HEY simon just loved your title😆 The main difference between both is that:- 1.Pvt placement applies to all companies whereas prefrential allotment applies to and done by public co(s) only. 2.Moreover,under pvt. placement a company can issue equity shares , convertible as well as non-convertible securities on the other hand under pref. allotment only eq.. shares and convertible sec. are allowed to be issued 3.Pvt placement limits on no. of offerees but prefrential allotment doesnt provide for such restriction. So these are core differences there would be more. Thanks