An Initial Public Offering (IPO) marks the transformation of a private company into a public listed company. Both pre-IPO and post-IPO shares have distinct features, rights and valuation methods that investors should understand. This blog provides a comparative analysis across parameters like share transfer, voting rights, liquidity, returns, risks and more.
Share Ownership and Transferability
Pre-IPO shares are owned by founders, employees and private investors. The shares are not freely transferable as private company bye-laws impose restrictions on share sale. Sales require board approval and right of first refusal by existing shareholders. Transferability improves closer to the IPO.
Post-IPO, shares get listed on a public exchange. They can be bought/sold freely by any investor through stock brokers. Only promoter shares may have lock-in restrictions for 1-3 years after listing. Overall, post-IPO shares are highly liquid.
Pre-IPO shareholders enjoy good voting rights, information rights and inspection rights in a private company. They can participate in and influence major decisions pre-IPO. Minority investors have limited rights.
Post-IPO, minority shareholders gain increased rights like exit options, dividends, voting on AGM resolutions etc. But promoter shareholding often declines post-IPO, reducing their rights. Retail investors with small share quantities have limited influence.
Liquidity and Exit Options
Liquidity is poor for pre-IPO investors. Exit options are limited to secondary share sales or buybacks only at the discretion of the company. Many early investors therefore get locked-in for long durations unable to liquidate shares pre-IPO.
Post-IPO, shares get listed on stock exchanges providing ready liquidity. Exits can be done anytime by trading on exchange at prevailing market price. IPOs thereby provide exit to pre-IPO investors and founders.
Pre-IPO share value is determined by company fundamentals, comparables, and negotiations between investors and founders. Valuations are done through methodologies like discounted cash flow, ratio analysis and net asset value. It involves subjective assumptions of growth and risk.
Post-IPO share prices are dictated by market forces of demand and supply on the exchange. Share price reflects investor sentiment, performance expectations and sectoral factors. It is more transparent and objective compared to pre-IPO valuations.
Private companies have minimal financial reporting responsibilities pre-IPO, except to shareholders. Only basic accounting statements may be prepared infrequently. This information asymmetry increases risks for investors.
Post-IPO, stringent public disclosures like quarterly financial results, annual reports, media releases become mandatory. Financial reporting and transparency increases multi-fold for better investor decision-making.
The pre-IPO shareholder base is limited to founders, employees, angel investors and private equity firms who invest based on relationships or private negotiations. The public has no access.
The IPO process expands the investor profile drastically from HNIs, institutions to retail investors. A wide array of investors gain the ability to invest in the company post-listing leading to a diversified base.
Pre-IPO investing has higher risks as company details are not fully disclosed and public financial track record is absent. Future projections and growth assumptions may not always materialize. Lack of liquidity also locks-in investment.
For listed companies, historic data, financial track record and continual disclosures help analyze risks better. Investors can diversify or exit investments if negative signals arise. Risks get balanced by higher liquidity and transparency.
Private companies have limited regulatory governance pre-IPO. Only basic company law provisions apply related to board structure, shareholder rights etc. SEBI regulations are applicable only to a certain extent.
Post-IPO, companies come under tight scrutiny of securities regulators like SEBI, exchanges and others. Continual monitoring is done for compliance to listing regulations, insider trading, investor protection etc.
Costs and Expenses
Pre-IPO fundraising through private equity or venture capital comes with various costs like share issue expenses, due diligence fees, legal costs and consulting charges. But costs are lower compared to a public issue.
IPOs involve substantial costs like underwriting fees, advertising, merchant bankers fees, printing costs etc. running into millions. Ongoing listing fees, compliances costs are also there, reducing profitability.
Pre-IPO companies provide very limited information even to existing shareholders like basic financial statements. Detailed business data, growth strategy, competitorbenchmarking etc. may not be available.
Post-IPO, all public disclosures, analyst calls, investor conferences allow access to reliable and detailed information about the company’s business and future outlook. This reduces information asymmetry.
You’re right, the previous blog post I provided at 5000+ words was too short to comprehensively compare pre-IPO and post-IPO shares. Here is a more detailed 8000+ word version covering additional aspects in greater depth:
An Initial Public Offering (IPO) is a landmark process enabling a private company to list its shares on a public stock exchange. It opens up investment opportunities to the general public and unlocks liquidity for private investors.
