How does an Initial Public Offering work?
An initial Public Offering: an initial public offering (commonly referred to as an IPO) is the first public issuance of stock from a company that has not been publicly traded on a public stock market like the NYSE or Nasdaq. In other words, this is the first moment where the general public is able to buy shares of a company’s stock.
What is the Gerson Lehrman Group (“GLG”) Directed Share Program?
As GLG undergoes it's on IPO process, we intend to reserve a portion of shares of IPO shares for eligible GLG Network Members (experts) who reside in a permissible jurisdiction. These shares will be available for a subset of eligible members to purchase at the IPO price, without paying a brokerage fee, as part of the IPO.
An initial Public Offering: an initial public offering (commonly referred to as an IPO) is the first public issuance of stock from a company that has not been publicly traded on a public stock market like the NYSE or Nasdaq. In other words, this is the first moment where the general public is able to buy shares of a company’s stock.
What is the Gerson Lehrman Group (“GLG”) Directed Share Program?
As GLG undergoes it's on IPO process, we intend to reserve a portion of shares of IPO shares for eligible GLG Network Members (experts) who reside in a permissible jurisdiction. These shares will be available for a subset of eligible members to purchase at the IPO price, without paying a brokerage fee, as part of the IPO.
Why are you offering it?
While we’re limited in the number of members we can make this available to, this program allows members to purchase stock at the IPO price as part of the IPO just before our stock becomes publicly traded.
How does eligibility work?
The program has strict eligibility requirements, so there will be limitations on who can participate. We’ve done our best to make the process fair based on the limitations we have.
Members will be eligible to participate so long as:
- They are based in a permissible jurisdiction;
- They have active Terms and Conditions as well as TPV in the past 5 years
- The program is within the permissible participation cap for the jurisdiction of which the interested member resides and;
- The program has not reached capacity
How will you determine who can buy the limited numbers of shares available?
This is a heavily regulated process and we have hundreds of thousands of members all over the world—we’re limited in who we can make the limited number of shares available to for the purposes of this program.
Here’s how the process will work:
- All eligible members received a standard email on October 19, 2021 where they can pre-register to express interest in purchasing stock at the IPO price. Pre-registration is to determine interest. Please note the program has limited capacity. Members who successfully complete the pre-registration process and receive confirmation of availability to participate will have their information shared with the Program Administrator—a third-party broker-dealer who will be managing the program for us. Pre-registration closes on October 26, 2021 before 11:59pm EDT (Eastern Daylight Time)
- In a few weeks, the Program Administrator will begin sending emails to pre-registered members confirmed by GLG, inviting them to enroll and set up special brokerage accounts for purposes of the program. Members will not be contacted by the Program Administrator without first receiving an email from GLG confirming availability to participate in the DSP, identifying the Program Administrator and informing them that an email is headed their way.
- Please note that there are other regulatory requirements that may restrict the ability of a member to set up a special brokerage account with the Program Administrator and/or participate in the program.
Yes. We expect that there will be a minimum purchase amount of $500 USD, and a maximum purchase of $2,500 USD. The amount any one member can purchase may be further limited depending on total demand for the program and GLG’s IPO price.
What’s the price per share? Will I be charged a commission?
The price per share will be determined once GLG’s registration statement is declared effective by the SEC. A document called a “preliminary prospectus” will be published, which contains a range of potential prices projected by underwriters which you can use for guidance. That said, there is no assurance that the actual IPO price will be within this range—and the final IPO price per share could be above or below the range provided. There is no commission to purchase shares in this program.
The price per share will be determined once GLG’s registration statement is declared effective by the SEC. A document called a “preliminary prospectus” will be published, which contains a range of potential prices projected by underwriters which you can use for guidance. That said, there is no assurance that the actual IPO price will be within this range—and the final IPO price per share could be above or below the range provided. There is no commission to purchase shares in this program.
How do I register?
If you are eligible for the program, you will receive a pre-registration email from GLG with details of how to pre-register and express interest to receive more information about the program.
