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PRE-EMPTION RIGHTS: FINAL REPORT Contents
page Letter from Paul Myners to Lord Sainsbury 3 Executive
Summary 5 Chapter 1 Why have pre-emption rights? 9 Chapter 2 Costs and timescales 25 Chapter 3 Pre-Emption Group and Pre-Emption Guidelines 35 Chapter 4 Further issues and questions 51
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Annexes A: Membership of Advisory Group61 B: Methodology and data relating to consultation and
询盘63 surveys
electricalC: Bibliography and further reading69
D: Process, timetables and legal requirements 73
honey是什么意思英文E: UK rights issues since 1996 95 Further copies of this document are available at v.uk/cld/public.htm.cartridge
Letter from Paul Myners to Lord Sainsbury, Parliamentary Under-Secretary of State for Science and Innovation
Dear Minister
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Shareholders need to know that they are protected from any unwelcome dilution of their investment. And public companies need to be able to rai new money through the capital markets in as cheap and efficient a way as possible in order to grow and develop. Neither of the statements is particularly contentious – indeed they may appear lf-evident. And yet the question of whether shareholders’ pre-emption rights adverly impact on a company’s ability to rai cash through the issuance of new shares is a complex and tricky issue. I am grateful to have been given the opportunity to look into this question. I hope that this Report ts out a number of nsible and practical steps for moving the issue forward.
At the heart of the problem is the perception held by many companies and their advirs that the ability to lect the most appropriate capital-raising method for their needs is being unnecessarily constrained by the way that shareholders’ rights are currently being applied.
You will e from my Report that, to a certain extent, I agree with them. That is why I am calling for more flexibility and a move away from a blanket approach by the institutional investor community. But I do not believe that the principle of pre-emption itlf is a damaging one: on the contrary, I have been impresd by the wide support given to this fundamental aspect of UK and European company law, and not only by the shareholders who benefit most directly from it.
accordinglyI have found this an interesting and extremely rewarding subject to look into. One of the most pleasing aspects of my work has been the extent to which simply asking the right questions has moved the debate on considerably. I am heartened by the fact that some changes have been welcomed and are being put in place even before the ink is dry on this Report.
Finally, I would like to put on record my gratitude to tho who rved on my Advisory Group, and to the support I received from the DTI. If this study is, as I hope, an authoritative and wide-ranging look at the question of pre-emption rights and their impact on capital-raising, which will contribute in a small but significant way to the efficiency of UK markets and the competitiveness of UK companies, it is largely down to the experti which tho advirs have brought to bear on the study. I would also like to thank all tho who responded to my Discussion Paper, who spoke to us, and who took part in the surveys conducted on our behalf by the London Stock Exchange and the Investment Managers Association.郑州翻译公司
