Can anyone suggest why the Wesfarmers Partiallly Protected Shares (WESN) are trading only marginally above, or even sometimes at a discount to, the Wesfarmers Ordinary Shares (WES). For instance, today they closed at a discount: WES = $29.28 and WESN = $29.11.
Considering that WESN have exactly the same entitlements as WES in every respect (dividends, voting rights etc.), can be converted at the option of the shareholder to WES shares at anytime at no cost, but additionally have a variable degree of price protection when WES is trading under $43.92, they should command a substantial premium IMO. These are the key terms:
If the two month VWAP for Wesfarmers Ordinary Shares is greater than $35.14 but less than $43.92 at the date of the Lapse Notice, holders of Wesfarmers PPS will receive a bonus issue of Wesfarmers Ordinary Shares (up to 0.25 Wesfarmers Ordinary Shares per Wesfarmers PPS) such that the total value of Wesfarmers Ordinary Shares received will be $43.92. If the two month VWAP for Wesfarmers Ordinary Shares is greater than $43.92, holders of Wesfarmers PPS will not receive any bonus issue.
However, if the two month VWAP for Wesfarmers Ordinary Shares is below $35.14 on the date of the Lapse Notice there is no additional price protection and Wesfarmers PPS Holders will receive the maximum bonus issue of 0.25 Wesfarmers Ordinary Shares per Wesfarmers PPS.
As I read the above and it corresponds to the examples in the prospectus, you are guaranteed a minimum $43.92 in WES shares for each WESN at the lapse date when WES is between $35.14 and $43.92. When WES is trading under $35.14 then you will get 1.25 WES for each WESN at lapse date conversion. So at today's closing price of $29.28 for WES (assuming that at conversion time that was the two month VWAP for WES) each WESN would convert to 1.25 WES, or $36.60 in share value. Yet it is only commanding $29.11 in the market.
I don't understand why it doesn't command a premium of 25% of the WES price, when WES is trading under $35.14 and a gradually reducing premium when WES is above $35.14, cutting out when WES reached $43.92.
The Lapse Date is about 4 years following the WESN issue (so 3.5 years from now) and may be extended if the ASX200 index sits under 6,500 around that time. So there is a timing issue, but that should be immaterial to the premium it should command. The only clause in the Ts&Cs that worries me is the following, but I can't see how that might override the conversion terms mentioned above.
In the event that additional shares are issued in respect of Wesfarmers PPS, the total number of additional shares to be issued will be up to approximately 38.5 million Wesfarmers Ordinary Shares.
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