A rights issue is an offering of rights to the existing shareholders of a company that gives them an opportunity to buy additional shares directly from the company at a discounted price rather than buying them in the secondary market. The number of additional shares that can be bought depends on the existing holdings of the shareowners.
Features of a Rights Issue
Companies undertake a rights issue when they need cash for various objectives. The process may allow the company to raise money without necessarily incurring underwriting fees, although some rights issuances may be underwritten if the company wants to ensure the amount of capital raised.
These rights are normally distributed in the form of a dividend and the number of additional shares that can be purchased by the shareholders is usually in proportion to their existing shareholding. Rights may be fully or partially exercised by the holder.
A rights issue gives preferential treatment to existing shareholders, where they are given the right (not obligation) to purchase shares at a lower price on or before a specified date.
Existing shareholders also enjoy the right to trade with other interested market participants until the date at which the new shares can be purchased. The rights are traded in a similar way as normal equity shares.
Existing shareholders can also choose to ignore the rights; however, if they do not purchase additional shares, then their existing shareholding will be diluted post issue of additional shares.
Reasons for a Rights Issue
When a company is planning an expansion of its operations, it may require a huge amount of capital. Instead of opting for debt, they may like to go for equity to avoid fixed payments of interest. To raise equity capital, a rights issue may be a faster way to achieve the objective.
A project where debt/loan funding may not be available/suitable or expensive usually makes a company raise capital through a rights issue.
Companies looking to improve their debt-to-equity ratio or looking to buy a new company may opt for funding via the same route.
Sometimes troubled companies may issue shares to pay off debt in order to improve their financial health.
Example of a Rights Issue
Let’s say an investor owns 100 shares of Arcelor Mittal and the shares are trading at $10 each. The company announces a rights issue in the ratio of 2 for 5, i.e., each investor holding 5 shares will be eligible to buy 2 new shares. The company announces a discounted price of, for example, $6 per share. It means that for every 5 shares (at $10 each) held by an existing shareholder, the company will offer 2 shares at a discounted price of $6.
Investor’s Portfolio Value (before rights issue) = 100 shares x $10 = $ 1,000
Number of right shares to be received = (100 x 2/5) = 40
Price paid to buy rights shares = 40 shares x $6 = $ 240
Total number of shares after exercising rights issue = 100 + 40 = 140
Revised Value of the portfolio after exercising rights issue = $ 1,000 + $240 = $1,240
Should be price per share post-rights issue = $1,240 / 140 = $8.86
According to theory, the price of the share after the rights issue should be $8.86, but that is not how the markets behave. An uptrend in the share price will benefit the investor, while if the price falls below $8.86, the investor will lose money. The decline in share price can be attributed to several factors. Here are some of them:
It gives a signal to the market that the company may be struggling, which can be the reason the company issued shares at a discount.
By issuing more shares, there is dilution in the value of available shares.
Share capital increases depending on the rights issue ratio.
The company gets positive cash flow (from financing), which can be used to improve its operations.
Effective EPS, book value, and other per-share metrics decline because of the higher number of shares (see diluted EPS).
Market price gets adjusted (after book close) after the issuance of rights shares.
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