THE ULTIMATE IPO HANDBOOK. W h a t y o u n e e d t o k n o w a b o u t i n v e s t i n g i n I P O s

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Arnold Blankenship
5 years ago
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1 THE ULTIMATE IPO HANDBOOK W h a t y o u n e e d t o k n o w a b o u t i n v e s t i n g i n I P O s

2 Disclaimer This document has been prepared by On-Market BookBuilds Pty Ltd (the Discloser ). This document is provided by the Discloser for general information purposes only, without taking into account any person s objectives, financial situation or needs. It should not be relied on by the Recipient in considering the merits of any particular transaction. It is not an offer, invitation, solicitation, advice or recommendation to buy or sell or to refrain from buying or selling any securities or other investment product or entering into any other transaction. Neither this document nor anything in it will be the basis of any contract or commitment. Nothing in this document constitutes investment, legal, tax, accounting or other advice. The Recipient should consider its own financial situation, objectives and needs and conduct its own independent investigation and assessment of the contents of this document, including obtaining investment, legal, tax, accounting and other such other advice as it considers necessary or appropriate. This document has been prepared on the basis of information available to the Discloser. The Discloser has not verified that information and has relied upon and assumed its accuracy and completeness. This document contains selected information and does not purport to contain all of the information that may be relevant. The Recipient acknowledges that circumstances may change and this document may become outdated as a result. The Discloser accepts no obligation to update or correct this document. Except as required by law, the Discloser, it s related bodies corporate and other affiliates, and their respective, of officers, employees, consultants and agents ( Disclosure Group ) make no representation or warranty as to the accuracy, completeness, timeliness, fairness or reliability of this document. To the maximum extent permitted by law, no member of the Disclosure Group accepts any liability (including without limitation, any liability arising from fault or negligence on the part of any of them) for any loss whatsoever arising from any use of this document or otherwise arising in connection with it. This document may contain forward-looking statements, forecasts, estimates and projections ( Forward Statements ). Neither any member of the Disclosure Group nor any independent third party has reviewed the reasonableness of the Forward Statements. No member of the Disclosure Group represents or warrants that the Forward Statements will be achieved or will prove to be correct. Actual results could vary materially from the Forward Statements. Similarly, no representation or warranty is made that the assumptions on which the Forward Statements are based are reasonable. On-Market BookBuilds Pty Ltd All rights reserved. AFSL License Number

3 Welcome to the world of IPOs Here at OnMarket, we ve always been about the little guy, which is why we ve been bringing ASX IPOs to all Aussie investors since October To get you started on investing in your first OnMarket IPO, we ve put together this ebook to help you through the process. We ve been bringing ASX IPOs to all Aussie investors since October In the first part we ll show you why we re so interested in IPOs, and why you should be too. Hint: you d be right if you guessed it s got something to do with returns. Next, we ll look at how to go about investing in IPOs as an asset class, how to smooth your risk over the long-term, and why the lack of correlation between IPO and market performance means they belong in your portfolio regardless of what stage you are at in your investment journey. Finally, we ll examine what to look for when investing and, along the way, we ll show you how you can use OnMarket to help with all of this. Did you know? OnMarket members can bid instantly no more long application forms.

4 How IPOs have outperformed Over the past ten years, the S&P/ASX 200 has returned a mere 0.9% per annum. The S&P/ASX Australian Fixed Interest Index returned 6.9% p.a. At the same time, the nation s divided on whether the housing market is about to crash, or has simply topped. Where then is the self-directed investor to turn for returns? Enter the initial public offering, or IPO. Where is the retail investor to turn for returns? Enter the IPO. If getting in at the ground level of the next big growth story is an exciting proposition to you, then read on. Here s a chart showing the first day return of All ASX IPOs since % 18.5% 18% 16% 14% 12% 10% 13.1% 12.1% 8% 6% 6.7% 6.4% 4.6% 6.2% 4% 2% 0% H16 The average first day return for ASX IPOs in the first half of 2016 was 18.5% You re reading it right: the average first day return for ASX IPOs in the first half of 2016 was 18.5% (assuming the investor purchased the same amount in each IPO). In fact, since 2005, IPOs have increased in price by an average of 15.0% on the first day.

5 These results make the initial public offering one of the best performing asset classes in recent years. Plus, watching the share price climb 18.5% in the first few hours after opening makes for some gratifying viewing. IPOs were one of the best performing asset classes in recent years. AN INTERNATIONAL AFFAIR In 2001, the UK government launched the Myners Report following the Royal Mail IPO, which climbed 38% on the first day of listing and reached 87% above its offer price six months later. The report examined IPO performance in 52 countries, and quoted research that Australian IPOs studied since 1976 have returned on average 21.8% on the first day of listing. Most IPOs have traditionally been mostly offered to institutions and sophisticated investors. Because of this, IPOs are considered lucrative, and because of this, most IPOs have traditionally been mostly offered to institutions and sophisticated investors, which is why you may not have invested in them before, and why we launched OnMarket. Our mission is to give every Australian investor access to every ASX IPO. Now you know what you ve been missing out on, it s time to look at how to go about investing in IPOs. Did you know? OnMarket members are notified instantly of live ASX IPOs.

