Trainee reporter Liu Zhensheng
Where to go, the investors of Steel Vanadium GFC1 (031002 SZ) stand at the crossroads that are difficult to choose.
With the overall listing plan being conditionally approved by the CSRC's Listed Company Merger and Reorganization Review Committee, the integration of Panzhihua Iron and Steel Group has gradually reached a climax. However, for the investors of Steel Vanadium GFC1, the biggest suspense of the story has not yet been revealed.
November 28, 2008 is the first day of the second exercise of Steel Vanadium GFC1, which is also a day related to the value of warrants. If Panzhihua Iron and Steel Group has completed the integration before this time, the shares from the exercise of warrants will not be able to enjoy the third-party cash option provided by Angang. If the restructuring is realized after the exercise period, there will be a large arbitrage space. Because if the restructuring is completed after the exercise and the warrant investors have the option of cash, Angang Steel will probably spend 7.119 billion more real gold and silver.
However, "on October 27, large funds have been increasing the distribution of steel vanadium GFC1, and the subsequent trend shows that the market believes that the restructuring will be completed before the exercise of rights to avoid paying more costs." After the closing on November 3, a market person told reporters. Steel Vanadium GFC1 yesterday closed at 4.617 yuan, up 1.16%. Since October 27, its price has dropped 14.5%.
However, some investors believe that if Pangang Steel Vanadium (000629. SZ) If the reorganization is completed before the exercise, it may encounter legal risks. On the afternoon of November 3, Song Xu, a lawyer from Beijing BOC Law Firm Shanghai Branch, said that he had sent a lawyer's letter to Pangang Steel Vanadium, asking on behalf of the client to stop infringing on the legitimate rights and interests of the warrant holders.
In addition, after Anshan Iron and Steel made a commitment to add a cash option, in the next two years, how New Panzhihua Iron and Steel solved the problem of trading stocks with different rights in the secondary market is also a concern of investors.
This steel vanadium is not that steel vanadium
On December 12, 2006, when Pangang Steel Vanadium issued convertible corporate bonds, 800 million warrants issued by Pangang Steel Vanadium were officially listed on the Shenzhen Stock Exchange, with a duration of two years. After the first exercise from November 28 to December 11, 2007, there are still 614 million warrants left, and the second exercise is from November 28 to December 11, 2008.
"If the reorganization is completed before the exercise period of the warrants, the stocks obtained from the exercise of the warrants are the stocks of the new Panzhihua Iron and Steel Group after the three in one, which is obviously different from the stocks of the old Panzhihua Iron and Steel Group before the merger when the warrants were issued." said an investor.
The lawyer's letter also pointed out that if the major asset restructuring of Pangang Steel Vanadium was completed before the exercise of the "Steel Vanadium GFC1" warrant on November 28, 2008, it would inevitably lead to a fundamental change in the subject matter of the "Steel Vanadium GFC1" warrant contract.
Song Xu said to reporters that after major asset acquisition and integration, the underlying securities 000629 (Pangang Steel Vanadium) will inevitably undergo major changes in assets, liabilities, net assets, production and operation status, profit status, equity structure and other aspects, leading to a fundamental change in the subject matter of the GFC1 warrant contract of Steel Vanadium.
Moreover, this change is caused by the warrant issuer. According to the announcement on the listing of Pangang Steel Vanadium warrants on December 8, 2006, the "risk factors" only mentioned the "possible future equity expansion risk", but did not indicate that the company had the risk of major asset restructuring.
"This constitutes a fundamental breach of contract for the holder of the Steel Vanadium GFC1 warrant. According to Article 107 of the Contract Law of the People's Republic of China, if one party fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with the agreement, it shall bear the liability for breach of contract by continuing to perform, taking remedial measures or compensating for losses," said Song Xu.
There is also a follow-up question: since the subject matter has changed, should the exercise price of warrants be adjusted after the reorganization? And how to adjust? Should warrant holders have the opportunity to express their opinions and opinions on a series of issues closely related to the interests of warrant holders (potential future shareholders)? These are questions that investors have.
