Difference between IPO and FPO

5paisa Research Team

Last Updated: 25 Feb, 2025 06:38 PM IST

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Understanding IPO and FPO in the Stock Market

If you’re interested in investing or expanding your knowledge of the stock market, you’ve probably come across the terms Initial Public Offering (IPO) and Follow-on Public Offering (FPO). 

While both involve companies selling shares to raise funds, they are distinct processes with unique purposes. But what exactly is the difference between IPO and FPO? Let’s break it down in an easy-to-understand manner so that you can grasp the core concepts.

Think of an IPO as a company making its first-ever public appearance, like a new movie’s premiere. An FPO, on the other hand, is like a sequel, the company has already been on the stock exchange, but it is issuing more shares to raise additional funds.

In this blog, we’ll share insights on the key differences between IPO and FPO, their processes, benefits, and risks, and how they impact investors and businesses.
 

What is an IPO (Initial Public Offering)?

An Initial Public Offering (IPO) is the process through which a private company offers its shares to the public for the first time and gets listed on a stock exchange. It is a significant financial event as it marks the transition of a company from a privately held entity to a publicly traded company. The IPO process enables businesses to raise substantial capital, expand their operations, and gain market credibility. For investors, an IPO presents an opportunity to buy shares of a company at an early stage, potentially benefiting from future growth.

Why Do Companies Opt for an IPO?

Companies choose to go public through an Initial Public Offering (IPO) for several strategic and financial reasons,

1. Raise Capital for Business Growth
An IPO allows a company to generate substantial funds to expand operations, develop new products, enter new markets, or invest in research and development (R&D). Unlike loans, the capital raised does not have to be repaid, making it a cost-effective funding option.

2. Enhance Credibility and Brand Recognition
Publicly listed companies gain a higher level of trust from customers, investors, and business partners. Being traded on a recognized stock exchange, such as NSE, BSE, NASDAQ, or NYSE, boosts the company’s credibility and helps attract more business opportunities.

3. Provide Liquidity to Early Investors & Shareholders
Before an IPO, the company is owned by founders, private investors, and venture capitalists. The IPO allows these early investors to sell their shares in the open market, having access to liquidity and potential profits.

4. Attract a Larger Investor Base
Once publicly listed, a company can attract institutional and retail investors, increasing its shareholder base. A larger investor base often results in better stock liquidity and valuation.

5. Reduce Debt and Strengthen the Balance Sheet
Many companies use IPO proceeds to pay off existing loans, reducing their interest burden and improving financial stability. This leads to stronger financial health and a more attractive investment profile.
 

The Complete Process of IPO

The IPO process is a multi-stage journey involving financial, legal, and regulatory steps. Here’s a detailed breakdown of the entire process,

1. Company Evaluation & IPO Preparation

  • The company hires investment banks (underwriters) to guide them through the IPO journey.
  • A financial audit is conducted to assess assets, liabilities, revenue projections, and overall financial health.
  • A Draft Red Herring Prospectus (DRHP) is prepared, which contains company details, financials, risk factors, share offerings, and business strategies.
  • The DRHP is submitted to regulatory authorities such as SEBI (Securities and Exchange Board of India) or SEC (Securities and Exchange Commission) in the US.

 

2. Regulatory Approvals

  • The regulatory body conducts due diligence and reviews the company’s financial statements, legal compliance, and business model.
  • Upon approval, the company gets the green light to proceed with the IPO.

 

3. Pricing & Roadshow

The company, in collaboration with investment bankers, decides the IPO pricing mechanism,

  • Fixed Price IPO: The company pre-determines a fixed price for each share.
  • Book-Building IPO: Investors place bids within a specified price range, and the final price is determined based on demand.

 

A roadshow is conducted, where company executives present their business plan to institutional investors, mutual funds, hedge funds, and high-net-worth individuals (HNIs) to get their interest in it and gain the investment amount in the business.

4. Public Subscription & Share Allotment

  • Once the IPO is open to the public, investors apply for shares during the subscription period.
  • The demand determines the allotment,

Oversubscribed IPO: High demand may lead to a proportional allotment.
Undersubscribed IPO: If demand is low, the issue may not succeed or maybe re-priced.

5. Stock Exchange Listing & Trading Begins

  • After the share allotment, the company’s stock is officially listed on the stock exchange.
  • The first trading day (IPO debut) often witnesses price fluctuations, depending on investor sentiment and market demand.
  • Once listed, the stock becomes available for public trading like any other stock.
     

