Great Southern Ltd. (ASX:GTP) TREES Get Ready for Conversion
It time for TREES holders to get ready to be pulped. Though despite not getting the April 30 coupon, holders will have to wait for a staggering three months to get hold of shares. It is anyone’s guess what shape GTP will be in by then. I am not sure what happens if TREES holders send in the conversion notice and GTP bankers begin to wind it up after that, but before shares are issued. Anyone know?
Key Dates
| 30 April 2009 | Coupons for TREES2 and TREES3 were to be paid |
| 11 June | Trigger Event if Coupons no longer paid |
| 9 July | Latest date for holders to notify company of conversion |
| 30 July | Exchange Date |
| 2 – 29 July | VWAP Period |
6.3 Holder Exchange – Conversion
(a) Subject to this clause 6, a Holder may require the Company to Convert all or some of the TREES2 held by the Holder by giving a Holder Conversion Notice to the Company:
…
(2) up to 20 Business Days after the publication of a Trigger Event Notice under paragraph (d);
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(d) As soon as practicable after becoming aware of a Trigger Event, the Company must notify Holders and the Trustee of the occurrence of the Trigger Event by publishing a Trigger Event Notice and by giving notice to the Trustee in accordance with the Trust Deed.
…
(b) To be valid, a Holder Conversion Notice must:
(1) indicate under which paragraph the Holder is giving notice; and [Paragraph 6.3.a.2?]
(2) other than in the case of a Minimum Conversion Number Notice, apply to a minimum of the lesser of:
(A) 20 TREES2; and
(B) the number of TREES2 registered in the name of the Holder who
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(c) Trigger Event means the occurrence of any of the following:
(1) a Coupon is not, for any reason (including without limitation because of the application of clause 3.2), paid in full by the Business Day which is 30 Business Days after the relevant Coupon Payment Date (whether or not the Coupon has been declared);
…
6.7 Conversion
(a) If the Company gives a Company Conversion Notice in respect of a TREES2 or a Holder gives a Holder Conversion Notice in respect of a TREES2 and the TREES2 is not resold under clause 6.6, that TREES2 will, on the relevant Exchange Date, Convert into the number of Ordinary Shares equal to the Conversion Number where, subject to clauses 6.7(b) and 6.7(c) below, the Conversion Number is an amount calculated in accordance with the following formula:
Conversion Number = Face Value / VWAP x (1 – CD)
6.2 Exchange Date
The Exchange Date in respect of a TREES2, if an election is made to Exchange that TREES2 under:
(b) clause 6.3(a)(2), is 35 Business Days after the Trigger
Of interest
6.7
(d) The Company may, in its absolute discretion, elect to increase the number of Ordinary Shares into which TREES2 Convert in accordance with clause 6.7(a) if the value (as determined in accordance with the Tax Act) of those shares on the date of issue would be less than the Face Value of the TREES2. [Anyone want to place odds on that?]
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NOTE: I am neither a lawyer or a financial professional. The above is my own notes for my own use. Seek independent advice and do not base any decisions on information read here.
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