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Non-renounceable rights: Explained

BY TIO Staff

|August 12, 2024

In the sphere of trading, the term 'non-renounceable rights' holds a significant place. It is a concept that is often encountered in the realm of securities trading, particularly when a company decides to issue new shares to raise capital. This article will delve deeply into the intricacies of non-renounceable rights, providing a comprehensive understanding of the term.

Non-renounceable rights are a type of rights issue where existing shareholders are given the opportunity to purchase additional shares in a company, usually at a discount, before they are offered to the public. The term 'non-renounceable' signifies that these rights cannot be sold or transferred to another investor. In other words, the shareholder either exercises the rights by purchasing the additional shares or lets them expire.

Understanding Non-Renounceable Rights

To fully comprehend the concept of non-renounceable rights, it is essential to understand its context within the broader framework of a rights issue. A rights issue is a method used by companies to raise capital. In a rights issue, the company offers new shares to existing shareholders, usually at a discount to the current market price. This is done to incentivize shareholders to buy the new shares.

The rights that are issued to the shareholders are known as 'rights entitlements'. These rights entitlements can either be renounceable or non-renounceable. In the case of renounceable rights, the shareholders can sell their rights to other investors if they do not wish to buy the new shares. However, in the case of non-renounceable rights, this option is not available. The shareholders either exercise the rights by buying the new shares or let them expire.

Benefits of Non-Renounceable Rights

Non-renounceable rights offer several benefits to both the company issuing them and the shareholders. For the company, it is a way to ensure that the capital raised stays within the existing shareholder base. This can be particularly beneficial for smaller or less well-known companies that may find it harder to attract new investors.

For the shareholders, non-renounceable rights offer the opportunity to increase their stake in the company at a discounted price. Since these rights cannot be sold, there is less competition for the new shares, which can potentially lead to a higher uptake of the offer.

Drawbacks of Non-Renounceable Rights

Despite the benefits, non-renounceable rights also have certain drawbacks. The primary disadvantage is that they can potentially lead to a dilution of ownership for shareholders who do not exercise their rights. Since the rights cannot be sold, shareholders who do not wish to or cannot afford to buy the new shares can only watch their rights expire, which can lead to a reduction in their stake in the company.

Another potential drawback is that non-renounceable rights can put pressure on shareholders to buy the new shares, even if they may not necessarily want to. This is because the alternative is to let the rights expire, which can lead to a dilution of their ownership stake.

Non-Renounceable Rights in Practice

In practice, non-renounceable rights are typically offered to shareholders via a document known as a 'rights issue offer document'. This document contains all the details of the rights issue, including the number of rights being issued, the price at which the new shares can be bought, and the deadline by which the rights must be exercised.

Once the rights are issued, shareholders have a certain period of time, usually a few weeks, to decide whether they want to exercise their rights and buy the new shares. If they decide to do so, they need to pay the specified price for the new shares. If they decide not to exercise their rights, the rights simply expire at the end of the specified period.

Example of Non-Renounceable Rights

Let's consider a hypothetical example to illustrate how non-renounceable rights work in practice. Suppose a company decides to issue 1,000,000 new shares via a non-renounceable rights issue. The company has 10,000,000 existing shares, and each shareholder is given one right for every ten shares they own.

A shareholder who owns 100,000 shares would therefore receive 10,000 rights. If the price of the new shares is set at $1, the shareholder can exercise their rights and buy the new shares for a total of $10,000. If the shareholder decides not to exercise their rights, the rights would simply expire.

Impact of Non-Renounceable Rights on Share Price

Non-renounceable rights can have an impact on the share price of a company. When a company announces a rights issue, it can lead to a drop in the share price. This is because the market anticipates an increase in the number of shares, which can dilute the value of the existing shares.

However, the actual impact on the share price can depend on various factors, including the terms of the rights issue, the reason for the capital raising, and the overall market conditions. In some cases, the share price may recover after the rights issue if the market perceives the capital raising to be beneficial for the company's future growth.

Non-Renounceable Rights vs Renounceable Rights

As mentioned earlier, rights entitlements can either be renounceable or non-renounceable. The key difference between the two lies in the ability of the shareholder to sell their rights. In a renounceable rights issue, the rights can be sold or transferred to another investor. This provides the shareholder with more flexibility, as they can choose to sell their rights if they do not wish to buy the new shares.

On the other hand, in a non-renounceable rights issue, the rights cannot be sold. This can be seen as a disadvantage for shareholders who do not wish to or cannot afford to buy the new shares. However, it can also be seen as an advantage, as it reduces competition for the new shares and can potentially lead to a higher uptake of the offer.

Choosing Between Non-Renounceable and Renounceable Rights

When a company decides to issue new shares via a rights issue, one of the key decisions it needs to make is whether to make the rights renounceable or non-renounceable. This decision can depend on various factors, including the company's capital raising needs, the characteristics of its shareholder base, and the overall market conditions.

For example, if the company wants to ensure that the capital raised stays within the existing shareholder base, it may choose to issue non-renounceable rights. On the other hand, if the company wants to attract new investors, it may choose to issue renounceable rights, as this allows existing shareholders to sell their rights to other investors.

Investor Considerations

From an investor's perspective, the decision to exercise non-renounceable rights can depend on various factors. These can include the investor's view on the company's future prospects, the price at which the new shares are being offered, and the investor's own financial situation.

Investors need to carefully consider these factors before deciding whether to exercise their rights. If they believe that the company has strong future prospects and that the new shares are being offered at a good price, they may choose to exercise their rights and buy the new shares. On the other hand, if they have doubts about the company's future or if they believe that the new shares are overpriced, they may choose to let their rights expire.

Conclusion

Non-renounceable rights are a key concept in the world of trading, particularly in the context of rights issues. While they offer certain benefits, such as the opportunity to buy additional shares at a discount, they also have certain drawbacks, such as the potential for ownership dilution.

Understanding the concept of non-renounceable rights can help investors make informed decisions when they are offered these rights. By considering factors such as the company's future prospects, the price of the new shares, and their own financial situation, investors can decide whether to exercise their rights or let them expire.

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TIO Staff

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