Key Factors That Influence IPO Success

Several factors determine the success of an Initial Public Offering (IPO), including,

  • Market Conditions: A bullish market increases investor enthusiasm, leading to higher demand for IPOs.
  • Company Financials: Strong revenue growth, profitability, and a solid business model attract investors.
  • Valuation & Pricing: An overpriced IPO may struggle, while a fairly priced IPO attracts high demand.
  • Investor Sentiment: Positive sentiment toward the industry or sector boosts IPO subscriptions.
  • Management & Leadership: A reputable and experienced management team instills investor confidence.
     

Risks Associated with Investing in an IPO

While IPOs offer lucrative investment opportunities, they also come with certain risks,

  • High Volatility: IPO stocks often experience significant price fluctuations, making them riskier than established stocks.
  • Lack of Historical Data: Unlike FPOs, IPOs have no historical trading data, making it difficult to predict their performance.
  • Lock-in Periods: Some IPOs have a lock-in period where insiders and early investors cannot sell their shares immediately.
  • Market Timing Risk: If the market crashes post-IPO, stock prices may drop significantly.
     

Should You Invest in an IPO?

Investing in an Initial Public Offering (IPO) can be an exciting opportunity, but it requires careful research. Understanding the IPO process, evaluating the company’s fundamentals, and assessing market conditions are crucial steps in making an informed investment decision. While IPOs can deliver substantial returns, they also carry risks, so it’s essential to diversify your portfolio and invest wisely.

By understanding the difference between IPO and FPO, investors can make better financial decisions. If you’re wondering about the next investment opportunity, exploring IPO vs. FPO key differences can help you choose the right approach for your portfolio.
 

What is an FPO (Follow-on Public Offering)?

A Follow-on Public Offering (FPO) is a method through which an already publicly listed company issues additional shares to raise capital. Unlike an Initial Public Offering (IPO), where a private company goes public for the first time, an FPO is conducted by companies that are already trading on the stock exchange. The primary goal of an FPO process is to generate funds for business expansion, debt repayment, or restructuring equity.
 

Why Do Companies Opt for an FPO?

Companies launch a Follow-on Public Offering (FPO) for several strategic and financial reasons. Below are some key motives behind the FPO process,

1. Raise Additional Capital for Business Growth
Companies opt for the FPO to secure additional funds for expanding operations, acquiring new assets, investing in research and development (R&D), or entering new markets. This allows them to strengthen their market position and accelerate business growth.

2. Improve Liquidity and Share Accessibility
By issuing new shares in an FPO, companies increase the number of shares available for trading on the stock exchange. This improves liquidity, making it easier for investors to buy and sell shares.

3. Restructure Equity and Reduce Debt
Companies use FPOs as a tool for restructuring their financial standing. Promoters and major shareholders may dilute their stakes, or the company may repay debts using the capital raised, reducing interest burdens and enhancing financial stability.

4. Strengthen Market Perception and Credibility
Successful FPOs demonstrate investor confidence in a company’s growth prospects. When companies conduct an FPO process, it reinforces their credibility, attracting more institutional and retail investors.
 

Types of Follow-on Public Offerings (FPOs)

There are two types of FPOs namely dilutive and non-dilutive. Each serves a different purpose and impacts the company’s equity structure differently.

1. Dilutive FPO

  • The company issues new shares, consequently increasing the total outstanding shares.
  • This dilutes the ownership percentage of existing shareholders.
  • The raised capital can be used for business expansion, acquisitions, or debt reduction.
  • Example: A company with 10 million shares issues 2 million additional shares. The new total outstanding shares become 12 million, reducing each existing shareholder’s percentage ownership.

2. Non-Dilutive FPO

  • Existing shareholders, including promoters, early investors, or institutional stakeholders, sell their shares.
  • No new shares are issued, so the company’s total share count remains unchanged.
  • The proceeds go to the selling shareholders, not the company itself.
  • Example: A company’s major stakeholder offloads a portion of their holdings in an FPO to generate liquidity without affecting the company’s equity.
     

The Follow-on Public Offering (FPO) Process Explained

The FPO process is more streamlined than an IPO process, as the company is already listed on the stock exchange. However, certain regulatory and financial steps are still followed. Here’s a detailed breakdown of the FPO process,

1. Company Decides on Fundraising Needs

  • The company evaluates its capital requirements and decides whether to proceed with a dilutive or non-dilutive FPO.
  • Financial advisors and investment banks help determine the appropriate amount to raise.

2. Regulatory Approvals and Documentation

  • The company files a prospectus with regulatory authorities such as SEBI (Securities and Exchange Board of India) in India or the SEC (Securities and Exchange Commission) in the US.
  • The prospectus includes financial details, the purpose of fundraising, risks, and business projections.
  • Regulatory bodies review and approve the offering before it moves forward.

