Listing Requirements Mechanisms Of Offering And Underpricing Finance Essay - Free Essay Example

Sample details Pages: 12 Words: 3580 Downloads: 10 Date added: 2017/06/26 Category Finance Essay Type Research paper Did you like this example? In the recent last two decades, IPOs (Initial Public Offering) have many developments in the Global IPO Market. In the global context my study is focused on the; Listing Requirements, Mechanisms of Offering and Underpricing in the global IPO market. In the late 1990s growth of internet froth has also play an explosive role toward the IPOs outperformance globally. LISTING REQUIREMENTS 3.1 BENEFITS AND DRAWBACKS OF LISTING YOUR COMPANY Going public is not an easy task. In deciding whether to seek a listing, a company should consider the alternative financing needs available and the benefits versus the drawbacks of listings. Don’t waste time! Our writers will create an original "Listing Requirements Mechanisms Of Offering And Underpricing Finance Essay" essay for you Create order Benefits There are many advantages that accrue to companies that attain a public listing of their shares. Some of the key considerations and benefits are: Creating a market for the companys shares; Enhancing the status and financial standing of the company; Increasing public awareness and public interest in the company and its products; Providing the company with an opportunity to implement share option schemes for their employees; Accessing to additional fund raising in the future by means of new issues of shares or other securities; Facilitating acquisition opportunities by use of the companys shares; and Offering existing shareholders a ready means of realising their investments. Drawbacks While there are benefits to going public, it also means additional obligations and reporting requirements on the companies and its directors: Increasing accountability to public shareholders Need to maintain dividend and profit growth trends Becoming more vulnerable to an unwelcome takeover Need to observe and adhere strictly to the rules and regulations by governing bodies Increasing costs in complying with higher level of reporting requirements Relinquishing some control of the company following the public offering Suffering a loss of privacy as a result of media interest As the owner or major shareholder of a private company, it is important to outweigh the benefits and costs of listing in the light of the plans and goals that have been set for the company. Discussions with lawyers, independent accountants and other professional advisors will also provide you with better considerations. 3.2 The Current stock exchange listing process A request for a stock exchange listing must be made on the basis of an introduction prospectus whose contents are subject to regulation and which is generally filed a few months (120 days on average according to Schuster (2003)) before the admission date. In general the Investment Bank as called Underwriter is engaged in development of Admission Statement and as in charge of the underwriting and floatation process. Many underwriters or financial institutions submit their proposal to an IPO then the IPO choose the underwriter, this is called beauty contest. The fee for the investment bankers is called gross spread and averages 7% of the issue size (Chen and Ritter (2000)). The lead underwriter makes a syndicate (i.e.) group of bank of several banks and financial institutions. The lead underwriter is primary responsible for the IPO implementation while other member undertake underwriting or placement of functions. To enter into underwriter syndicate individual banks submit their f irms value, issue price and the demand for issuer share as well as the cost of the issue. The lead underwriter select the members after evaluation of firms value, issue price and demand for issuer share as well as the cost of the issue, this selection process is also called beauty contest. In order to compile the IPO prospectus, lawyers, together with the underwriting bank, conduct due carefulness, that is an examination of the company regarding its legal, financial, and commercial aspects. The legal due carefulness includes an examination of the companys major contracts, liabilities, patents and other legal facts. The commercial due carefulness contains an analysis of the issuing companys fields of business, market positions, development strategies, human resources, management, etc. The Financial due carefulness entails financial statements, auditors reports for cases in which audited accounts are required, investment planning etc. While due carefulness is exclusively for intern al use, it serves as a basis for the offering prospectus, which, at the minimum, contains information on the shares to be admitted, general information about the issuer and associated companies, a description of the issuers business activities, a presentation of the issuers net assets, financial position and results of operations. The actual minimum content of the admission document and listing requirements are usually defined by the regulatory body of the primary market and differ from country to country. The next step of the floatation process is to obtain the approval of the admission authority, i.e. the market supervisor or the exchange itself or both. Lastly, the initial pricing and placement of the shares are organised either by the underwriter or in co-ordination with the exchange, depending on the institutional setting. Primary Market The primary market is that part of the capital markets that deals with the issue of new securities. Companies, governments or public sector institutions can obtain funding through the sale of a new stock or bond issue. This is typically done through a syndicate of securities dealers. The process of selling new issues to investors is called underwriting. In the case of a new stock issue, this sale is an initial public