"Plus a deferred 10% interest payment." - They were previously getting a quarterly timely interest payment at 10%, how is a deferred payment through the 'Moratorium Period' a plus?
"Simple really, a positive vote gives them a conversion of four shares per note ,rather than three.
I see that as a 33.3% gain on what they have now."
Noteholders would only choose to convert IFF the share price was above $0.50 (based on a 4-1 conversion) which would require a sale over US$120M (and assuming no tax, so higher if tax is payable).
Lets face it, the possibility of conversion is quite low, so this would hardly be considered a benefit to noteholders.
Also, if AZZ does a capital raise, and floods the number of shares on offer, noteholders could still actually be worse off with the 4-1 note conversion....
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