Often a Placing is combined with an Open Offer. New shares are placed with new investors subject to an Open Offer to existing shareholders. In practice, the placing of new shares takes place first, and then the remaining shares are offered to existing shareholders.
Any shares that are not taken up by existing shareholders under the Open Offer will then be automatically taken up by the new investors. If existing shareholders do not take up the shares, new shareholders will benefit from the discount.
Sometimes the Placing and Open Offer are structured in such a way that the existing shareholders are able to ‘clawback’ shares from the new investors so that they can invest pro rata to their shareholding.