30+mba-第20部分
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other rounds of funding are sought in the future。
Public capital
Stock markets are the place where serious businesses raise serious money。
It’s possible to raise anything from a few million to tens of billions； expect
the costs and efforts in ge。。ing listed to match those stellar figures。 The
basic idea is that owners sell shares in their businesses that in effect bring
in a whole ra。。 of new ‘owners’ who in turn have a stake in the businesses’
future profits。 When they want out； they sell their shares on to other
investors。 The share price moves up and down to ensure that there are as
many buyers as sellers at any one time。
Going public also puts a stamp of respectability on you and your pany。
It will enhance the status and credibility of your business； and it will
enable you to borrow more against the ‘security’ provided by your new
shareholders； should you so wish。 Your shares will also provide an a。。ractive
way to retain and motivate key staff。 If they are given； or rather are allowed
to earn； share options at discounted prices； they too can participate in the
capital gains you are making。 With a public share listing you can now join
in the takeover and asset…stripping game。 When your share price is high
and things are going well you can look out for weaker firms to gobble up
– and all you have to do is to offer them more of your shares in return for
theirs。 You do not even have to find real money。 But of course this is a twosided
game and you also may now bee the target of a hostile bid。
You may find that being in the public eye not only cramps your style but
fills up your engagement diary too。 Most CEOs of public panies find
that they have to spend up to a quarter of their time ‘in the City’ explaining
their strategies； in the months preceding and the first years following their
going public。 It is not unusual for so much management time to have been
devoted to answering accountants’ and stockbrokers’ questions that there is
not enough time to run the day…to…day business； and profits drop as a direct
consequence。
The City also creates its own ‘pressure’ both to seduce panies onto
the market and then by expecting them to perform beyond any reasonable
expectation。 There have been a number of high…profile examples of panies
that have floated their shares on a stock market then changed their
minds and withdrawn； buying out all outside shareholders。 The rationale
for taking a pany private is that the buyer feels that they can run the
pany be。。er without the need to justify their decisions to other shareholders；
or the plex and burdensome regulations that public panies
must ply with。
66 The Thirty…Day MBA
The Saga saga
The name that is synonymous with providing holidays exclusively for
the over…50s is undoubtedly Saga’s。 The business； started in 1951 with the
daunting name of ‘Old People’s Travel Bureau’； was an experiment by
Folkestone hotelier Sidney De Haan。 He believed that older holidaymakers
would appreciate a quieter off…season break by the sea； charging just ￡6。10s；
including travel； full board and three excursions。 Over the next decade the
pany chartered trains； planes and finally bought its own charter boat；
the Saga Rose。 Along the way it launched a magazine； insurance business
and a clutch of FM radio stations。 Over a third of the UK’s over…50s are on
Saga’s database； which holds 7 million individuals of whom over 2 million
actively buy from Saga each year。 By January 2007 the pany was making
￡158。2m in profits and employing 3；800 people worldwide。
The pany’s financing history has been something of a rollercoaster。
Initially financed using family money and bank debt； the firm was floated
on the stock market in 1978。 Saga was not a hit with investors though；
partly because of the weakening UK holiday market。 The De Haan family
took the group private in 1990； buying out all the other investors。 By 2004
the pany was preparing to go back onto the stock market when the
private equity firm； Charterhouse Capital Partners； paid ￡1。35 billion to
take control of the group and they pulled their IPO at the last minute。 The
acquisition was by way of a buyout； with Charterhouse taking an 80 per
cent stake and the management the remainder。 Charterhouse funded the
acquisition of Saga with ￡500 million of equity。 The remainder was funded
with debt； which it has since refinanced。
In January 2007； just three years later； the pany； then thought to be
worth between ￡2。5 billion and ￡3 billion； was again exploring its financing
strategy。 A sale or flotation could value the 20 per cent stake held by
staff and senior management at ￡500 million； with the 8 per cent stake of
Andrew Goodsell； Saga’s chief executive； worth about ￡200 million。 Mr
Goodsell stated； ‘We’ve smashed through all of our plans； repaid large
amounts of debt and ＇Charterhouse＇ has achieved what it wanted to
achieve。’ Once again stock…market flotation was on the cards； but a very
different opportunity emerged。 In June 2007 Permira and CVC； the two
private equity firms that owned the bulk of the AA； approached Saga’s
majority owner； Charterhouse； to ask it to consider a merger。 The result was
a ￡6。15bn surprise move that created one of the country’s largest privateequity…
backed panies。
Initial public offer （IPO） – criteria for getting a stock market listing
The rules vary from market to market but these are the conditions that are
likely to apply to get a pany listed on an exchange：
Finance 67
1。 Ge。。ing listed on a major stock exchange calls for a track record of making
substantial profits with decent seven…figure sums being made in the
year you plan to float； as this process is known。 A listing also calls for a
large proportion； usually at least 25 per cent； of the pany’s shares to
be put up for sale at the outset。 In addition； you would be expected to
have 100 shareholders now and be able to demonstrate that 100 more
will e on board as a result of the listing。
2。 As you draw up your flotation plan and timetable you should have the
following ma。。ers in mind：
– Advisers： You will need to be supported by a team which will include a
sponsor； stockbroker； reporting accountant and solicitor。 These should
be respected firms； active in flotation work and familiar with the
pany’s type of business。 You and your pany may be judged by
the pany you keep； so choose advisers of good repute and make
sure that the personalities work effectively together。 It is very unlikely
that a small local firm of accountants； however satisfactory； will be up
to this task。
– Sponsor： You will need to appoint a financial institution； usually a
merchant banker； to fill this important role。 If you do not already have
a merchant bank in mind； your accountant will offer guidance。 The job
of the sponsor is to coordinate and drive the project forward。
– Timetable： It is essential to have a timetable for the final months during
the run…up to a float – and to adhere to it。 The pany’s directors
and senior staff will be fully occupied in providing information and
a。。ending meetings。 They will have to delegate and there must be
sufficient backup support to ensure that the business does not suffer。
– Management team： A potential investor will want to be satisfied
that your pany is well managed； at board level and below。 It is
important to ensure succession； perhaps by offering key directors and
managers service agreements and share options。 It is wise to draw on
the experience of well…qualified non…executive directors。
– Accounts： The objective is to have a profit record which is rising but；
in achieving this； you will need to take into account directors’ remuneration；
pension contributions and the elimination of any expenditure
which might be acceptable in a privately owned pany but would
not be acceptable in a public pany； namely excessive perks such as
yachts； luxury cars； lavish expense accounts and holiday homes。
Accounts must be consolidated and audited to appropriate accounting
standards and the audit reports must not contain any ma
