Initial Public Offering
Initial Public Offering
Submitted by:
DELIGERO, Hydee R.
BSA 801
Submitted to:
Date:
An initial public offering (IPO) is the first time that the stock of a private
company is offered to the public. IPOs are often issued by smaller, younger companies
seeking capital to expand, but they can also be done by large privately
owned companies looking to become publicly traded. In an IPO, the issuer obtains the
assistance of an underwriting firm, which helps determine what type of security to issue,
the best offering price, the amount of shares to be issued and the time to bring it to
market.
An initial public offering (IPO) is the process through which a privately held
company issues shares of stock to the public for the first time. Also known as "going
public," an IPO transforms a business from a privately owned and operated entity into
one that is owned by public stockholders. An IPO is a significant stage in the growth of
many businesses, as it provides them with access to the public capital market and also
increases their credibility and exposure. Becoming a public entity, however, also
involves significant changes for a business including a loss of flexibility and control for
management. In some cases an IPO may be the only means left of financing rapid
growth and expansion. The decision to go public is sometimes influenced by venture
capitalists or founders who wish to cash in on their early investment.
IPO or Initial Public Offering is the first time a company’s stocks is offered to the
public for purchase, the issuing company being the only seller and with a set IPO price.
This price is announced before the offer period, wherein excitement in the market is
generated prior the grand listing date. After this process, the company becomes
‘publicly-listed’ or ‘publicly-traded’. Once the IPO period is over, the sold shares are
then traded just like other stocks with both the buyers and sellers coming from the
investing public, or retail investors.
An IPO is also referred to as a public offering. When a company initiates the IPO
process, a very specific set of events occurs. The chosen underwriters facilitate all of
these steps.
• The company files its prospectus with the SEC and sets a date for the offering.
The number of IPOs being issued is usually a sign of the stock market’s and
economy’s health. During an economic downturn, the number of IPOs drop because it’s
not worth the hassle to list a company when share prices are depressed. When IPOs
increase, it usually means the economy is getting back on its feet again.
The PSE index has recently breached the 8,300 mark on the back of improving
corporate earnings and the country’s economic fundamentals.
However, while continuing to attract companies, the stock market has yet to see
the return of the IPO heyday of the 1990s or even prior to the 2008 global financial crisis
when there were double-digit listings, peaking at 21 companies in 1994.
The primary advantage a business stands to gain through an initial public stock
offering is access to capital. In addition, the capital does not have to be repaid and does
not involve an interest charge. The only reward that IPO investors seek is an
appreciation of their investment and possibly dividends. Besides the immediate infusion
of capital provided by an IPO, a business that goes public may also find it easier to
obtain capital for future needs through new stock offerings or public debt offerings. A
related advantage of an IPO is that it provides the business's founders and venture
capitalists with an opportunity to cash out on their early investment. Those shares of
equity can be sold as part of the IPO, in a special offering, or on the open market some
time after the IPO. However, it is important to avoid the perception that the owners are
seeking to bail out of a sinking ship, or the IPO is unlikely to be a success.
Yet another advantage of going public involves the ability to use stock in creative
incentive packages for management and employees. Offering shares of stock and stock
options as part of compensation may enable a business to attract better management
talent, and to provide them with an incentive to perform well. Employees who become
part-owners through a stock plan may be motivated by sharing in the company's
success. Finally, an initial public offering provides a public valuation of a business. This
means that it will be easier for the company to enter into mergers and acquisitions,
because it can offer stock rather than cash.
The biggest disadvantages involved in going public are the costs and time
involved. Experts note that a company's management is likely to be occupied with little
else during the entire IPO process, which may last as long as two years. The business
owner and other top managers must prepare registration statements for the SEC,
consult with investment bankers, attorneys, and accountants, and take part in the
personal marketing of the stock. Many people find this to be an exhaustive process and
would prefer to simply run their company.
Last year, there were four IPO listings, comprising of the Villar family’s Golden
Haven which raised ₱778 million; Cemex Holdings Philippines (₱25 billion), Pilipinas
Shell Petroleum Corp. (₱18.4 billion) and Shakey’s (₱4 billion). This year, the PSE
hopes to see anywhere between six and eight.
There are two ways to participate in an IPO. The first way is through an online
broker subscription.
If you already have a trading account with an online broker, chances are they will
offer some number of shares to clients like you by announcing it on their website.
However, the challenge here is the limited number of shares that the broker can offer,
and so allocation of shares is not guaranteed.
If there are more buy requests than the number of available IPO shares allotted to your
broker, a raffle is usually conducted to distribute the same. If you do not get chosen,
then you will end up with no shares of the IPO. As such, you can try the second method,
which is the Local Small Investors Program (LSIP).
