Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Jardine Strategic Holdings / Event-Driven

Following <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a>'s surprise <a href="https://links.sgx.com/FileOpen/JMH%20J.ashx?App=Announcement&amp;FileID=651169" target="_blank" rel="noopener">announcement</a> on the 8 March to acquire the 15.11% in <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic Holdings (JS SP)</a> it does not own, Strategic has now released its <a href="https://data.fca.org.uk/artefacts/NSM/Portal/NI-000021381/NI-000021381.pdf" target="_blank" rel="noopener">circular</a> to shareholders.
The special general meeting (SGM) will be held on the 12 April at 8AM - in Bermuda. 
There is no independent financial advisor casting an opinion on the fairness of the Offer consideration. The circular simply echoes that the Strategic's transaction committee unanimously recommends that independent Strategic shareholders vote in favour of the Amalgamation resolution at the SGM.
Dissenters' rights are discussed in detail, for those shareholders who are not satisfied they are being offered a fair value. 
Some granularity on the shareholder structure of Matheson, as it pertains to the Keswick family, is provided, but it is not comprehensive.
This is a done deal. Cheques are expected to be despatched on the 28 April.
More below the fold.

Following Jardine Matheson Holdings (JM SP)'s surprise announcement on the 8 March to acquire the 15.11% in Jardine Strategic Holdings (JS SP) it does not own, Strategic has now released its circular to shareholders.
The special general meeting (SGM) will be held on the 12 April at 8AM - in Bermuda. 
There is no independent financial advisor casting an opinion on the fairness of the Offer consideration. The circular simply echoes that the Strategic's transaction committee unanimously recommends that independent Strategic shareholders vote in favour of the Amalgamation resolution at the SGM.
Dissenters' rights are discussed in detail, for those shareholders who are not satisfied they are being offered a fair value. 
Some granularity on the shareholder structure of Matheson, as it pertains to the Keswick family, is provided, but it is not comprehensive.
This is a done deal. Cheques are expected to be despatched on the 28 April.
More below the fold. 

Alpha-Centric ESG Research

Kyle Rudden

I often note that whilst Asia arrived at the ESG party fashionably late, it is making up for lost time, going from idle to full-throttle often by leapfrogging large patches of middle ground. One apropos example is the recent surge in Chief Sustainability Officer (CSO) hires by Asian companies.Rather than going a typical route – like having someone in Marketing do double-duty for a year or so to delay shelling out big bucks for a proper CSO – companies such as <a href="https://www.smartkarma.com/entities/singapore-exchange-ltd" target="_blank" data-smartkarma-citation="entities:1047:1" rel="noopener">Singapore Exchange (SGX SP)</a> and  <a href="https://www.smartkarma.com/entities/hsbc-holdings-plc" target="_blank" data-smartkarma-citation="entities:516:1" rel="noopener">HSBC Holdings (0005 HK)</a> have recruited some seriously-qualified, executive-level CSOs.Big news, but I wouldn't have bothered with it a few years ago.Until recently, there wasn't much "Chief" or "Officer" to the CSO role. At best, companies hadn't yet figured out what to do with a CSO. At worst, they handed out CSO titles for optics; "greenwashing," as it were. CSOs were idealistic and motivated. Managements and Boards just didn't get it, yet.CSOs have since been excepted as equals into the "C-Suite," having proven their worth and earning a voice in all levels of strategic discourse. Exceptions do exist, the CSO role is varied and continues to evolve, and that "greenwashing" daemon still rears its ugly head every now and again.On the whole, however, CSOs are more influential than ever.From an ESG investing angle, the existence of a CSO has two specific implications: 1) it serves as a barometer of overall ESG commitment, and 2) it is associated with ESG outperformance, and lower ESG risk. For some issuers, it can even portend (portend, not predict) future ESG performance.Recent CSO activity in Asia inspired me to dig deeper. "Deeper" is relative, as the CSO pool in Asia (and elsewhere for that matter) is still very shallow. Nevertheless, this is a comprehensive analysis of the evolving CSO role in Asia – generally, and by cross-sections and topics such as:<ul>
<li>
Results: Correlative or causal, CSOs are linked to better ESG performance and lower risk.</li>
<li>
Country: Singapore and the Philippines have the most CSOs by company-count and size.  </li>
<li>
Sectors: Asian-company CSOs tend to concentrate in large-cap sectors and/or industries.</li>
<li>
Education: CSOs have more advanced degrees, from top universities, than do non-CSOs.</li>
<li>
Gender: Singapore and Thailand have the most female CSOs; Japan and India the least.</li>
</ul>

