| |
|
Why
Go Public?
Taking a company public is the major financial reward. It brings glamour
and prestige, and is one of the acknowledgments of success in business,
but taking a company public is a complex process. It involves many different
business disciplines and can be mysterious and confusing, even for those
who have been through it several times. It's not surprising that entrepreneurs
and their management teams are intimidated. Consequently, they seek helpful
information from IPO consultants.
Making
an Initial Public Offering (IPO) has many advantages for a company.
1. A source of long-term capital:
Offering their stocks to the public, companies use a low-cost and long-term
source relative to alternative financing methods. Through the IPO, a company
may raise funds to finance its expansion plans, enhance its competitiveness
or establish an improved financial structure. Apart from issuing and listing
equity shares, a public company can raise additional capital by issuing
and listing other types of securities, such as preferential shares, warrants,
debentures and convertible debentures.
2. Liquidity and increased share price:
Companies listed on a stock exchange are typically worth more than similar
companies that are privately held. The information contained in an IPO
prospectus and subsequent annual reports reduces the uncertainty around
performance and hence increases the value of a business. In addition,
investors are willing to pay a premium for liquidity. Private companies
have limited or no liquidity in most cases.
3. Catalyst for attracting
foreign partnerships: In a globalized economy, having
a strong, complementary, strategic business ally adds to a company's competitiveness.
A 'Public company' status attracts foreign investment and opens up opportunities
for business expansion and modernization.
4. Management accountability and professionalism:
Investor confidence, reflected to some extent in the level of stock prices,
is a function of a company's standard of operations. The management of
a public company must be accountable to its shareholders, who, in turn,
play a role in ensuring that the company operates in an efficient manner.
Shareholders benefit from improvements in a company's operational efficiency.
5. Management and employee motivation:
Equity-based awards and ownership tend to be spread more broadly among
management and employees in public companies compared to private companies.
In addition, management and employees of public companies can see the
results of their efforts in the share price more immediately.
6. Positive public image: Because
Securities Exchange Board of India (SEBI) monitors listed companies, such
companies share a positive public image. Generally, listed companies are
thought of as financially healthy and having high standards of transparency
and information disclosure. This public profile boosts a company's credibility,
increases its bargaining power and reflects positively on its products
and services. Many analysts believe there is considerable prestige attached
to managing and working for a publicly listed company.
7. Access to alternative sources of capital:
Another benefit as a result of a company going public is the ability to
gain access to alternative sources of capital in the future. Public companies
are often able to raise money for expansion more easily and at better
rates than private companies of similar size. The public debt markets
are more accessible to public companies than to companies without a listing.
Moreover, going public generally improves a company's debt-equity ratio
and may enable it to borrow on better terms in the future.
8. Ancillary benefits:
a. The flotation process often forces a company's management to formulate
and document a clear business strategy for the first time.
b. This is typically beneficial to the future success of the business
and in many cases is just what a private company required to truly grow
from small to medium or from medium to large in size.
c. The anticipation of public ownership leads many companies into improving
their management and financial structure. Fast growing medium-sized companies
often neglect the formal structures which will help them in their attempts
to become larger and more profitable companies.
9. Shareholders' benefits:
a. Increased liquidity: Listing on a Stock Exchange generally increases
the liquidity of a company's securities. Shareholders find potential buyers
more easily, as their stocks are more marketable. The market value of
a listed company is easier to determine and its shares are acceptable
as collateral for loans.
b. Shareholder protection: To ensure that the benefits to investors
are protected, SEBI issues rules and regulations governing securities
trading and information disclosure. These rules and regulations ensure
the transparency, adequacy and promptness of information disclosure and
guarantee investors equal access to this information.
c. Tax Advantages: Shareholders of listed companies have the following
tax privileges:
i. Long-Term capital Gains from the sale of listed shares are presently
tax-exempted.
ii. Short-Term capital Gains from the sale of listed shares are taxed
at lower rates.
iii. Dividend Income is presently Tax-Exempt.
Deciding whether to "go public" is one of the most important
decisions a successful private company can make. "Going public"
presents many attractive opportunities to a growing company and its founders.
At the same time, the process can involve many issues which must be carefully
considered. Making the right decision requires a thoughtful balancing
of the relative benefits and burdens in each situation.
There are costs involved that include both the direct costs, in time and
money, of the flotation process as well as the opportunity costs of under-pricing
the offering and subsequently the costs of increased disclosure to public
shareholders.
Draw-backs
of Going Public:
1. Increased disclosure: Companies are required by stock exchanges and
regulators to disclose information on a regular basis so that investors
and potential investors can make buy, sell or hold decisions. A much greater
amount of information is required at the time of the IPO and is included
in the offer document.
2. Costs of IPOs: Initial public offerings involve many costs like Investment
bankers' commissions, lawyers and accountants fees, ancillary costs, such
as public relations, printing, corporate advertising and others. In addition
to the upfront costs, there are the costs of maintaining a quote on the
stock exchange (stock exchange fees, management time, more extensive audits
and reporting, etc.).
3. Dilution of control: Not all IPOs are for more than 50 per cent of
the issuer's voting shares, in fact, the average is around 30 per cent.
So although control is not lost through the IPO, if the company requires
further equity to fuel its growth, existing shareholders will suffer dilution.
4. Perceptions of short-term growth: In order to meet investors' quarterly
or semi-annual earnings expectations, a company may be forced off the
long-term strategy that was in place prior to the IPO. Managers may feel
compelled to follow strategies that support the share price in the short
term, rather than over a long time horizon.
|