UBS deal is a mandatory 2 year convertibalbe
note,
CITI is Perpetual Convertertible
Preferred Securities.
GIC is a creditors any time before she convert the note to
shares.Then GIC has high priority to claim debts in case CITI
or UBS go broke.GIC must convert UBS in 2 years,
For CITI deal,too complicated.Will expert pl share here.
I think GIC can hold the CITI security(bond) forever,unless
''After year 5, Citigroup may force conversion if its stock
price exceeds 130% of the conversion price Conversion''
Do u think the down side protections ,as claimed by Tony Tan,is
enough??
1.USB
mandatory 2 year convertibalbe note,
http://www.ubs.com/1/e/media_overview/media_global/latest?newsId=133686
it is the details of the note:
http://www.gic.com.sg/PDF/press_101207%20-%20Terms%20of%20the%20mandatory%20convertible%20notes.pdf
Summary Term Sheet from UBS
Issuer: UBS AG or a subsidiary of UBS AG
Instrument: Mandatory Convertible Notes (the
“Notes”)
Issue Size: CHF 13,000,000,000
Issue Price: 100%
Maturity: 2 years
Coupon: 9.00% p.a., payable annually
Convertible into: Registered shares of UBS
AG
Payment Date: 5 business days in Zurich after the
EGM
Underlying shares: Conditional capital to be created at an
extraordinary shareholders meeting of the Issuer (the "EGM"), such
EGM to take place no later than February 29, 2008
Reference Price: The average of (i) CHF 57.2 and
(ii) the average of the three daily VWAPs
on virt-x for the three days prior to the EGM,
subject to a minimum of CHF 51.48 and a maximum of CHF
62.92.
Minimum Conversion Price: 100 % of the Reference
Price
Maximum Conversion Price: 117% of the Reference
Price
Mandatory Conversion at
Maturity (Redemption):At Maturity the Notes will be
redeemed through conversion into Shares.
The conversion ratio applicable at maturity will be:
---if the share price is below the Minimum Conversion
Price, the par value divided by the Minimum
Conversion Price
--- if the share price is above the Maximum Conversion
Price, the par value divided by the Maximum
Conversion Price
--- if the share price is between the Minimum Conversion
Price
and the Maximum Conversion Price, the par value divided by
the share price.
Early Conversion: The Notes contain
market-standard provisions allowing for early at the
option of either the Issuer or the holders
Lock-up: 6 months after the Payment Date
Reset Adjustment: If UBS AG issues in excess of
CHF 5 billion Shares, other equity securities
or equity-linked securities at a sale price below the Reference
Price, or
additional mandatory convertible notes or equivalent instruments
with a payment
rate higher than the Coupon on these Notes or a Maximum Conversion
Price below the Maximum Conversion Price of these Notes, during the
one year period following the announcement of the issuance of
theseNotes, the Maximum
Conversion Price may be reduced, but to no less than the Minimum
Conversion Price.
Offering: Private Placement
2.CITI
deal==Press release fr GIC
http://www.gic.com.sg/PDF/Terms%20of%20the%20Convertible%20Preferred%20Securities.pdf
Attachment to Press Release
Terms of the Convertible Preferred Securities
Offering --- Total: USD 12.5B
Dividends --- 7.00%, non-cumulative, payable
quarterly, subject to adjustment in certain
limited circumstances
Maturity --- Perpetual
Call Protection--- Non-callable prior to year 7,
subject to a capital replacement covenant prior to year 12
Forced Conversion --- After year 5, Citigroup may
force conversion if its stock price exceeds 130% of the conversion
price Conversion
Premium--- 20%, subject to adjustment in certain
limited circumstances
Conversion Rights--- Investor may convert the
preferred stock at any time prior to a redemption date at the
prevailing conversion price
Transfer Restrictions & Standstills--- 6 month transfer
restrictions, thereafter transfer subject to
certain manner of sale restrictions
..........................................----- Six month lock up
on sale or hedging transaction
Standstills ---- Customary standstill provisions,
including restrictions on acting in concert and seeking to
influence management and ownership caps for each investor based on
bank regulatory and foreign ownership restrictions and other
provisions
Conversion Premium Reset--- There will be certain
conversion premium adjustments if Citigroup issues, within one
year, certain securities in excess
of USD 5B for which the reference price and/or conversion
price is lower