The timing of IPO is the most important question for all Chinese SME preparing for a public listing. Unfortunately, the correct answer is often the one most rarely heard. Instead, many investment bankers and advisors in China tell the SME boss that an IPO should be scheduled â€œas soon as possibleâ€.
This is often music to the bosses untrained ears, since theyâ€™re wrongly assuming that the proceeds of an IPO will go directly into their pockets â€“ a misconception these same investment bankers and advisors can literally cash in on. Theyâ€™ll tell the SME boss the â€œbadâ€ news — that the IPO proceeds must go to the company not to his personal bank account, and that the boss wonâ€™t be able to sell any of his own shares for a year or more after the IPO â€“ towards the end of the expensive pre-IPO planning process, when itâ€™s usually too late to pull out, without losing a huge amount of money.
This is if they bother to mention it at all. Iâ€™ve heard of instances where the Chinese boss is never told directly by his investment bankers, lawyers and advisors, but only finds out if his staff prepares a Chinese translation of the SB-2 prospectus used in OTCBB listings.
So, if not â€œright awayâ€, what is the correct answer to the question: â€œwhen should a Chinese SME IPOâ€? Of course, circumstances will differ for each company. But, as a general principle, an IPO should come at the apex of an SMEâ€™s growth curve, when the company is achieving its historical highest return on equity and return on investment. This way, the SME will get a fuller value for its shares when it does list them publicly.
This also explains why pre-IPO private equity can have such a key role to play in the process. The purpose: put more capital to work than the company can generate internally, or can borrow from banks. This equity capital is then invested where it will earn the highest return over a two to three year period â€“ for example, increasing production and improving economies of scale, or accelerating the pace of opening new distribution outlets.
The PE firm will also help improve efficiencies â€“ in their role as risk-sharing partner with the SME boss â€“ that can lead to significant improvement in net margins. In most cases, the pre-IPO PE capital can result in a doubling of profits. Done right, the pre-IPO capital will result in only modest level of dilution for existing owners â€“ usually no more than 25%.Â Itâ€™s like switching on the after-burners: the SME can speed up its growth, improve its margins, seize large available market opportunities, and so position itself for a far more successful IPO in two to three yearsâ€™ time.
An IPO has one great value above everything else: it will be the cheapest and most efficient way for an SME to raise the capital it needs to expand its business. The shares will likely be valued at multiples two times higher than a pre-IPO PE investor will pay. Since the amount of capital raised will be a multiple of profits, the higher the profits at IPO the better.
To illustrate this, letâ€™s imagine a company with profits last year of RMB75 million. It has its IPO now, at a PE of 15 and its market capitalization at IPO is RMB 1,125,000,000. The company sells 25% of its shares in the IPO, and so it raises RMB 281,250,000. If instead the company waits another year, it raises a RMB50 million of pre-IPO private equity to help push its profit growth. A year later, profits have reached RMB120 million. If the company now has its IPO, at the same PE of 15, and sells 25% of the shares, it will raise RMB450,000,000 or 60% more.
Let’s Â assume Â the company continues to maintain a high return-on-investment, after IPO. If so, the more money raised at IPO, the higher profits should be able grow in the future. This is perhaps the most important predictor of overall share performance after IPO. By waiting to IPO, so that its size and profits would be larger, this company will be able to raise much more at IPO and so continue generate higher profits for many years into the future.
A company can IPO only once. So, it is important to raise the optimal amount during this one IPO. If a company IPOs too early, it will sacrifice its ability to finance its growth in the future. Many of the most successful IPOs in China were for private SME companies that had pre-IPO investment from private equity companies: Baidu, Alibaba, Suntech, Belle. That isnâ€™t a coincidence. Itâ€™s the result of the sort of smart IPO-planning that is too rare in China.