IPO or direct listing
Not every listing involves raising capital. In a direct listing, existing shares are admitted to trading without a prior sale offering; the price is formed directly on the market from buy and sell orders. This route can make sense for companies that already have a broad shareholder base and are mainly seeking liquidity and visibility.
| Aspect | IPO | Direct listing |
|---|---|---|
| New capital for the company | Yes, if new shares are issued | No, at the time of listing |
| Setting the initial price | Through the offering process (price range, bookbuilding) | Through orders on the market |
| Role of the intermediary | Central: structuring, marketing, subscription | More limited: advisory and admission |
| Costs | Higher | Usually lower |
| Suitable for | Companies that need financing | Companies with a broad shareholder base and no immediate need for capital |
Pricing and bookbuilding
The price is the most sensitive decision in the offering. A price that is too high can lead to undersubscription and a falling share price after listing; one that is too low means existing shareholders give up part of the company below fair value. Valuation starts from methods such as discounted cash flows and comparison with similar companies, and is then tested in dialogue with investors.
- Preliminary valuationThe intermediary and the advisers estimate a value range based on the financial data and comparables.
- Testing interestBefore launch, the company is presented to some investors, within the limits allowed by the regulations, to gauge interest.
- Setting the price rangeThe offering is launched with a fixed price or a range (for example, between MDL 22 and MDL 28 per share).
- Building the order bookInvestors submit orders stating the number of shares and the maximum price they will accept.
- Setting the final priceBased on the recorded demand, the issuer and the intermediary set the final offer price.
Subscription and allocation
During the subscription period, investors submit orders through the offering's intermediary or through other authorized participants, under the terms of the prospectus. At closing, total demand is compared with the number of shares offered. If demand is lower, the offering may be reduced or, if the prospectus sets a minimum threshold that was not reached, cancelled. If demand exceeds the offering, the announced allocation rules apply, for example pro rata allocation or splitting into tranches for retail and institutional investors.
Admission and the first day of trading
After the offering settles, meaning the money is transferred to the issuer and the shares are registered in investors' accounts, the company obtains admission to trading under the exchange rules. The admission requirements and documents needed for BIMx are presented in "Regulations and legal acts" and on the "Listing process" page.
- The first day marks the shift from the offer price to a price formed freely on the market from buy and sell orders.
- The price may rise or fall relative to the offer price; a moderate, steady performance is often healthier than a spectacular jump.
- Liquidity depends on the number of shares in free circulation (free float) and the diversity of investors.
- Existing shareholders may be subject to lock-up commitments (lock-up) for a set period, if these were given in the offering.
Key takeaways
- An IPO can bring in new capital; a direct listing makes existing shares tradable without a prior offering.
- The price is set either as a fixed price or through bookbuilding, based on investor demand within an announced range.
- Market capitalization at the offer price is calculated on the total number of shares after the issue.
- When an offering is oversubscribed, allocation follows the rules announced in the prospectus, for example pro rata.
- From the first day of trading the price is set by the market, and the company's communication becomes more sensitive.
Check your knowledge
Answer all the questions. If you answer all of them correctly, the lesson is marked as completed automatically.
Explanation: A direct listing admits existing shares to trading without an offering; an IPO with new shares brings capital to the company.
Explanation: (6,000,000 + 1,500,000) × MDL 40 = 7,500,000 × 40 = MDL 300,000,000.
Explanation: The allocation rate is 30 / 60 = 50%, so the investor receives MDL 100,000 worth of shares, and the rest is refunded.
Educational material only. It does not constitute investment, legal or tax advice. Numerical examples are hypothetical.