6 How to invest in IPOs: build a portfolio If you buy into more than one, the risk begins to drop away. As with any share purchase, if you re only going to buy into one IPO then there s inevitably more risk. If you buy into more than one, the risk begins to drop away. All the eggs in one basket stuff is bang on. As mentioned, if you d bought into every IPO in Australia in the last 10 years, you d have enjoyed an average of: 15.0% return on the first day 15.6% return after 3 months 14.0% return after 6 months It s pretty hypothetical to put it that way since there have been over 1,000 IPOs during that time, and your lifestyle choices might mean you have other things to do other than study prospectuses all day, but it shows two things. One, a portfolio approach minimises risk. Two, every investor should be looking closely at IPOs.

7 Getting access to a steady stream of IPOs is easier said than done though, even since the IPO window opened in We ve shown how effective the sprint tactic has been over the past few years, particularly if you run an SMSF and aren t paying the full marginal tax rate (if you are investing as an individual, you should consider the impact of your holding period on the Capital Gains Tax you re likely to pay, as holding onto an IPO for over a year will see you paying only tax on gains at half your marginal tax rate). The short-term returns on IPOs are also uncorrelated to the returns of the broader equity market because the average under-pricing of IPOs is systemic, regardless of the broader market climate. Wherever you are in terms of investment stage, this means IPOs deserve a spot in your portfolio alongside whatever mix of growth or defensive stocks you re currently targeting. Getting access to a steady stream of IPOs is easier said than done though, even since the IPO window opened in Since launching OnMarket, we have provided OnMarket members with access to 25% of all ASX IPOs. So far we have provided OnMarket members with access to 25% of all ASX IPOs We provide a summary of each IPO, so you can quickly make a decision whether to research further. Members also get access to independent research and an exclusive interview with the management team, to help you make the most informed investment decision. But what should you base your investment decision on? Did you know? Any shares you buy OnMarket are sent directly to your broking account.

8 What to look for when investing in IPOs Is it a management team you d marry? IPOs are the shotgun weddings of the investment world you get a short amount of time to make an important decision, and with limited information. Take a close look at the lists of people shown in the prospectus as directors and managers. The track record of those who are going to be in charge is vital. Do they have prior experience in the industry? How long have they been with the company? How much are they being paid? How well rounded is the board? And, critically do they have skin in the game? That is, is their financial success tied to the company s? If so, that s a good sign that management is motivated to do well. It s a way to meet the CEO without \ actually meeting the CEO. A great place to go is OnMarket s Take5 video. We ask the CEO about the industry the firm operates in, the investment thesis and the challenges facing the company, so you can get an idea of who s in charge and where the company fits in your portfolio. It s a way to meet the CEO without actually meeting the CEO.

9 Who is doing the selling? Private equity IPOs follow the same rules as the rest of the market though they tend to be larger, in terms of performance they are a mixed bag with a good to great chance of gaining in value. If the IPO is from private equity, ask how much of a stake they are retaining in the company. However, after the Dick Smith disaster, investors will be expecting private equity sellers to retain a larger equity stake (and to hold on for longer) than in the past to insure against a take the money and run scenario. So, if the IPO is from private equity, ask how much of a stake they are retaining in the company. The average performance of PE-backed IPOs , in which the firm retains more than 25% of the IPO have yielded returns of 90.9% in the first year, versus -4.7% for PE exits and 9.1% for the IPO market generally. The message from this analysis is two-fold: make sure the owners are selling you their company for the right reason and, despite the recent bad press, don t disregard private equity IPOs completely. 100% 80% 60% 40% 20% 0% The average performance of PE-backed IPOs in which the firm retains more than 25% of the IPO have yielded returns of 90.9% in the first year. -20% Offer price 1 Day 1 Week 2 Weeks 1 Month 3 Months 6 Month 1 Year Holding period PE-backed IPOs (<25% stake retained) PE-backed IPOs (>25% stake retained) All IPOs ex. PE-backed

10 What are they using the money for? A look at where your money will be spent gives you an indication of the opportunity for growth that management see in the company. If a large portion is to be spent on investments that directly increase revenue, such as production capacity, then the management team clearly believe in the feasibility of the business model. Keep a sharp lookout for anything that will benefit third parties. If the majority is being spent on R&D and the company is yet to break even, then it s possible the company don t yet have what they need to turn a profit, and so a greater discount rate should be applied to potential future profits when undertaking your valuation. If a large portion of the equity raise is being used to pay down existing debt then you should ask whether the equity raise was a last ditch effort to stay afloat, as is occasionally the case. If the company isn t able to reach sustainable profitability without another capital raise, then the value of your investment will be eroded at the time of the next financing round. Importantly, keep a sharp lookout for anything that will benefit third parties, such as excessive fees being paid out to advisors, as occurs in some floats. Did you know? OnMarket members get exclusive access to video interviews with management, free research reports, and access to all company releases in one convenient place.