Once you become familiar with the company, then the next step is to evaluate
the IPO price to see if the offer is acceptable. You need to know how much you can
potentially profit from investing in the IPO. One way to check is by getting the P/E ratio
or price-earnings ratio, which is the ratio for valuing a company by measuring its current
share price relative to its per-share earnings.
Consider also the liquidity of the IPO. How much of the company’s outstanding
shares shall be available for the public to trade? If the free float or the proportion of
shares of a publicly traded company that is traded in the stock market is small, say at
minimum of 10%, then you can expect the stock to be more volatile because there are
only a limited number of shares available. Higher volatility means higher risk because
the share price can swing at a large percentage in a few days if it is actively traded.
If you are investing for the short term, this can be a good opportunity for you. But
if you are investing long-term, choose an IPO with bigger free float, say 25% or more so
that there is higher stability in the share price movement. Institutional investors, such as
foreign funds, prefer larger free floats so they can trade with significant number of
shares without necessarily affecting the share price.
Overall, it is good to buy an IPO if you know what you are buying. Don’t buy just
because everyone is going crazy about it but uy because it is a good investment.
VII. INITIAL COIN OFFERING (ICO)
ICO (Initial Coin Offer) is a term that has lately gained popularity in the
cryptocurrency environment. This term is used to define a process of raising
investments for some particular project. Only instead of traditional shares, the
participants get coins for their investments — certain electronic tokens (blockchain
entries), confirming the investor’s stake in the project and consequently the investor’s
share in the profit from the project. In other words, A-coins are issued for Project A, B-
coins are issued for Project B, and so on. Coins, just like shares, have value only within
the scope of a certain project. So, coins for Project A do not affect coins for Project B.
In the latter case, a company has to “cross the spread” to perform a buy-back,
that is, to pay the margin between the purchase and sale price of an ICO coin. And the
margin is rather high, due to the low liquidity of an ICO coin that is tied to a specific
project. The liquidity of an ICO coin is lower than the liquidity of a universal coin tied to
the economy in general.
For example, a company has N money to pay to its shareholders, but it physically
cannot perform buy-back, as there are not enough sale offers on the market. What the
markets generally offer is only a small percentage of the real volume of the shares or
coins issued. In practice, the low liquidity of ICO coins will lead to price peaks during
buy-backs, and excess profit to speculators, those who managed to sell at the right
time, but not to real investors who buy to hold for many years and want to have regular
returns on their investments.
So, as we can see, an ICO is good for starting a risky project that has no profit
and, respectively, no dividends. The game is played around a venture-type project —
“let’s hope it takes off”. Although it is known that 80 % of startups go bankrupt within the
first three years, and any particular investment mechanism has no dramatic effect on
these statistics.
For a real project that carries out business operations, has sales turnover, brings
income and regularly distributes profits in the form of dividends, an IPO is preferable.
For these reasons, the Kolionovo farm managed by Mikhail Shlyapnikov chose the IPO
mechanism for attracting investments. At the time of issuing the shares on the Emercoin
blockchain, the farm already had a real and profitable business, and that is why an
effective dividend payment mechanism was the baseline requirement when it came to
choosing a platform.
The Emercoin blockchain has an option of “sending coins to the current
shareholder”. This option enables efficient and prompt delivery of dividends in the form
of universal coins to the holders of shares, and thus avoids crossing the spread and
“shaking the market”. Here, the Emercoin blockchain performs two functions:
as a distributed ledger of shareholders and; as a mechanism of dividend distribution to
current [Link] the moment, Kolionovo is issuing an ICO for one of its projects,
testing various investment mechanisms.
Moreover, it should be noted that in case of any legal disputes, IPO registered
entries can be turned into IOUs like bonds (as these certificates are in essence, IOUs,
only not on paper, but on the blockchain), and so, when necessary, property disputes
can be transferred to a traditional jurisdiction. As for ICO, it has no legal definition, and
ICO investors are not protected by law.
VIII. HISTORY
The first token sale (also known as an ICO) was held by Mastercoin in July
2013. Ethereum raised money with a token sale in 2014, raising 3,700 BTC in its first 12
hours, equal to approximately $2.3 million dollars at the time. An ICO was held by
Karmacoin in April 2014 for its Karmashares project.
ICOs and token sales became popular in 2017. There were at least 18 websites
tracking ICOs before mid-year. In May, the ICO for a new web browser
called Brave generated about $35 million in under 30 seconds. Messaging app
developer Kik's September 2017 ICO raised nearly $100 million. At the start of October
2017, ICO coin sales worth $2.3 billion had been conducted during the year, more than
ten times as much as in all of 2016. As of November 2017, there were around 50
offerings a month, with the highest-grossing ICO as of January 2018, being Filecoin
raising $257 million (and $200 million of that within the first hour of their token sale).