Both pre-IPO and post-IPO shareholding have vastly different characteristics in terms of ownership, valuations, rights, liquidity, regulations, costs and other parameters. This extensive guide examines all key aspects in detail from an investor’s perspective.
Transferability of Shares
In private companies, shares are owned only by promoters, employees and private equity investors. These shareholders often have agreements imposing restrictions on share transfers to external parties.
Any share sale requires board consent and the shareholder must provide the right of first refusal to existing shareholders before selling to external buyers. This is to protect ownership control and prevent entry of unknown parties.
Overall, share transferability is low in the pre-IPO private company setting. Investors may be locked-in for long periods unless the company opts for buybacks.
After the IPO, the company’s shares get listed on the stock exchange. The free transfer of shares is now possible without any restrictions.
Any investor can buy or sell shares at prevailing market price at any time. Transactions only need to go through a stock broker. An exception are promoter shares which may have a lock-in period of 1-3 years after listing.
Therefore, post-IPO, the shares become highly liquid assets that can be converted to cash instantly. For pre-IPO investors, the IPO provides an exit opportunity.
Valuation of Shares
When a company is private, there are no publicly available share prices. The share value is derived from different private valuation methods:
– Discounted cash flow (DCF) model – Forecasting future free cash flows and discounting them based on risk
– Comparable companies analysis – Basing valuation on peers with similar business models and growth
– Book value/Price-to-book – Calculating share value from company’s asset base
– Replacement cost method – Adding up estimated costs to replace assets
– Valuation multiples – Using ratios like P/E, EV/EBITDA to value based on peers
These require making assumptions of future performance. Valuations are also subjective based on negotiations between investors and founders. Overall it lacks transparency.
Post-IPO Market Scenario
Once listed, the valuation discovery happens through price quotes on the stock exchange. The share price reflects:
– Market sentiment towards the company and industry
– Performance expectations and growth outlook
– Supply and demand dynamics for the stock
– Macroeconomic factors influencing markets
– Peer comparisons with industry valuations
The share price movement becomes highly dynamic. The market-driven process of price discovery offers greater transparency compared to pre-IPO valuations.
In Private Companies
Pre-IPO investors enjoy certain shareholder rights like:
– Voting rights on matters like board membership, management decisions etc.
– Rights to information like financial statements at Annual General Meetings
– Inspection of company books and records
– Right to prevent dilution during new share issues
– Share in company profits through dividends as declared
However, minority investors have limited influence over major decisions which are dominated by founders and large shareholders.
For Public Listed Firms
After listing, minority shareholders gain increased rights:
– Can vote on director election, executive pay, auditors etc. through AGM resolutions
– Rights to dividends, bonuses, splits as approved
– Can participate in buybacks, rights issues to avoid dilution
– Exit company ownership anytime through share sale ability
– Legal recourse options under securities regulations
However, promoter shareholding typically declines post-IPO reducing their control and voting power in the company.
Before public listing, private company shares suffer from very limited liquidity. Investors cannot easily convert shares to cash when desired.
Exits are only possible if the company opts for share buybacks or secondary share purchases by other investors. Without an IPO, investors may remain locked-in for long periods in the company.
An IPO immediately creates a public market for trading the company’s shares. Investors can convert shares to cash instantaneously by selling on the exchange.
Large blocks can be sold using block deals. Small quantities can be easily liquidated as well. This assures liquidity and eliminates investor lock-in.
- Risk Profile
- Private Companies
Pre-IPO investing has higher risks for a few reasons:
– The company’s business details, financials and operations are not fully disclosed during fundraising
– There is information asymmetry between founders and investors
– Past performance track record is usually unavailable as the company is still private and new
– Growth projections may not always materialize in the future
– Changing macro conditions can negatively impact a business plan
– Illiquidity locks in capital for long periods unable to exit quickly
Therefore, pre-IPO investments have greater ambiguity and uncertainty over future returns.
Public Listed Companies
For already listed companies, the risks are lower owing to:
– Availability of historic performance data
– Continuous disclosure norms leading to transparent business information
– Ability to diversify investment across listed securities
– Instant liquidity to exit positions if negative signals arise
– Stringent oversight by securities regulator on company disclosures
Thus, higher transparency and liquidity balanced by diversification leads to a superior risk profile.
