we lose due to mgt incentives n market?, page-17

Sorry to get technical on this stuff, but I think section 3.2 (b) (iii) is a non-issue, at ANY sale price. Aside from expiring at 1st Sep (just 6 weeks), part (iii)(B) says that the share price has to rise an average of 50% more than its VWAP 21-40 days after the sale. Consider the following example, where $X could be $1 or $1 billion:

T1 -- 51% of TXN assets sold for $X before 1st Sep;
T1 to T20 -- sale occurs; share price responds to sale announcement;
T21 to T40 -- Tranche 2 part iii(A) exercise VWAP share price estimated (say, VWAP is Y cents)
T40+ -- share price needs to rise 50% above Y cents for Tranche 2 to be exercised via part (iii).

There are tricks to make this happen short term, or the 50% rise and option exercise could occur anytime before 2016. But section 3.2 (b) (iii) doesn't fit my logic very well.

Two other items here worth noting:
1. section 3.2 (b) (ii) -- the standard Tranche 2 clause -- says options are "exercisable from 1 Sep 2012". This could mean a sale can occur before 1st Sep and Foss exercises after 1st Sep. However, if the sale is BEFORE 1st Sep, part (iii) might kick in -- it depends on whether "MAY be exercised" in (iii)(A) means Foss has a choice of either (ii) or (iii) exercise calculation. So, some possibility that the sale won't occur until after 1st Sep.

2. Look at section 3.2 (b) (iv). Change in control of the company (not due to disposal of assets). Foss collects 6M shares at 70 cents, not $1.05. Seems a more enticing strategy, if a takeover is not considered disposal.