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Listed UK companies should be freer to tap retail investors



The writer is head of corporate advisory at Shore Capital

For all the talk of the decline of public markets, they have proved a vital tool over the past year for companies as they dealt with the Covid-19 pandemic.

Since the outbreak of Covid, there has been a significant increase in the amount of equity raised by UK-listed companies. In 2020 alone, more than £40bn was raised by public companies in London to replenish their balance sheets and to support investment and boost growth and employment.

In addition, we have also witnessed a steady increase in the number of issuances that have involved an element for retail investors, enabled to a large extent by new technology platforms that facilitate their participation.

However, much more could be raised if certain rules — derived largely from an EU directive that the UK is no longer bound to — on offerings of shares in listed companies are changed.

As things stand, main market listed companies raising more than 20 per cent of their existing market capitalisation or companies issuing more than €8m of equity capital to the “public” are required to produce a prospectus which must be approved by the regulator.

All too often, this regulatory burden of publishing a prospectus makes the cost of capital for a retail offering prohibitively expensive and too time consuming. And in most cases, this results in the amount offered by companies to retail investors to be effectively capped at less than €8m.

Practically speaking, the rules also regularly lock out existing shareholders from being able to participate in further equity offerings.

A new consultation paper from the Treasury, the UK Prospectus Regime Review, issued in early July following the Lord Hill review announced earlier in the year, addresses these issues head on. Significant changes being proposed include the removal of the limit placed on the amount of new capital that existing listed corporates can offer to the public.

There also is a proposal to remove the disincentive against offering shares to a company’s own shareholder base by changing the definition of the “public” to exclude existing shareholders.

This change should have the effect of taking all rights issues outside of the restrictions imposed by the public offering rules. These proposals are bold and sensible. As the consultation paper itself states, the implementation of these reforms will encourage “broader participation in companies by removing disincentives to offer securities to narrow groups of investors, rather than the wider public”. 

When restrictions on company issuance were temporarily relaxed last year, there was a noticeable uplift in the amount raised by existing listed companies. More would certainly have been raised if it was not for the rule that any main market listed company issuing more than 20 per cent of its share capital is required to publish a prospectus.

A partial solution is coming. The UK Prospectus Regime Review suggests that any type of securities offerings, not just those to existing shareholders, by already listed companies could be exempt from the need to publish a prospectus on the basis that they are already freely trading.

However, the government believes that the FCA should have discretion to set the rules on when a prospectus is required. In my view, the 20 per cent rule should be removed.

What material information is disclosed in these prospectus documents that would not already be required to be published to the market by a listed business? And if there is something material, then under existing listing rules surely the company should have already announced it to the market? 

These prospectus documents impart very little new or forward-looking information for investors. Instead, they are largely unread doorstops providing little to no real value. The time and cost involved in producing a prospectus is disproportionate compared with the benefits, and even more so for smaller growing companies.

Removing the 20 per cent rule would leave adequate investor protections and safeguards in place. Listed companies would still be required to comply with other regulations including the Companies Act (preventing unlimited share issuance without shareholder consent) and the UK’s financial promotion regime (protecting retail investors).

The suggested changes, if adopted, could have an immediate and tangible positive impact on the UK economy: making raising capital more efficient for listed companies and thereby lowering the overall cost of capital.

Brexit has provided an opportunity for the UK to make pragmatic regulatory changes necessary for London to maintain and enhance its premier financial status and, most critically, to serve the capital needs of listed companies and their stakeholders in a simpler, cheaper and better way.

Now that we no longer need to be tied to the framework of the EU Prospectus Directive, from which so many of our existing restrictions emanate, it’s time to get on with it.

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Robinhood soars after retail traders flock to shares




Robinhood updates

Robinhood, the trading app used by many retail investors to drive the furious rally in “meme stocks” early this year, has gained characteristics of a meme stock itself.

Shares of the brokerage rose 50 per cent to close at $70.39 on Wednesday, giving it a market capitalisation of $58.9bn. The volatility prompted multiple trading halts on the Nasdaq exchange, with Robinhood earlier in the day having surged as much as 82 per cent.

The rise came less than a week after Robinhood listed in a disappointing initial public offering. This week’s reversal reflected the embrace of the stock by retail investors on social media and the new availability of options contracts tied to the company’s shares, traders and analysts said.

By 4pm in New York, more than 171m shares had changed hands.

Robinhood’s commission-free transactions attracted legions of retail investors with time and money to spare during the pandemic. The California-based company’s app was a central venue for trading so-called meme stocks earlier this year, as customers organised on social media platforms such as Reddit to bid up stocks such as the distressed theatre chain AMC and the video game retailer GameStop.

