Structure and authority
Funding need, size, subscription price, pre-emption, underwriting and approval route are translated into a workable transaction.
Capital raising
Rights issues by listed companies
A rights issue is at once a corporate decision, a capital-markets transaction and a communications process. Terms, record date, subscription period, underwriting and announcements must operate within one timetable.
Discuss your situation→The assignment
A process that holds together.
We coordinate board and shareholder resolutions, mandates, issue terms, subscription and underwriting agreements and registration steps.
Where relevant, the work includes an information memorandum or prospectus and announcements from intention and resolution through preliminary and final outcome.
For listed companies, the MAR assessment runs throughout the process. The emergence of inside information, any delay and the timing of disclosure should be documented against the actual facts.
How it works
Four connected workstreams.
The precise order is adapted to the company, but decisions, documentation and communications must use the same facts.
Approvals and documents
Corporate resolutions, terms, agreements and disclosures are built from the same capital structure and verified facts.
Execution
Record date, trading in rights, subscription, payment and communications are coordinated in one closing list.
Outcome and registration
Allocation, outcome announcements, registration, delivery of shares and underwriting follow-up are closed with evidence.
Common pitfalls
Where otherwise sound processes lose time.
- 01
Negotiating price and underwriting before authority and conflicts have been analysed.
- 02
Using inconsistent definitions or share numbers across announcements and documents.
- 03
Fixing dates before the issuing agent, Euroclear and marketplace validate feasibility.
- 04
Documenting the issue resolution but not the MAR analysis behind disclosure timing.
Questions and answers
Frequently asked questions
Concise answers to recurring questions. The details always depend on the company and the current rules.
01Who resolves on a rights issue?+
The general meeting may resolve on the issue or authorise the board through a registered mandate. The board may also resolve subject to subsequent shareholder approval in certain structures. The correct route depends on the articles, existing mandates, timetable and terms.
02How long is the subscription period?+
The Swedish Companies Act contains a minimum where shareholders have pre-emption rights. The period must also fit the marketplace, issuing agent and Euroclear calendar and allow trading, payment and communication. The full timetable should be validated.
03Is a prospectus required?+
That depends on size, investor group, structure and available exemptions. Even without a prospectus, the marketplace or transaction may require an information memorandum. The assessment should be made early because it affects review, cost and timing.
04When should the issue be announced?+
Timing follows a MAR and marketplace assessment. The company must identify when information becomes sufficiently precise and price-sensitive and whether delayed-disclosure conditions are met. The assessment should be documented as facts evolve.
Rules change. Check the current primary source before making a decision.
Aktiebolagslagen – 13 kap. nyemission ↗Finansinspektionen – prospekt ↗An initial conversation
What needs to happen before the next decision?
Tell us briefly about the company, the matter and the timetable. We normally respond within one business day.