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Ventura Wealth Clients
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In the dynamic world of stock markets, companies have various avenues to raise capital. While Initial Public Offerings (IPOs) mark a company's debut on the stock exchange, Follow-on Public Offers (FPOs) emerge as a crucial tool for established publicly traded companies to raise additional funds. This comprehensive blog delves into the intricacies of FPOs, equipping you with the knowledge to make informed investment decisions when such offerings arise.

What is a follow-on public offer?

  • What is an FPO? An FPO is a process by which a company that is already listed on a stock exchange issues new shares to the public to raise additional capital. Unlike an IPO where the company offers its shares for the first time, an FPO involves a secondary issuance by an existing publicly traded company.
  • Why do Companies Issue FPOs? There are several reasons why companies might choose to raise capital through an FPO:

    • Funding Growth Initiatives: Companies may require additional capital to fund expansion plans, research and development activities, or product diversification.
    • Debt Reduction: FPOs can be used to pay off existing debt, improving the company's financial health and potentially boosting investor confidence.
    • Strategic Acquisitions: Funds raised through an FPO can be used to finance strategic acquisitions, allowing companies to expand their market reach or product portfolio.
    • Increase Liquidity: FPOs can increase the number of shares outstanding, potentially improving the stock's liquidity and trading volume.

FPO step-by-step process

The FPO process follows a structured approach, ensuring transparency and adherence to regulatory guidelines:

  1. Board Approval: The company's board of directors first proposes and approves the FPO, outlining the purpose, the amount of capital to be raised, and the proposed use of the funds.
  2. Appointment of Lead Managers: Investment banks or financial institutions are appointed as lead managers to manage the FPO process. These institutions advise the company, underwrite the offering (guarantee a minimum amount raised), and facilitate marketing and investor outreach.
  3. Draft Red Herring Prospectus (DRHP): The company prepares a DRHP, a detailed document outlining the company's financial performance, future plans, purpose of the FPO, and details about the new shares being offered.
  4. SEBI Approval: The DRHP is submitted to the Securities and Exchange Board of India (SEBI) for review and approval. SEBI ensures the prospectus is accurate and provides essential information to potential investors.
  5. Marketing and Investor Roadshows: The lead managers and the company conduct roadshows and marketing campaigns to generate investor interest in the FPO.
  6. Price Discovery and Issue Size: Based on investor demand and market conditions, the FPO price and the final number of shares offered are determined. This process is often referred to as "price discovery."
  7. Subscription Period: The FPO opens for subscription, where investors can apply to purchase shares. This period typically lasts a few days.
  8. Allotment and Listing: After the subscription period closes, shares are allotted to successful investors. The new shares are then listed on the stock exchange, allowing them to be freely traded.

Benefits and drawbacks of FPO

Like any investment decision, FPOs have both advantages and disadvantages for both companies and investors.

Benefits for Companies:

  • Faster Capital Raising: Compared to raising funds through debt or private equity, FPOs offer a relatively quicker way to secure capital.
  • Improved Financial Flexibility: The additional capital enhances the company's financial flexibility, enabling them to pursue growth initiatives and strengthen their financial position.
  • Enhanced Public Image: A successful FPO can boost investor confidence and positively impact the company's public image.

Drawbacks for Companies:

  • Dilution of Ownership: Issuing new shares dilutes existing shareholder ownership, potentially decreasing their voting rights and proportionate ownership stake in the company.
  • Market Volatility Risk: The success of an FPO depends on prevailing market conditions. Market volatility can impact investor sentiment and potentially lead to a lower-than-expected capital raise.
  • Regulatory Costs: The FPO process involves various regulatory fees and expenses associated with prospectus preparation, marketing, and legal compliance.

Benefits for Investors:

  • Investment Opportunity in Existing Companies: FPOs offer investors a chance to invest in companies with a proven track record, potentially benefiting from their future growth prospects.
  • Increased Liquidity: A successful FPO can lead to increased trading volume and improved liquidity for the company's stock, potentially offering better entry.
  • Potential for Capital Appreciation: If the company utilises the FPO funds effectively and experiences positive growth, the value of the shares might increase, offering investors capital appreciation.

Drawbacks for Investors:

  • Information Asymmetry: Investors need to conduct thorough research to assess the company's financial health, future plans, and the purpose of the FPO. Information asymmetry can exist, where the company may have more information than investors, potentially leading to investment decisions based on incomplete data.
  • Pricing Risk: Investors need to critically evaluate the FPO price considering the company's current stock price, future growth prospects, and overall market conditions. Overpriced FPOs can lead to investment losses.
  • Dilution Risk: Similar to companies, existing investors also face dilution risk. The issuance of new shares can decrease the value of their existing holdings if the company's overall profitability doesn't proportionally increase with the additional capital.

Considerations before you invest in an FPO

Before investing in an FPO, consider these crucial factors:

  • Company Analysis: Conduct a thorough analysis of the company's financial health, past performance, management team, and future growth plans. Understand how the FPO proceeds will be utilised.
  • FPO Objective: Evaluate the purpose of the FPO. Is it for funding growth, debt reduction, or acquisitions? Align your investment goals with the company's intended use of the capital.
  • FPO Pricing: Critically analyse the FPO price in relation to the company's current stock price, market conditions, and future growth potential. Don't chase overvalued offerings.
  • Financial Statements: Scrutinise the company's financial statements, including the balance sheet, income statement, and cash flow statement. Look for signs of healthy financials and sustainable growth.
  • Market Volatility: Be mindful of prevailing market conditions. Market downturns can impact FPO success and potentially lead to lower returns.

Beyond the basics

While FPOs offer a compelling investment opportunity, it's crucial to consider alternative investment avenues:

  • Initial Public Offerings (IPOs): IPOs can offer the potential for higher returns if the company experiences significant post-listing growth. However, IPOs also carry inherent risks associated with new, untested companies.
  • Mutual Funds: Mutual funds offer diversification and professional management, reducing individual stock picking risks.
  • Exchange-Traded Funds (ETFs): ETFs provide a basket of stocks or assets, offering exposure to a particular sector or market segment while mitigating individual stock risk.
  • Bonds: Bonds offer a fixed income stream and can be a good option for income-oriented investors seeking lower risk investments.

Conclusion 

FPOs can be a valuable tool for both companies and investors. However, careful consideration and thorough research are paramount before investing. By understanding the benefits and drawbacks, analysing the company's fundamentals, and evaluating the FPO price in relation to market conditions, you can make informed investment decisions and position yourself for potential success in the dynamic world of FPOs. Remember, a well-diversified portfolio that considers FPOs alongside other investment options can help you navigate the market effectively and achieve your long-term financial goals.

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