The additional issue as a procedure applicable to securities is important not only for the issuing company, but also for the investor. Moreover, the effect for different parties is exactly the opposite. For an issuer, this is a way to attract additional capital, but for an investor in shares, these are potential losses.
The concept of additional issue
Emission (issue) is a series of actions regulated by law aimed at the placement of securities.
Accordingly, the Additional issue is the same procedure, but in relation to the additional issue.
To explain it we can use the following abstract example.
Let's say a certain joint-stock company (JSC) has an authorized capital with a nominal value of $200,000, consisting of 20,000 ordinary shares with a par value of $10 each. 20,000 is the issue of ordinary shares. JSC intends to issue an additional 25,000 ordinary shares. To do this, the JSC must make an additional issue of this issue, the main point of which is the placement. The meaning of all the other stages of the issue is to give the additional issue an official status, i.e. confirm that it was made in strict accordance with the requirements of the law, and its shares may be subject to civil turnover.
If all 25,000 shares have found their buyers, then the additional issue is fully placed. As a result of the additional issue, the amount of the authorized capital of the JSC will amount to $450,000 - 45,000 ordinary shares with a par value of $10.
Companies are divided into public and non-public. A public company has the right to sell shares by open subscription, in other words, everyone can participate in the acquisition of a company's share. Technically, this happens through the addition clause. the issue on the stock exchange. A non-public company does not have such a right.
Therefore, we will only talk about public societies.
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Reasons for additional issue
Let's consider the most typical reasons for conducting an additional issue of shares:
Attracting additional funds to the business.
The main purpose of the additional issue of shares is to attract additional gratuitous funds by the company, which arise due to the purchase by existing shareholders of an additional issue of shares or the purchase of shares by "new" investors. The funds from this operation are received directly by the company itself and can be used to repay debt, implement major investment projects, replenish working capital, etc. Often the purpose of using these proceeds is indicated by the company in the issue documents.
The money received does not require a refund, is not subject to any interest (as, for example, in the case of a loan). The loan provides for the return of the funds raised and the payment of interest for its use. Bond issues, as an analogue of a loan, also provide for repayment (repayment of the nominal value) and the costs of using borrowed funds (payment of coupon income to investors). That is, the benefit of an additional issue in comparison with a bank loan or a bond issue is obvious.
Consolidation of blocks of shares
Often, an additional issue is carried out to consolidate shares with majority shareholders.
Let's go back to the previous abstract example.
Let's assume that out of 20,000 ordinary shares of JSC, 5,000 belong to minority shareholders. As a rule, minority shareholders do not participate in shareholder meetings. But they own 25% of the voting shares (5000 : 20,000). And this is the so-called blocking package, which makes it possible to prevent the assembly from making some of the most important decisions. And there is a threat that there is a certain strategic investor who intends to buy up the entire package from minority shareholders.
The legislation provides an opportunity to sell an additional issue not only by open, but also by closed subscription, that is, exclusively to a limited circle of people. Majority shareholders owning 15,000 thousand, or 75% (15,000:20,000) of the voting shares of the JSC are quite capable of ensuring that the shareholders' meeting decides on an additional issue by closed subscription. In this case, most likely, all additional shares will go to the majority shareholders and will be distributed as follows: 40,000 - from the majority shareholders and 5,000 from the minority shareholders. But this will be just over 11% of the company's voting shares instead of the previous 25%. The weight of minority shareholders' shares in the authorized capital of the Joint-stock company will also change. There will be a so-called dilution of shares.
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Meeting the requirements for the minimum size of the authorized capital
Most often, the additional issue is made on the initiative of the company itself. But there are situations when this procedure acts as a forced measure. For example, this happens when the legislator changes the requirement for the minimum amount of authorized capital. Then non-compliance with the requirements for the minimum amount of the authorized capital entails either the liquidation of the company, or a ban on engaging in the type of activity for which this amount is established.
The authorized capital of the company is the sum of the nominal values of all shares of the company. Accordingly, any change in it automatically entails a similar modification in the composition of shares and vice versa. It should be emphasized that the additional issue always occurs simultaneously with the increase in the authorized capital. This is how it differs, for example, from split.
