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Apr 4, 2024

Follow-on Public Offerings (FPOs): A Strategic Tool for Company Growth and Investor Opportunities

Nishtha Arora



In the dynamic world of finance, companies are constantly seeking ways to fuel their growth. One such strategy is the Follow-on Public Offer (FPO), which allows companies to raise additional capital by issuing new shares to the public.

As a provider of accounting automation solutions, we understand the intricacies of financial operations and believe financial literacy is crucial for informed decision-making.

This blog aims to explain FPOs, defining their purpose, types, and key considerations for both companies and investors.

FPOs: Raising Capital After Going Public

In the first section, we explored the basics of stock offerings. Now, let's delve deeper into Follow-on Public Offers (FPOs).

FPO vs IPO: What's the Difference?

An IPO (Initial Public Offering) marks a company's debut on the stock exchange. It was the first time they issued shares to the public to raise capital.

An FPO, on the other hand, is a subsequent offering by a company already listed on the stock exchange. It's essentially a way for them to raise additional funds after their initial IPO success.

The FPO Process: A Simplified Look

An FPO, though similar to an IPO, involves a less rigid process. Here's a simplified breakdown:

  • Approval Process: The company first seeks approval from regulatory bodies like the Securities and Exchange Board of India (SEBI) in India. They submit a detailed FPO document outlining the purpose of the offering, the number of shares, and how the funds will be used.

  • Offering Details: The company appoints investment bankers to manage the FPO. Together, they determine the type of shares to be offered (fresh issuance or existing shareholder dilution), the offer price, and the timeframe for subscription.

  • Pricing: Unlike an IPO where the price discovery might involve a book-building process, FPO pricing can be fixed or determined through a book-building process depending on the specific offering.

Once the details are finalized, the FPO opens for subscription by existing shareholders and/or new investors. After the subscription period closes, the company allocates shares based on investor demand.

The newly issued shares are then listed on the stock exchange, allowing them to be traded publicly.

Types of FPOs

Follow-on Public Offerings (FPOs) can be broadly categorized into two main types based on how the shares are offered: dilutive and non-dilutive. Understanding the distinction between these types is crucial for investors to make informed decisions.

Dilutive FPOs

A dilutive FPO involves the issuance of new shares by the company. These new shares are offered to investors, increasing the total number of outstanding shares in the company.

Impact on Existing Shareholders:

The issuance of new shares has a dilution effect on existing shareholders. This means:

  • Ownership Percentage: The percentage ownership of existing shareholders in the company decreases.

  • Earnings Per Share (EPS): As the number of shares outstanding increases, the company's total earnings are spread across a larger number of shares, potentially leading to a decrease in EPS. This can impact the company's stock price.


Imagine a company that has 10 million outstanding shares and announces a dilutive FPO offering 2 million new shares. Before the FPO, an investor holding 100 shares would own 1% of the company (100 shares / 10 million shares). After the FPO, with 12 million outstanding shares, the same investor's ownership percentage would decrease to 0.83% (100 shares / 12 million shares).

Benefits for Companies:

Dilutive FPOs are the most common type and offer companies a significant advantage:

  • Raising Capital: By issuing new shares, companies can raise fresh capital to fund growth initiatives, debt repayment, or strategic acquisitions.

Non-Dilutive FPOs

The company does not issue new shares in a non-dilutive FPO. Instead, existing shareholders, such as promoters or large institutional investors, sell a portion of their holdings to the public.

Benefits for Companies and Existing Shareholders:

While the company doesn't directly raise capital in a non-dilutive FPO, there can still be benefits:

  • Increased Liquidity: Existing shareholders can gain liquidity by selling some of their shares to the public market.

  • Change in Shareholding Pattern: This type of FPO can be used to bring in new investors and potentially broaden the shareholder base.

However, it's important to note that the proceeds from a non-dilutive FPO go directly to the selling shareholders, not the company itself.

By understanding the two main types of FPOs – dilutive and non-dilutive – investors can make informed decisions regarding potential dilution effects and how the offering might impact the company and its stock price.

Advantages and Disadvantages of FPOs

Now that we've explored the different types of FPOs, let's delve into the potential upsides and downsides for both companies and investors.

Advantages for Companies:

  • Raise Capital for Various Needs: FPOs, especially dilutive offerings, provide companies with a powerful tool to raise capital for various purposes. This can include funding expansion plans, research and development initiatives, debt repayment, or strategic acquisitions.