offering (IPO). Dealers earn a commission that is built into the price of the security offering, though it can be found in the prospectus. A primary market creates long term instruments through which corporate entities borrow from capital market. Features of primary markets are: This is the market for new long term equity capital. The primary market is the market where the securities are sold for the first time. Therefore it is also called the new issue market (NIM). In a primary issue, the securities are issued by the company directly to investors. The com pany receives the money and issues new security certificates to the investors. Primary issues are used by companies for the purpose of setting up new business or for expanding or modernizing the existing business. The primary market performs the crucial function of facilitating capital formation in the economy. The new issue market does not include certain other sources of new long term external finance, such as loans from financial institutions. Borrowers in the new issue market may be raising capital for converting private capital into public capital; this is known as going public. The financial assets sold can only be redeemed by the original holder. Secondary Market A market in which an investor purchases a security from another investor rather than the issuer, subsequent to the original issuance in the primary market is also called aftermarket. Secondary market refers to the market where trading of already existing securities take place. The secondary market is often referred to as dealer market or an auction market. Examples of an auction market is the stock exchange whereas an OTC or over the counter exemplifies a dealer market. if an individual had purchased bonds or any other investment instruments from the primary market a year back and the individual now wants to avail of the principal amount the bonds may be sold off in secondary market. In the event when the price of the bonds rise, the individual intending to dispose off the bonds needs to do it at a discounted rate. On the other hand, if the prices of bonds increase, the individual selling the shares will be benefited and may sell it at a premium rate. 3.3 A Comparison of Listing Requirements on Across Global Stock Exchanges In principle, every stock exchange have two segment in regulated market and every company has also choice to choose the market according to there size of capital and with the other fulfillment listing requirements on each market (i.e.) Primary, Secondary. On primary market large companies lists its share to become an IPO and on secondary market small and medium sized companies lists its shares. Another New Market is also found on the stock exchanges but this type of market is found in some countries of the world However, a few exchanges make exceptions to this rule. First, the Stockholm stock exchange (OMX, Sweden), the Vienna stock exchange (VSE, Austria) and the Warsaw stock exchange (WSE, Poland) never opened a New Market, and the Swiss exchange (SWX) and Deutsche Bà ¶rse recently closed their New Markets. Second, the LSE and Euronext Amsterdam do not have a specific market segment for the listing of medium and small capitalizations. Now Mian markets of accept all small and med ium size firms for listing it share for primary or secondary market. The choices of listing on main market are more stringent than primary market accordingly listing costs, capitalization requirements and size of firm. New markets are introduced in 1990s for young and growth companies. The Table-1 report the listing requirements of IPOs on all market segments on all of our 15 countries of the world. 3.3.1 Listing Requirements on Primary Market Primary Market is characterized by almost two common listing requirements especially in minimum public offer of share 25% and accounting record history IPOS Minimum capitalization requirement for listing on Primary Market is same in Pakistan PKR 200 million and in Hong Kong HK $ 200 million but in all of other countries, and in India, Bangladesh, Indonesia, Portugal, Italy, United Kingdom, Australia, New Zealand, America, United States, Egypt requirements are differ from each other except Switzerland (SWX) has no requirement for listing primary market.. Public Free Float for an IPO listing on primary is same in nine countries Pakistan, India, Hong Kong, Portugal, Germany, Italy, Switzerland, United Kingdom, New Zealand and in all of other countries Bangladesh, Indonesia, Australia, United States and in Egypt stock exchanges public free float requirement is differ from one another. Finally, the audited accounts requirement on Hong Kong, Portugal, Germany, Italy, Switzerland , United Kingdom, New Zealand Indonesia, Australia, United States and Egypt primary market required 3 prior years financial statements except Pakistan, India, Bangladesh primary market required 5 prior years audited financial statements for list of an IPO. A few of countries primary market not required audited accounts. 3.3.2 Listing Requirements of Secondary Market Secondary or aftermarket listing requirements are less stringent in respect of market capitalization, public offering, free float and provision of financial statements. In most secondary markets market capitalization is about 25% of the minimum market capitalization of main market requirement, some countries markets waived off the entire listing requirement either minimum market capitalization, public issue, public free float and have no prior years profits stability, Hong Kong (HKEX) have no secondary market listing requirements because HKEX perform the both primary and secondary market functions. Finally, An IPOs listing requirement for provision of accounting history is also less stringent than primary market. Pakistan (KSE), India (NSE), Bangladesh (DSE) for secondary market listing requirement is 5 prior years audited accounts, Indonesia, Australia