In the example already given, the number of shares increased by 25,000 at $10 each. The authorized capital has also grown by $250,000.
The reason for the forced additional issue for banks may be the provision of capital adequacy standards, which are established and periodically tightened by the regulator.
Procedure for additional issue of shares
Stage 1. The decision on the additional issue of securities and the accompanying increase in the authorized capital
It is adopted by the shareholders' meeting or the Board of Directors, if it has the right to do so in accordance with the company's Charter.
In our abstract example, it may look something like this: "To increase the authorized capital of the company to $450,000 by an additional issue of ordinary undocumented shares in the amount of 25,000 pieces with a nominal value of $10 each."
The additional issue may not exceed the number of declared shares of the company, which is reflected in the charter. If there is no provision on the announced shares in the charter or they are indicated less than the additional issue, then it is impossible to conduct an additional issue.
However, this prohibition is easily overcome - decisions on increasing the authorized capital and on introducing provisions on announced shares into the Charter can be taken simultaneously.
For our abstract example, it might look something like this:
- To increase the authorized capital of the company to $450,000 by an additional issue of ordinary undocumented shares in the amount of 25,000 pieces with a nominal value of $10 each.
- To supplement the Charter of the company with the following paragraph: "The declared shares of the company amount to 50,000 pieces of ordinary undocumented shares with a par value of $10 each."
Read more: IPO of a company - mechanism, examples & strategies
Stage 2. Approval of the decision on the additional issue
The Board of Directors approves the decision on the additional issue of securities.
This decision reflects the type of shares to be placed, their nominal value, the rights of the owners, and other information.
Stage 3. State registration of an additional issue of securities
The regulator, at the request of the issuer with the attachment of a whole package of documents, conducts state registration of an additional issue of shares.
Any securities that have not passed state registration cannot be placed.
Read more: What is the Board of Directors of the company?
Stage 4. Placement of an additional issue
It is possible to place an additional issue on the exchange with an open subscription or among a limited number of persons with a closed subscription only after state registration and for no more than one year. This period may be extended by the issuer.
The price of additional shares can be specified at any time, starting from the first stage, but without fail before the start of the placement.
Any investor has the right to purchase a part of an additional issue in proportion to the size of his block of shares of this type – the so-called pre-emptive right. In our example, minority shareholders would have the right to purchase 25% of the additional issue, that is: 25,000 x 0.25 = 6250 pcs.
In order to sell additional shares on the basis of a pre-emptive right, the price may be reduced by 10% or less.
It would seem that the preemptive right may lead to the placement of the entire additional issue only among existing shareholders, and other persons will not get anything from it. But in practice, this almost never happens.
Read more: Issuer of securities: definition, types and features
Stage 5. State registration of the report on the results of the additional issue of shares
This is the final stage of the additional issue. The issue is deemed to have failed and is cancelled if none of its shares have been sold.
As you can see, additional issue is a very long process. The issuer must inform about each of its stages on its official website. Therefore, the market usually learns about the additional issue long before the sale of additional shares has actually begun, and reacts only to the intention to produce it.
Features of additional issue of shares with the help of convertible bonds
The Company has the right to place an additional issue not only on the basis of subscription, but also by conversion. The meaning of the second option is reduced to the issue of securities by the company, which are then converted, i.e. converted into shares. The most frequent case is the issue of convertible bonds.
Convertible bonds are practically no different from ordinary issues. But these bonds can bring coupon income, which, as a rule, is lower than for ordinary bonds, or even zero.
The issuer can establish either the investor's right to unconditional conversion, i.e. the exchange of bonds for shares at any time, or determine a specific period in which conversion is possible, or make the possibility of conversion dependent on the occurrence of certain conditions.
When converting, the share price is set, as a rule, higher than the market price prevailing at the time of the bond placement. The difference is the conversion premium.
Obviously, if an investor expects to receive income from an increase in the share price, then he must convert into shares when the increase in stock quotes exceeds the conversion premium.
