Rights Issues Explained: A Guide for Shareholders and Investors

A rights issue, also known as a “rights offering”, is a method that companies use to raise additional capital from their existing shareholders. It involves offering the right to purchase additional shares of the company’s stock at a discounted price while maintaining their proportional ownership in the company. 

This is how the rights issue process typically works:

1. 1. Announcement: The company announces its intention to conduct a rights issue, often through an exchange announcement. It may, or may not, involve a temporary trading halt by the exchange prior to the announcement for a specified period of time. The rights issue announcement includes details such as the number of additional shares being offered, the price at which these shares can be purchased (usually at a discount to the current market price), and the ratio of shares offered for each share held.
   2. Subscription Period: During a specified subscription period, existing shareholders can decide whether to exercise their rights to purchase the additional shares. The number of additional shares each shareholder is entitled to purchase is determined based on the ratio specified in the announcement.
   3. Discounted Purchase Price: The purchase price for the additional shares is typically lower than the current market price of the company’s stock. This discount serves as an incentive for shareholders to participate in the rights issue. For example, assume you already own 100 shares in Company A. Shares in Company A are currently trading at $25. The company wants to raise money, so it announces a rights issue at $20 a share, with the offer open for 30 days. It sets a conversion rate of one for five. This means eligible shareholders can buy one additional share for every five shares they currently own. The result is you can buy 20 new equity shares for $400, a discount of $100 on the current market price.
   4. Proportional Ownership: By participating in the rights issue, shareholders can maintain their proportional ownership in the company. If they choose not to participate, their ownership percentage might decrease as the total number of shares outstanding increases.

The Rights Issue Discount

The discount offered in a rights issue can vary widely depending on various factors, including the company’s objectives, current market conditions, and the urgency to raise capital. There is no standard discount that applies to all rights issues, and the discount offered can vary considerably, ranging potentially from around 10% to 40% below the current market price of the stock. Factors impacting the level of the discount offered include:

1. Company’s Financial Situation: If the company urgently needs to raise capital, it may offer a larger discount to incentivize participation.
2. Market Conditions: Prevailing market sentiment and volatility can influence the discount. In a bearish or uncertain market, a more significant discount might be required to attract investors.
3. Investor Sentiment: If the company is well-regarded and the rights issue is perceived positively, a smaller discount might suffice.
4. Purpose of Raising Capital: The reason behind the capital raise (e.g., funding an exciting growth opportunity versus covering debt) can impact investor interest and, therefore, the required discount.
5. Size of the Issue: The number of shares being issued can affect the discount. A larger issue might require a bigger discount to ensure full subscription.
6. Regulatory Considerations: In some jurisdictions, regulations might set guidelines or limitations on the discount that can be offered.

Recent examples of ASX rights issues

Rights issues are common. Here are a few examples from 2022 including the discount offered and purpose.

• Atlas Arteria Group (ASX: ALX) conducted a 1 for 1.95 non-renounceable rights offer to raise $3,098 million to fund its acquisition of a 66.67% interest in the Chicago Skyway toll road. 
• Domain Holdings Australia Ltd  (ASX: DHG) conducted a 1-for-12.33 non-renounceable rights offer to raise $180 million needed to acquire Realbase Pty Ltd, a real estate campaign management technology platform. 
• Regal Partners Ltd (ASX: RPL) conducted a 1-for-5 non-renounceable rights issue to increase the free float and shareholder base and fast-track the execution of its diversified growth strategy. 
• Healthia Limited (ASX: HLA) conducted a 1-for-12.5 non-renounceable rights issue to provide additional cash reserves to fund near-term acquisition opportunities and provide financial flexibility. 
• GUD Holdings Limited  (ASX: GUD) conducted a 1 for 3.46 non-renounceable rights issue in conjunction with an institutional placement in late 2021, raising $405 million to acquire AutoPacific Group, a designer and manufacturer of automotive and lifestyle accessories.

The Market Response to a Rights Issue: 

The market’s view of a rights issue can be influenced by several factors and can vary widely based on individual investor perspectives, market conditions, and the specific details of the rights issue. 

As part of the announcement and as previously referenced, it is in the company’s interest to effectively communicate the purpose and potential benefits of the rights issue to address investor and market concerns, so creating positive sentiment in an attempt to both support the current share price and encourage participation.

Positive Views:

1. Opportunity to Increase Ownership: Investors who believe in the company’s growth prospects might view a rights issue as an opportunity to increase their ownership at a discounted price. This can be seen as a way to acquire more shares at an attractive valuation level.
2. Capital Injection: A rights issue can provide the company with additional capital that it can use to fund expansion, invest in new projects, or reduce debt. If the market sees these moves as value-enhancing, it could view the rights issue positively.
3. Strengthened Financial Position: If the company uses the proceeds from the rights issue to improve its balance sheet or address liquidity concerns, the market may see it as a positive step toward financial stability.

Neutral Views:

1. Dilution Concerns: Existing shareholders might be concerned about potential dilution of their ownership if they choose not to participate in the rights issue. However, this concern might be mitigated if the discount offered in the rights issue is attractive enough to compensate for the dilution.
2. Market Conditions: The market’s overall sentiment and conditions can impact how a rights issue is perceived. In a bullish market, investors might be more willing to participate, while in a bearish market, they might be more cautious.

Negative Views:

1. Sign of Financial Difficulty: In some cases, a rights issue might be interpreted as a sign that the company is facing financial challenges and needs to raise capital urgently. This could lead to concerns about the company’s stability and future prospects.
2. Misallocation of Funds: If investors perceive that the proceeds from the rights issue are being misused or not being deployed in a value-accretive manner, it could lead to scepticism about the company’s management decisions.
3. Stock Price Reaction: The announcement of a rights issue can lead to a significant decline in the company’s stock price, especially if investors are concerned about potential dilution or question the company’s motives.

Summary: Participation in a rights issue is a strategic decision that must take into account multiple factors, and there is no one-size-fits-all answer. Shareholders considering participating in a rights issue should evaluate the discount in the context of their understanding of the company’s value and prospects, possibly in consultation with a financial professional.