IPO - A Public Company Is Born
by:
Daniel Kertcher
When a private company reaches a point in it’s development that
it requires an injection of capital to expand the business,
then the directors have a couple of choices. One of the most
popular methods is to FLOAT the company.
Floating, also known as Listing, involves taking a private
company public to raise money for company growth and expansion.
Members of the public as well as fund management institutions
are invited to purchase shares in the Initial Public Offering
(IPO).
The Prospectus
Before any company may solicit funds from the public,
regulations require that it must draw up an offer document
called a prospectus, which needs to be registered with the
Australian Securities and Investment Commission (ASIC). This
must present enough details and financial information on the
company to allow a prospective investor to make an informed
choice on the suitability of the shares for his or her
portfolio.
The level of information that must be provided (which can
often seem overwhelming to readers) is only one requirement
that must accompany a listing application. Government consumer
protection legislation is one consideration, but the stock
exchange itself will have its own listing criteria. Such things
as fees, required documentation, reporting requirements, size
of the company and number of shareholders, etc. will all figure
in a listing decision. For example, one requirement of the ASX
is that a company has at least 400 holders of $2,000 each.
This sale of shares has occurred on the Primary Market. The
money raised from the sale of shares has gone to the company to
allow it to expand its operation. The new shareholders will
want to see that the company is well run, professional and
efficient. To do that, the shareholders will elect a board of
directors to oversee the day-to-day running of the company.
They do this by voting in accordance with the size of their
shareholdings. This might result in, say, the election of a
six-person board which selects its own chairman. Once a year,
the board of directors must conduct an annual general meeting
(AGM) to report to the shareholders on the company’s progress.
Well in advance of the meeting, a copy of the annual report
will be provided to all shareholders. All shareholders are
welcome to attend the AGM’s.
Investors, particularly share traders, purchased the shares in
the float with a view to selling them in the future to make a
capital gain. They must therefore have a market at which to
sell the shares. This is where the shareholders return once
again to the stock market.
When the investor sells his or her shares, the money raised
does not go to the listed company, instead, the money, minus
broker commission (brokerage) goes to the investor. This is
known as the Secondary Market. The Secondary Market is where
the are shares are traded once they have been purchased in the
IPO.
This may seem staggeringly obvious; however, it raises an
important point. Many people who invest in shares for the first
time do not fully appreciate that the value of a company’s
shares is not directly related to the performance of the
company, or who the company is. Instead, the value of the
shares is based on the public’s perceived value of the company.
What Telstra does as a company is not as important as what the
public perceive the value of Telstra’s shares to be. There are
many examples of companies that are very sound and well run,
but are undervalued by the public. Alternatively, there are
companies which don’t even produce profits whose share prices
have skyrocketed. You only have to think back to some of the
American Internet stocks such as Yahoo and Amazon.com for
examples. These two companies had not even produced profits
when they floated, yet their share prices rose incredibly fast,
making the original owners billionaires literally overnight! It
is this variance in share price and public perception that
encourages share investors and allows them to make consistently
high returns from the stock market.
The Bottom Line
The bottom line is that you cannot expect to be consistently
successful as a share trader or investor by simply buying
shares in companies that sound interesting. You must know how
to investigate the company and to study the share price
performance to determine which shares have the greatest
potential to perform.
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