Public offering without listing

Short description: Form of public equity offering by non-Japanese firms

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 such as the Tokyo Stock Exchange.

## Contents

* 1 History
* 2 Notable POWL issuance
* 3 See also
* 4 References

## History

Prior to 1989, non-Japanese firms that wanted to sell equity into the Japanese market via public offering were required to list on a local Japanese stock exchange.[1] Changes in regulations[2] introduced in 1989 allowed this form of a public offering by foreign companies published, audited financial statements and with stock that is (or will be) listed on a foreign stock exchange which satisfies the requirements of the Japanese Financial Services Agency (FSA).

## Notable POWL issuance

Equity offerings via POWL have been a common part of Asia regional public offerings since the early 1990s, with Japanese investors often taking more than 20% of the offering through this format.[3] ICBC and Bank of China (Hong Kong) used this format to allow their domestic public offerings to spread into Japan.[4]

## See also

* Alternative public offering
* PIPE deal

## References

1. ↑ "Public Offering Without Listing - "POWL" in Japan". http://www.linklaters.com/pdfs/publications/japan/POWL100406.pdf. Retrieved 2009-04-10.
2. ↑ Beller, Alan L.; Terai, Tsunemasa; Levine, Richard M. (1992). "Looks Can Be Deceiving: A Comparison of Initial Public Offering Procedures under Japanese and U.S. Securities Laws". Law and Contemporary Problems 55 (4): 77–118. doi:10.2307/1192106. ISSN 0023-9186. https://www.jstor.org/stable/1192106.
3. ↑ "POWL - Catering to Japanese Tastes". http://www.asiamoney.com/Article/2054993/Channel/18735/POWL-Catering-to-Japanese-tastes.html. Retrieved 2009-04-10.
4. ↑ "Bank of China (Hong Kong) - Awards". http://www.bochk.com/ir/cra_award_e.html#awards1. Retrieved 2009-04-10.

* v
* t
* e

Corporate finance and investment banking

Capital structure|

* Convertible debt
* Exchangeable debt
* Mezzanine debt
* Pari passu
* Preferred equity
* Second lien debt
* Senior debt
* Senior secured debt
* Shareholder loan
* Stock
* Subordinated debt
* Warrant

Transactions
(terms/conditions)|

| Equity offerings|

* At-the-market offering
* Book building
* Bookrunner
* Bought deal
* Bought out deal
* Corporate spin-off
* Equity carve-out
* Follow-on offering
* Greenshoe
* Reverse
* Initial public offering
* Private placement
* Public offering
* Rights issue
* Seasoned equity offering
* Secondary market offering
* Underwriting

|

Mergers and
acquisitions|

* Buy side
* Control premium
* Demerger
* Divestment
* Drag-along right
* Management due diligence
* Managerial entrenchment
* Minority discount
* Pitch book
* Pre-emption right
* Proxy fight
* Post-merger integration
* Sell side
* Shareholder rights plan
* Special-purpose entity
* Special situation
* Squeeze-out
* Staggered board of directors
* Stock swap
* Super-majority amendment
* Tag-along right
* Takeover
* Reverse
* Tender offer

Leverage|

* Debt restructuring
* Debtor-in-possession financing
* Financial sponsor
* Leveraged buyout
* Leveraged recapitalization
* High-yield debt
* Private equity
* Project finance

Valuation|

* Accretion/dilution analysis
* Adjusted present value
* Associate company
* Business valuation
* Conglomerate discount
* Cost of capital
* Weighted average
* Discounted cash flow
* Economic value added
* Enterprise value
* Fairness opinion
* Financial modeling
* Free cash flow
* Free cash flow to equity
* Market value added
* Minority interest
* Modigliani–Miller theorem
* Net present value
* Pure play
* Real options
* Residual income
* Stock valuation
* Sum-of-the-parts analysis
* Tax shield
* Terminal value
* Valuation using multiples

* List of investment banks
* Outline of finance

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