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Introduction
In a rights issue, the offering and placement begin following the disclosure of the Prospectus and the release of the notice for the exercise of subscription rights of the new shares to be issued.
The offering period normally takes 3 weeks, considering the period of no less than 15 days that is legally granted to shareholders for the exercise of their subscription rights. The subscription right is granted for each share held by the shareholders. The Company defines the number of new shares that each shareholder may subscribe. Accordingly, shareholders will have the right to subscribe new shares proportionally to the number of shares they hold at the beginning of the offer period.
During the offering, the shareholders may subscribe the new shares or can sell their pre-emptive rights privately or in the stock exchange.
Due to the offering being limited to shareholders, management roadshows are less frequent and less expensive. Nonetheless, the Issuer may find it valuable to proceed with the roadshow, depending on the size of the offering, to boost investors’ interest. For more information on roadshow please refer to chapter ‘4.1.3.1. Management roadshow’.
Pricing
Contrarily to what happens in an IPO, the Company’s shares have a market price. Rights issues normally take place at a discount to the share price on the day of the relevant corporate resolution approving the issue, to encourage investors to exercise their rights of subscription of new shares.
Additionally, the subscription price must often be set lower than the share price in the market to take into account that the share price may fall below the subscription price.
Allocation of the new shares
The new shares are distributed among the holders of subscription rights in the Offer as follows:
► pursuant to the exercise of subscription rights, each shareholder is entitled to subscribe the number of new shares that results from the application of the factor to the number of subscription rights held by such shareholder (or holder of subscription rights) at the moment of subscription and which it has declared its intention to exercise; and
► the new shares not subscribed for are to be allotted to holders of subscription rights that have expressed their intention to subscribe for more new shares than those they are proportionally entitled to subscribe for pursuant to their subscription rights, pro rata to their exercise of such rights.
Assessment of Results, Settlement and Listing
At the end of the offer’s period, the results are immediately assessed and disclosed, either by the financial intermediary assembling all the acceptance statements, or in a Euronext’s special public session of the market.
Prior to Admission to trading, the Company needs to proceed with the registration of the share capital increase through the Offering with the competent commercial registry office, a formality necessary for the settlement of the offer.
The shares will only be effectively admitted to trading on the stock market once the offering period finishes, the Comercial register is concluded, and the settlement and delivery have been finalized.
