Rights Issues and Open Offers

Understand rights issues, open offers, nil-paid entitlements, subscription privileges, allotments, and unsubscribed shares.

Rights Issues and Open Offers explains how companies offer new shares to existing shareholders, how entitlements are exercised or transferred, and how untaken shares are allocated. The central questions are whether the entitlement is tradable, how much cash a holder must contribute, and what happens if the holder does nothing.

Terminology varies by jurisdiction. In UK usage, a rights issue generally uses renounceable, tradable nil-paid rights, while an open offer does not use a renounceable document. In U.S. rights offerings, subscription rights may be transferable or non-transferable according to the prospectus.

Choose the Right Term

TermUse it for
Rights IssueA proportional offer of new shares to existing holders, commonly with tradable rights in UK usage
Renounceable RightsTransferable subscription entitlements that can generally be exercised, sold, or transferred before expiry
Open OfferA proportional existing-holder offer whose entitlement is generally not separately tradable
Stock RightsThe short-lived subscription rights or entitlements used to buy shares under stated terms
Nil-Paid SharesTradable rights entitlements before the subscription price is paid
AllotmentThe number of securities assigned after valid subscriptions and allocation rules are applied
Oversubscription PrivilegeA conditional request for shares left after basic subscriptions
Unsubscribed SharesOffered shares not taken up through basic subscriptions by the deadline

A Common Numerical Model

The articles use a company with 100 million existing shares trading at $12 that offers 25 million new shares at $8 through a 1-for-4 issue.

  • Maximum gross proceeds: 25 million x $8 = $200 million
  • Post-issue shares if fully subscribed: 100 million + 25 million = 125 million
  • Theoretical ex-rights price: [(4 x $12) + (1 x $8)] / 5 = $11.20
  • Theoretical value of one entitlement to buy a new share: $11.20 - $8 = $3.20

These are mechanical estimates. Actual trading prices, transaction costs, taxes, allocation, and investor behavior can produce different results.

What a Shareholder Can Do

Depending on the documents, an eligible holder may exercise all or part of the entitlement, sell a transferable right, apply for extra shares, or allow an entitlement to lapse. An open-offer entitlement may not be sellable. A holder who neither participates nor receives compensation can lose percentage ownership when new shares are issued.

What to Verify

  • Record date, ex-rights date, entitlement ratio, subscription price, and expiration deadline.
  • Transferability, trading period, payment instructions, and treatment of fractions.
  • Basic subscription, oversubscription eligibility, proration, and refunds.
  • Underwriting or backstop terms and treatment of the rump or unsubscribed shares.
  • Gross and net proceeds, use of proceeds, and post-issue share count.
  • Jurisdictional restrictions, tax consequences, and treatment of excluded holders.

These pages are educational. Rights and open-offer decisions can involve loss of entitlement value, ownership dilution, market risk, tax consequences, and strict deadlines; use the official transaction documents and qualified advice where appropriate.

In this section

Choose a subsection first. Deeper term pages live inside each subsection, which keeps large topic hubs readable.

Allotment

Allotment is the assignment of a specified number of offered securities to an applicant after subscription and allocation rules are applied.

Nil-Paid Shares

Nil-paid shares are tradable rights-issue entitlements for which the subscription price has not yet been paid.

Open Offer

An open offer gives existing shareholders a proportional opportunity to buy new shares without a separately tradable entitlement.

Oversubscription Privilege

An oversubscription privilege lets eligible holders request shares left after other investors do not exercise their basic subscription rights.

Renounceable Rights

Renounceable rights are transferable subscription entitlements that holders can exercise, sell, or transfer before a stated deadline.

Rights Issue

A rights issue offers existing shareholders new shares in proportion to their holdings, commonly through tradable subscription rights.

Stock Rights

Stock rights are short-lived subscription entitlements to buy company shares under a specified ratio, price, and deadline.

Unsubscribed Shares

Unsubscribed shares are offered shares left after eligible investors do not fully exercise or complete their basic subscriptions.

Browse Corporate Finance