In an IPO what does Fresh Issue and Offer for sale mean?
The recent IPO frenzy in Dalal Street saw dozens of companies raising capital through IPOs. The raised capital from these IPOs was 57,000 Crore rupees but did you know that only 20% of this raised amount actually went to the company and the other 80% went to the exiting investor. That is when the concept of Fresh Issue and Offer for sale of shares in an IPO come into play.
Let’s look at an example and understand:
You own a company called ABC. This company sells soaps. Let’s say this company was started by you and your friend. This company’s share capital is composed of 1,00,000 shares worth 100 rupees each. Both of you own 50,000 shares each of 100₹. Therefore the total value of company is 1,00,00,000₹ (1,00,000 shares * 100₹).
Suppose your company earns 1,00,000₹ in the year 2007. As you and your friend own 50% each of the company, you and your friend are entitled to 50,000₹ each.
We can depict this profit-sharing in another way which is how it is done in a publicly-traded company. Since there are 1,00,000 total shares of a company , and earnings are 1,00,000₹, hence Earnings per share is 1₹ (1,00,000 divided by a total number of shares which are 1,00,000). As you and your friend own 50,000 shares each, the respective earnings for each person are 50,000 into 1₹ = 50,000₹
Now let’s say the company has earned a profit of 10,00,00,000₹ in 2017(Naturally their respective share of profits is 50,00,000₹ and earnings per share is 1000₹). The company wants to raise capital, and they consider doing an IPO. They can then opt for an Offer for Sale or a Fresh issuance of shares.
Fresh Issue
This refers to the issuance of new equity shares in the company and selling those newly issued shares to the investors.
For example, let’s say a company has 20 shares and a profit of 30 rupees. Naturally, earnings per share are 1.5 rupee (30 rupees/20 shares). Now the company wants to raise capital, so it issues fresh shares (let’s say 10 shares at 2 rupees each), and the company raises 20 rupees.
But because of new shares, the earnings of 30 rupees will be divided into 30 shares instead of earlier 20 shares (EPS falls to 1 rupee per share from 1.5 rupees per share). Also, earlier the company was owned 100% by a single person, now it’s just owned 75% (this is what is called Equity Dilution).
The money raised by the fresh issue of shares and its subsequent sale in an IPO is received by the company and utilized as per the objects of the issue which is mentioned during its IPO.
Offer for Sale
Offer for sale means selling of shares by an existing promoter/investor of the company.
Let us understand with an example. We have a company called ABC, out of which 70% is owned by A and 30% by B. Now B wants to decrease his stake to 15% and hence he sells 15% of his total shares via an offer for sale.
Here the money raised will all be received by B as he is selling his own shares and not issuing fresh ones. The main advantage of OFS is that it does not lead to equity dilution but the main disadvantage is that the company does not receive any money which will be raised.
Frequently Asked Questions
What is a Fresh Issue in an IPO?
A Fresh Issue refers to the issuance of new shares by a company to raise capital. The funds raised through a Fresh Issue are received by the company and used for purposes specified in the IPO prospectus, such as expansion, debt repayment, or other operational needs.
What is an Offer for Sale (OFS) in an IPO?
An Offer for Sale involves existing shareholders, such as promoters or investors, selling their shares to the public. The proceeds from the sale go to the selling shareholders, not the company.
How does a Fresh Issue impact a company's equity?
A Fresh Issue leads to equity dilution because new shares are added, which reduces the ownership percentage of existing shareholders. It also lowers the Earnings Per Share (EPS) since profits are now divided among a larger number of shares.
Does an Offer for Sale result in equity dilution?
No, an OFS does not result in equity dilution. The ownership stake of the selling shareholder reduces, but the total number of shares in the company remains the same.
Who benefits from a Fresh Issue and an Offer for Sale?
In a Fresh Issue, the company benefits as it receives funds for its operations or growth plans. In an OFS, the selling shareholders benefit by monetizing their holdings.
What is the difference in fund utilization between a Fresh Issue and an Offer for Sale?
Funds raised through a Fresh Issue are used by the company for growth, debt repayment, or other objectives mentioned in the IPO. In contrast, funds raised through an OFS go directly to the selling shareholders and are not available to the company.
Why might a company choose an Offer for Sale instead of a Fresh Issue?
A company may choose an OFS to allow existing shareholders to monetize their stake without diluting equity. It is also a way to comply with regulatory requirements, such as maintaining a minimum public shareholding.
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