In today's discussion we cover:
- What’s the difference between a new issue, placing and IPO?
- Are new issues, IPOs and placings right for retail investors?
- What sort of returns can you expect from investing in new issues, placings and IPOs?
- What are the risks of IPOs, New Issues & Placings?
- What are the main benefits ofIPOs, New Issues & Placings?
- When can you sell out after a new issue, IPO or placing?
- Where can you find out what companies are issuing an IPO, new issue or placing?
- What PrimaryBid offers and how it works.
- Why investors should use PrimaryBid rather than going direct through their stockbroker
- What PrimaryBid will do differently compared to existing/closed new issue only platforms
- What about international markets, IPOs in the US, Europe and Asia new issue access.
- Will PrimaryBid cover unlisted securities? Providing a secondary market for equity crowdfunding and VC investments.
- Where are funds held prior to allocation and are they protected under the FSCS or segregated from the firms funds or other clients funds. If a full allocation is not alloted, are funds sent back?
Good morning. Welcome to Good Money Guide TV. We’re here with Kieran D’Silva from PrimaryBid. Today, we’re going to have a chat about new issues, IPOs and placings, who they’re suitable for, what Primary does to bring this market closer to retail investors, the main risks and benefits, and also, how you can get involved. So Kieran, welcome, thank you very much for joining us from PrimaryBid.
Thanks for having us.
So we’re going to have a quick chat about the new issue IPO market. And obviously, there’s new issues, IPOs and placings. Do you want to quickly talk us through the difference between those three terms?
Sure. So a new issue is when any listed company is using new shares to raise funds. That includes IPOs and placings. An IPO is when a private company lists in the stock exchange for the first time and a placing is when an already listed company is using new shares to raise new funds. Historically, placings are only available to institutional investors and high net worths.
So on the basis that traditionally, institutional investors get first dibs on these sorts of offers, are they suitable for retail investors? Should a private client be getting involved in the new issue and placing market, and I suppose what are the advantages to them of doing so?
Well new issues are often seen as the hottest deals in the market, and historically, have been the preserve of institutional investors, with retail investors being excluded. We view that retail investors can buy stocks and shares via a stockbroker at market price. So it is only right we’re able to buy those same shares at a better price in the primary market.
And what would you say are the main risks to a private client getting involved in this sort of market?
So as with investing in any stocks and shares in the stock market, the main risk is your share price performs badly after a transaction.
But there’s other things as well, aren’t there, like liquidity obviously if it’s an issue from a FTSE100 company, there’s going to be liquidity and volume within the market, but the further down you go, the harder the shares are to sell afterwards, aren’t they? So what’s the sort of risk? What sort of returns can they expect to make within what timeframe? And what should they be mindful of after they’ve bought in to a new issue?
So I think with any investing in stocks and shares, there’s no guaranteed returns. But however, there’s lots of academic studies showing that IPOs overall outperform the wider stock market, and stock placings are done at a discount to that market price. So [whereas they’re embedded, dealt] to an overall stock price performance.
So we’ve touched a bit on the risks but what about the benefits for someone who sees an attractive new issue? So on your platform, for example, you send out notifications saying company X, Y and Z is issuing new shares. Why should an investor buy through you rather than just going to the market and buying them themselves?
So the main benefit of a placing is its discount to market price. This is the first time anywhere where an everyday retail investor can get access to a listed company share at a discount to market price. If they buy via a stockbroker, that’s kind of secondary market; you’re just buying or selling at the share price. Via new issuance or the primary market, that’s when you can get this access to a discount to share price.
So why would a company issue shares at a discount?
So when a company’s looking to raise new funds, for example, BP is looking to raise new funds to drill a new oil well, they need to go and raise that from both institutional investors, historically, via an investment bank, and those institutional investors, it’s really similar to sort of a bulk buy discount. They’re investing huge amounts of money and therefore, they get that discount to the share price. And we’re simply allowing the retail investor access to that same discount.
And for a retail investor or a private client wanting to get involved in new issues and IPOs, where should they look? How do people find out about what companies are issuing new shares, and then how can they go about doing their due diligence on these companies to see whether or not they’re worth investing in?
So high net worth individuals often have access to these via the private client brokers, access to placings, and the large IPOs like Royal Mail, stockbrokers often distribute them to retail investors. PrimaryBid gives access to a much wider range of all placings, which we do for a platform, to all retail investors, not just high net worths. So the best way is to sign up to PrimaryBid and get a notification on all of our transactions.
So the transactions you offer, London Stock Exchange also publishes all the coming new issues and the most recent new issues as well. Do you cover any issues outside of what’s published on the London Stock Exchange website?
So generally, placings are only announced in market once a transaction goes live. There’s no advance warning essentially, in a way that an IPO, you often have some lead time when you know that deal’s coming to market. For a placing, the first time investors normally find out about it is when there’s a public press release and the transaction is live.
