Valuation of Rights Issue of Share

Rghts issue allows existing shareholders to maintain their proportionate ownership in a company by purchasing additional shares at a discounted price before they are offered to the public. This method ensures that shareholders are not diluted due to the issuance of new shares. It is an effective way for companies to raise funds without incurring debt. Shareholders can either exercise their rights, sell them in the market, or let them lapse if they do not wish to participate in the offering.

Need for Valuation of Rights Issue:

  • It helps in determining the fair price of the rights and whether it is beneficial for shareholders to subscribe.

  • Ensures transparency and fairness in the issuance process.

  • Helps investors decide whether to subscribe, sell, or ignore the rights.

  • Assists companies in setting the right issue price to attract sufficient subscription.

  • Prevents market distortions by ensuring that the issue price is competitive.

Formula for Valuation of Rights Issue:

The theoretical value of rights is calculated using the following formula:

Theoretical Ex-Rights Price (TERP) = [(Old Shares × Market Price) + (New Shares × Issue Price)]Total Shares After Issue

Value of Right per Share = Market Price Before Rights Issue − TERP

Where:

  • Market Price = The prevailing market price of the share before the rights issue.

  • Issue Price = The price at which new shares are issued.

  • Old Shares = Number of shares already held.

  • New Shares = Number of shares issued under the rights offer.

Methods of Valuation of Rights Issue:

1. Theoretical Ex-Rights Price (TERP) Method

The Theoretical Ex-Rights Price (TERP) method calculates the adjusted market price of a share after the rights issue. It assumes that the total value of shares remains unchanged, but the price per share decreases due to the increased number of shares. The formula used is:

TERP = [(Old Shares × Market Price) + (New Shares × Issue Price)] / Total Shares After Issue

This method provides a theoretical benchmark for post-rights share price, allowing investors to compare whether the market price aligns with expectations. It helps in understanding the potential impact of the rights issue on the company’s valuation.

2. Market Price Adjustment Method

This method assumes that the market price of shares adjusts based on the new supply of shares from the rights issue. It is based on the principle that the market will determine the fair price of shares post-issue, depending on demand and investor sentiment. The value of the right is calculated as:

Value of Right = Market Price Before Rights Issue − TERP

This method helps investors determine whether exercising their rights is beneficial compared to purchasing shares in the open market. It is useful when market fluctuations impact the perceived value of the rights issue.

3. Net Present Value (NPV) Method

Net Present Value (NPV) method values the rights issue by estimating the present value of future cash flows generated from the newly issued shares. It considers expected dividends, potential capital appreciation, and the time value of money. The formula used is:

NPV = ∑ [Expected Cash Flows / (1+r)^t]

where r is the discount rate, and t is the time period. This method is useful for long-term investors who want to assess whether the rights issue will generate sufficient returns over time. It provides a comprehensive view of the financial benefits of subscribing to the rights issue.

4. Book Value Method

Book Value Method calculates the value of rights based on the company’s book value (net assets) before and after the rights issue. It considers the net worth per share and determines how the issue affects the company’s financial position. The value of the right is calculated as:

Book Value Per Share = Total Equity / Number of Shares Outstanding

This method is suitable for conservative investors who focus on the intrinsic value of shares rather than market speculation. It provides an objective way to assess whether the rights issue is fairly priced.

5. Earnings Per Share (EPS) Adjustment Method

EPS Adjustment Method evaluates how the rights issue affects the company’s earnings per share (EPS). Since issuing new shares increases the total number of shares, EPS may decline unless the additional capital leads to higher profits. The adjusted EPS is calculated as:

Adjusted EPS = Net Profit / Total Shares After Issue

Investors use this method to determine whether the rights issue enhances or dilutes earnings potential. If the company utilizes the raised capital effectively, EPS may remain stable or increase, making the rights issue attractive.

Types of Shares (Equity Shares and Preference Shares), Features of Equity & Preference Shares

Shares represent units of ownership in a company, allowing investors to hold a stake in the business. Companies issue shares to raise capital for operations, expansion, or debt repayment. Shareholders receive returns in the form of dividends and capital appreciation. There are two main types: equity shares, which provide voting rights and variable dividends, and preference shares, which offer fixed dividends with priority over equity shareholders. Shares are traded in stock markets, where their value fluctuates based on company performance and market conditions. Owning shares provides limited liability, meaning investors risk only their invested amount.

Equity Shares

Equity shares represent ownership in a company, giving shareholders voting rights and a share in profits through dividends. These shares are issued to raise long-term capital and fluctuate in value based on market performance. Equity shareholders are considered residual claimants, meaning they receive returns after all liabilities and preference dividends are paid. They carry higher risk but offer higher returns. Equity shares provide limited liability, meaning shareholders are only liable up to their investment. Companies issue them in different classes, such as ordinary or differential voting rights (DVR) shares.

Features of Equity Shares:

  • Ownership Rights

Equity shares represent ownership in a company, giving shareholders a claim on assets and profits. Shareholders are considered partial owners and have voting rights to influence corporate decisions. The extent of ownership depends on the number of shares held. This ownership provides shareholders with the ability to participate in key decisions such as mergers, acquisitions, and board member elections. Since equity shareholders are the last to receive payments in case of liquidation, their claim on company assets comes after creditors and preference shareholders. This ownership gives them the highest risk but also the highest rewards.

  • Voting Power

Equity shareholders have the right to vote on important corporate matters, making them influential stakeholders. Their voting power is proportional to the number of shares they own. They can vote on electing board members, approving mergers, and other strategic business decisions. Some companies also issue Differential Voting Rights (DVR) shares, which offer lower or higher voting power than regular shares. Although retail investors often do not participate in voting, institutional investors play an active role. Shareholders can also vote via proxies, allowing others to vote on their behalf in company meetings.

