CG51763 - Reorganisations of share capital: vendor placings
A rights issue will generally be a reorganisation of share capital as will an open offer, at least to some extent. By contrast an issue of shares in a vendor placing is not treated as a reorganisation of share capital. In a vendor placing a company wishes to pay for the purchase of an asset, often shares in another company, by issuing its own shares. But the vendors do not want the shares. »Ê¹ÚÌåÓýapprefore, the issuing company makes arrangements to sell the shares on the vendorsâ€� behalf. »Ê¹ÚÌåÓýapp issuing company may offer the shares to its existing members subject to a minimum and possibly maximum entitlement in a clawback arrangement similar to that described in CG51756. Any unwanted shares are placed with institutions. No part of any acquisition by existing shareholders can be treated as a share reorganisation because the shares have already been allotted to the vendors.