secondary market listing requirement is 3 prior years audited accounts, Portugal (Euronext), Switzerland (SWX), Egypt (EGX) markets 2 prior year audited accounts and Germany and Italy secondary market required 1 prior year audited account but the Italy secondary market requirement is 1 prior year audited accounts along with 2 year financial statements. Some countries markets New Zealand (NZSX), Hong Kong (HKEX), United States (NSYE) and America (AMEX) having no listing requirements but the main market is done both the primary and secondary market functions, once an IPO listed on primary market they have no need to list on secondary market. Table-1 Comparison of listing requirements Global on Exchanges Country Exchange Admission Authority Main Market Parallel Market Pakistan Karachi Stock Exchange (KSE) Securities and Exchange Commission of Pakistan (SECP) minimum paid-up capital is Rs.200 million. Public issue which is subscribed by not less than 500 applications. profitable operational record of at least one year 25 copies of audited annual accounts of the company for the last 5 years and its latest half yearly and quarterly accounts, if any or for a shorter period if five years of the Commencement of business is not completed. Prime standard Same as General Accounting Standards and IFRs. The minimum paid up capital of the company is PKR 10 million. The minimum public offering is PKR 5 million or 25% of the capital, whichever is higher. At the time of listing, the break-up value of the ordinary shares of the company, duly certified by a Chartered Accountant / Auditor shall not be less than its face value. Audited annual accounts of the company for the last 5 years and its latest half yearly and quarterly accounts Prime standard Same as General Accounting Standards and IFRs. India National Stock Exchange (NSE) SEBI a) The paid up equity capital of the applicant shall not be less than Rs. 10 crores and the capitalisation of the applicants equity shall not be less than Rs. 25 crores. Atleast three years track record Audited Account at least prior to 5 years. Prime Standards International Accounting Standards (IASs) and International Financial Reporting (IFRs) Bangla-desh DSE SEC minimum paid-up capital is Taka Twenty million. public issue which is subscribed by not less than 400 applicants. Audited Financial Statements for the last five years Prime Standrad Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting. Standards (BFRSs). Prime Standrad Indian Accounting Standards converged with IFRSs minimum paid up capital of Tk. 100 (one hundred) million shall have no accumulated loss commercial operation for at least immediate last five years Audited Financial Statements for the last five years Prime Standrad Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting. Standards (BFRSs). Indonesia Indonesia Stock Exchange the company must have at least an amount of Rp 100,000,000,000 (one hundred billion rupiah) as Net Tangible Asset The amount of shares owned by the minority shareholders after public offering is at least 100,000,000 (a hundred million) shares or 35% of paid up capital (depends on which one is smaller) the last three years Financial Reports Prime Standards Indonesian finance accountancy standards convergence (SAK) to International Financial Reporting Standards (IFRS Net Tangible Asset of at least Rp 5,000,000,000 (five billion rupiah). latest financial year of an Audited Financial Statement which covers at least 12 (twelve) months and the latest interim Audited Financial Statement (if any) obtain an Unqualified Opinion . the last three years Financial Reports Indonesian finance accountancy standards convergence (SAK) to International Financial Reporting Standards (IFRS Hong Kong HKEX SGX Securities Futures Commission (SFC) HKSE (sub-sidiary of HKEX) Main Board Minimum Market Capitalisation HK$200 million Market Capitalisation of Public Float HK$50 million Public Float At least 25% of the issuers total issued share capital. Where the issuer has one class of securities or more, the total securities of the issuer held by the public at the time of listing must be at least 25% of the issuers tota l issued share capital. However, the class of securities for which listing is sought must not be less that 15% of the issuers total issued share capital, having an expected market capitalisation at the time of listing of not less than HK$50 million Spread of Shareholders for issuers qualified for listing under: the profit test or the market capitalization / revenue/cashflow test: 300 shareholders the market capitalization / revenue test: 1,000 shareholders trading record period of at least  3 financial years Prime Standard Hong Kong Financial Reporting Standards or International Financial Reporting Standards or US GAAP under some circumstances No Listing Requirements for secondary market Portugal Euronext CMVM Main Market Market capitalisation EUR 2.5 millions Total number of shares 500,000 Number of shares distributed to the public 25% Filed audited accounts over a period of 3 year prior to the date of the listing Second Market Closed in 2005 Market capitalisation EUR 625,000 Number of shares distributed to the public 10% Filed audited accounts over a period of 2 year prior to the date of the listing Germany Deutsche Bà ¶rse Frankfurt Stock Exchange Official Market General Standard Market value EUR 1.25 millions Free float 25% Filed audited accounts over a period of 3 years prior to the date of the listing Financial reporting in accordance with German standards Prime Standard Same as General Standard Financial reporting in accordance with U.S. GAAP and IFRS Regulated Market General Standard Number of shares distributed to the public 10,000 3 years of existence Filed audited accounts over a period of 1 year prior to the date of the listing Financial reporting in accordance with German standards Italy Borsa Italiana CONSOB and Borsa