Kik had previously issued $50 million in tokens called "Kin" to institutional
investors, and sought to raise an additional $125 million from the public. In connection
with this ICO, an unidentified third party executed a phishing scam by circulating a fake
URL for the offering through social media.
By the end of 2017, ICOs had raised almost 40 times as much capital as they
had raised in 2016, although still amounting to less than two percent of the capital
raised by IPOs. According to Cointelegraph, companies raised around $6 billion via
ICOs in 2017; 37% of that amount was made by only 20 ICOs.
The term may be analogous with "token sale" or crowdsale, which refers to a
method of selling participation in an economy, giving investors access to the features of
a particular project starting at a later date. ICOs may sell a right
of ownership or royalties to a project, in contrast to an initial public offering which sells a
share in the ownership of the company itself. Amy Wan, a crowdfunding and syndication
lawyer, described the coin in an ICO as "a symbol of ownership interest in an
enterprise—a digital stock certificate". In contrast to initial public offerings (IPOs), where
investors gain shares in the ownership of the company, in ICOs, the investors buy coins
of the company, which can appreciate in value if the business is successful. These
coins are sometimes "pre-mined", eliminating the need for proof of work. Often
contributions are capped at a certain value and depending on how long the ICO lasts,
on a per-day basis. Conversely, those same coins can depreciate if the company does
not perform.
At least 400 ICOs have been conducted as of August 2017. Ethereum is (as of
August 2017) the leading blockchain platform for ICOs with more than 50% market
share. These tokens are called ERC20. According to Cointelegraph the Ethereum
network ICOs have resulted in considerable phishing, Ponzi schemes, and other scams,
accounting for about 10% of ICOs. Older coins focused on being a currency, while
newer coins based on the Ethereum blockchain have developed some controversy
through the selling of what is tantamount to "securities" in the form of ICO tokens.
These developments have created an evolution in the ICO release marketplace towards
the new "utility" token replacing the typical token. Some commentators believe that
"utility tokens", which can be exchanged for a unit of service such as storage, could
avoid such questions.
IX. CRITICISM
ICOs can be used for a wide range of activities, ranging from corporate finance,
to charitable fundraising, to outright fraud. The U.S. Securities and Exchange
Commission (SEC) has warned investors to beware of scammers using ICOs to
execute "pump and dump" schemes, in which the scammer talks up the value of an ICO
in order to generate interest and drive up the value of the coins, and then quickly
"dumps" the coins for a profit. The developers themselves can be guilty of such tactics.
However, the SEC has also acknowledged that ICOs "may provide fair and lawful
investment opportunities". The UK Financial Conduct Authority has also warned that
ICOs are very high risk and speculative investments, are scams in some cases, and
often offer no protections for investors. Even in cases of legitimate ICOs, funded
projects are typically in an early and therefore high-risk stage of
development. The European Securities and Markets Authority (ESMA) notes high risks
associated with ICOs and the risk that investors may lose all of their cash. Increased
regulation of ICOs will reportedly encourage institutional investors to invest in them.
X. REGULATION
The fact that ICOs are open to the general public means anyone in the
cryptocurrency industry can partake if they can get funds transferred on time. This
means the projects can raise funds in a completely decentralized manner, which is quite
important. More investors from all over the world means there is less centralization,
which is what cryptocurrency is all about.
Moreover, the concept of cryptocurrency ICO means people can help shape the
future of this entire ecosystem. There is a wide range of different projects raising funds
through an ICO, and every single project aims to bring something new to the table.
Moreover, virtually all of these projects raise a lot of money in the process of their ICO
taking place. Multi-million dollar projects are very common in the world of
cryptocurrency ICOs.
Perhaps the biggest advantage – to speculators, that is – is how the tokens can
be bought at a low price. Most exchanges will eventually enable trading of these tokens,
where they can be sold for a profit if the project is successful. Ethereum-based tokens
have a habit of appreciating in value by quite a magnitude. Value gains of over 1,000%
over the course of a year or less are quite common, regardless of the projects being
finished by that time. From a speculative point of view, cryptocurrency ICOs are more
than worth getting involved in. This could ultimately become the downfall of these
projects as well, though, but only time will tell if that is the case.
Over time, Filipino workers migrated to local remittance networks, most notably
the Lhuiller remittance network, to transfer money around the country. The majority of
workers in the capital city Manila and other major cities including Cebu support their
families located in the provinces, that have limited access to banks and other financial
services. With hundreds remittance outlets and branches located in each city, Filipino
employees began to prefer local remittance outlets over banking systems.
This migration restructured the monetary system and the financial industry of the
Philippines completely. Billions of dollars are processed by these independent
remittance networks annually, and workers are using these non-bank alternatives as
their solution to transfer money.
