subscriberechten

Subscriberechten are rights attached to existing shares that entitle the holder to subscribe for new shares in a company that is issuing fresh capital. They serve to preserve the shareholder’s proportional ownership and to prevent dilution of voting power and economic interest.

When a company conducts a capital increase, it may allocate a specific number of subscriberechten per existing share (for example, one right per ten shares). The rights specify the subscription price and the period during which they can be exercised. In some cases, the rights are transferable and can be traded on securities markets; in others, they are non-transferable and stay with the existing shareholder until the exercise period ends.

If the subscriberechten are tradable, investors can either exercise them to obtain the new shares by paying the subscription price, or sell the rights to other investors before the expiration date. The market price of a right reflects the advantage of subscribing at the offered price compared with the market price of the shares after dilution, adjusted for costs. If all rights are exercised, the company raises the intended amount of capital and the total number of shares increases accordingly.

If rights expire unused, the issuing company may still proceed with the capital increase, and the shareholding of existing shareholders can be diluted, depending on the terms of the issue. Subscriberechten are typically accompanied by a prospectus and governed by relevant corporate and securities law and regulation.

In the Netherlands, subscriberechten are the practical manifestation of pre-emptive rights in capital increases and are common for both listed and privately held companies seeking to raise new equity.