So that existing shareholders are not subject to the dilution effect , the legislature has provided that, as a rule, existing shareholders must be granted a two-week subscription right for all capital increases. This can only be excluded in special cases. The prerequisite for these special cases is that the general meeting of the stock corporation has approved this exclusion of subscription rights accordingly and that the amount of the capital increase in Germany does not, for example, exceed 10% of the share capital .
In addition, it was established as early as the 1960s that many companies are apparently using a rights issue by underpricing new shares as a hidden dividend increase.
Implementation of rights issues
After the shareholders at the general meeting of a stock corporation have authorized the management board to carry out a capital increase with subscription rights (see authorized capital ), the management board can decide to implement a corresponding capital measure together with the supervisory board . With the disclosure requirements that come into effect with the resolution , the subscription period is also announced in which the existing shareholders can make use of the subscription rights to acquire the new shares equivalent to their share of the shares .
Within the following subscription period, which in Germany is at least two weeks, but usually exactly two weeks, the existing shareholders can then decide whether or not to make use of the prerogative to acquire the new shares. In principle, the existing shareholders also have the right to sell their subscription rights, since these are securitized rights , contrary to the subscription rights in an open offer . However, trading in subscription rights on the stock exchange is not required by law and is therefore not set up by the syndicate banks for every rights issue .
At the end of the subscription period, it is determined how high the final acceptance rate of the existing shareholders (also take-up ratio ) was. The remaining shares, which are referred to as "rump", are then placed in the market with interested investors as a private placement of unsubscribed shares ("rump placement") , usually via accelerated bookbuilding . There is often a bank consortium that guarantees the successful placement of these remaining shares in the form of underwriting .
Situation in other countries
Situation in Switzerland
In Switzerland too, both an ordinary capital increase, which is decided directly by the general meeting, and the creation of an approved or conditional chapter are possible. Both resolutions require a 2/3 majority of the voting rights present at a general meeting. In Switzerland, rights issues are almost always mandatory for capital increases, which means that rights issues make up a comparatively very high proportion of the types of capital increase in Switzerland. An exclusion of subscription rights is only possible in special cases, such as B. the financing of an acquisition or to use the shares for employee share programs.
- Capital increase
- Subscription right
- Exclusion of subscription rights
- Subscription rights trading
- Young share
- Open Offer
- Stock peak
- Subscription period
- Archive link ( Memento of the original dated December 6, 2008 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice.
- Bernhard V. Falkenhausen, Ernst C. Stiefel : Shareholders' Rights in German Corporations (AG and GmBH). 1961, page 421
- Must be done within 3 months
- The capital increase at Aktiengesellschaft (Switzerland) ( page no longer available , search in web archives ) Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice.