Event-Driven Investment Opportunities, Special Situation Investments

Dalius Tauraitis

Event-Driven Investment Opportunities

Special Situation Investments

Focus on event-driven trades and low risk arbitrage opportunities with short term catalysts

Event-Driven

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Sirketi / Event-Driven

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Sirketi (Hepsiburada) operates as an online e-commerce company. The Company offers electronic, fashion, home living, stationery, sports, outdoor, cosmetics, and personal care products. Hepsiburada serves customers in Turkey.

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Sirketi (HEPS US)

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Sirketi

<ul><li>D-Market's controlling stake is being sold to Kaspi, acquiring Class A shares at $7.57 and Class B at $4.75.</li><li>Turkish law mandates a takeover offer for minority shares, but HEPS's ADR structure exempts it from this requirement.</li><li>Activism efforts aim to increase HEPS's shareholders to 500, potentially forcing Kaspi to include minority shareholders.</li></ul>

D-Market's controlling stake is being sold to Kaspi, acquiring Class A shares at $7.57 and Class B at $4.75.Turkish law mandates a takeover offer for minority shares, but HEPS's ADR structure exempts it from this requirement.Activism efforts aim to increase HEPS's shareholders to 500, potentially forcing Kaspi to include minority shareholders.

Analyzing the Regulatory Loophole in Kaspi's Acquisition of D-Market's Controlling Stake and Potential Outcomes

<ul><li>D-Market Electronic Services &amp; Trading's (HEPS) controlling stake is being sold to Kaspi, exploiting a regulatory loophole to avoid a mandatory takeover offer.</li><li>Aker Carbon Capture (ACC:OL) sold its business, leaving a cash shell trading at a 20% discount to net cash.</li><li>Ambase (ABCP) is litigating over an Equity Put Right, with summary judgment motions scheduled, potentially impacting share price.</li></ul>

D-Market Electronic Services &amp; Trading's (HEPS) controlling stake is being sold to Kaspi, exploiting a regulatory loophole to avoid a mandatory takeover offer.Aker Carbon Capture (ACC:OL) sold its business, leaving a cash shell trading at a 20% discount to net cash.Ambase (ABCP) is litigating over an Equity Put Right, with summary judgment motions scheduled, potentially impacting share price.

Strategic Transactions and Legal Developments: HEPS, ACC:OL, ABCP, BELFB, NWOR:L, EMBRAC, AVAP:L

European Event-Driven Analyst

Jesus Rodriguez Aguilar

Porsche Automobil Holding  / Event-Driven

Porsche Automobil Holding SE is a holding company. The Company, through its subsidiaries, offers development, production, and sale of automobiles along with financial services. Porsche operates worldwide.

<ul>
<li>Porsche SE, a holding company, controls 53.3% of Volkswagen (VW) and 25% (+1 share) of Porsche AG, leveraging a dual-class share structure to consolidate control with minimal economic stakes.</li>
<li>Net debt of €5.16 billion, accrued from the Porsche AG stake acquisition, relies heavily on VW and Porsche AG dividends for debt servicing, with CF uncertainties tied to VW's restructuring.</li>
<li>Porsche SE trades at a 31.8% discount to NAV, reflecting legal liabilities, debt reduction priorities, and holding structure complexities, but this discount could tighten to 20% as risks subside.</li>
</ul>


Porsche SE, a holding company, controls 53.3% of Volkswagen (VW) and 25% (+1 share) of Porsche AG, leveraging a dual-class share structure to consolidate control with minimal economic stakes.
Net debt of €5.16 billion, accrued from the Porsche AG stake acquisition, relies heavily on VW and Porsche AG dividends for debt servicing, with CF uncertainties tied to VW's restructuring.
Porsche SE trades at a 31.8% discount to NAV, reflecting legal liabilities, debt reduction priorities, and holding structure complexities, but this discount could tighten to 20% as risks subside.


High Conviction 2025: Porsche's SE Discount to NAV Reduction

Aker Carbon Capture ASA develops carbon capture technology products. The Company offers products to reduce CO2 emissions from industrial flue gases. Aker Carbon Capture serves customers worldwide.