Italiana Borsa (MTA) Blue Chips Market capitalisation EUR 800 millions Number of shares distributed to the public 25% 3 years of accounting records Filed audited accounts over a period of 1 year prior to the date of the listing Ordinary Market capitalisation EUR 20 millions and EUR 800 millions Number of shares distributed to the public 25% 3 years of accounting records Filed audited accounts over a period of 1 year prior to the date of the listing Star Market capitalisation EUR 20 millions and EUR 800 millions Number of shares distributed to the public 35% for newly listed companies (20% for transferred companies) 3 years of accounting records Filed audited accounts over a period of 1 year prior to the date of the listing Mercato Expandi Market capitalisation EUR 1 million Number of shares distributed to the public 10% 2 years of accounting records Filed audited accounts over a period of 1 year prior to the date of the listing Turnover EUR 750,000 Last net earnings EUR 100,000 Financial debt / consolidated gross operating margin 4 Switzer-land Swiss Exchange (SWX) SWX Main Market Capital resources CHF 25 millions No requirement on market capitalisation Number of shares distributed to the public 25% and CHF 25 millions Filed audited accounts over a period of 3 years prior to the date of the listing (possible exceptions) Local Caps Capital resources CHF 2.5 millions No requirement on market value Filed audited accounts over a period of 2 years prior to the date of the listing Number of shares distributed to the public 20% and CHF 5 millions United Kingdom LSE FSA (UKLA) LSE Main market Market value GBP 700,000 Number of shares distributed to the public 25% Filed audited accounts over a period of 3 years ending no later than 6 months prior to the date of the listing Financial reporting in accordance with UK GAAP, U.S. GAAP and IFRS No Secondary market requirement Australia ASX ASIC ASX At least $ 2,000 capital excluding restricted securities and at least 500 holder for these capital The issue or sale price of securities for which entity seeks quotation (except options) at least 20 cent and in case of employees incentives scheme issued or sold less than 20 cent. Profit of the entitys main business for last three financial year must have $1 million, in case of consolidated profit must have exceed $ 400,000 upto admission date for last 12 monts Last three years audited financial statements. There is no need to minimum holders At least $ 10 million net tangible assets Last three years audited financial statements. New zealand NZSX NZSX Securities and exchange commi-ssion New Zealand At least minimum capital $ 5 million At least 500 members of the public or at least 25%. copies of the last five years annual reports Prime Standard Financial reporting according to International Financial Reporting Standards (IFRs) and International Accounting Standards. Secondary market listing requirement are waived off by the New Zealand Stock exchange because both primary and secondary markets are regulated by NZSX. America AMEX Securities and Exchange Commi-ssion SEC And Financial Industry regulatory Authority (FINRA) Market Capitalization N/A Market value of public float $ 3 million Public Float 800/500,000 Shareholders equity $ 4 million Pre-tax income $ 750,000 Operating history N/A United States NYSE SEC And FINRA Market Capitalization $150 million Market Value of Publicly Held Shares $ 45 million Public Round-lot Holders   400 Publicly Held Shares 1,100,000 Prime Standards U.S GAAP used for the Financial Statement. Market Value of Publicly Held Shares Public Round-lot Holders 400 Publicly Held Shares 1,100,000  Ãƒâ€šÃ‚  Ãƒâ€š Egypt The Egyptian Stock Exchange EGX Egyptian Capital Market Authority (ECMA) Official Market The volume of nominal shares presented for public offering should not be less than 30% of the companys total shares. issued capital should not be less than L.E. 20 million or its equivalent paid in total The number of issued shares that need to be listed should not be less than two million shares. The number of subscribers in shares offered for public subscription should not be less than 150 shareholders, even if they are non Egyptians. The net profits before taxes for the last fiscal year preceding the listing application should not be less than 5% of the paid-in capital. Financial Statements for preceding three years. Prime standards International Accounting Standards (IAS) Egyptian Accounting Standards (EAS) Non-official Market Securities presented for public subscription or offering should not be less than 10% of the total of issued securities The number of shares that need to be listed should not be less than 1,000,000 shares The number of shareholders at the securities presented for public or private offering should not be less than fifty Financial Statements at least last 2 years MECHANISMS OF OFFERING 4.1 Introduction There are three common methods of IPOs offering globally 1)- Fixed price offering, 2)- Auction Method, 3)- Book Building Method. The oldest offering method is fixed price offering method then the auction method become popular and now the book building method become most popular globally IPOs. There are many factor that have less benefited for IPOs, under the fixed price offering method investors purchase securities at fixed price offered by the investor, the investor cannot get information about IPO before investing and there are fifty fifty chance of under-subscription or over-subscription of an IPO. Secondly, the auction mechanism for IPO is also look like the fixed price method but the investor cannot get the information before investment in an IPO and it has also fifty fifty chances of under or over-subscription. Under the auction method IPO are less underpriced. Finally, the Book Building method in become popular in late 1990s 4.2 Fixed Price Of fering 4.5 Comparison of other methods and Book Building Methods