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Many companies are established with capital contributed by a small number of investors, who become shareholders. As a business grows, additional capital can come from internally generated profits or commercial bank loans.

A company may also decide to raise capital through the stock market by offering and issuing new shares to the public. This requires the company “to go public” and list on a stock exchange. Many benefits arise from being a public listed company.

A number of companies in Fiji already have public shareholders but are not listed on a stock exchange. The benefits of being a public company can be significantly enhanced through listing. This stems mainly from factors such as increase in the marketability and liquidity of shares due to the existence of a ready market for trading the shares; the financial and managerial discipline that listing brings to the company since it is more closely scrutinized by the market and the prestige of being a listed company. Investors typically value these factors and are prepared to pay more for them, hence an increase in share price and company value.

It is also a dream of many entities to start their own business, grow the business and eventually bring them public. The preparation for an initial public offering (IPO) requires total commitment on the part of the founder and his management team. They need to look beyond the advantages and glamour, and be fully aware of what it means to be listed. The desire to maximize wealth is what drives companies to go public and list.

Some of the advantages of listing are:

Access to Capital
Your company can raise the money it needs to finance new operations, expand on-going operations, develop the successor to a winning product or pay off debt.

Your current shareholders may not be in a position to provide the additional capital currently required. Taking more loans from your financiers may be inappropriate for the company’s financial position or business plan. In these circumstances your company could make an offering of new shares to the public to raise the required amount of capital.

With public offerings, your company will enjoy more flexibility in financing, development programs to reduce future debt. It can raise capital by making a public offering of its shares not only once, but several times over its business life. With such flexibility, your company can go into joint venture and choose partners beyond your present membership. You can restructure membership composition and adopt more profitable business plans and strategies.

Share Value Appreciation
An equally powerful factor is the potential for increase in share price, hence increasing shareholders wealth. Through an Initial Public Offering (IPO), your founding shareholders can sell part of the company to new investors, thereby sharing the business with the public. The added investment should improve the company’s potential for growth hence increasing the company’s value. Your founding shareholders can make a very good return from the sale of the company’s shares through an IPO.

Reduce Financial Risk
Most companies turn to bank borrowings when they require additional capital as this is a familiar method of accessing money. It may also be a relatively cheaper option because interest payments on borrowings are tax deductible. However, it must be remembered that increasing levels of debt often results in higher effective interest rates. Thus growing burden of debt also imposes additional financial risk on the business, especially in times of poor earnings. Regular interest and principal payments must be maintained, irrespective of the company’s performance. It is also common for banks to require personal guarantees of the founding shareholders and to impose other restrictive covenants on the company, the hidden costs of which are often ignored by the shareholders.

By going to the stock market, your company has the opportunity to fine-tune its capital structure. The “optimal” capital structure will vary from industry to industry and within each industry. Different capital requirements and earnings prospects will enable each company to develop the “optimal capital structure” for its business.

Your founding shareholders may fear losing control of the company when you list it and quote its shares on the stock exchange. However, while an IPO will result in the founding shareholdings owning a smaller percentage of the shares than before, so long as they retain 51% of the company’s voting shares they remain in absolute control. You will see that the listing rules of the South Pacific Stock Exchange require a lesser percentage of a company’s capital to be in the hands of the public (i.e. currently only 20%).

There are certain costs involved in going public and listing. Some of these costs are one-off while others are ongoing. One-off costs relate largely to undertaking the public offering and include legal fees, accounting fees, investment banker’s fees, under-writing fees, promotion, costs, registration fees and printing costs. Management will also need to spend considerable time planning for the event. If the offering is to be underwritten, the single largest cost will probably be the underwriter’s commission. This varies depending on the underwriting agreements between the company and its investment banker.

The cost of a compliance listing (i.e. listing without a public offering) is likely to be very cost effective for the company. On-going costs relate to meeting the on-going disclosure and reporting requirements of the market including publishing annual reports and maintaining the company’s share register.

Improved Corporate Reputation and Increased Visibility
An improved profile that would enhance relations with stakeholders such as bankers and suppliers. A vast base of shareholders can effectively become brand ambassadors for the company creating more goodwill.

Investment Marked to Market
Allows for an objective and fair valuation for the founders and existing shareholders while improving the company’s ability to attract more institutional investors.

Succession Planning
Founders of the company who wish to exit the business can transition this through attracting strategic partners and/or institutions through listing.

Employee Commitment
Enables the company to offer share option incentives which increases the ability to attract and retain high quality talent.

Better Disclosure
Prompts the company to improve its reporting availing better information for decision making, both internally and externally. It also achieves high level of corporate governance that helps improve the company’s profile.

Improved Performance
The discipline that comes with being a listed company generally helps the Board and Management of a company to exercise their responsibilities in ways that benefit the company and its owners.

Increased Liquidity
Allows shareholders to realise the value of their investments through buying and selling of the shares on a public trading platform.

Market Statistics
Listing On The SPX


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