  • Dividends Based on Profits

Unlike preference shares, equity shares do not guarantee fixed dividends. Instead, dividends depend on the company’s profitability. If a company performs well, it may distribute high dividends; if it incurs losses, it may choose not to distribute dividends at all. Companies usually pay dividends annually or quarterly, but there is no obligation to do so. Dividend payments are decided by the board of directors and approved by shareholders. Some companies reinvest profits into growth instead of paying dividends, benefiting shareholders through stock price appreciation in the long run.

  • Residual Claim in Liquidation

Equity shareholders are considered residual claimants, meaning they receive their share of assets only after all liabilities, creditors, and preference shareholders have been paid in the event of liquidation. This makes equity shares riskier than other forms of investment. If a company goes bankrupt, there is no guarantee that equity shareholders will receive anything. However, if the company has sufficient assets left after paying debts, equity shareholders can claim their portion. While this poses a financial risk, it also provides the potential for high returns if the company performs well over time.

  • High-Risk, High-Return Investment

Equity shares are considered a high-risk, high-return investment. Their prices fluctuate based on company performance, market conditions, and investor sentiment. Unlike bonds or preference shares, equity shares do not provide fixed returns. Investors may experience significant capital appreciation if the company grows, but they may also face losses if it underperforms. The risk factor is influenced by economic conditions, industry trends, and regulatory changes. Long-term investors often benefit from market growth, while short-term traders take advantage of price volatility. Equity shares suit investors who can tolerate financial risk for potential higher rewards.

  • Limited Liability

Equity shareholders enjoy limited liability, meaning their financial risk is restricted to the amount they have invested in the company. If the company incurs losses or goes bankrupt, shareholders are not personally responsible for repaying debts beyond their investment. Unlike sole proprietors or partners, shareholders do not risk their personal assets. This makes equity shares an attractive investment option, as investors can participate in business growth without worrying about unlimited financial exposure. However, while their liability is limited, the value of their shares can fluctuate significantly based on market conditions.

Preference Shares

Preference Shares provide shareholders with a fixed dividend before equity shareholders receive any dividends. They combine features of equity and debt, offering stable income with limited voting rights. In case of liquidation, preference shareholders have a higher claim on assets than equity shareholders. These shares come in various forms: cumulative, non-cumulative, convertible, non-convertible, redeemable, and irredeemable. Preference shares are ideal for investors seeking steady returns without ownership control. Companies use them to attract conservative investors who prefer lower risk over potentially higher but uncertain equity returns.

Features of Preference Shares:

  • Fixed Dividend Payout

Preference shareholders receive a fixed dividend, unlike equity shareholders whose dividends fluctuate based on company profits. This makes preference shares a stable income source, attracting risk-averse investors. The dividend rate is pre-determined at the time of issuance, ensuring predictable returns. Even if a company earns high profits, preference shareholders receive only the fixed dividend, while equity shareholders benefit from profit surges. This fixed nature makes preference shares similar to bonds, offering regular income with lower volatility. However, dividends are paid only if the company has distributable profits.

  • Priority in Dividend Payment

Preference shareholders have the advantage of receiving dividends before equity shareholders. If a company declares dividends, preference shareholders are paid first, ensuring consistent returns. This priority makes preference shares more attractive to investors seeking steady income with lower risk. Even if a company faces financial difficulties, preference shareholders still have a better chance of getting paid than equity shareholders. This feature provides financial security for investors, making preference shares an ideal choice for those who prefer stability over the uncertainty of fluctuating dividends.

  • Priority in Liquidation

In case of a company’s liquidation, preference shareholders have a higher claim on assets than equity shareholders. After repaying debts and liabilities, preference shareholders receive their dues before any distribution is made to equity shareholders. This reduces the risk associated with investment in shares, as preference shareholders are more likely to recover their funds if the company goes bankrupt. However, they rank below creditors, meaning they will only be paid if funds remain after settling debts. This makes preference shares a safer investment compared to equity shares.

  • Limited or No Voting Rights

Unlike equity shareholders, preference shareholders generally do not have voting rights in company decisions. They cannot vote on management policies, mergers, or business strategies. However, in special cases, such as when dividends are unpaid for a certain period, preference shareholders may gain voting rights. Some companies issue preference shares with limited voting rights, allowing shareholders to participate in specific corporate matters. This feature makes preference shares more like debt instruments, offering financial benefits without significant control over the company’s decision-making process.

  • Convertible and Non-Convertible

Preference shares can be classified as convertible or non-convertible. Convertible preference shares can be converted into equity shares after a specified period or under certain conditions, offering investors the potential for capital appreciation. This makes them attractive for investors looking for both stability and long-term growth opportunities. On the other hand, non-convertible preference shares remain as preference shares throughout their tenure, providing fixed dividends without conversion benefits. Investors choose based on their risk appetite—convertible shares for growth potential and non-convertible shares for stable income.

  • Redeemable and Irredeemable Options

Preference shares can be redeemable, meaning the company repurchases them after a fixed period, or irredeemable, meaning they exist indefinitely. Redeemable preference shares provide companies with financial flexibility, as they can buy back shares when it is financially viable. This benefits investors by offering a guaranteed return of principal after a set period. Irredeemable preference shares, however, remain part of the company’s capital structure indefinitely, ensuring long-term dividend income. Companies issue different types based on their financial strategies and investor preferences.

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