3. Pricing Strategy and Market Positioning

  • The share price in an FPO is determined based on market trends, investor demand, and company valuation.
  • There are two pricing methods for FPOs,

Fixed Price Offering: A predetermined price is set for each share.
Book-Building Offering: Investors place bids within a specified price range, and the final price is determined based on demand.

  • The company conducts investor roadshows to promote the offering among institutional and retail investors.

4. Public Subscription and Share Allotment

  • Once the FPO opens, investors apply for shares during the subscription period.
  • The subscription level determines investor interest:

Oversubscribed FPO: High demand leads to the proportional allotment.
Undersubscribed FPO: If demand is low, adjustments may be made in pricing or allocation.

5. Listing and Trading on the Stock Exchange

  • After allotment, the new shares (in case of a dilutive FPO) or sold shares (in a non-dilutive FPO) are officially listed on the stock exchange.
  • The stock starts trading, and the company’s market capitalization adjusts based on the new share supply and demand dynamics.
     

Key Factors That Influence the Success of an FPO

Just like IPOs, several factors determine whether an FPO will be successful:

Company’s Financial Health: Strong financials and a solid business model attract investors.

Market Conditions: A bullish market increases FPO demand, while a bearish market may lead to lower participation.

Pricing Strategy: If an FPO is overpriced, it may struggle to gain traction; a fairly priced FPO attracts more subscriptions.

Investor Sentiment: Positive news, strong earnings, and sector growth boost investor confidence in an FPO.

Existing Shareholder Trust: Companies with a history of consistent growth and strong corporate governance perform better in FPOs.
 

Risks Associated with Investing in an FPO

Investing in an FPO offers benefits, but it also carries certain risks,

  • Stock Dilution Risk: A dilutive FPO increases the share count, which can lower earnings per share (EPS) and shareholder value.
  • Market Fluctuations: FPO share prices are influenced by overall market trends and investor sentiment.
  • Short-Term Price Volatility: Immediately after an FPO, stock prices may experience sharp fluctuations, impacting investor returns.
  • Company-Specific Risks: Poor financial performance or lack of demand may lead to FPO underperformance.
     

Should You Invest in an FPO?

A Follow-on Public Offering (FPO) presents opportunities for investors to buy shares in an already established company. It offers greater transparency than an IPO, as the company has an existing track record in the market. However, before investing in an FPO, it’s crucial to analyze company fundamentals, market conditions, and pricing strategy.

Understanding the difference between IPO and FPO and the IPO process vs FPO process key distinctions will help you make better investment decisions. Always conduct thorough due diligence and assess your risk tolerance before participating in an FPO.
 

IPO vs. FPO: Key Differences

Feature IPO FPO
Definition First-time issuance of shares Additional shares issued by an already-listed company
Company Status Private transitioning to become publicly traded Already publicly traded
Purpose Raise capital for expansion Raise extra funds for growth or debt reduction
Investor Risk Higher (new company, no public history) Lower (company has market history)
Market Perception Uncertain, as investors rely on future potential More predictable, based on past performance

Now that we’ve understood both concepts, let’s compare IPO and FPO across various aspects,

IPO vs. FPO: Which is Better for Investors?

Both IPOs and FPOs have advantages and risks. The decision to invest in either one investment vehicle depends on an investor’s goals.

Investing in an IPO:

  • High-growth potential but higher risk.
  • Limited historical data to analyze.
  • Potentially higher rewards if the company performs well post-listing.

Investing in an FPO:

  • Lower risk since the company has a track record.
  • Easier to analyze past performance.
  • More stable investment with lower volatility.
     

Factors to Consider Before Investing

  • Company Fundamentals: Review the financial health, past performance, and growth strategy.
  • Market Conditions: Economic and industry trends affect IPO and FPO success.
  • Investment Goals: If you seek high returns with risk, IPOs may suit you. For stability, FPOs are preferable.
     

Wrapping Up!

Understanding the difference between IPO and FPO is crucial for investors looking forward to investing in the stock market. While an IPO marks a company’s first public offering, an FPO is a subsequent share issuance by a company already listed.

Before investing in an IPO or FPO, investors must analyze company fundamentals, industry trends, and risk tolerance. A well-informed decision can maximize returns and minimize risks in the portfolio of stock market investments.
 

More About IPO

Disclaimer: Investment in securities market are subject to market risks, read all the related documents carefully before investing. For detailed disclaimer please Click here.

Frequently Asked Questions

IPO is capable of providing higher returns for an investor. Thus, we can rightfully state that an IPO is more profitable than an FPO.

FPOs are primarily of two distinctive variants - dilutive and non-dilutive. Non-dilutive FPOs are those existing private shares that are sold publicly.

IPO is a fundraising method that large companies primarily use. They sell their shares to the public for the first time.

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