The global securities market consists of a large number of segments. The most important of them is the stock market of various companies. Among them are global giants, large, medium-sized and even small companies. And in this market, the IPO (Initial Public Offering) segment stands out in particular. These are the companies that have released their shares for free sale for the first time.
In the business world, joint-stock companies are divided into two large groups - closed companies and public companies. In closed joint-stock companies, shares are distributed among shareholders and can be sold only to members of these companies. Shares of public companies are sold to everyone and are freely traded on the stock exchange. If a company wants to go public and place its shares on the stock exchange, then it needs to go through the initial placement procedure.
Why do companies need an IPO
As a result of the IPO, the company receives two main advantages:
- The sale of shares brings funds that are used to expand and modernize the business in exchange for a share in the company and future profits. If a company needs resources for business development, it can take out a loan, issue bonds or shares. However, interest must be paid for the loan and bonds, and by selling shares, the main owners of the company essentially sell part of their ownership in the company to new shareholders. At the same time, the company does not bear any fixed obligations in the form of interest on shares, but when the time comes to divide the profit and take it out of the enterprise in the form of dividends, the dividends will be distributed among all shareholders in proportion to the number of shares they have. As a result, the main idea of the IPO for the company is to attract as much additional money as possible for business development by selling the smallest possible share in the company's ownership.
- The second important advantage is getting a real market estimate of the company's value. In the conditions of free circulation, the shares of successful companies are growing in price. If the management and key owners of the company are confident in the success and prospects of their company, then an IPO is an excellent step for them to increase the value of their business. In addition, the IPO itself increases the company's awareness in the business world. This can give a public company additional competitive advantages.
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Secondary placement - SPO
If the company's IPO was successful, i.e. the company's shares are growing on the stock exchange, and business owners are getting an increasingly high assessment of the market value of their company, then the company can repeat the procedure and attract additional funds for development with the help of new issues of shares – this procedure is called SPO or "Secondary Public Offering", that is, secondary placement.
By selling growing shares on a secondary placement, companies take full advantage of all the benefits of the stock market - since in this case each new share carries a smaller share, but at the same time has a higher value. This is an ideal picture for an enterprise selling shares, but not all enterprises achieve such results.
The results of an SPO and an IPO are always closely related to the actual fair value of the business. If investors begin to see that the shares are sold too expensive – as a result, the company's shares will begin to fall. Since there is a fundamental contradiction here - the large owners and management of the company are always interested in selling the smallest possible share for as much as possible. Investors, on the contrary, want to buy cheap shares of a good company.
The investor should remember that the key to the success of both IPO and SPO lies in the fact that the real growth and development of the business should outpace the growth of the market value of the company's shares – then the issue of additional shares will not lead to a "blurring" of the fair value and a drop in quotations. We will describe how to evaluate this a little further, but for now we will go a little deeper into the mechanisms of IPO.
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IPO mechanism
A company that is going to conduct an initial placement does not do it itself, although this is theoretically possible. For these actions, a specialized investment bank is hired, which is called an underwriter. The underwriters are often large brokerage companies. In addition, auditors, law firms and consultants are involved in the preparation of documents. The issuing company and the underwriter agree on the sale price of shares and the planned amount of funds raised. Contracts between the parties can be of different types. In the first case, the underwriter undertakes to buy the entire issue of shares, and in the other case, he undertakes to sell only the number of shares that will be bought. After signing the relevant contracts, the underwriter submits a detailed document to the regulatory organization, called an investment memorandum. This document should contain financial statements, fundraising goals, a list of shareholders, management biographies, and even legal problems of the company.
During the verification process, the regulator may request additional documents. After the successful completion of the verification, the date of the issue of shares is set. This is followed by an advertising campaign that includes various events, including the so-called "Road show". During this advertising campaign, business leaders meet with potential investors, present the results of their activities, the company's position in the market and prospects. During the meetings, a special manager (Book Runner) takes into account the proposals of investors.
Underwriters often invest their funds and buy shares before they enter the market. Therefore, they are interested in a high demand for new shares. To do this, when preparing an IPO during the "Road show", underwriters offer banks and brokers to buy shares before they enter the market. Such a proposal is called "allocation". At this stage, exchanges that can compete for a profitable issuer are also involved in the process.
The process of preparing and conducting an IPO is quite long. Companies need about two years to place shares on the domestic market, and up to four years on the international market. Several groups of specialists in economic analysis, legal support and marketing participate in the preparation of the issue. The IPO process is completed by including the company's shares in the listing (quotation list) this or that exchange.
