Subscription ratio in stock corporation law
In stock corporation law , a subscription ratio describes the right of an existing shareholder to acquire new shares in the event of a capital increase in relation to the shares already held . The subscription rights themselves can, but do not have to be, tradable. The issuer is responsible for making the decision .
The subscription ratio results from the ratio of the previous share capital to the increase capital. The Annual General Meeting confirms what, under German law, requires a 75% majority of shareholders with voting rights. Together with the subscription right (according to the Stock Corporation Act), it serves to ensure that existing shareholders can continue to maintain the majority after a capital increase in the stock corporation and that they do not suffer from the dilutive effect .
For example, if a company increases its share capital from € 500 million to € 600 million, the ratio of old to new capital is [old: (new-old)] = 500: 100 = 5: 1
That means: for every five old shares there is one new share. Each shareholder receives a subscription right for a new share for each old share in his possession. In the example given, five subscription rights are required to purchase a new share. The arithmetical value of a subscription right is thus derived from the difference between the market price of the shares before the capital increase and the market price of the shares after the capital increase.
If trading in subscription rights is excluded and not all shareholders make use of their subscription right, the remaining shareholders may acquire shares in addition to their subscription rights, in which case it can therefore be quite successful to order more shares than one is entitled to under the subscription right.
In addition to the usual spelling of the subscription ratio in Germany, the Anglo-Saxon countries also often use the spelling 6-5 or 6 to 5 , i.e. H. 6 shares (held after exercising subscription rights) for 5 shares (held before exercise). The subscription ratio is identical, since here too the shareholder has the right to purchase a new one for five old shares.
Subscription ratio for warrants
The subscription ratio for warrants (also known as the option ratio) indicates the number of warrants that are required to purchase one unit of the underlying at the securitized price. In the case of warrants, the ratio indicates the ratio of the underlying value per warrant, i.e. how many underlyings can be acquired per warrant at the securitized price. The ratio is the reciprocal of the subscription ratio, which in turn expresses how many warrants are required to be able to acquire 1 base value at the securitized price.
- For currency warrants, the ratio is usually 100 = 100: 1 and the equivalent is the subscription ratio 0.01 = 1: 100. So the ratio says that 100 base values can be acquired with one warrant and the subscription ratio that 0.01 warrants are required for one base value. However, since you cannot trade fragments of warrants, 100 times the base value are always moved when the warrant is traded.
- In the case of stock option certificates, the ratio is z. B. specified with 0.2 = 1: 5, i.e. H. 1 warrant refers to the 0.2th share of the price difference between the share price and the securitized base price of the warrant. The subscription ratio is therefore 5 = 5: 1 and expresses that 5 warrants are required in order to be able to acquire one share at the certified price in the warrant. So you always trade in multiples of 1/5 of the price difference via the warrant.