Professional Documents
Culture Documents
Comprehensive Assignment
Question: (1)
Assume that you are starting a business. What are the possible sources of financing
you can look for? Briefly explain each with its advantages and disadvantages.
Sources of financing
Long-Term Sources of Finance
Medium Term Sources of Finance
Short Term Sources of Finance
Owned Capital
Borrowed Capital
Internal Sources
External Sources
How can you differentiate between “company” from other forms of business?
A company is a legal entity formed by a group of individuals to engage in and operate
a business, commercial or industrial enterprise. A company may be organized in various ways
for tax and financial liability purposes depending on the corporate law of its jurisdiction.
Question: (2)
What is meant by “initial public offering”? Explain the process in detail.
An initial public offering (IPO) refers to the process of offering shares of a private corporation to
the public in a new stock issuance. Public share issuance allows a company to raise capital from
public investors. The transition from a private to a public company can be an important time for
private investors to fully realize gains from their investment as it typically includes share
premiums for current private investors. Meanwhile, it also allows public investors to participate
in the offering.
Reputation
Quality of research
Industry expertise
Network distribution reach
The company’s prior relationship with the investment bank
The underwriter’s past relations with other companies.
Underwriting an IPO can be a long and expensive process. It requires time, money and a team of
experts. But a good underwriter can be the difference between a successful IPO and an IPO
failure.
Due diligence is the most time-consuming part of the IPO process. In this step, there’s a pile of
paperwork the company and underwriters fill out. The issuing company needs to register with the
SEC. Then, there are contracts between the company and the underwriter.
Firm Commitment. This agreement states the underwriter will purchase all shares from
the issuing company. They will resell them to the public.
Syndicate of Underwriters: Sometimes IPOs come with large risk, and the bank doesn’t
want all of it. In this case, a group of banks will come together under the leading bank to
form an alliance. This alliance allows each bank to sell part of the IPO, diversifying the
risk.
The reimbursement clause states the issuing company will cover the underwriter’s out-of-pocket
expenses.
The gross spread, also known as the underwriting discount, is typically used to pay the
underwriter’s fee and/or expenses. It can be found by taking the price the underwriter paid for
the shares and subtracting it from the price they sell them for. Think of it as wholesale. Because
the underwriter is buying all of the shares, they receive a discounted price.
For example, there are 1,000 shares each priced at $10. The underwriter purchases them for $8
per share, spending $8,000. Then, the underwriter sells the shares on the market at their $10
value, making $10,000. That’s a gross spread of $2,000.
Red Herring Document: This is a preliminary prospectus that includes information about the
company’s operations and prospects except for key issue details, such as price and number of
shares.
S-1 Registration Statement. This is required to be submitted to the SEC. There are two parts:
Information Not Required in Prospectus – Includes additional information and exhibits that the
company is not required to deliver to investors but must file with the SEC.
An IPO roadshow is a traveling sales pitch. The underwriter and issuing company travel to
various locations to present their IPO. They market the shares to investors to see what demand, if
any, there is. Looking at investor interest, the underwriter can better estimate the number of
shares to offer.
Once approved by the SEC, the underwriter and company can decide the effective date, number
of shares and the initial offer price. Typically, the price is determined by the value of the
company. This is done by the valuation process and occurs before the IPO process even begins.
It’s common for an IPO to be underpriced. When underpriced, investors will expect the price to
rise, increasing demand. It also reduces the risk investors take by investing in an IPO, which
could potentially fail.
Now that everything is decided, it’s time for the IPO to go live! On the agreed-upon date, the
underwriter will release the initial shares to the market.
There is a short window of opportunity where the underwriter can influence the share price.
During the 25-day “quiet period,” which occurs immediately after the IPO, there are no rules
preventing price manipulation. The underwriter ensures there’s a market and buyers to maintain
an ideal share price. There are a couple of strategies used by underwriters:
In the letter of intent, there is a clause that allows an overallotment option. Also known as
the green shoe option, this allows underwriters to sell more shares than originally planned. Then
the underwriter buys them back at the original IPO price.
If the share price decreases, the underwriter buys back the over-allotted shares. The underwriter
will make a profit because the price is less than what they originally sold it for.
If the share price increases, the underwriter has the option to buy the shares at the original IPO
price, avoiding loss. This is stated in the contract with the company under the overallotment
clause.
Overallotment is a popular choice because it’s both SEC-permitted and risk-free. While
overallotment is the legal term, it’s commonly referred to as the green shoe option because Green
Shoe Manufacturing (now Stride Rite) was the first company to do it.
Lock-Up Period
At the beginning of this article, it was mentioned that when a company goes public, anyone who
already owned shares could cash out. However, those shares can only be sold following a lock-
up period.
A lock-up period is a predetermined amount of time, usually lasting between 90 and 180 days,
when insiders who owned shares before the company went public are not allowed to sell their
stock. This avoids flooding the market with the company’s shares and driving the price down.
This is the final stage of the IPO process. After the 25-day quiet period, the underwriter and
investors transition from relying on the prospectus to looking at the market.
Everything is now public and out of the underwriter’s hands. The underwriter can provide the
company with estimates on the company’s earnings and post-IPO valuation. The underwriter
also moves into the role of advisor as the shares fluctuate in the public market.
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Application were received for 300,000 shares and it was decided to allot the shares on
proportionate basis. The balance of application monies was applied to the allotment, no cash
being refunded. The subscribers paid the balances of allotment monies.
The calls were made and paid in full by the subscribers, with the exception of a subscriber who
failed to pay the first and second calls on the 1000 shares allotted to him. A resolution was
passed by the directors to forfeit the shares. The fortified shares were later issued at Rs 9 each.
Show the ledger accounts recording all the above transactions and the relevant extracts from a
balance sheet after all the transactions had been completed.
Cash account 1200,000
Bank 239000
Capital reserves: Capital reserves are created out of capital profits – profits which arise from
sources other than normal trading activities. Capital reserves are usually set aside for capital
losses.
Definition
A capital reserve is created to finance long term Revenue reserve is created to meet unforeseen
projects for a business events in a business organization
Reserve Source
To meet the specific purpose of meeting the To be used as reinvestment for company
accounting principles
Tenure
Can be used for long term projects Can be used for short term purpose
Example
Capital reserve is created by the sale of fixed Revenue reserve is created from retained earnings
assets