FAQ – Rights Issue
Subscribing for securities in a rights issue for the first time is not always straightforward. There is also no universal standard procedure, as different institutions (such as banks and issuing agents) may have their own preferred methods for handling subscriptions. Below, we have summarized the most common questions we receive in connection with rights issue subscriptions. If you still have questions about how to participate in a rights issue, you are always welcome to contact us by phone or email.
I have never subscribed for shares in a rights issue before. How do I proceed?
The process differs slightly depending on whether or not you already hold shares in the company.
If you do not already own shares in the company
If you do not own shares in the company prior to the rights issue, the process works just like in an IPO. You submit a subscription form for the number of shares or units you wish to subscribe for. If you are allocated shares or units in the rights issue, you will receive a settlement note (invoice) via email after the subscription period has ended. The payment must be made before the new securities can be delivered to you.
If you already own shares in the company
If you are an existing shareholder, you have preferential rights which you may choose to use to subscribe for new shares or units. Your preferential rights are represented by subscription rights, which you receive automatically based on your current shareholding. You may choose to exercise your subscription rights to subscribe for new shares, sell your rights, or let them expire.
There are three different ways to subscribe if you have preferential rights:
1. Via your bank
This applies to anyone who holds their subscription or unit rights in an account other than a VP account — that is, in a securities custody account, investment savings account (ISK), or endowment insurance account (KF) — regardless of how many rights you wish to exercise. When subscribing via your bank, you do not send any documents to Nordic Issuing; all contact is handled directly with your bank.
2. Via subscription statement (emissionsredovisning)
If you hold shares in the company that are kept in a VP account/service account (an account number beginning with three zeros), you will receive a payment slip by post containing payment information. The slip will specify the amount to be paid and include a payment reference that must be stated when making the payment. Payment is made via Bankgiro to Nordic Issuing. Once payment has been received, your subscription rights are converted into the corresponding number of securities. No separate subscription form needs to be sent to Nordic Issuing — payment via Bankgiro using the stated reference is considered your application. Subscription through payment according to the subscription statement should only be made if you wish to exercise all the rights allocated to you. If you wish to exercise a different number of rights than stated on the subscription statement, use method 3 below.
3. Via subscription form with support of subscription rights
If you do not wish to exercise all of your rights, you can send in a subscription form indicating how many of your rights you wish to use. Payment must be made at the same time, following the instructions on the form. It is important to note that the rights must be held in a VP account if you wish to subscribe by submitting a form with subscription rights. The VP account number should be included as a reference on the payment. A VP account is always characterized by starting with at least three zeros (000).
How can I subscribe for additional securities beyond the number covered by my rights?
If you wish to subscribe for additional securities beyond what your existing holdings entitle you to, you must submit a subscription form without support of rights. On this form, you specify how many shares you have subscribed for using your existing rights. If the issue is oversubscribed, this gives you a better chance of being allocated additional shares, as subscriptions with rights are given priority over those without.
I want to make sure I receive all the shares I wish to subscribe for, even though I don’t have enough rights. What can I do?
You can purchase additional rights on the marketplace where the company’s shares are traded. Once you have purchased more rights, submit your subscription with support of rights using one of the methods described above.
I own shares in the company but do not plan to use my subscription rights. Do I need to do anything?
If you have subscription rights that you do not intend to use, you can either let them expire or sell them. If you do nothing, your rights will be automatically removed from your account after the subscription period ends, free of charge, and reallocated within the company. If you do not want your rights to expire, you may sell them on the marketplace where the company’s shares are traded. If you are unsure how to proceed, contact your bank for assistance.
I subscribed without subscription rights via Nordic Issuing but haven’t received a settlement note (invoice) yet. Why?
The settlement note is normally sent by email a few days after the subscription period has ended. If you have not received one, it most likely means you were not allocated any shares. However, delays can occur if your email address was entered unclearly on the subscription form. Always ensure your email address is written clearly and check your spam/junk folder if you can’t find your contract note.
I want my shares to be delivered to an ISK or KF account. What should I do?
If you wish your new securities from an ongoing rights issue to be delivered to an Investment Savings Account (ISK) or Endowment Insurance Account (KF), you must subscribe through your bank.
What is a BTA?
When you exercise your subscription rights, you receive BTA, which stands for Paid Subscribed Share (Betald Tecknad Aktie in Swedish). A BTA is a temporary instrument you hold until the new shares have been registered with the Swedish Companies Registration Office (Bolagsverket). BTAs are often tradable, meaning you can buy and sell BTAs on the marketplace where the company’s shares are listed.
When will I receive my shares?
The BTAs you receive when exercising your rights are converted into ordinary shares once the rights issue has been registered with Bolagsverket. You can generally expect this process to take around four weeks from the end of the subscription period.
What does registration with Bolagsverket mean?
According to the Swedish Companies Act, new shares issued in a rights issue must be registered in the Companies Register, which is maintained by Bolagsverket. To complete the registration, all payments for the subscribed shares must be received, and certain documents must be submitted and signed by the company’s representatives. Processing times at Bolagsverket vary, so it is difficult to predict exactly when registration will be completed.
Why does it take so long to receive my shares?
After the subscription period closes, several steps must be completed:
- The issuing agent (Nordic Issuing) reviews all applications and determines allocation.
- Contract notes are sent to investors who subscribed without subscription rights.
- Once all payments have been received, the necessary documentation is sent to Bolagsverket for registration of the new shares.
- Finally, Euroclear Sweden converts BTAs into ordinary shares after registration is complete.
This final conversion in Euroclear’s system takes approximately seven banking days.
Why do I need to submit an anti–money laundering form together with my application?
In certain cases, you are required to submit an anti–money laundering form when subscribing for securities. In accordance with the Swedish Act (2017:630) on measures against money laundering and terrorist financing, anyone subscribing for shares or other securities with a total value of EUR 15,000 or more must submit this form together with their subscription application. This is filled out digitally and if you have a Nordic electronic ID, this will be used as identification (hence, no extra documentation of ID needed).