  • Increased Liquidity and Brand Awareness: An FPO can significantly increase the number of shares outstanding, leading to greater liquidity for the company's stock. This can attract more investors and boost the company's profile in the market, potentially leading to a higher valuation.

  • Potential for Higher Valuation: A successful FPO with strong investor demand can lead to a higher overall valuation for the company. This can improve its financial standing and creditworthiness, unlocking further growth opportunities.

Disadvantages for Companies:

  • Dilution of Ownership for Existing Shareholders (applicable to dilutive FPOs): As discussed earlier, dilutive FPOs can decrease existing shareholders' ownership stake and potentially impact their voting rights.

  • Market Fluctuations can Impact Pricing: The success of an FPO heavily relies on prevailing market conditions. If the market experiences a downturn during the offering period, it can negatively impact the FPO price and the amount of capital raised.

  • Regulatory Requirements and Associated Costs: FPOs involve complex regulatory procedures and require adherence to strict compliance guidelines. These processes can be time-consuming and incur significant legal and administrative costs for the company.

Advantages for Investors:

  • Access to Established Companies: FPOs allow investors to invest in companies that have already gone through an IPO and demonstrated a track record of performance. Compared to investing in newly listed companies, this may be less risky.

  • Potential for Capital Gains: If the company performs well after the FPO, the share price may increase, offering you the potential for capital gains.

  • Enhanced Liquidity: Enhanced Liquidity: FPOs frequently raise the quantity of shares that are up for trade, which improves liquidity. As a result, purchasing and selling your shares will be simpler for you.

Disadvantages for Investors:

  • Dilution (for dilutive FPOs): In dilutive FPOs, existing shareholders' ownership stake is diluted, which can potentially reduce your long-term returns.

  • Market Volatility: The stock price can fluctuate after the FPO, leading to potential losses if you invest at a high price.

  • Company Performance: The company's future performance directly impacts your investment. Poor performance can lead to a decline in stock price.

By carefully weighing these advantages and disadvantages, both companies & investors can determine if an FPO is the right strategy to achieve their financial goals.

Who Should Consider Investing in FPOs?

FPOs can be attractive investment opportunities, but careful consideration before investing is crucial.

Here are some key factors for investors to evaluate:

  • Company's Financial Health: A thorough analysis of the company's financial statements is essential. Look for factors like profitability, debt levels, and future growth projections.

  • Future Prospects: Evaluate the company's business plan, competitive landscape, and its potential for future success. Are they well-positioned for growth in their industry?

  • Use of Proceeds: Understand how the company plans to utilize the funds raised from the FPO. Will the capital be used for productive purposes that will drive future growth?

  • Market Conditions: Consider the overall market sentiment and potential impact on the FPO price.

  • Type of FPO (Dilutive vs. Non-Dilutive): As discussed earlier, dilutive FPOs can impact existing shareholder ownership. Understanding the type of FPO helps you assess potential dilution effects.

Potential Risks and Rewards:

Like any investment, FPOs carry inherent risks and potential rewards.

  • Dilution (for dilutive FPOs): As discussed, new share issuance can decrease your ownership stake and potentially impact your returns.

  • Market Volatility: The stock price can fluctuate after the FPO, leading to potential losses if you invest at a high price.

  • Company Performance: The company's future performance directly impacts your investment. Poor performance can lead to a decline in stock price.

  • Capital Appreciation: If the company performs well and the stock price increases, you can potentially enjoy significant capital appreciation on your investment.

  • Increased Liquidity: FPOs can enhance a company's stock liquidity, making it easier to buy or sell shares. Long-Term Growth Potential: Investing in a well-positioned company with a strong growth trajectory can lead to substantial long-term returns.

Remember: Investing in FPOs requires careful research and due diligence. Consider consulting with a financial advisor to assess your risk tolerance and develop an investment strategy tailored to your individual goals.

FPOs and the Future of Financial Management

FPOs provide a powerful tool for companies to raise capital and fuel growth. Understanding these offerings empowers investors to make informed decisions.

The financial landscape is constantly evolving, and automation plays a key role. Accounting automation streamlines FPO processes, from managing shareholder records to analyzing financial data. This allows companies to focus on core business strategies and maximize the impact of their capital raise.

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