Keys to public offerings

Public offerings are operations in which a company puts a portion of its shares up for sale. In general, they can be of two types:

  • Offerings of already existing shares belonging to one or several shareholders. This operation, therefore, does not entail an increase in share capital, only a change in ownership.
  • Offerings of newly issued shares, that is, they entail a share capital increase.

In both cases, companies need to file an information prospectus about the offering with the Spanish National Securities Market Commission (CNMV). This prospectus and the summary of the offering must be available to all potential investors, so that they can consult it.

When it comes to gathering information about offerings, the CNMV recommends paying attention to the following key concepts:

  • The number of shares that will be allocated to each group of investors. A number of shares is often reserved for retail investors, while the rest is offered to professional investors or other groups.
  • The price. We must distinguish between:
    • The maximum retail price, which is the maximum price per share set for the retail investor.
    • The retail price, which will be fixed by choosing the lowest price between the maximum retail price and the price set for qualified investors.
  • The procedure to complete the orders of investors. Investors can send their purchase orders either before or after the maximum retail price is set. The main difference is that the former is revocable (within the so-called revocation period) while the latter is irrevocable.
  • The prorating, which is the procedure for allotting shares to retail buyers when demand exceeds supply.