Bezugspreis

What Is Bezugspreis?

The "Bezugspreis," often translated as "subscription price" or "reference price" in English, is the predetermined price at which existing Aktionäre of a company can purchase new Aktien during a Kapitalerhöhung, typically through the exercise of Bezugsrechte. This concept falls under the broader financial category of Corporate Finance, specifically related to equity issuance and capital restructuring. The Bezugspreis is usually set below the prevailing market price to incentivize existing shareholders to subscribe to the new shares. Its primary purpose is to allow a company to raise additional capital while giving its current shareholders the opportunity to maintain their proportional ownership stake and avoid Verwässerung.

History and Origin

The mechanism of offering new shares to existing shareholders at a set price, often termed a rights issue, has long been a fundamental method for companies to raise equity capital. This approach gained prominence as corporate structures evolved, requiring robust frameworks for managing ownership and funding. In Germany, where the term "Bezugspreis" is commonly used, the legal framework for capital increases and the associated shareholder rights are enshrined in corporate law, such as the German Stock Corporation Act (AktienG). These laws often mandate pre-emptive rights for existing shareholders, ensuring they have the first opportunity to subscribe to new shares issued by the company. Such regulations aim to protect shareholders from immediate dilution of their ownership. German regulations, for instance, typically require existing shareholders to receive rights to subscribe to new shares, with a subscription period of at least two weeks after the issue price is published.

#¹²# Key Takeaways

• The Bezugspreis is the discounted price at which existing shareholders can buy new shares in a rights issue.
• It is designed to encourage shareholder participation in a capital increase.
• The primary goal is for the company to raise fresh capital.
• Shareholders who exercise their rights at the Bezugspreis can maintain their proportionate ownership.
• It is a crucial component in calculating the theoretical value of Bezugsrechte.

Formula and Calculation

While the Bezugspreis itself is a stated price set by the issuing company, it is a critical input in calculating the theoretical value of a Bezugsrechte (subscription right). The theoretical value of one subscription right helps shareholders understand the intrinsic worth of their right to purchase new shares at the discounted Bezugspreis.

The formula for the theoretical value of one subscription right (before the ex-rights date) is:

Where:

• Aktueller Aktienkurs refers to the market price of the existing Aktien before the rights issue goes ex-rights.
• Bezugspreis is the specific price set by the company for purchasing new shares.
• Bezugsverhältnis (Subscription Ratio) indicates how many existing shares are required to subscribe to one new share (e.g., a 2:1 ratio means two existing shares for one new share). This can also be expressed as the number of old shares for each new share (e.g., if it's 1 new share for every 5 old shares, the ratio is 5).

This formula helps determine the value transferred from the existing shares to the rights themselves due to the discounted offering.

Interpreting the Bezugspreis

The interpretation of the Bezugspreis is crucial for both the issuing company and its Aktionäre. For the company, setting the Bezugspreis appropriately is a strategic decision. It must be attractive enough (sufficiently below the current Marktwert) to encourage existing shareholders to subscribe, ensuring the capital increase is successful. If the Bezugspreis is too high, shareholders might not exercise their Bezugsrechte, leading to a failed capital raise or a need for underwriting.

For investors, the Bezugspreis is the direct cost of maintaining their proportional ownership. By comparing the Bezugspreis to the prevailing market price of the shares, investors can assess the immediate discount they receive. However, it is also important to consider the potential for stock price adjustments after the rights issue (the theoretical ex-rights price, or TERP), which reflects the dilution effect of new shares. Understanding the Bezugspreis in conjunction with the Bezugsrechte allows investors to make informed decisions about their Portfoliomanagement strategies.

Hypothetical Example

Imagine "AlphaTech AG" has 10 million shares outstanding, trading at €50 per share. AlphaTech decides to raise €100 million through a Kapitalerhöhung to fund a new research and development project. They announce a rights issue with a Bezugspreis of €40 per new share. The subscription ratio is set at 4:1, meaning for every four existing shares, an investor receives the right to purchase one new share.

An investor, Ms. Schmidt, owns 400 shares of AlphaTech AG.

1. Number of new shares Ms. Schmidt can subscribe to: With a 4:1 ratio, Ms. Schmidt can subscribe to ( \frac{400 \text{ shares}}{4 \text{ existing shares per new share}} = 100 \text{ new shares} ).
2. Cost for Ms. Schmidt to exercise her rights: Her cost would be ( 100 \text{ new shares} \times €40 \text{ (Bezugspreis)} = €4,000 ).
3. Impact on Ms. Schmidt's ownership: By exercising her rights and purchasing the 100 new shares at the Bezugspreis, Ms. Schmidt ensures her ownership percentage in AlphaTech remains largely unchanged after the capital increase, avoiding the Verwässerung that would occur if she did not participate.