However, the issue with these remittance outlets always has been its cost. To
send small amounts, workers pay nearly 7% of the payment as transaction fees. For
larger payments, the transaction fee is even higher. More importantly, the receiving
party, which most often is the family of the worker located in the province, had to spend
a substantial amount of money from the actual payment to travel to the remittance
outlets usually located in the hub of the city.
With bank’s inefficient services and remittance outlet’s expensive fees, Filipino
workers began to search for other alternative payment networks to send money across
the country. As this interest widely spread throughout the country, Bitcoin became
extremely popular amongst workers, employees, and average users.
[Link]
[Link] is the most popular crypto company and bitcoin platform in the
Philippines. With its close ties with the local payment network providers and banks, it
allows users to to purchase and sell bitcoin through traditional methods such as bank
deposits, bank wiring, and ATM deposits.
Over the past two years, [Link] has significant improved its platform, adding
new services and features which allow anyone to purchase or sell bitcoin through
convenience stores, remittance outlets, and even local brokers.
The most interesting part of the [Link] platform is its services that enable
users to settle utility bills. On the [Link] platform, users can settle credit card,
electricity, water, and rental fees using bitcoin. Normally, users would have to visit each
company to pay in cash.
[Link]
[Link], one of the main companies under Satoshi Citadel Industries, is a
unique remittance platform based on bitcoin that allows anyone in the Philippines and
around the world to send money from/to the Philippines through bitcoin.
With zero service fee policy, Rebit has quickly grown to become a major player in
the international remittance market, allowing users to initiate in transparent international
transactions without hidden fees and by offering real-time BTC-PHP exchange rates.
Rebitters, or users of [Link], can also cash out their bitcoin in major banks and local
pawnshop networks, which are located in any city in the country.
[Link]
[Link] is a merchant payment processing platform that allows both online
and offline merchants to accept bitcoin. The platform enables real time transactions with
no costs, accepting bitcoin and peso through a secure and reliable platform.
The [Link] team also operates under Satoshi Citadel Industries, which
houses some of the most popular and well known crypto companies in the Philippines.
[Link], [Link], and [Link] have led the financial revolution and restructuring
of the financial induistry in the Philippines over the past two years. With their services
and increasing interest from filipino workers, the bitcoin ecosystem will continue to
improve throughout the country.
Strategy
An ICO is an entry strategy and is used by startups to raise funds for their project
and enter the market. Hence it is done during the introduction or the nascent stage of
the company and the capital raised is the working capital which is used for project
development.
However, an IPO is an exit strategy and is typically staged at a later stage when
the company is financially more stable but wants to expand and become publicly traded.
The capital raised is the long-term capital which is used to fund company’s expansion
projects.
Listing Requirements
In order to stage an IPO, a company should be listed on a stock exchange. This
requirement doesn’t apply to companies holding an ICO. They usually list their
cryptoassets on exchanges after successful ICOs.
Company Requirements
To list a company for an IPO, the applicants must fulfil numerous pre-requisites
related to aggregate pre-tax earning, aggregate cash flow, paid-up capital, underwriters,
prospectus, etc.
All that you need for an ICO is a minimum viable product, an audited public code,
and a whitepaper. An ICO can even be held without these as well.
Investor Requirements
In order to invest in an IPO, an investor has to fulfil his KYC requirements
whereas in most ICOs an investor only needs a cryptoasset wallet address and an
active internet connection to take part.
Currency Accepted
The securities in an IPO are traded in exchange for fiat currencies like Dollar,
Rupee, etc. ICOs, in contrast, involves the cryptoassets being traded in exchange for
other cryptocurrencies like Bitcoin, Ethereum, Neo, etc. However, some ICOs even
accept fiat currencies in addition to other cryptocurrencies.
Utility
Stocks represent proportionate ownership of the company, voting rights, and
eligibility to claim dividends. However, cryptoassets represent tokens which can be used
to avail a service or to store value
Regulation
IPOs are regulated by several national and international bodies like SEC in the
USA, SEBI in India, etc, but ICOs are self-regulated events.
Duration
Due to the heavy regulatory processes, IPOs can take up to 4-5 months to close.
ICOs, on the other hand, are dependent only on reaching the maximum hard cap or
fixed sale duration which usually lasts a month.
Parties Involved
An IPO witnesses many parties which benefit from it. These include the
company, stock exchange, brokers, underwriters, and the investor. There are usually
only two parties involved in an ICO.
Price Decision
The company spend a lot of time and involve few third parties to decide the price
of the shares at the time of an IPO. Book building is used to set the price.
REFERENCES
[Link]
Follow us: Investopedia on Facebook