I was a stockbroker for a while, you know, a long time ago, and we did partake in a few new issues, and one of the things we found that was actually our private client base was almost like the last informed. You know, they were the last to know about them, and also, they got the smallest issue afterwards as well. And one of the things that we sort of found was that the more access retail clients have to a new issue, the less demand for it there is. So generally, if there’s a hot new issue that’s going to almost certainly increase in value when it comes to market, there’s an opportunity for institutions and high net worth clients to [stag] it, you know, buy it and sell out immediately. But we saw a sort of trend whereby new issues where institutions weren’t overly interested, it wasn’t oversubscribed. So there was a bit of an allocation left, and then that got put out to the stockbrokers and then that got put out to the retail customers. Do you see that sort of trend now or is there more demand for a private client, or is it still very much the case, and also, how do you deal with allocations? So if you’re involved in a new issue as well and there’s large institutional demand, how do you ensure that the private clients [on] your customers get a fair allocation and don’t get scaled back?
So I think this selection bias that you’re referring to has been a key issue historically with these transactions, whereby retail is often an afterthought by the investment bank running this transaction. And institutional investors get the hot deals and the retail investors are only getting an allocation where there’s funds still required. The key difference with PrimaryBid is that especially now we have the commercial agreements with London Stock Exchange and Euronext, the leading Pan-European stock exchange, we’re meeting the listed company at the start of the fundraise process. So when the company’s thinking of raising funds, retail is not an afterthought. They’re thinking about them upfront. And PrimaryBid are engaging directly with the listed company so that there’s no notion of getting zero doubt towards the end, if it’s a hot deal.
And to your question on allocation, we’ll generally engage with the listed company and they’ll have an idea of how much they want to allocate to retail upfront, and we’ll agree these allocation policies upfront. So as an example, if the book is two times oversubscribed and the investment bank may choose to allocate more to its long [only] investment funds and less to its more hedge fund clients, and that’s fine – the bank has authority to do that as it thinks it best makes up the book – however, if it’s two times oversubscribed, PrimaryBid would expect to get 50% of its allocation on that transaction, as opposed to being zero doubt. And that’s because of the relationship directly with the issuer.
And I suppose essentially, you’re pooling a lot of private clients’ orders, whereas before, it perhaps would’ve been ten different stockbrokers applying on behalf of 200 customers.
Are you essentially saying that you’re an institutional applicant as well, and then filtering that out to…?
Exactly. PrimaryBid automates that aggregation of retail demand and we face off to the issuer or the bank as one FC-registered institutional counterparty.
So that’s what you do. Let’s just sort of quickly touch on how you do it. So I want to get involved in a new issue. I open an account with you, and then company X, Y, Z is issuing shares and I go yeah, I’ll have, for the sake of argument, I’ll have £10,000 worth of that. What’s the process? Who looks after my money? Who looks after the shares? What happens after the shares, after the transaction’s done? When can I sell them? Let’s just talk about costs as well, what are the costs?
So at very high level, PrimaryBid connects everyday retail investors to listed companies raising capital. And we do that when a transaction is announced. The PrimaryBid user will get a real-time notification, so they can learn about the transaction, they can subscribe for an allocation, and they can receive those shares commission-free. In terms of costs, we don’t charge…
Shall we just touch on that. I mean IPOs and new issues are generally commission-free, aren’t they? It’s the issuer that pays the institutions for raising the money, so generally, private clients wouldn’t have to pay commission on a new issue or a transaction.
It really depends on their private client broker. For access to these hot deals, sometimes commission is charged, while PrimaryBid does not charge the retail investor any commission. Where we get our fees from is we charge the listed company a fee for raising the capital.
And then the process, where do I send, so I want £10,000 worth; do I send my money to you or does that sit in my stockbrokerage account and do I need a stockbrokerage account as well?
So when you transact through PrimaryBid, you pay then and there via your debit card. That sits in a segregated client funds account.
So that’s pre-allocation.
Pre-allocation. A segregated client funds account at Barclays, so there’s no credit risk with PrimaryBid. And once you receive your allocation, you can settle into your stockbroking account of choice. So whether that’s Interactive Investors, Barclays, Hargreaves Lansdown, you choose. And if you don’t receive your full allocation, you’ll receive a refund of your balance.
So when should that show in my stockbrokerage account? So say these new shares issue at nine o’clock when the market opens on Monday, when will I see them in my stockbrokerage account and when will I know my allocation and when can I either sell them or know my position?
So once of the fundraiser are announced, then we’ll send out allocation confirmations to all the investors. Normally, it’s three days after the results of the fundraise announcement, when the shares are admitted to trading, and at that point, they can start to be settled into the underlying retail investor/stockbroking account. In terms of exact timing, it really depends on the stockbroker and their processes. For many of our stockbroker partners, they’re settling in same day of [admitter] trading and others take longer.
