Open Offer
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An Open Offer (German: open offer ) is a special form of a tender offer, in which the seller of an object as Open Offer represents an offer, the counterparty mandatory obligation for acceptance of the offer to a decrease, the seller, however, reserves the right to offer can still be withdrawn within a certain period of time, even after acceptance by the other party.
Open offer for capital increases
In connection with capital increases , an open offer refers to a transaction that is very similar to the rights issue . As with the rights issue , the existing shareholders receive a subscription right to purchase the new shares in accordance with their stake . However, this subscription right can only be accepted and not sold to third parties, since the subscription rights offer is aimed exclusively at the existing shareholders and does not represent a documented and therefore not a salable right.
Almost always doing the Open Offer in connection with a conditional placement ( conditional placing ) instead. In this case, in advance of or at the beginning of a capital increase with subscription rights, a contract is concluded with a third party on the purchase of all shares that are not accepted by the shareholders within the subscription period . This offers the company and the placing banks, on the one hand, the early security that all unsubscribed shares will be successfully placed and, at the same time, the investor, who acts as a third party, the security of receiving all unsubscribed shares at firmly agreed conditions.
A major advantage of the procedure described is that the shares that may not be subscribed are sold in advance at a price, usually with a small discount to the current market price. In the case of a low take-up ratio of the existing shareholders, this low willingness to buy often signals a low level of interest in the share, which means that remaining new shares have to be provided with a larger discount in order to find buyers. However, since this sales price was fixed beforehand in the case of an open offer, the company can be certain of the exact amount of the cash inflows at an early stage.
Special variant
A second variant of the open offer for capital increases provides that the existing shareholders are in turn requested to submit binding offers for the acquisition of a certain number of subscription rights and the capital increasing company, similar to the bookbuilding for an IPO , only decides at the end of the subscription period, which shareholders will receive shares that have been requested but exceed their pro-rata subscription rights.
Open offer for transactions with a central counterparty
Derived from English law, an open offer also describes the concept of trading through a central counterparty . The market participants do not act directly, but transmit their buy and sell offers indirectly to the exchange, which then compares them (“matching”) and assigns suitable offers from two sides accordingly.
See also
Individual evidence
- ↑ Korteweg, Arthur et al. (2003) The choice between rights-preserving issue methods (page 4)
- ↑ a b http://moneyterms.co.uk/open-offer/
- ↑ Archived copy ( Memento of the original dated December 24, 2005 in the Internet Archive ) Info: The archive link has been inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice.