Repayment of convertible bonds, depending on how the issuer has determined in the terms of placement, can be made:
- Exclusively by transferring shares to the investor.
- Shares or cash.
- Only in cash, if the investor has not converted the bonds in the allotted period.
Benefits of convertible bonds for the issuer:
- The repayment of convertible bonds, unlike ordinary ones, is carried out almost free of charge and is reduced to the costs of additional issue of shares.
- The cost of servicing convertible bonds is less than ordinary bonds due to low coupon income.
- The additional issue of shares, which can be postponed for a period when conversion becomes possible, costs significantly more than the issue of bonds.
The benefits of convertible bonds for the investor:
- Investing is less risky than in stocks. The investor is guaranteed to receive coupon income and the nominal value of the bond or its equivalent in shares upon repayment.
- An investor can receive additional income if the stock price rises significantly.
Investor's risks:
- The usual risks of investing in bonds;
- A drop in the stock price that is not covered by coupon income.
Read more: How to participate in an IPO
The value of the additional issue for investors
The additional issue is primarily beneficial for companies and in most cases entails negative consequences for the owners of shares. The main negative point here is the dilution of the package owned by the investor. The number of shares in this package does not change. But the total number of shares as a result of the additional issue increases, the share of the investor's package decreases. Proportionately, the proportion of votes at the shareholders' meeting decreases, if it is a question of ordinary shares, as well as the share of the company's profit attributable to the investor's package. If the company's profit remains stable, then the amount of dividends due to the investor will also decrease.
Of course, these negative consequences can be eliminated by exercising the pre-emptive right to acquire a share of the additional issue. Thus, the specific weight of the investor's package can be restored. But this, as they say, is for a fee.
Let's return to our abstract example. The company had 20,000 ordinary shares, of which 5,000 belonged to minority shareholders. Additional issue - 25,000 shares. After its placement, the total number of shares became 45,000. If the pre-emptive right is not exercised, the minority shareholders' share in the total number of shares will decrease from 25% (5,000 : 20,000) to 11% (5 000 : 45 000). In the same ratio, the votes at the meeting and the share of profits attributable to minority shareholders will decrease.
Under the pre-emptive right, minority shareholders can purchase 25% of the shares of the additional issue: 0.25 x 25,000 = 6250. Then they will own 5,000 + 6250 = 11,250 shares.
25% (11,250 : 45,000) of the total number of shares will be restored. But to do this, you need to pay 6,250 shares at the placement price. By the way, this price, as already noted, may be unknown until the very beginning of the placement. That is, investors must submit statements of intent to exercise the pre-emptive right, not yet knowing what it will cost.
The Board of Directors usually analyzes the market situation until the last moment and decides on the placement price literally at the last moment, trying to determine the golden mean: the price should be as high as possible, but such that investors will buy up the entire issue.
Due to the above reasons, during the additional issue, stock quotations in the vast majority of cases fall. At the same time, the market price does not react to the placement of the additional issue itself, but to the announcement and even rumors about the upcoming additional issue.
Read more: Listing of securities on the stock exchange
Additional issues of Tesla
Tesla (TSLA) in 2020 carried out as many as 3 additional issues for $2 billion, for $5 billion and another $5 billion, which were announced on February 12, September 1 and December 8, respectively.
After each announcement, there was a drop in quotations, which was soon replaced by growth. Moreover, after December 8, the drop was insignificant and was very quickly replaced by an increase in the price.
Many factors played a role here – both the successful launch of new projects of the company, and the historic break-even, and investors' faith in the great prospects of the company, and the actions of speculators could not do without.
To sum up, the additional issue is in most cases a negative signal for stock quotes and for investors who suffer losses, firstly, on the decline in the exchange value of shares, and secondly, receive a smaller amount of dividend payments. Usually, the market reacts quite sensitively even to news about an additional issue that has not been approved by the board of directors. On the price chart, the additional issue is reflected by a correction. Some investors try to immediately get rid of such shares at the first news. But this is fundamentally wrong! The choice of stocks must necessarily be based on a fundamental assessment of the company and the search for growth drivers in the future. Additional emission is a local factor. And on the example of real cases, we saw that the market reaction to the additional issue has a short-term effect. If the drawdown turned out to be "protracted", then there you need to look at a combination of factors. The additional issue in no way indicates the unreliability of the company and does not reduce its fundamental valuation.