Okay. But you should know your allocation beforehand, shouldn’t you? So you should know…
Exactly. Yeah, shortly after the results fundraise press release is announced, you’ll receive an allocation confirmation.
And of course, it’s not a new thing, investing in new issues or IPOs or placing. People have been able to do it ever since there’s been a stock market. But obviously, you’re a sort of one asset class provider. Why should people go through PrimaryBid to access new issues on IPOs, rather than just phoning up their stockbroker and saying do you have access to this, can I get involved?
Say we see it mainly being high net worth individuals who have access via their client broker to these placings, historically. The everyday retail investor tends to be excluded, and the first time they hear about it is when they see the results of the fundraise press release being announced the next day, by which time, it’s too late. So in terms of subscribing via your stockbroker outside the secondary market, just that full market price, we see PrimaryBid for the everyday retail investor as the only real place to get access to these placings, on a large scale.
And there’s been a couple of providers that have tried this before. There’s been significant changes in the A-market. I was talking to Justin Urquhart Stewart from 7IM, you know, he’s one of the original founders of the A-market, and he was saying it’s going through a lot of changes; it’s not quite what it once was. So what are your plans to win in this market? So how are you going to, as a business, win?
We’ve done 50 transactions to the platform already, raised over 65 million sterling to the platform. We’ve got commercial agreements in place with London Stock Exchange and Euronext. We recently completed our venture capital series A with leading investors of Pentech VC, who were early investors in Nutmeg, and Outward VC, who are backed by Investec. And alongside our VC-led fundraise, we made key appointments, including James Deal from JP Morgan and Eric Gallo from Goldman Sachs, to lead on sales and business development respectively.
So that’s a fairly broad board that you’ve got there. So the Euronext connection, does that mean you offer access to European issues as well?
So our agreement with Euronext covers nine European geographies in continental Europe and we’re due to launch in France in 2020. So at that point, that’ll initially be offering French placings to French investors, but the idea over time is to cross-pollinate.
So UK investors at the moment can’t invest in...
Not at the moment.
And what about the sort of big, exciting US ticket? Will people over here ever get access to new issues in America, and Japan and Asia?
When you look at the retail capital markets in the US and Asia, it’s even bigger than that in the UK and continental Europe. So further geographical expansion is definitely part of our plans.
And as well as looking abroad at access to new markets, there’s a big movement in the unlisted company space at the moment. Everybody wants to invest in, well, I say everybody, there is a subset of investors who want to invest in VC funds to get early access to high-growth fintech companies, much like yours, and equity crowd funding as well, where there’s a movement for smaller investors to perhaps invest in sustainable and ethical companies. Do you have any plans to try and aggregate that market, as well as providing access to listed stocks, provide access to unlisted markets?
So PrimaryBid focuses on publically-listed companies and as such, we don’t cover private companies. We see the public stock market resolving a lot of the issues with investing in private companies, such as lack of liquidity, lack of transparency, lack of governing standards, hence why we’re focused on retail investors investing in publically-listed companies.
And of course, I mean obviously, the A-market is very high risk, you know, the further down the market cap you go, the higher the risk, but unlisted stocks are probably at the highest end of the risk.
That’s generally the case. And you don’t have a secondary market for your shares.
You can’t get out, yeah.
For publically-listed companies, you have things like the listing rules. For AIM, we have nominated advisors, brokers, etc. They have disclosure requirements. They have to announce if it was a contract etc. When you move to the world of private companies, all of those listing rules just don’t apply.
And just one final question. Who’s it for? Who should sign up? Should new issues be a very small part of your portfolio? You know, should be investing in new issues if you don’t have exposure to the stock market? Or is it, in your view, a relatively high-risk product for sophisticated investors or for people who already have a balanced portfolio?
So we see PrimaryBid really open up the market to everyday retail investors, not just high net worths or sophisticated investors. In terms of subscription amounts, you can subscribe with PrimaryBid from as little as £100. In terms of your overall portfolio, these are obviously single stocks you’re investing in via PrimaryBid or when you just [pay] in any placing or IPO, and that should always be part of a balanced portfolio.
So diversification is key. Don’t put all your eggs in one basket.
I think everybody, that’s the sort of key lesson about investing that people need to understand. So you need to diversify.
Alright, well Kieran, thank you very much for talking to us. That was really interesting. Thank you very much for watching this episode of Good Money Guide TV. We’ll be back with another asset class to cover shortly. Thank you.
Richard founded the Good Money Guide (previously Good Broker Guide) in 2015 and has been a broker for 20 years most recently at Investors Intelligence and previously a multi-asset derivatives broker at MF Global (Man Financial). Richard started his career working as a private client stockbroker at Walker Crips and Phillip Securities (now King and Shaxson) after interning on the NYMEX oil trading floor in New York and London IPE in 2001 & 2000.