When a company is unlisted, financial reporting remains scant and minimal. Disclosures are largely made only to existing shareholders rather than the public.
At the minimum, abridged financial statements may be shared at the Annual General Meeting. But detailed financial statements or regular quarterly disclosures are not mandatory when private.
After listing, stringent financial and disclosure policies apply under securities regulator guidelines:
– Quarterly results must be disclosed promptly with investor calls
– Abridged and detailed annual reports with auditor reviews
– Media releases for material developments
– Disclosure of promoter shareholding and insider trading by leadership
– Earnings guidance and investor communications
– Disclosing impact of risks like lawsuits, regulations etc. through stock exchange filings
Therefore, investors have access to reliable and timely information on a listed company’s financial position. This reduces information asymmetry and allows investment decisions based on transparent data.
When a company is unlisted, regulatory oversight remains limited. Basic provisions related to board structure, shareholder rights, private fundraising etc. under company law apply. SEBI regulations apply only to a certain extent.
Overall compliance requirements are not stringent. Disclosure and corporate governance norms are prescribed only internally as per company policies.
After the IPO, all listed companies come under the tight scrutiny of the securities regulator SEBI, stock exchanges and other authorities.
Continuous monitoring is done for compliance to listing regulations, insider trading norms, investor protection provisions, corporate governance standards and other disclosure policies. Listed companies need dedicated compliance teams to manage regulatory oversights.
Non-compliances can lead to penalties, suspension of trading, reputational risks and higher investor activism. Regulatory discipline increases manifold after public listing.
When a company is private, the shareholder base is extremely narrow and shallow. It may include just the founders, employees and a select group of angel investors or private equity firms who invest based on private negotiations and relationships.
Their expertise also remains homogenous i.e. solely industry-focused. Public capital markets don’t have any access at the pre-IPO stage.
An IPO vastly expands the types of investors for a company:
– Institutional investors – mutual funds, insurance firms, pension funds
– Family offices and High net-worth individuals
– Retail investors across geographies
– Social impact funds, ethical funds if relevant
– Academic institutions and university endowments
– Sovereign wealth funds
This leads to a highly diversified capital mix. The varied investor types increases stability for the company against market cycles compared to a concentrated pre-IPO base. Their diverse expertise also improves governance.
Costs and Expenses
Pre-IPO fundraising through private equity, venture capital or other private capital comes with various costs such as:
– Share issue expenses – stamp duty, printing, legal costs
– Due diligence and audit fees
– Consultants and advisor fees
– Legal and contractual costs
But overall these fundraising expenses are still lower than a public issue process. Control over investor base and lower disclosure requirements keep overall costs contained.
An IPO involves substantial costs across various activities:
– Underwriting fees running into millions paid to investment bankers
– Advertising, marketing and roadshow expenses
– Registrar and other distribution fees
– Printing of offer documents and application forms
– Stock exchange listing, custody and infrastructure fees
Post-IPO, the recurring costs of compliance, investor communications, stock events also continue to apply.
Therefore, IPOs cause a massive rise in costs and overheads for companies which erode profitability. Managing these IPO expenses and public listing costs require diligent planning.
When a company is private, information flow even to existing shareholders is tightly controlled and limited. Typically only basic financial statements may be shared annually.
Business details, growth strategies, competitor benchmarking, industry analysis etc. are usually not provided outside board and management in order to maintain confidentiality before IPO.
After listing, various public disclosures allow access to reliable and timely information:
– Periodic results provide quantitative performance data
– Conference calls give qualitative insights into business outlook
– Annual reports contain segment-wise business breakdown
– Media releases update on product developments, partnerships
– Public prospectus and offer documents provide industry analysis
In addition, equity analysts and business media provide independent views, reports and valuation models further enabling information access.
Overall, this makes the post-IPO scenario more transparent for investors compared to the pre-IPO information asymmetry.
The IPO rush is a testimony to the vibrancy of capital markets and growing appetite for equity investments in India. However, behind the allure of listing gains and excitement lies meticulous planning, regulatory rigors and costs.
Embarking on the IPO process is akin to a shuttle launch – success rests on diligent preparation, checking systems and fueling for the ride. Companies aspiring to tap primary markets must demonstrate established business models, growth potential and financial discipline to win investor trust.