But the company also angered many customers in January when it curbed trading in several heavily shorted stocks to meet a margin requirement from its clearinghouse. Some day traders relished the company’s rocky debut on the stock market last week, when it fell 8.4 per cent in one of the worst performances for a flotation of its size.

Momentum picked up in recent days as some big-name investors bought into the stock, including Cathie Wood, who manages the investment fund Ark Invest.

Since the IPO, investor sentiment in Robinhood shares has brightened on social media sites such as Reddit, according to retail investor sentiment tracker Breakout Point. Mentions of its ticker on Reddit surged on Wednesday morning.

Retail investors on Reddit began rallying around the goal of a $60 share price — up from $35.15 on Friday — and there was “considerable cheering for Cathie” Wood, said Ivan Cosovic, founder of Breakout Point.

“It was a very hated IPO in the retail world, but Cathie bought and some retail investors on the sidelines decided to give it a try,” he added. “The rest is Fomo,” or “fear of missing out”.

Line chart of Share price ($) showing Robinhood shares surge in volatile trade

Data provider Vanda Research noted retail traders had begun to turn heavily towards the stock on Tuesday, helping send the shares up 24 per cent to close above its listing price for the first time.

Options trading in Robinhood’s shares also began on Wednesday, according to Chris Murphy, co-head of derivative strategy at trading company Susquehanna International Group. The derivatives, which allow traders to speculate on the potential moves in a stock, have become particularly popular with retail investors in the past 18 months.

Dealers selling bullish call options to investors would typically buy Robinhood stock to hedge their risk, pushing the market in an upward direction.

The gain on Wednesday lifted Robinhood’s market valuation above hundreds of blue-chip US companies including carmaker Ford, foods company Kraft Heinz and asset manager T Rowe Price.

When asked on the morning of the IPO if he thought Robinhood would become a meme stock, co-founder Vlad Tenev said: “I don’t know if people have understood the ramifications of what high retail participation in the markets means, but I think fundamentally it’s a very good thing and we are excited to be a part of it.”

An earlier version of this article incorrectly stated that options trading began on Tuesday

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Weber slashes IPO pricing in signal of cooling market




IPOs updates

In the end, it was an initial public offering that was served blue, even as a 20-foot-tall grill was installed outside the New York Stock Exchange.

Weber, the barbecue behemoth, late on Wednesday agreed to a cut-price listing as it finalised its flotation, selling fewer shares than initially expected at a price below a range it had marketed to investors, according to a person briefed on the matter.

The Illinois-based company, founded in 1952 and sold to merchant bank BDT Capital Partners in 2010, priced 18m shares in the flotation at $14 apiece. The IPO raised $252m for the group, dramatically below expectations set late last month as it marketed the offering to big money managers. At the time it hoped to raise as much as $797m. BDT will retain voting control after the listing.

The deal sealed Weber’s market capitalisation at just under $4bn. It landed amid a bumper period for new US listings, with more than $100bn raised by traditional companies so far this year — a record pace — according to data provider Refinitiv.

However, while the $50tn US stock market has hit a series of new highs, institutional investors have struggled to keep pace with the deluge of new offerings, a fact mirrored as other funding markets have dried up. Some have sat out recent listings, after investing large sums in IPOs earlier this year.

In recent days, other stock offerings have been postponed or seen poor first day trading. Last week Clarios, the car battery manufacturer owned by Brookfield, postponed its float, pointing to market conditions, while produce company Dole slashed the size of its IPO.

The lacklustre showing for Weber may undercut a maxim embraced by investors since the coronavirus pandemic upended consumers’ routines: that the backyard is the new living room.

Many of the Americans who raced to buy up homes in leafy hamlets across the country also indulged in relatively large purchases such as pools, outdoor furniture and grills.

“These are businesses that benefited from the stimulus money and the increased level of purchasing power that consumers had because it allowed them to pull forward a little bit of demand,” said David MacGregor, an analyst at Longbow Research.

Weber’s revenues grew 18 per cent to $1.5bn in its past fiscal year, while its profits climbed 77 per cent to $89m.

The company’s IPO comes just days after rival Traeger, a maker of wood pellet grills, listed its shares publicly. Traeger’s stock, which it sold at the high-end of a range marketed to investors, has climbed more than 50 per cent since its IPO to value the business at $3.3bn.

A banner year for the industry had seemingly whet the appetite of investors. Sales of grills, smokers and grilling accessories in the US in the 12 months to June reached $5.9bn, a 29 per cent increase from the year before, according to NPD Group, a market research company.

The strong growth exhibited by the likes of Weber and other leisure companies nonetheless had left analysts questioning how long the outdoor boom can last. Shares of Leslie’s, a retailer of swimming pool supplies, surged more than 85 per cent from its IPO late last year to a closing high in January. But since then, the stock has trodden water.

