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Ann: Appendix 2A, page-2

  1. 13,391 Posts.
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    hmmm...

    This got my interest when I saw the $3.66 exercise price...

    My first thought was :
    Was the current share price (>$3.66) hidden in plain sight a long time ago..?

    Anyway, I did some digging (edit: spoiler alert - nothing much exciting dug up)....


    These options (900,000 of them) were issued back in 2018:

    https://hotcopper.com.au/data/attachments/3149/3149692-e00e0792237f63170ec9ea842b27cd21.jpg

    400,000 were cancelled in Jan and Feb 2019, leaving 500,000:

    https://hotcopper.com.au/data/attachments/3149/3149694-aa745ca0b403ebe7cff03af3e2d77076.jpg

    Also noted in the 2018 annual report:

    https://hotcopper.com.au/data/attachments/3148/3148907-773d7db61f81c1f4faf8eeb5be451221.jpg



    They were still in play as per the 2019 annual report released in May 2020:

    https://hotcopper.com.au/data/attachments/3148/3148862-376d68d70c199c095fb0cf8f7ccdc4fc.jpg



    ...and a reminder in the 2020 annual report, released last month (April 14th, when the sp closed at $3.53):

    https://hotcopper.com.au/data/attachments/3148/3148839-d227cf71b3ab698ae0ecc38779aae4f9.jpg


    As per the ASX notice 2A (the first post in this thread), 300,000 of these options were exercised on April 30th. The sp that day closed at $3.93.
    As per the "cashless exercise mechanism", no consideration was paid.
    AFAIK, this mechanism allows receipt of shares calculated by subtracting the exercise price from the 10-day VWAP of the shares at the time of exercising, so the person exercising the options effectively pockets the difference.
    In this case, that would be 300,000 units x circa $0.10 = $30,000 worth of shares, or about 8,000 shares.
    (I used $0.10 by eyeballing the chart; it is a rough estimate that the VWAP was around $3.75, or about $0.10 above the exercise price)... give or take, no big deal.

    It doesn't look like the KMP held any of these options, since this table from the 2020 annual report indicates that they held the $2.78 options that expired in June 2020, and they were all forfeited/expired last year:

    https://hotcopper.com.au/data/attachments/3148/3148920-63e453705cd230a9cf64a509cae32f6e.jpg



    The following indicates that there were 2 holders of the $3.66 options, but perhaps only one had vested options (300k).?

    https://hotcopper.com.au/data/attachments/3149/3149041-c07193bca96140a392f6048952d1d78e.jpg

    https://hotcopper.com.au/data/attachments/3149/3149042-9e057baa935a265effa082f4998db6ca.jpg



    So, who held the options? Seems to be some "other" employee (i.e. not one of the main culprits like MR etc)..?

    My initial suspicion was that it was one of the KMP, and there was a nod-nod wink-wink to ensure >>$3.66....but perhaps I've been reading too many of facthunter's posts

    So, not really anything untoward here (the $$ at stake were not much), but it was an interesting learning experience going through the process to see how that all worked...

    Anyway, just thought it was interesting and figured I'd share the search and (lack of) findings here, which may help others in the future on similar topics of dyor...


    DYOR



    Edit: On the search I found these two key bits of info:

    (I think someone else mentioned this first one recently)

    https://hotcopper.com.au/data/attachments/3149/3149813-af4d26c4eabda97b86520d0ba3e60829.jpg

    ... and this, showing the number of performance rights:

    https://hotcopper.com.au/data/attachments/3149/3149817-249a5d9079e75e2a3c458a626d8284cf.jpg
    https://hotcopper.com.au/data/attachments/3149/3149824-bb9af23372e1dd30a0683dd1488b77f5.jpg


    Sounds to me like Mr Hay will soon lock in a $9M pay day (2.3M performance rights) upon the MergeCo deal going ahead, regardless of achieving the associated performance metrics...?
    Plus whatever extras they have been assigned this year so far (that was @ Dec 2020).
    Seriously?
    Am I reading that correctly?
    Would the merger be categorised as a scheme of arrangement, and thereby automatically vest these performance rights?
 
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