After two years of relative inactivity, startups are gearing up to test the public markets again. Here’s what lies ahead for Africa’s IPO hopefuls.
When tech firms raise huge sums at the Series C stage, it typically starts an 18-month countdown to an initial public offering (IPO). An IPO or Initial Public Offering is when a privately owned company offers a portion of its equity to public market investors on a stock exchange. Listing on a stock exchange, a.k.a going public, is considered the hallmark of mature companies.
Regardless of where it is domiciled or operates, a business is considered ready for a public market when it can show tangible market value and meet the financial standards of whatever exchange it chooses. The business will need to find a lead investment bank to underwrite, i.e., vouch for the company’s credibility and help it find buyers.
“Is the leadership team strong enough to stand up to the public markets?” Asks Aarish Shah, the founder of EmergeOne, a London-based firm that helps startups organize their finances from seed through exit. A company that adds or shakes up its C-Suite is a telltale sign that it is preparing for an IPO. Hiring new top officers, especially in finance, legal and operations, signifies that a business is preparing for the big leagues.
Eghosa Omoigui, the managing general partner of EchoVC Partners, also agrees with Shah. He said that a strong team, strong financials, [and] solid processes across the company to ensure repeatability of operating performance and forecasts are crucial pieces of IPO preparation.
The IPO begins before the IPO
Companies have to clean up their accounting to prepare for the intense scrutiny of public markets, but even that isn’t enough. “A good business exit happens when the company is bought, not sold,” says Victor Basta, founder and chief executive of DAI Magister, a boutique investment bank. Preparing for an exit involves sowing the seeds early in the minds of potential investors.
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Managers of a business preparing for an IPO intentionally cultivate an image and push communications that subtly reinforce the value of the business. Surely, you can think of at least one African tech company doing this right now, yes?
“It’s about using investor relations to build quality relationships for equity analyst coverage,” said Omoigui. This narrative building also helps secure a respected investment bank to serve as lead underwriter and the face of the IPO sales process in the obscure walls of high finance—a lead underwriter—typically an investment bank—vets and vouches for the IPO company. Underwriters privately contact institutional investors and family offices and invite them to bid on the available IPO shares. At this point, the contours of an initial per-share price are determined.
Unicorns used to equal IPOs
Typically, unicorn status means companies are ready to go public. But in the current climate, founders stay private for longer, even as future funding sources for both VCs and startups dry up. The scrutiny and the unforgiving nature of valuations on the public markets inform the hesitation. Grocery delivery giant Instacart will go public this month at an estimated valuation of $9 billion, a significant discount on its $39 billion valuation on the private markets two years ago. African companies valued at around $2-3 billion will be wary of similar haircuts. Jumia enjoyed a fantastic IPO, offering its shares for $14.60 before experiencing a 200% share price increase in the first few hours of trading; today, the company’s shares trade for $2.87.
The fintech startup Stripe has delayed its long-awaited IPO to an unspecified future as its valuation sank by almost half from a high of $95 billion. Arm Holdings Plc, a semiconductor firm, cut its valuation by $15 billion, lower than what market watchers expected before its expected IPO.
Despite possible valuation cuts, a successful IPO can be financially life-changing for everyone involved, especially for underwriters who charge fees and take a share of gross proceeds. According to PwC, underwriters in the US may charge anywhere between 4.1% to 7% of IPO proceeds. Underpricing, a strategy where the issuing company sells shares below its initial offering price to attract investors, can take another 10% to 15% of IPO gains. The greater the value of the IPO, the less gross proceeds will be charged. This excludes lawyer fees, auditor fees, investor relations fees, etc.
Besides this, the listing fee (paid directly to the stock exchange) for companies with smaller capitalisation, i.e., below $2 billion—where most African tech startups fall in—is between $55,000 and $75,000, depending on the total shares outstanding. Larger companies typically list on the Nasdaq Global Market or Nasdaq Global Select Market and pay between $175,000 and $320,000 as entry fees.
There are tools and tax instruments that can make it cheaper, but generally, launching and completing an IPO today is a considerable expense. Only the well-funded can afford IPOs. If you have some free time, here’s a PwC IPO cost calculator to play with. But back to the story.
The spectre of cheap IPOs
While 2021 was the year startups attained high valuations due to low-interest rates-fuelled risk-taking, successive years have seen a fall back to earth with businesses priced more reasonably as investors looked to similar but publicly listed companies to guide perspectives on private valuations.
Given how little we know about the revenue of Africa’s most funded startups, it would be a pleasant surprise for highly valued African tech companies that successfully debut publicly not to be repriced in line with the overall trend in falling valuations. But it’s not all bad news to seek an IPO in a lower valuation market or be repriced lower during the IPO process. Arm’s expected IPO was oversubscribed, but it only happened after Softbank, which owns most of Arm, repriced its stake lower as book building began.
What is more important is how the business performs once it is listed. On the eve of a possible global recession, it is one thing to list on a public exchange, but, as David Messan of First Founders Inc. says, it takes some deep resilience to stay on the stock exchange.
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