“Nothing will beat the peak of what we saw in 2020,” said Joe Derochowski, an analyst at NPD Group. “However what it’s done is it has reset the bar for grilling to leverage for the rest of the decade. And so now the door is open, the question is how well do [grilling companies] respond to it.”

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India tech IPO boom to provide crucial test of investor appetite




Indian business & finance updates

Food delivery app Zomato has kicked off a flurry of stock market debuts by Indian start-ups that hope crackdowns on Chinese technology groups could prompt global investors to turn their attention to India’s tech offerings.

The $1.25bn initial public offering of Zomato in Mumbai, which launched last week, is expected to be followed in the coming months by the $2.2bn listing of Paytm, a payments and financial services app that has come to symbolise the excitement surrounding India’s digitalisation. Paytm and Zomato are both backed by Chinese billionaire Jack Ma’s Ant Group, while the former counts Japan’s SoftBank as an investor.

The IPOs arrive as investors become increasingly bullish on India following Beijing’s targeting of China’s internet groups. Ride-hailing business Didi was hit with a regulatory probe days after it raised $4.4bn in a New York IPO, sending shares of big Chinese tech stocks plummeting.

Bankers said the Indian listings represent a coming of age for the nation’s tech start-ups, where cash-burning businesses have until now been funded solely by private investors. However, some analysts have raised concerns that India’s equity markets are overheating and warned of regulators potentially targeting the sector. Investor demand for Zomato’s IPO outstripped supply by 32 times as of Friday.

“There’s a clamour for it, people have limited avenues to invest in Indian tech right now,” said Ausang Shukla, managing director of corporate finance at brokerage Ambit.

“Founders of fierce competitors of Zomato and Paytm, even they want the IPOs to be successful,” he added. “If they bottom out then the entire sector gets a bad name.”

Zomato and rival Swiggy, the two dominant food delivery players, have come to embody the breakneck growth of Indian tech start-ups. Both have used heavy discounts to expand into hundreds of cities, and orders were turbocharged during the Covid-19 pandemic, as lockdowns confined Indians to their homes. Nonetheless, Zomato reported a net loss of $100m in the year to March.

Zomato and Paytm could be joined in the public markets by Flipkart, an ecommerce group that is backed by US retailer Walmart and competes with Amazon in India, after it raised $3.6bn this month, giving it a $38bn valuation. Insurance aggregator Policybazaar, beauty retailer Nykaa and logistics company Delhivery have all indicated that they will list soon.

“India’s tech IPO boom has been long-awaited — there are some world-class businesses in the pipeline,” said Udhay Furtado, co-head of Asian equity capital markets at Citigroup. “There is clearly a global appetite . . . we are seeing investors from all corners of the globe including several who have not been active in the local Indian market before.”

Column chart of IPO proceeds in first half of each year ($bn) showing India listings are set for their biggest year since 2008

Zomato’s IPO is expected to give it a valuation of $8bn, while Paytm’s mooted $25bn market capitalisation would place it among India’s top 25 biggest companies.

Losses at both companies have not deterred investors, said Neha Singh, founder of data provider Tracxn in Bangalore. “In India, the expectation was that you become profitable and then you do the listing. That’s changed,” said Singh. “Markets are at an all-time high, so people want to take advantage.”

The listings coincide with a broader rush by Indian companies to tap public markets even as the economy suffers after a brutal second wave of coronavirus. The 37 businesses that listed in India in the first half of 2021 raised $3.9bn, according to Refinitiv data, the most since the global financial crisis. The benchmark Nifty 50 index has risen 13 per cent this year to a record.

For Zomato, investors hope the company will prove to be India’s answer to Meituan, China’s largest food delivery platform that turned profitable in 2019. Paytm has billed itself as a superapp with the potential to become India’s Alipay, Ant Group’s online supermarket of financial offerings.

Like its peers, Zomato has sucked up market share in India’s vast informal economy as lockdowns pushed more business online. But analysts question whether the boom will last.

Jefferies said it was a “critical investor concern” whether food delivery in India could be sustainably profitable in the long run, given that order values remain well below those in China or the US. “While there are a lot of questions on the minds of investors . . . the FOMO factor should keep the excitement level high,” the investment bank wrote.

Like in China, regulatory uncertainty is a risk in India as the government introduces legislation designed to give it more control over the data of its 1.4bn people.

“India’s regulators have had somewhat fickle views of the role of tech in the financial industry especially when dealing with foreign players,” said Zennon Kapron, director at Kapronasia, a regional fintech consultancy.

For Zomato and other start-ups about to hit the market, they will be hoping investors give them the benefit of the doubt.

“Zomato is the first one off the block, so it has to do well,” said Samir Arora, founder of Helios Capital, an investment group. “Zomato is a unique thing and Indians like unique things in the market,” he added. “It’s lossmaking, but it’s not obscene.”

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