<ul><li>Aker Carbon Capture (ACC) trades at a 21% discount to net cash, with a market cap of NOK 3.6bn versus NOK 4.6bn cash.</li><li>Aker Horizons, ACC's parent, faces liquidity challenges with NOK 6.1bn debt due by early 2026 and limited cash reserves.</li><li>ACC's potential capital return announcement could narrow the discount to NAV, with risks of minority shareholder dilution.</li></ul>

Aker Carbon Capture (ACC) trades at a 21% discount to net cash, with a market cap of NOK 3.6bn versus NOK 4.6bn cash.Aker Horizons, ACC's parent, faces liquidity challenges with NOK 6.1bn debt due by early 2026 and limited cash reserves.ACC's potential capital return announcement could narrow the discount to NAV, with risks of minority shareholder dilution.

Aker Carbon Capture: Discount to NAV, Potential Capital Return, and Aker Horizons' Debt Challenges

International Distributions Services / Event-Driven

International Distributions Services plc provides postal and delivery services. The Company offers letter and parcel delivery services. International Distributions Services serves consumers, sole traders, SMEs, large businesses, and access operators worldwide.

International Distributions Services (IDS LN)

<ul>
<li>Approval and Safeguards: The UK government approved EP Group's £5.3 billion acquisition of IDS, with legally binding commitments to retain Royal Mail's headquarters, tax residence, and universal service obligations.</li>
<li>IDS faces declining mail volumes, delivery fines, and the need for operational reforms; EP Group aims to revitalize the company leveraging expertise in energy and logistics sectors.</li>
<li>A done deal, in my view. The acquisition is expected to close in Q1 2025.</li>
</ul>


Approval and Safeguards: The UK government approved EP Group's £5.3 billion acquisition of IDS, with legally binding commitments to retain Royal Mail's headquarters, tax residence, and universal service obligations.
IDS faces declining mail volumes, delivery fines, and the need for operational reforms; EP Group aims to revitalize the company leveraging expertise in energy and logistics sectors.
A done deal, in my view. The acquisition is expected to close in Q1 2025.


European event-driven, risk-arb & special-sits

Europe Event-Driven
European event-driven, risk-arb & special-sits

Analyzing the Regulatory Loophole in Kaspi's Acquisition of D-Market's Controlling Stake and Potential Outcomes

D-Market's controlling stake is being sold to Kaspi, acquiring Class A shares at $7.57 and Class B at $4.75.

Special Situation Investments

Strategic Transactions and Legal Developments: HEPS, ACC:OL, ABCP, BELFB, NWOR:L, EMBRAC, AVAP:L

D-Market Electronic Services & Trading's (HEPS) controlling stake is being sold to Kaspi, exploiting a regulatory loophole to avoid a mandatory...

Special Situation Investments

High Conviction 2025: Porsche's SE Discount to NAV Reduction

Porsche SE is currently trading at a 31.8% discount to NAV. The discount will continue to tighten toward approximately 20% as legal claim risks...

Jesus Rodriguez Aguilar

Aker Carbon Capture: Discount to NAV, Potential Capital Return, and Aker Horizons' Debt Challenges

Aker Carbon Capture (ACC) trades at a 21% discount to net cash, with a market cap of NOK 3.6bn versus NOK 4.6bn cash.

Special Situation Investments

Green Light from British Government

UK government approves EP Group's £5.3 billion acquisition of IDS, with commitments to retain Royal Mail's headquarters and service obligations.

Jesus Rodriguez Aguilar

Analyzing the Regulatory Loophole in Kaspi's Acquisition of D-Market's Controlling Stake and Potential Outcomes

D-Market's controlling stake is being sold to Kaspi, acquiring Class A shares at $7.57 and Class B at $4.75.

Special Situation Investments

Strategic Transactions and Legal Developments: HEPS, ACC:OL, ABCP, BELFB, NWOR:L, EMBRAC, AVAP:L

D-Market Electronic Services & Trading's (HEPS) controlling stake is being sold to Kaspi, exploiting a regulatory loophole to avoid a mandatory...

Special Situation Investments

High Conviction 2025: Porsche's SE Discount to NAV Reduction

Porsche SE is currently trading at a 31.8% discount to NAV. The discount will continue to tighten toward approximately 20% as legal claim risks...

Jesus Rodriguez Aguilar

Aker Carbon Capture: Discount to NAV, Potential Capital Return, and Aker Horizons' Debt Challenges

Aker Carbon Capture (ACC) trades at a 21% discount to net cash, with a market cap of NOK 3.6bn versus NOK 4.6bn cash.

Special Situation Investments

Green Light from British Government

​UK government approves EP Group's £5.3 billion acquisition of IDS, with commitments to retain Royal Mail's headquarters and service obligations.

Jesus Rodriguez Aguilar

UK government approves EP Group's £5.3 billion acquisition of IDS, with commitments to retain Royal Mail's headquarters and service obligations.