bank negotiation, page-18

ELDPA (if takeover, the VWAP is increased by 50% of difference between VWAP immediately before takeover bid and offer price); So you get less shares but not to account for full price of takeover.

"If the Conversion or Resale occurs as a result of a takeover bid for Futuris or as a
result of certain schemes of arrangement involving a change of control of Futuris, the
conversion rate or proceeds of Resale may be adjusted to provide Holders with some
of the premium (if any) in the takeover or scheme price over the market price for
Ordinary Shares which applied before announcement of the bid or scheme (see clause
7.1 and the adjustment mechanism in clause 7.2 of the Terms).


7.1 Conversion Number
The number of Ordinary Shares to be issued for each Hybrid which is Converted on a Realisation Date is calculated in
accordance with the following formula:
Conversion Number = VWAP ( DF)
RA
× 1−
where:
RA is the Realisation Amount for the Hybrid; and
DF is the Discount Factor; and
VWAP is VWAP for the period of 20 Business Days immediately preceding the Realisation Date for the Hybrid.
7.2 Adjustments for takeover or scheme of arrangement
If a Hybrid is Converted pursuant to:
(a) an Issuer Realisation Notice given in respect of an Acquisition Event; or
(b) a Holder Request given in respect of a Trigger Event under clause 5.1(b) or clause 5.1(c),
(each a Relevant Event), then the denominator in the formula in clause 7.1 for the Hybrid is equal to the lesser of:
(i) 97.5% of the offer price under the takeover bid or the consideration under the scheme of arrangement the
subject of the Relevant Event; and
(ii) the VWAP (expressed as a dollar value) calculated in respect of the period of 20 Business Days on which
trading in Ordinary Shares took place immediately preceding (but excluding) the announcement of the
takeover bid or the scheme of arrangement the subject of the Relevant Event, plus 50% of the amount
calculated by subtracting that VWAP from the offer price under the takeover bid or the consideration under
the scheme of arrangement the subject of the Relevant Event.
In the case of non-cash consideration, the calculations under this clause 7.2 will be performed using the value of the offer
price or the consideration as reasonably determined by the Issuer. The Issuer may rely on the advice of an investment
bank, accounting firm or other professional financial adviser in this regard.