporation is uniquely able to offer consultative
advice to the company in relation to plc readiness and
has done so for several recent public offerings, including
that of the Royal Mail. Robert Moorhouse is a Chartered
Secretary with twenty years PLC experience across various
sectors and highly regulated environments. Robert brings
his wealth of experience to advise on Listing Rule (LR) and
Disclosure and Transparency Rule (DTR) compliance, as well
as the Company Secretary’s office (identifying and closing
the capability gap). This essential part of the IPO process
includes help and advice with:
Compliance with the UKLA LRs and DTRs, which set
minimum requirements for listing and continuing
obligations following admission
Compliance with code of dealings with securities
Compliance with insider lists requirements in the DTRs
Managing inside information
Organisation Design
General advice and recommendations on other areas
of PLC readiness
Alongside plc readiness, Merrill Corporation seamlessly
provides the link between its VDR solution (Merrill
DataSite) and the distribution of prospectuses through our
typesetting and production capabilities.
Information about the company is required to be
disclosed in the prospectus. This information will
include a company’s key material contracts; information
relating to Directors’ holdings, other directorships and
biographies; details of share plans and incentives and
constitutional information. All this information, hosted
on Merrill DataSite, is required to be disclosed in the
prospectus. Security is maintained and efficiency
generated by the Counsel’s ability to review this
information on Merrill DataSite and develop the
prospectus through our typesetting system.
“In the run up to the IPO of Royal Mail Group, the
Company identified its Company Secretary function
was not sufficiently experienced and skilled to fulfil
its responsibilities in a listed environment. The
Company Secretary approached Robert Moorhouse
to assist on the ‘plc readiness’ with a remit of:
1) Looking at the structure of the Company
Secretary function and ensuring it was fit for
purpose in a listed environment.
2) Ensuring that policies were checked and, where
appropriate, new ones were to be put in place.
3) Helping the team prepare for life after
listing (e.g. getting ahead on preparing for
the first AGM).
Robert did all this to a very high standard. He
immediately established himself as a credible expert
in the area, but worked in a very friendly
and involving way with the existing Co Sec team.
He gained the confidence of the senior people
involved in the transaction, acting as a trusted
advisor to the Steering Group, and explained
requirements in straightforward language. He also
managed to bring in supplementary resource at
short notice - he was very well connected.
Overall we were very pleased with the outputs and
the way Robert went about getting them.”
Jon Millidge, Company Secretary,
Royal Mail plc, 2013.

4. © Merrill Communications LLC. All rights reserved
European Headquarters
101 Finsbury Pavement
London EC2A 1ER, U.K.
+44 (0)845 602 6916
Corporate Headquarters
One Merrill Circle
St. Paul, MN 55108
800.688.4400
info@datasite.com
www.merrillinternational.org
www.datasite.com
Full Service Solution for Due Diligence, PLC Readiness Initial Public Offering Prospectuses
Initial Public Offering - Prospectus
Seamless development from due diligence to flotation
The 24/7/365 customer service and superior document management offered
by our VDR is fully mirrored by the Merrill Corporation’s financial print team
who work on the production of the prospectus. We have produced some of
the largest IPOs across the globe for companies that list directly into the top
echelons of their indexes. Our customer service teams have market-leading
experience relating to the typesetting, proofing, printing and distribution of
multi-language documents.
This degree of experience and expertise reduces transactional risk and allows
the management team, their Counsel and investment banks to remain focused
on the development of the IPO.
With the biggest on-site typesetting team in EMEA, we are able to typeset and
amend the largest of documents within a timeframe required by the working
group. Our understanding of listing authority requirements and submissions
ensures a fluid progression of the document towards the preliminary prospectus
and roadshows, and onto the final prospectus. We fulfil the timely distribution
of hard-copy prelims to roadshows or can provide electronic distribution,
depending on company preference.
From the initial typesetting to the final prospectus, Merrill Corporation enables
a swift and faultless progression to your roadshow. The experience and
knowledge of our customer service and production teams enable your working
group to concentrate on executing and launching the deal.
Merrill Corporation:
Operates the largest on-site typesetting team in EMEA
Facilitates the production and distribution of the prospectus
Reduces costs and transaction time
Leverages a single source provider for all services, including document
scanning, VDR management and financial print
To learn more about how Merrill Corporation, our VDR, financial print and
plc readiness solutions can transform your next IPO, contact us today.