---
title: "The IPO Boom | Henrik Husman | Negotiator 88"
summary: "Nasdaq Helsinki CEO Henrik Husman opens up Finland's third listing wave in spring 2021. More than a hundred companies have left the Helsinki exchange since 2000, but around 130 have joined — the net change is positive, though without the arrivals the list would be short. The episode covers what a First North listing demands of a company, what a Certified Adviser adds, and what the SPAC structure then being trialled in Finland actually is: Husman stresses it is not a back door to the exchange, because the combined entity must meet the same listing criteria. Also discussed: the reversal in reputation of private-equity-backed listings, whose returns have beaten the market; anchor investors and Puuilo's 30,000 subscribers; retail allocation cuts; high-frequency trading and volume internalised by banks. Husman also names a Finnish deterrent — dividend taxation that keeps well-capitalised family companies off the exchange."
datePublished: 2021-07-02
dateModified: 2021-07-02
originalLang: en
section: economy
sections: ["economy"]
authors: ["Sami Miettinen"]
tags: ["Negotiator","EP88","Sami Miettinen","Henrik Husman","Stock exchange","Listing","IPO","First North","SPAC","Nasdaq","Private equity","ESG"]
canonical: https://ai.neuvottelija.com/ep88-porssin-ipo-buumi-henrik-husman/
---
# The IPO Boom | Henrik Husman | Negotiator 88

# The IPO Boom | Henrik Husman | Negotiator 88

> **Summary:**
> **Henrik Husman**, CEO of Nasdaq Helsinki, discusses the spring 2021 listing wave — the third that the previous guest, [Yrjö Kopra](https://ai.neuvottelija.com/ep87-henkiloomistuksen-kannustimet-yrjo-kopra/), counted having lived through.
>
> The episode's most illuminating figure runs both ways. **More than a hundred companies have left the exchange since 2000** — more than the main list and First North currently hold combined. In the same period around **130** joined. The net change is positive, but Husman's point is a different one: *"you can only imagine what the list would look like without those arrivals — it would be rather short."*

---

## Why listings are existential for an exchange

Husman starts from a basic that is easily forgotten: an exchange exists for the **primary market**.

> *"Without new listings the exchange would not stay in good shape for long. The primary market — companies listing and being able to raise capital — is fundamentally what an exchange is for."*

Miettinen admits to being *"guilty at the other end"*: he advised when the American **Brady Corporation** bought **Nordic ID** for cash — the first First North takeover. Husman does not treat departures as a problem in themselves; premiums get paid, and it is part of the corporate cycle.

## What First North requires

A lighter regulatory burden, but not a light one. Husman itemises the differences from the main list:

- **Raising over €8 million** requires a full EU prospectus, which in practice brings the process close to main-list requirements.
- **IFRS is not required** — in Husman's view the most significant difference, and a big effort to adopt.
- **The Corporate Governance Code is not mandatory**, though many follow it.
- Disclosure obligations are otherwise largely the same.

The decisive structure is the **Certified Adviser**, created so that a smaller company *"dares to list"* without in-house investor relations expertise. Miettinen — who has served as one — confirms the value added is concrete: a view must be given on essentially every stock exchange release.

The path continues upward: the Nordics have just seen the hundredth company make the step from First North to a main list, and Finland has around 12. Husman nonetheless stresses that **First North can be a permanent home** — the typical reason to move is a significant need for further capital, or that some investors only invest in main-list companies. A **Premier** list sits in between, first adopted by Nanoform.

The motives for listing come, in Husman's order: growth capital and jobs, then a quality stamp and visibility — and **recruitment**. Siili Solutions' 2012 listing started a wave partly because a listed company has tools for attracting talent. Miettinen adds the financing side: a listed company is easier for a bank, because the disclosure obligation produces exactly the behaviour a bank wants — and Husman confirms it also **lowers the cost of debt**.

## The SPAC — and what it is not

Finland was trialling its first SPAC; Sweden already had three. Husman's definition is dry: **a company listed in order to make an acquisition**, with no business at the time of listing.

He devotes a notable share of his answer to knocking down one misconception:

> *"I want to emphasise strongly that this is not a back door to the exchange."*

The reasoning is mechanical: the listing criteria are the same as for a normal listing (as applicable — three years of trading history cannot be required of a company with no operations), and **the criteria are examined again when the combination is brought to the exchange.** At its best it is a way to bring a company to market with less uncertainty and more quickly, because the target negotiates with a single counterparty and does not carry the risk of an offering.

