The provision (iii) only kicks in if the sale occurs prior to 1 September, which means that Mr Foss is stuck with an exercise price of 70c if it does not.
If the sale is on or after 1 September, Mr Foss would shoot himself in the foot if he structured it as a demerger or distributed the proceeds as a super-dividend. The Tranche 2 options would encourage him to ensure that TXN retains the sale proceeds.
However, if the sale is prior to 1st September, the provision (iii) enables a disposal structured as a demerger or enables him to instigate a super-dividend distribution by the company without losing the benefit of the Tranche 2 options because the exercise price will be adjusted downward to the volume weighted average price following the divestment of the proceeds of disposal.
So, a possible timetable would be:
- Announce sale - assume that share price exceeds the "target price" of $1.05.
- 21 days after, exercise Tranche 1 options and sell into market
- [21 + x] days after - Record Date for entitlement to distribution of demerged company shares or super dividend.
- [21 + x + y] days after - distribution of demerged company's shares and open offer by purchaser or completion of sale and distribution of super dividend
- [21 + x + y + 20] days - commencement of period to ascertain exercise price for Tranche 2 options.
etc
That's how I read it.
So, if Mr Foss wishes to keep his pledge to return value to shareholders and wishes to obtain benefit from the 7m options, he needs to announce a sale [21 + x + y] days BEFORE 1 September, where 'x' could be 1 and 'y' is constrained by administration but could be a few days.
In other words, he needs to get his skates on.
But that's just my reading of it.
TXN Price at posting:
52.0¢ Sentiment: Hold Disclosure: Held
