There is a share exchange offer made to YTLCMT and YTLCMT ICULS holders. For YTLCMT ICULS, the exchange ratio is 1.56 YTL Corp shares for each YTLCMT ICULS.
From the date of issue to the 4th anniversary, the conversion price from YTLCMT ICULS to YTLCMT was RM2.72.
After the 4th anniversary up to the 7th anniversary, the conversion price was adjusted to RM2.04
After the 7th anniversary which falls on 10 November 2012 up to the maturity date, the conversion price will be adjusted further to RM1.82
In the share exchange offer document dated 9 January 2012, it was stated that the ICULS offer price of RM2.21 and or exchange ratio for the ICULS offer of approximately 1.56 consideration shares for each offer ICULS are determined based on the following:
(ii) conversion price of RM2.04 for each ICULS based on its Trust Deed dated 8 September 2005
Despite the offer made is close to the 7th anniversary of the ICULS (10 November 2012) whereby the conversion price of the ICULS to mother shares will be adjusted from RM2.04 to RM1.82, shouldn't the offeror and the independent adviser take the step down conversion price into consideration as the adjustment is just few months away?
Both the offer document dated 9 January 2012 and the independent advice circular appeared to be silent on this.
The Board of YTLCMT confirmed that to the best of their knowledge and belief, there are no materials facts, the omission of which would make any statement in this IAC misleading.
But is not the adjustment in conversion price with difference of 10.8% significant?