In addition, not always an additional issue is a negative. An additional issue may lead to an increase in free-float, which means liquidity. And for some companies, it's also a chance to enter the index. Therefore, if the dilution is small, then in certain cases it may not be perceived as an unambiguous negative. Or, when a block of shares on an additional issue is placed above the market.
In addition, for investors, the announcement of an additional issue and a decrease in the exchange rate value of shares can serve as a good entry point if the company contains a valuable investment idea.
Read more: How to invest in stocks and what you need to know
The difference between an additional issue of shares from a split, SPO and IPO
There are many terms related to the issue of securities – IPO, SPO, split - in publications on stock topics. And this diversity sometimes misleads investors. But the additional issue should not be confused with the split, IPO and SPO. Each of these procedures differs in its content, prerequisites and consequences. Let's look at the fundamental differences between these procedures.
IPO procedure - initial public offering
IPO - Initial Public Offering - translates as initial public offering and means the first sale of the company's shares on the stock exchange.
The company receives additional funds from the IPO. IPO and additional issue have significant differences. Firstly, both public and non-public companies can conduct an additional issue, and IPOs are only companies that have the legal status of public. Secondly, the additional issue can be carried out both by open and closed subscription, and the IPO – exclusively by open. Thirdly, an additional issue can replenish a block of shares already placed on the stock exchange. In this case, we are dealing with FPO (Follow-on Public Offering). An IPO means that the company's shares appear on the stock exchange for the first time.
Finally, the additional issue in most cases negatively affects the interests of shareholders, dilutes their packages, negatively affects quotations if these shares are already traded on the stock exchange. And the IPO does not affect the interests of participants in exchange trading, who simply do not have shares of the company before the IPO, and there is no drop in quotations, which are also absent before the IPO.
Read more: What is a stock split? Why do companies split their shares
SPO procedure - secondary placement of shares
SPO - secondary public offering - translates as secondary public offering; secondary – second, secondary. It follows that the shares are placed publicly, and this placement is made in addition to those shares that are already traded on the stock exchange. With the SPO, no new shares are created, the authorized capital is not increased, and shares are sold by the founders of the company on the stock exchange. Therefore, SPO has nothing to do with the additional issue.
SPO was carried out by many all high-tech companies in the USA. The founders of Microsoft Corporation have done this repeatedly.
The company does not have any income from SPO. All proceeds go to the shareholder who sells his shares on the stock exchange. SPO increases the number of shares of the relevant issuer that are traded on the exchange, increasing their liquidity.
Split procedure - division of shares
Very often, an additional issue and a split of shares are identified, although the consequences for the investor are radically different from each other. Indeed, outwardly these procedures are similar to each other, because their consequence is an increase in the number of shares of a particular issuer. But with an additional issue, this increase occurs due to the issuance of new shares, in addition to existing ones. At the same time, the issuer's authorized capital is necessarily increased, and most often there are negative consequences for investors who own shares of the company.
The increase in shares during the split is not due to an additional issue, but due to the fragmentation of existing shares while maintaining their total value, both as a whole and for each shareholder. The size of the authorized capital does not change. Split does not violate the interests of investors in any way.
Read more: What is delisting on the stock exchange?
Conclusion
Additional emissions are quite common. Its main goal is to attract additional funds by the company. The procedure of additional issue is regulated in detail by the legislation.
The additional issue can be carried out directly by placing an additional issue of shares or by means of convertible bonds. A distinctive feature of the additional issue is the accompanying increase in the authorized capital of the issuer.
The additional issue creates significant risks for the investor: the block of shares is eroded, their possible dividend yield decreases. Inexperienced investors often try to quickly sell shares of companies that have announced an additional issue - so as not to incur a loss. But we have seen in real cases that the effect of additional issues on the stock price curve is often temporary.