I posted the following on the Yahoo board. Open for comments on my assessment.
From the release..
The Integrated securities offered will be units, each unit (''the Unit'') will consist of: one share of common stock; one Class A Warrant to purchase one share of the Integrated's common stock at a purchase price of $3.00 per share, exercisable twelve months from the date of issuance of the Unit; and one Class B Warrant to purchase one share of the Integrated's common stock at a purchase price of $5.00 per share, exercisable twenty four months from the date of issuance of the Unit. It is contemplated that the Units will be publicly traded as a separate security and their component securities will not be allowed to be detached. In the event that the market price of Integrated's Common Stock exceeds the warrant exercise price of either Class of Warrants by at least 20% for a period of five successive trading days, that Class of Warrants will be subject to call by Integrated at a call price of $.10 per Warrant for the succeeding 30 day period.
In other words, this is the way I read it...
For each share of GBIT you own, you will get one UNIT of IGHS. Each UNIT will be comprised of ONE share of IGHS common stock, ONE Class A warrant and ONE Class B warrant. The 3 securities CANNOT be traded separately - they are a UNIT.
Class A warrants - for each unit you own, you get a Class A warrant which gives you the RIGHT to buy ONE share of IGHS common stock for $3.00 each. In other words, you pay $3.00 to convert each warrant into a share of common stock. But there is a restriction. You have to hold the UNIT for 365 days from the day the UNITS are issued to you before you can pay $3.00 each to convert the warrants into common shares.
Now the other kicker. If the common stock of IGHS trades at 20% or more above $3.00 for 5 consecutive trading days, IGHS has the right, for the next 30 days, to CALL the warrants in, not allowing you to exercise them, and they will pay you $.10 for each warrant. So, if IGHS shares trade at $3.60 or more for 5 trading days, IGHS can tell you "your warrants to buy the stock at $3.00 are no good, you can't have the 20%, but we'll give you $.10 each because we're such nice guys." You just "lost" 16.666%!
Class B warrants - the same rules as above apply except the exercise price is $5.00 and you have to have them for 2 years. The 20% rule applies here too, and means if the stock hits $6.00 they can tell you what nice guys they are and give you a dime instead of letting you exercise at $5 and sell for $6. You just "lost" another 18%!
On the plus side, it appears as though a holder of the units has two 5-day "windows of opportunity" to exercise the warrants. One after 12 months and one after 24 months. But then again, maybe not. I don't see anything that prevents them from calling the warrants within the first 365 days. Looks like the best case for Class A warrant exercise, is if the common never goes above $3.59 for the first 12 months + 5 trading days and is actually AT $3.59 12 months + 5 trading days after issue. Then, exercise and win!
Exercising of warrants increases the number of shares outstanding, BUT also provides capital to the company.
If the price of the common stock NEVER gets to $3 (or $5), who, in their right mind, would exercise and pay $3.00 (or $5.00) a share when they could get it on the open market for less? So, are the warrants worth anything? You be the judge.
And they think this is an offer too good to refuse??????
Maybe I'm missing something?? I don't think so - it's all there in plain English! If I am wrong, I welcome someone from IGHS to get on here, pronto, and explain.
We need a clarification as to whether IGHS meant "exercisable WITHIN twelve months" - or "exercisable AFTER twelve months".
Their statement was "exercisable twelve months FROM the date of issue". My interpretation is AFTER.
IMO, read that prospectus VERRRY CAREFULLY before voting one way or the other! |
