suspicious closing activity., page-7

there are 2 different issues
Issue of shares under Options Agreement
Issue of Shares under C/Note

Option expires I think 31 Dec 2008. Any time up to the 31 Dec the Option holder can give notice of calling up the option and can then subscribe for 20 million shares. the price they will pay for those 20 million shares will be the average price at which ICN shares traded over the last 5 days immediately prior to the exercise of the option. Clearly the Option Holder will call for the exercise of the Option when the price is at its lowest.

C/Note: that was issued for $20m, and is redeemed for cash or shares in 2011. There was no statement by ICN advising us at what price that C/Note will convert to shares at. If the conversion price is at todays closing 10.5c then the C/N holder will get 190 million shares in 2011. Theres about 313m shares on issue, so they would have 60% of the company.
So the price at which the C/N convert is crucial.
One would expect that the Board would negotiate the conversion price set for 2011 at something a hell of a lot higher than today's closing price !!!
But even if that price is say 15c then the C?N holder would get 133m shares or 42% of ICN.
That is why the C/N issue must be approved by s/h at an EGM - because the C/N will get the ability to take a stake in ICN of greater than 20%. Over 20% they would normally need to make a T/over bid for the whole company.