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

Tokyo Stock Exchange

The , called or TSE for short, is located in Tokyo, Japan and is the third largest stock exchange in the world by aggregate market capitalization of its listed companies...

).

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. Changes in regulations introduced in 1989 allowed this form of public offering by foreign companies published, audited financial statements

Financial statements

A financial statement is a formal record of the financial activities of a business, person, or other entity. In British English—including United Kingdom company law—a financial statement is often referred to as an account, although the term financial statement is also used, particularly by...

 and with stock that is (or will be) listed on a foreign stock exchange

Stock exchange

A stock exchange is an entity that provides services for stock brokers and traders to trade stocks, bonds, and other securities. Stock exchanges also provide facilities for issue and redemption of securities and other financial instruments, and capital events including the payment of income and...

 which satisfies the requirements of the FSA

Financial Services Agency

The is a Japanese government organization responsible for overseeing banking, securities and exchange, and insurance in order to ensure the stability of the financial system of Japan. The agency operates with a commissioner and reports to the Minister of Finance. It oversees the Securities and...

.

Notable POWL issuance

Equity offerings via POWL have been a common part of Asia

Asia

Asia is the world's largest and most populous continent, located primarily in the eastern and northern hemispheres. It covers 8.7% of the Earth's total surface area and with approximately 3.879 billion people, it hosts 60% of the world's current human population...

 regional public offerings since the early 1990s, with Japanese investors often taking more than 20% of the offering through this format. ICBC

ICBC

ICBC may stand for:*Industrial and Commercial Bank of China , world's largest bank, based in Beijing*Inter-Collegiate Business Competition, An undergraduate business case competition hosted by Queen's University in Kingston, Ontario, Canada...

 and Bank of China (Hong Kong)

Bank of China (Hong Kong)

Bank of China Limited is the second-largest commercial banking group in Hong Kong in terms of assets and customer deposits, with more than 300 branches in Hong Kong. It was established on 1 October 2001 from a merger of 12 subsidiaries and associates of the Bank of China in Hong Kong, and listed...

used this format to allow their domestic public offerings to spread into Japan.