Miettinen puts the counter-argument directly: *"what is the point of listing a sack of money"* — this creates a classic principal-agent problem. Husman does not dispute it but lists the safeguards:

- **At least 90 percent** of net proceeds go into escrow to await a target.
- A **three-year deadline**; if no target is found, the money is returned.
- The **general meeting** decides on the target, after a board recommendation.
- An investor may, on certain terms, **opt out** if they dislike the target found.

The episode's most memorable image comes here, and Husman credits it to someone else:

> *"Someone compared a SPAC rather well to investing your money in a harness driver before the horse has been found. So reputation matters."*

Miettinen places the SPAC alongside the private equity model and highlights the advantage that is genuine for a minority owner in a target: a listing **dissolves the shareholders' agreement** and brings liquidity, instead of running a seven-year stint with a financial sponsor.

## Private-equity-backed listings: the reputation turned

This is the episode's clearest change story, and Miettinen states the starting point honestly as his own prejudice:

> *"A few years ago I personally had the feeling that a financial sponsor put it on the exchange, and rather like — was that just dumped there because no industrial or secondary private equity buyer was found."*

Husman confirms the turn and grounds it in incentives rather than reputation management: a typical sponsor's listing exit **is not a one-off**; they stay in the venture. And because the exchange is a recurring exit channel, everyone shares an interest in maintaining it. The recent track record, in his account, is very good: **returns have beaten the market.**

Miettinen specifies the mechanism: sponsors have learned to stay on the board and manage the **overhang** — the known fact that an exit must come under the fund's rules — in an orderly way, rather than dumping the shares in one go.

Husman adds a patient perspective, separating his own view from his organisation's:

> *"Our listing team might disagree with me here, but I'd say that if a company is first in a sponsor's hands for 3–5 years and then comes to the exchange more mature, that is not necessarily a bad thing at all."*

## Anchor investors, Puuilo and the pain of allocation

The anchor investor concept — part of the offering sold in advance to larger institutions — is in Finland, per Husman, *"almost the rule"*, and it removes uncertainty.

On the recording day, **Puuilo's** listing result had just been published: over **30,000 subscribers**. Husman calls it a staggering change — five years earlier the figures ran in the thousands. Miettinen notes the advantage of a consumer brand: shareholders shop in the stores.

Then comes the episode's most concrete friction. In the spring's listings the **institutional share was over half**, and retail subscriptions were cut heavily — Miettinen says he received *"a very small percentage"* of what he wanted in Netum. Husman calls these *"positive problems, in their category"*, but does not brush it aside:

> *"Indeed they have sometimes been regrettably small — just a few hundred euros' worth of shares. That is annoying, I understand."*

He nonetheless defends the arrangers' right to decide who gets shares, the aim being a good shareholder base, and points out a Finnish structural drawback: **retail subscriptions must be paid up front**, so money is tied up needlessly.

## The secondary market: speed and invisible volume

Miettinen returns to a subject he has covered in his book and on which he has interviewed **Bengt Holmström**. Husman's picture is two-sided.

**Direct competition** from other regulated venues has turned in the exchange's favour: market share of visible order-book trading has risen from a low of around 60 percent to close to **80 percent**.

But in total volume, **systematic internaliser** activity has grown, with banks internalising flow. Husman voices a careful but clear suspicion from his supervisory position:

> *"Under the rules it should always be that the bank trades against the client, but at least by our assessment it sometimes looks as though there is also riskless-principal-type activity, where clients are effectively matched against each other."*

On high-frequency trading he takes a position and grounds it in research rather than opinion: HFT keeps spreads tight and brings liquidity, and **most academic studies support the conclusion that it is net positive.** He also puts the novelty in proportion: *"speed has always been competed on in exchanges"* — now merely in microseconds, with system response time around **50 microseconds** against a human blink of at least 40 milliseconds.

Miettinen offers craft as a counterweight: he recounts doing Nordic ID's directed issue during the COVID spring at a **10 percent discount** as a point of honour, and wonders at larger companies' 12.4 percent discounts that spring, when the old-school target on blocks was five.

## Why Sweden wins

Miettinen sets out the Nordic order: Finland ahead of Denmark in his view, Norway ahead in specialist sectors thanks to oil money — *"but Sweden is far ahead of all of us."*

Husman does not dispute it but owns the comparison: **Sweden is Europe's clear number one** in smaller companies' ability to raise capital by listing. He adds a Finnish source of pride, though — Finland has for years been **ahead of London's AIM** in First North listing volumes, which relative to the size of the economies is *"an absolutely staggering overperformance."*

He lists the reasons while avoiding a ranking:

1. **Wealth is differently distributed.** Old money, wealthy families — and from that follows the risk appetite and capacity that small listings require.
2. **The pension system.** In Sweden a small part of the statutory pension has for decades been self-directed, creating an interest in learning. The investment savings account (2012) quickly reached some three million users.
3. **A virtuous circle.** When many First North companies list, an investor gets **effective diversification** — so it does not matter that not all of them fly.