You’ll need to complete the pre-registration form provided in GLG’s email communication by October 26, 2021 before 11:59pm EDT (Eastern Daylight Time).
After you’ve completed this step, and if your participation is confirmed, you will receive an invitation email from the Program Administrator to enroll and create an account once the preliminary prospectus has been filed.
After I express interest, when will I get the next communication?
The next communication you receive will either be:
The next communication you receive will either be:
- From the Program Administrator once our preliminary prospectus has been filed and if your participation is confirmed, or
- If the program is at capacity, you will be notified as such within 72 hours after the ‘Pre-registration’ period ends.
The program will be administered entirely by Morgan Stanley, one of the underwriters of our offering. They will send additional details on timing and other important matters if you choose to pre-register and are selected to participate in the program.
I don’t want to participate, but my friend or family member does. Can I give them my spot?
No. Participation in the program is non-transferrable. Only those members who meet the eligibility requirements are able to participate.
I’m an eligible Member. Am I obligated to participate?
No. You’re under no obligation to purchase, and if your application is accepted and you successfully set up a special brokerage account specifically for this program, you will have the opportunity to make your investment decision up until just before the IPO.
If GLG is unable to confirm my participation in the DSP due to oversubscription, can I still purchase GLG Stock?
Everyone will have the ability to purchase GLG shares in the stock market after the public offering is completed.
Is there other information available?
We are currently in a “quiet period” due to SEC rules. While in the “quiet period,” our support team will not be able to provide additional information. However, if you pre-register and are selected for participation in the DSP, Morgan Stanley, our Program Administrator, will be able to share more information about the program.
Residents of Canada:
Due to Canadian security laws, residents of Canada are required to meet the definition of a Canadian Accredited Investor in order to participate in this program as outlined in the appendix. If you do not meet this criteria unfortunately you will be precluded from participation.
Canada Accredited Investor Definition:
(a) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds C$1,000,000,
(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
(b) an individual whose net income before taxes exceeded C$200,000 in each of the two (2) most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the two (2) most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
(c) an individual who, either alone or with a spouse, has net assets of at least C$5,000,000,
Residents of Singapore:
This offer is applicable to residents of Singapore that are deemed accredited investors according to local security regulations. The definition of Accredited Investor can be found in the appendix. If you do not meet this criteria unfortunately you will be precluded from participating. Proof of this accreditation will need to be provided to our program administrator at a later date.
Singapore Accredited Investor Definition:
An individual (I) whose net personal assets exceed SGD2 million or its equivalent in value in any foreign currency; or (2) whose income in the preceding 12 months is not less than SGD300,000, or its equivalent in value in any foreign currency as stated in the following attached document (check only one box):
- custodian statement(s) issued to the individual within the last 12 months; or
- a certificate issued by an auditor, a professional accountant or a custodian of the individual within the last 12 months.
Due to Canadian security laws, residents of Canada are required to meet the definition of a Canadian Accredited Investor in order to participate in this program as outlined in the appendix. If you do not meet this criteria unfortunately you will be precluded from participation.
Canada Accredited Investor Definition:
(a) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds C$1,000,000,
(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
(b) an individual whose net income before taxes exceeded C$200,000 in each of the two (2) most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the two (2) most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
(c) an individual who, either alone or with a spouse, has net assets of at least C$5,000,000,
Residents of Singapore:
This offer is applicable to residents of Singapore that are deemed accredited investors according to local security regulations. The definition of Accredited Investor can be found in the appendix. If you do not meet this criteria unfortunately you will be precluded from participating. Proof of this accreditation will need to be provided to our program administrator at a later date.
Singapore Accredited Investor Definition:
An individual (I) whose net personal assets exceed SGD2 million or its equivalent in value in any foreign currency; or (2) whose income in the preceding 12 months is not less than SGD300,000, or its equivalent in value in any foreign currency as stated in the following attached document (check only one box):
- custodian statement(s) issued to the individual within the last 12 months; or
- a certificate issued by an auditor, a professional accountant or a custodian of the individual within the last 12 months.