This example illustrates how the Bezugspreis directly impacts the financial commitment required from existing shareholders to participate in a new share offering.

Practical Applications

The Bezugspreis is a cornerstone of Kapitalerhöhung strategies for companies and a key consideration for Aktionäre. Its practical applications span several areas:

• Corporate Fundraising: Companies use a rights issue with a defined Bezugspreis as a common method to raise significant capital for various purposes, such as debt reduction, expansion plans, or strategic acquisitions. This allows compani¹¹es to secure funds without incurring new debt obligations.
• Shareholder Protection: By offering shares at a discounted Bezugspreis to existing shareholders, companies provide them with the right (but not the obligation) to maintain their proportionate ownership. This mechanism is often enshrined in corporate law to protect existing shareholders from dilution. For example, German law ensures pre-emptive rights to subscribe for new shares. The CFA Institute a¹⁰lso notes that rights offerings give existing shareholders the opportunity to buy additional shares directly from the company at a discounted price.
• Market Signaling: The level of the Bezugspreis, particularly the discount to the market price, can signal the company's urgency for capital and its perceived value. A larger discount might indicate a greater need for funds or an attempt to ensure high subscription rates.
• Regulatory Compliance: In many jurisdictions, the issuance of new securities, including those through a rights issue at a specific Bezugspreis, is subject to regulatory oversight. Authorities like Germany's BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) enforce prospectus requirements for securities emissions to ensure transparency and investor protection.

Limitations and ⁹Criticisms

While a rights issue with a defined Bezugspreis offers several advantages, it also presents limitations and draws criticism:

• Dilution for Non-Participants: The most significant drawback is the potential for Verwässerung for shareholders who choose not to exercise their Bezugsrechte. Their percentage of ownership and their claim on future earnings and Dividende will decrease as the total number of outstanding shares increases.
• Share Price Pressure: Announcing a rights issue, even with a discounted Bezugspreis, can sometimes put downward pressure on the existing share price in the short term. The market may anticipate the increased supply of shares, or interpret the need for capital as a sign of financial distress. Research has explored the impact of rights issue announcements on stock price fluctuations, with some studies suggesting varied and sometimes negative returns in the pre-rights issue window.
• Complexity for ⁸Retail Investors: Understanding the mechanics of rights issues, calculating the value of Bezugsrechte, and deciding whether to subscribe, sell rights, or let them expire can be complex for individual investors, especially compared to simply buying Aktien on the open market.
• Market Risk During Subscription Period: The company faces market risk during the subscription period, as a significant drop in the stock's Marktwert below the Bezugspreis could make the offering unattractive, potentially leading to undersubscription and a failure to raise the desired capital.

Bezugspreis vs. Emissionspreis

The terms "Bezugspreis" and "Emissionspreis" are both related to the initial pricing of securities, but they refer to distinct scenarios in Corporate Finance.

In essence, the Bezugspreis is a specific type of Emissionspreis that applies solely to rights issues aimed at current shareholders.

FAQs

Why do companies offer shares at a Bezugspreis that is lower than the market price?

Companies set the Bezugspreis lower than the market price to make the offering attractive to existing Aktionäre. This discount incentivizes them to exercise their Bezugsrechte and subscribe to the new shares, helping the company successfully raise the needed capital while allowing shareholders to avoid Verwässerung.

What happens if an investor does not exercise their Bezugsrechte?

If an investor does not exercise their Bezugsrechte (and does not sell them if they are tradable), their proportionate ownership in the company will decrease, or be "diluted." This means their share of the company's future earnings, assets (as seen on the Bilanz), and voting rights will be smaller because more shares will be outstanding.

Can the Bezugspreis change after it's announced?

Typically, once the Bezugspreis is officially announced for a rights issue, it remains fixed for the duration of the subscription period. Changes would introduce uncertainty and could undermine the capital raising process. The terms are usually legally binding once the offering commences.

How does the Bezugspreis relate to a company's Unternehmensbewertung?

The Bezugspreis itself is a tactical pricing decision for a new share offering, not a direct measure of a company's overall Unternehmensbewertung. However, the success of the rights issue at the chosen Bezugspreis can indirectly affect the company's valuation by strengthening its Bilanz through increased equity and potentially improving its Liquidität and financial health. The market's reaction to the offering (and thus the share price movement) will ultimately influence the total market capitalization.^1234567