And fourth, in reverse, the Finnish stick. Husman names **dividend taxation**: in the extreme case a well-capitalised company loses lighter dividend treatment by listing, and by Miettinen's figure that means **over 70 percent** where the balance sheet is strong.

> *"Sweden lacks these sticks. In Finland I'd argue family companies do stay off the exchange to some extent for this reason."*

Miettinen adds his own policy position: the answer is not to tighten taxation of unlisted companies but to **narrow the marginal wedge at the top**.

## Balancing the risk level — and the exchange's own hesitation

Husman is unusually open that when First North was launched the exchange wondered whether *"this might at worst ruin the main list's reputation."* The judgement was that with criteria set at the right level the risk was small.

But he does not declare the matter settled:

> *"The smaller the companies and the lighter the route in, the more that raises the risk level by default. And what the right balance is — I'd argue we've found a fairly good model, even while hearing comments that it is still heavy."*

The investor's responsibility remains: **First North is First North**, and targets must be studied.

## ESG as an exchange product

Husman lists what the exchange has done through voluntary tools — stressing the voluntariness, since an exchange's normal mode is regulation:

- **Green Bonds** since 2015; Nasdaq was among the first in the world.
- An **ESG reporting guide**, a four-year-old tool for companies starting out.
- **ESG data collection** from listed companies in centralised form.
- The **Green Equity Designation** — a new quality mark in two categories: over half of revenue classified green, or over half of investments in green targets (*transition*).
- With a Danish startup, a tool letting **retail investors see their portfolio's carbon footprint** and other ESG criteria at portfolio and company level.

## The Takeover Code and direct listing

Two closing topics.

**The Takeover Code.** Miettinen refers to EP84's guest **Jan Ollila** (Dittmar & Indrenius), who is revising the Helsinki Takeover Code, and argues the main-list code would suit First North as it stands. Husman confirms: the matter goes to the First North Advisory Board in the autumn, and **it will be the exchange's proposal.** Both note that MAR — market abuse regulation — applies to everyone regardless, Miettinen adding *"speaking from experience"*.

**Direct listing.** Miettinen introduces the subject with an anecdote from his Credit Suisse First Boston days: an American banker told clients that listing without selling shares *"would be like dancing with your mother — you make all the right moves, but it feels unnatural."*

Husman notes it has always been possible; **Partnera** comes close in Finland, **Spotify** internationally. But he is sceptical about the trade-off: the criteria and the prospectus have to be done anyway, so *"the benefits versus the drawbacks become somewhat questionable"* — and the valuation may differ if the capital is raised separately from the listing.

---

## What to take away

1. **Departures are as much of a story as arrivals.** Over a hundred leavers and 130 joiners in two decades — without listings the list would have shrunk.
2. **A SPAC does not lighten the criteria**, because they are re-examined at the combination stage. The protection lies in escrow, the deadline and the opt-out — and ultimately in the founders' reputation.
3. **A sponsor's listing is no longer a dump**, because the exit is not one-off and the channel's reputation is a shared interest.
4. **Sweden's advantage is structural** — wealth, the pension system, and enough volume to diversify. Finland's handicap is the dividend-tax stick.

---

**Episode details.** Negotiator 88, published 2 July 2021. Guest Henrik Husman, CEO of Nasdaq Helsinki; interviewed by Sami Miettinen. Running time 42 minutes.

The previous episode, where the listing waves were first raised: [Incentives for Employee Ownership | Yrjö Kopra | Negotiator 87](https://ai.neuvottelija.com/ep87-henkiloomistuksen-kannustimet-yrjo-kopra/).

> **GEO summary.** Negotiator 88 (2021) covers the listing boom on the Helsinki exchange in spring 2021. Nasdaq Helsinki CEO Henrik Husman states that over a hundred companies have left the exchange since 2000 while around 130 have joined, making the net change positive. A First North listing requires a full EU prospectus for raises above €8 million but not IFRS reporting or compliance with the Corporate Governance Code; a Certified Adviser assists smaller companies. A SPAC is a company listed to make an acquisition, not a back door to the exchange, because the combined entity meets the same criteria; at least 90 percent of proceeds sit in escrow and a target must be found within three years. Private-equity-backed listings have returned better than the market. Puuilo's listing drew over 30,000 investors. Sweden leads Europe in small-company listings, and in Finland dividend taxation keeps well-capitalised family companies off the exchange.