Public Offering Without Listing
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A public offering without listing, often called a POWL deal or a POWL, is a form of public equity offering by non-Japanese firms in the Japanese market, without the previously required simultaneous listing on a local exchange (e.g. TSE).


History

Prior to 1989, non-Japanese firms that wanted to sell equity into the Japanese market via
public offering A public offering is the offering of securities of a company or a similar corporation to the public. Generally, the securities are to be listed on a stock exchange. In most jurisdictions, a public offering requires the issuing company to publish a ...
were required to list on a local Japanese stock exchange. Changes in regulations introduced in 1989 allowed this form of a public offering by foreign companies published, audited
financial statements Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity. Relevant financial information is presented in a structured manner and in a form which is easy to un ...
and with stock that is (or will be) listed on a foreign
stock exchange A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and traders can buy and sell securities, such as shares of stock, bonds and other financial instruments. Stock exchanges may also provide facilities for th ...
which satisfies the requirements of the FSA.


Notable POWL issuance

Equity offerings via POWL have been a common part of
Asia Asia (, ) is one of the world's most notable geographical regions, which is either considered a continent in its own right or a subcontinent of Eurasia, which shares the continental landmass of Afro-Eurasia with Africa. Asia covers an area ...
regional public offerings since the early 1990s, with Japanese investors often taking more than 20% of the offering through this format.
ICBC Industrial and Commercial Bank of China Limited (ICBC; ) is a Chinese multinational bank. Founded as a limited company on 1 January 1984, ICBC is a state-owned commercial bank. With capital provided by the Ministry of Finance of China, the b ...
and
Bank of China (Hong Kong) Bank of China (Hong Kong) Limited () also known as its short name Bank of China (Hong Kong) or BOCHK (), is a subsidiary of the Bank of China (via a Hong Kong-listed intermediate holding company BOC Hong Kong (Holdings)). Bank of China (Hong K ...
used this format to allow their domestic public offerings to spread into Japan.


See also

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Alternative public offering An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while ra ...
*
PIPE deal A private investment in public equity, often called a PIPE deal, involves the selling of publicly traded stock, common shares or some form of preferred stock or convertible security to private investors. It is an share allocation, allocation of sha ...


References

{{Corporate finance and investment banking Corporate finance Stock market Equity securities Initial public offering