11 Do you understand the business? As with any investment, an in-depth understanding of the market in which the company operates is a must. Investment guru Warren Buffett always says if you can t work out what a company is doing, stay away, as lots of other people will have the same problem. If you can t work out what a company is doing, stay away. It is simple yet integral advice, and something to keep a close eye on when investing. The lesson here is that if you don t understand it then remember it s not you, it s them. Companies should be clear in the Prospectus about what their product or service is and why it matters. It s also important to remember that a Prospectus is a bit like a travel brochure yes, the beaches look nice but you may have to look elsewhere for the Zika warning. It s always a good idea to consult independent research when you can. When independent research houses offer it, OnMarket provides free independent research with each of the IPOs it offers through its platform, so this is a great place to start. Did you know? It s free to invest OnMarket and any shares you buy can be sent directly to your broking account.

How big is the market for the product? The size of the opportunity and the company s ability to capture market share can make all the difference when it comes to growth and shareholder returns.

12 How big is the market for the product? The size of the opportunity and the company s ability to capture market share can make all the difference when it comes to growth and shareholder returns. But you can t understand the opportunity without an understanding of the market in the first place. Estimating the size of the market is a best endeavours sort of thing but if you don t understand it or it doesn t sit right, think twice. For instance, if a company is selling widgets and is targeting high-income households, consider how likely high-income households are to buy widgets before accepting that the market size is equal to the number of high-income households. Ask yourself, are there substitutes for their widgets? Is it a need or a want? Would the product be better off as a Main Street or High Street product? Do existing trends support the assumption that high-income households will want to buy widgets or not? Estimating the size of the market is a best endeavours sort of thing but if you don t understand it or it doesn t sit right, think twice.

13 How is the IPO structured? Information on the company s capital structure can usually be found towards the back of the Prospectus. The major shareholders often impose a voluntary escrow period on their shares of at least 6 months after listing to ensure that any immediate returns aren t battered down by a large sell-off. Look out for the possible dilution of the shares further down the track. If a significant portion of the prospective shareholder register is not placed under escrow, any upward performance could be supressed should the existing shareholder wish to flip their positions following the listing. While you re at it, now is also the time to look out for the possible dilution of the shares further down the track, assuming you re interested in holding them for long enough. Information of the number of convertible notes, preference shares, and options outstanding is usually also found in this section. It s prudent to check how many of these options are likely to be available for exercise when the escrow period lapses. Did you know? OnMarket members are notified instantly of live ASX IPOs. They also get exclusive access to video interviews with management, free research reports, and access to all company releases in one convenient place.

14 Where should you start? Now that you re convinced IPOs should feature in your portfolio, and you re armed with a host of questions to ask when examining IPOs, it s time to think about how to go about actually putting your money into them. It is well known that access to IPOs, especially sought-after ones, is hard to come by. Even when they do get access, brokers are selective about who they notify first, so most of their clients are unlikely to have even heard of the IPO before all the shares are spoken for. And if you do get the call, you may not have access to independent research or management. We want to give access to all ASX IPOs to all Australian investors. At OnMarket, we want to give access to all ASX IPOs to all Australian investors. OnMarket members are instantly notified of new IPOs, can then review the offer and research, and bid through the OnMarket app or website. Just before listing, the shares will appear in your regular trading account, and are free to be traded through your existing broker, just as you do with the rest of your holdings. It s that simple.

Prospectus, recent media and free independent research, and an interview with the company s management. It s super easy to get started.

15 All OnMarket features were designed to give ordinary investors the type of access that institutions have had for years. So you can stay just as informed as the professionals, each offer comes with a host of information, including an offer summary, access to the company s Prospectus, recent media and free independent research, and an interview with the company s management. All OnMarket features were designed to give ordinary investors the type of access that institutions have had for years. It s super easy to get started. Download the free OnMarket app or sign up online and bid into your first ASX IPO today. See you OnMarket

Optimising your IPO with ASX BookBuild

Optimising your IPO with ASX BookBuild The document is divided into the following sections: page 1. Introduction 2 2. ASX BookBuild: The Basics 2 3. IPO Pricing & Allocation 5 4. IPO Participation & Application