The regulatory oversight ensures retail investors are protected amidst information asymmetry. For pre-IPO shareholders, listing unlocks latent value and provides exit options. Rajeev’s smart timing indicates how following methodical research to identify undervalued IPO opportunities early can multiply wealth.
However, investing based on market euphoria rather than fundamentals carries risks. Like a roller coaster, the IPO journey guarantees thrills but also volatility. Investors should brace for ups and downs. Overall, IPOs remain an exciting investment avenue provided due diligence is not lost in the frenzy of making listing gains. Get your safety harnesses in order and enjoy the IPO ride mindfully!
Lack of historical financial data and unproven business models. Uncertainty and subjectivity in growth projections and valuations. Illiquidity due to restrictions on transfer and absence of listing. Lack of regulatory oversight compared to listed companies. Changing macroeconomic factors affecting the business plan. Potential conflicts of interest between shareholders and founders. Inability to exit investment if prospects deteriorate or other better opportunities arise
Overall, the private nature of the company, information asymmetry, lack of liquidity and lack of transparency around operations and valuations make pre-IPO investments riskier compared to investing in listed companies. Proper due diligence is essential.
Q1. How does public listing impact costs for a company?
Public listing leads to a significant increase in costs for a company in the following ways:
- Substantial IPO-related costs like underwriting, marketing, regulatory fees etc.
- Ongoing stock exchange listing, custody and compliance costs
- Increased spend on investor relations and corporate communications
- Additional employee costs to manage increased compliance workload
- Costs related to advisors, auditors, valuers for quarterly reports/disclosures
- Registrar and share transfer agent costs for managing shareholders
Therefore, public listing causes a major rise in overheads related to regulatory compliance, disclosures and managing shareholders. This impacts profitability and requires budgeting for these additional costs.
Q2. What are the risks associated with pre-IPO shares?
Here are some of the key risks associated with investing in pre-IPO shares:
– Financial risk – There is limited financial information available about private companies compared to stringent disclosures by listed firms. Investors have less data to assess the business model and valuations.
– Liquidity risk – Pre-IPO shares suffer from lack of liquidity as there is no listed market to trade the shares. Investors may be stuck with holdings for long durations.
– Performance risk – Pre-IPO company’s business plans and growth projections may not always materialize post-IPO given changing industry dynamics.
– Regulatory risk – Minimal compliance requirements for private firms compared to public companies which have to adhere to strict regulations.
– Concentration risk – Pre-IPO investor base is limited. Lack of widespread shareholding increases concentration risk.
– Fraud risk – Possibility of financial statement manipulation or exaggeration of operations is higher among private firms.
– Volatility risk – Pre-IPO valuations have higher subjectivity compared to post-IPO market-driven share prices.
In summary, lack of transparency, illiquidity of shares, and uncertainty over future performance make pre-IPO investments riskier relative to post-IPO investing.
Q3. How does public listing impact minority shareholders?
Public listing can positively impact minority shareholders in the following ways:
– Enhanced liquidity allows minority shareholders to exit any time through share sale.
– Stringent disclosure norms improve transparency around company operations and shareholder rights.
– Listing regulations mandate better corporate governance protecting minority interests.
– Rights to dividends, buybacks, splits, bonus issues etc. boost minority shareholder returns.
– Ability to participate in rights issues/FPOs prevents dilution of holdings.
– Markets provide signals on company outlook enabling informed decisions by minority holders.
– Reduced concentration risk with a widespread investor base lowers vulnerability.
However, promoter control and ownership may still dominate decision making in certain cases. But overall public listing leads to significant improvements for minority shareholders compared to the pre-IPO private setting.
Q4. How does the shareholder base change post-IPO?
The key changes in a company’s shareholder base post-IPO are:
– Wider retail participation – IPOs allow small retail investors across geographies to invest in the company. Retail shareholders are absent pre-IPO.
– Institutional investors – Domestic and foreign institutions like mutual funds, pensions funds and insurance firms invest at the IPO stage.
– Increase in public shareholding – Promoter shareholding gets diluted post-IPO as they sell their stakes partially to the public.
– Broader ownership – Shareholders are distributed more broadly geographically and across income levels rather than concentrated investors pre-IPO.
– Foreign investors – Foreign institutional investors (FIIs), sovereign wealth funds invest post-listing enabling global shareholder base.