Read more: Listing of securities on the stock exchange
How to buy an IPO on the stock exchange
As we have already said, in order to sell the maximum number of shares, underwriters offer brokers and various investment banks and funds to participate in the IPO at the placement price and accept purchase requests from them. Brokers, in turn, also offer their clients to participate in the IPO before the opening of trading and leave a request for the purchase of shares at the placement price. Therefore, the first way to participate in an IPO for a private investor is to apply to a broker for the purchase of such shares.
The second way is to buy shares directly on the stock exchange after the IPO. On the date of the placement, the shares begin to be traded on the stock exchange, but they can be bought only at the market price, which from the first seconds may differ from the previously announced placement price. Here everything will depend on supply and demand.
The third way is to buy shares in the "over-the-counter" way with the so-called "people's" IPO. It differs from a regular IPO in that the shares are primarily intended for individuals. Usually, state-owned companies are privatized in this way by selling their shares to the general population. A good example is the sale of shares of British state corporations British Steel, British Gas, Rolls Royce at the end of the twentieth century.
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IPO examples
The largest IPOs raised tens of billions of dollars. The first place here belongs to Petrobas. This largest Brazilian corporation for the production of petroleum products collected more than $70 billion in 2010. American General Motors increased its capital by $23 billion as a result of the IPO. In third place is the Agricultural Bank of China, which collected $22 billion.
However, the most attention of financial circles was attracted by the entry of such companies as Twitter, Google and Facebook into the open market. These companies were already widely known in the world, and the initial placement of their shares caused a stir. Twitter went on an IPO in 2014 and issued 70 million shares and planned to sell them for $1 billion, that is, at a price of about $15. By the time of the start of trading, the estimated price was already $26, since demand exceeded supply. When the auction began, the price jumped to $45-50 per share. Shareholders and underwriters made a profit on the resale. Later, the share price of Twitter fluctuated around $40, and by 2016 it had fallen to $17.
Google has attracted widespread attention for a slightly different reason. Google's management did not go quite the usual way, starting accepting applications for the purchase of shares through a "Dutch" auction. It was believed that in this way the share price would be set on the basis of supply and demand, that is, without the influence of underwriters. The minimum bid was only five shares, and the price range was $108-135. However, it was not possible to do without the services of intermediaries, and 75% of the volume was distributed through the auction. Intermediaries bough
The initial public offering of Facebook shares made a lot of noise. By the beginning of trading in May 2012, this company was already world-famous. As a result, the IPO managed to raise about $16 billion. However, at first the company's shares fell in price and the underwriters had to buy them back to keep the stated price of $38. When the three-month ban on sales to the main shareholders expired, the price fell to $19. By the end of the year, growth began, and now the price of Facebook shares reaches $148. The company's value has increased several times.
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Risks of an IPO
Psychological factors
During an IPO, underwriters try their best to sell shares at a designated price. Moreover, the price is often chosen quite high, because the owners do not want to part with a share in the business cheaply. As a result, a variety of techniques are used to warm up the hype in the RoadShow process. There is an increased interest in the company's shares, especially if the company is widely known. After the IPO, interest naturally falls and this leads to a decrease in stock prices.
Fundamental factors
It is worth saying that from a fundamental point of view, the risks of investing in a company at the IPO stage are much higher than when investing in a company whose shares have been traded on the stock exchange for several years. This is due to the fact that we have significantly less information to analyze about the new company. During the IPO, of course, we will have reports for recent periods, but not for several years, in order to build trends, etc., we will also not own the company's market history and will not know how the company's stock quotes will react to certain events in the market, in the industry, in the economy and in the company itself.
As a result, the combination of these factors leads to the fact that, according to statistics, most IPOs are not the most effective point of buying shares for a cautious, reasonable investor.
Conclusions
If the IPO is not very effective according to statistics, then how not to oversleep the IPO of a cool company.
Here we adhere to the following strategy:
- First, it is worth remembering that when buying shares of a company both at the time of the IPO and shares that have been traded on the stock exchange for a long time, the main thing for a medium-and long-term investor is the quality of the business itself. It is important for us to understand that we are buying shares of a good company below their fair value. How can I understand this? With the help of fundamental and financial business analysis (to learn this, you can look at articles on the topic or come to our free master classes).
- If we are convinced that the company is attractive and has excellent prospects for further growth, then it is not necessary to buy it directly at the time of the IPO. The best strategy would be to buy part of the company's shares immediately at the time of the IPO (for example, by 30-50% of the total planned volume for these shares), and buy the other part on drawdowns, which are highly likely to be even with the initial placement of shares of very good companies (due to the psychological factor described above).
Read more about IPO
What is an IPO: how the company goes on the stock exchange
How to participate in an IPO