An OPS (public subscription offer) is the transaction in which a company issues new shares and offers them to the public to raise capital. It differs from an OPV in that the latter sells existing shares: in an OPS the money goes into the company; in an OPV the selling shareholders collect it.
OPS and OPV: how they differ
Both are public offerings and usually coexist in the same stock market debut, but they respond to different objectives. In an OPS, the shares offered are created from a capital increase; in an OPV, they come from the portfolio of shareholders who want to sell.
| Criterion | OPS | OPV |
|---|---|---|
| Shares offered | New, issued in a capital increase | Existing, from shareholders who sell |
| Who receives the funds | The company | The selling shareholders |
| Effect on capital | Increases; dilutes those who do not subscribe | Does not change; it only transfers ownership |
| What it is used for | To finance the business | To provide liquidity or an exit to shareholders |
In an IPO it is common to combine both: a tranche of OPS that provides capital to the company and a tranche of OPV that gives a partial exit to founders or funds. The proportion between tranches says a lot about the transaction: the more weight the OPS has, the more the money goes to the business and not to the sellers' pockets.
When does a company use an OPS
A public subscription offer makes sense when the company wants new capital from a broad public: a stock market debut with fundraising, a capital increase with a public tranche in an already listed company, or financing a growth plan that exceeds the capacity of current shareholders. Compared with a private placement, it gains reach and a shareholder base; in exchange, it assumes the public offering regime, with its information requirements, timelines, and preparation costs.
Prospectus and exemptions
A public offering of securities requires, as a general rule, a prospectus approved by the CNMV under the Prospectus Regulation (EU) 2017/1129: the document that describes the issuer, the security, and its risks so that the investor can decide with sufficient information.
There are exemptions that avoid the prospectus: offers directed only to qualified investors, to a limited number of recipients per Member State, with a high minimum investment per investor, or below the amount threshold. Since 5 June 2026, after the Listing Act, the amount exemption covers offers of up to 12 million euros. Being exempt from the prospectus does not exempt you from the rest of the framework: the offer is still for securities, and investor information remains subject to the general rules.
The STO as an alternative route
If the goal is to raise capital without going through the stock market, an STO allows you to structure the offer with securities represented on a distributed ledger, target the investors that matter, and take advantage of prospectus exemptions when the amount and the audience allow it. It is not a public subscription offer under another name: there is no admission to listing or stock market tranche, and the scope of the offer is defined by the issuer, not the market. The full comparison between going public and issuing tokenized securities, with the costs and timelines of each route, is in IPO vs STO.
Frequently asked questions
What is a public subscription offer?
A public subscription offer is the transaction in which a company issues new shares, from a capital increase, and offers them to the public to raise financing. The money raised goes into the company itself, unlike in a public sale offer, where the selling shareholders receive it.
What is the difference between a public subscription offer and a public sale offer?
In a public subscription offer, new shares are offered and the funds go to the company, which increases capital. In a public sale offer, existing shares are sold and the funds go to the selling shareholders. A stock market debut can combine both: one tranche that finances the company and another that gives existing shareholders an exit.
Does a public subscription offer need a prospectus?
As a general rule, yes: a public offering of securities requires a prospectus approved by the CNMV under the Prospectus Regulation. There are exemptions based on type of investor, number of recipients, or amount: since 5 June 2026, offers of up to 12 million euros may be exempt.
Doubts between a public offering and a directed issue? Take the issuance diagnosis (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