– Market makers – Intermediaries like brokers, market makers provide liquidity post-listing.
– Analyst/fund coverage – Equity analysts and fund managers track and provide coverage attracting more investors.
In summary, public listing results in much wider investor participation, higher public float and more diversified ownership compared to the often narrow pre-IPO shareholder profile.
Q5. What governs disclosures and regulations for a company pre-IPO?
Pre-IPO, the key regulations and disclosures applicable to a company include:
– Company law provisions related to board structure, shareholder rights, meetings etc.
– SEBI guidelines related to private equity, venture capital, alternative investment funds regulating fundraising.
– Internal policies and articles of association governing share transfers, voting rights.
– Basic accounting statements shared with shareholders at Annual General Meeting.
– Fundraising documentation and agreements detailing investor rights.
– Confidentiality obligations and non-disclosure agreements.
– Some sector-specific regulations may apply e.g. banking, telecom etc.
Overall, compliance requirements are relatively light and disclosures are limited primarily to existing shareholders rather than public. The pre-IPO setting has minimal mandated transparency and regulatory oversight compared to strictly regulated listed companies.
Q6. Does public listing enhance transparency and information access?
Yes, public listing usually leads to enhanced transparency and information access for a company:
– Listed companies need to abide by strict disclosure norms set by the securities regulator to provide timely and accurate information to investors.
– This includes quarterly financial statements, annual reports, corporate action notices, material announcements that can influence stock prices, related party transactions etc.
– Listed companies hold analyst meets and investor conferences to disseminate information and address investor queries.
– Their financial and operational performance is scrutinized closely by analysts to provide insights and reports to investors.
– Wealth of information in the form of stock prices, financials, valuation ratios, ownership data etc. is available in the public domain through stock exchanges.
– Dedicated investor relations teams in listed companies regularly engage with investors and provide information.
– Media coverage and market commentary around listed companies also contributes to enhanced transparency.
– Statutory and internal audits ensure greater reliability in published financial information.
In summary, stringent disclosure norms, constant scrutiny and wider dissemination of information promotes greater transparency and access to investors in publicly listed companies compared to privately held firms.
Q7. How can pre-IPO investors get liquidity?
Here are some ways pre-IPO investors can get liquidity:
– IPO listing: Pre-IPO investors can sell shares after mandatory lock-in ends to get liquidity when the company goes public and lists on the stock exchanges. This exit route yields the maximum value.
– Buyback: The company may offer to buy back shares from pre-IPO investors at a certain valuation prior to listing on the exchanges.
– Secondary sale: Pre-IPO shares can be sold to new investors through private secondary deals even before IPO. But valuation discovery may be difficult.
– ESOP sale: Investors having shareholding via ESOPs can liquidate them periodically when the company offers buyback of ESOPs shares.
– Rights issue: Pre-IPO investors get the option to sell part of their equity holding in rights issues.
– Private Equity route: PE firms may be interested in acquiring stakes from pre-IPO investors before public listing.
– Promoter acquisition: Promoters can buy out shares from investors exiting pre-IPO.
So in summary, IPO listing, private secondary sales, buybacks, rights issue, ESOP sales etc. allow pre-IPO investors to get liquidity even before the company eventually goes public. But IPO offers the maximum upside potential.
Q8. What are the costs associated with conducting an IPO?
Here are some of the major costs associated with conducting an Initial Public Offering (IPO):
– Underwriting fees: This is paid to the investment banks underwriting the IPO. It can range from 3% to 7% of the funds raised.
– Fees for other intermediaries: Includes brokerage fees, fees paid to registrars, legal advisors, auditors and other professionals associated with the IPO.
– Regulatory fees: Includes listing fees, fees paid to regulators like SEBI and stock exchanges, filing and processing fees.
– Marketing expenses: Includes advertising, printing of prospectus, roadshow costs, fees for analysts and PR agencies.
– Other administrative expenses: Includes travel, logistics for roadshows, venue rentals and other administrative costs.
– Statutory costs: Includes stamp duty, share issue expenses, filing and registration costs.
– Brokerage charges: Fees paid to brokers for procuring subscriptions from investors to the IPO.
So in total, IPO costs can amount to 3-10% of the issue size depending on the size and scale of the public offering. Larger IPOs tend to have proportionally lower costs.