I often note that whilst Asia arrived at the ESG party fashionably late, it is making up for lost time, going from idle to full-throttle often by leapfrogging large patches of middle ground. One apropos example is the recent surge in Chief Sustainability Officer (CSO) hires by Asian companies.Rather than going a typical route – like having someone in Marketing do double-duty for a year or so to delay shelling out big bucks for a proper CSO – companies such as Singapore Exchange (SGX SP) and  HSBC Holdings (0005 HK) have recruited some seriously-qualified, executive-level CSOs.Big news, but I wouldn't have bothered with it a few years ago.Until recently, there wasn't much "Chief" or "Officer" to the CSO role. At best, companies hadn't yet figured out what to do with a CSO. At worst, they handed out CSO titles for optics; "greenwashing," as it were. CSOs were idealistic and motivated. Managements and Boards just didn't get it, yet.CSOs have since been excepted as equals into the "C-Suite," having proven their worth and earning a voice in all levels of strategic discourse. Exceptions do exist, the CSO role is varied and continues to evolve, and that "greenwashing" daemon still rears its ugly head every now and again.On the whole, however, CSOs are more influential than ever.From an ESG investing angle, the existence of a CSO has two specific implications: 1) it serves as a barometer of overall ESG commitment, and 2) it is associated with ESG outperformance, and lower ESG risk. For some issuers, it can even portend (portend, not predict) future ESG performance.Recent CSO activity in Asia inspired me to dig deeper. "Deeper" is relative, as the CSO pool in Asia (and elsewhere for that matter) is still very shallow. Nevertheless, this is a comprehensive analysis of the evolving CSO role in Asia – generally, and by cross-sections and topics such as:

Results: Correlative or causal, CSOs are linked to better ESG performance and lower risk.

Country: Singapore and the Philippines have the most CSOs by company-count and size.  

Sectors: Asian-company CSOs tend to concentrate in large-cap sectors and/or industries.

Education: CSOs have more advanced degrees, from top universities, than do non-CSOs.

Gender: Singapore and Thailand have the most female CSOs; Japan and India the least.


The Rise of the Chief Sustainability Officer in Asia

Insight Provider, CrossASEAN Research

Nicolas Van Broekhoven

Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Equity Bottom-Up

Jardine Strategic Holdings / Equity Bottom-Up

Yesterday <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic Holdings (JS SP)</a> published its annual results in which it disclosed the NAV was 58.22 USD on 31/12/20. Contrast this with the 33 USD buyout offer tabled earlier this week. Something is seriously off here. Before one goes any further,<a href="https://www.jardines.com/assets/files/Investors/Reports/strategic/js-ar2019.pdf" target="_blank" rel="noopener"> please re-read the Corporate Governance (pages 136-141) of Jardine Strategic's 2019 annual report.</a> It will be good to contrast what is written there with what is happening in real-life.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/193/684/original/image_59443962741615508974779.png?1615508975" class="editor-image img-responsive" data-smartkarma-image-id="193684"></figure>The buzzword "du jour" for all investors is ESG. For the avoidance of doubt this stands for:Environmental, Social, and Governance.In the currently proposed buyout of <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic Holdings (JS SP)</a> by <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> the entire board of both companies (largely the same people) is showing the investment community what it really thinks about the G in ESG. Given the transaction was advised by both <a href="https://www.smartkarma.com/entities/jpmorgan-chase-co" target="_blank" data-smartkarma-citation="entities:277:1" rel="noopener">JPMorgan Chase &amp; Co (JPM US)</a> and <a href="https://www.smartkarma.com/entities/hsbc-holdings-plc" target="_blank" data-smartkarma-citation="entities:516:1" rel="noopener">HSBC Holdings (5 HK)</a> we now also know how "ingrained" the ESG ethos is in practice at those banks.Given the +/-85% ownership of Jardine Strategic by Matheson, one would expect that Matheson could not vote on the proposed transaction and only Jardine Strategic minorities would have an actual vote to deem this offer "fair and reasonable" and give it their thumbs up/down at an SGM. Not in this case. Matheson is intending to use its 85% votes to "ram" this offer across the finish line. Which explains why Matheson expects this deal to close by the end of April 2021. Some changes take decades at Jardine, others clearly don't.It is astonishing that not a single person in these large banking institutions has stood up to Jardine's board and challenged them on the "fairness", "correctness" and "governance" of its proposed 33 USD offer. It is not because you have found some loophole, as made clear by David Webb, in your byzantine listings between Bermuda-Singapore-London that you are required to put your "Gangster" hat on and use it. The "Governance" hat could have been used, a fair buyout of Strategic shareholders could have been chosen but...it was not. The 33 USD offer price might have been a 20% premium to last Friday's closing price but other than that it was a completely arbitrary number unrelated to its Net Asset Value.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/193/672/original/image_53585158121615504013720.png?1615504014" class="editor-image img-responsive" data-smartkarma-image-id="193672"></figure>Any ESG fund worth their name in salt should therefore shun Jardine and any of its subsidiaries as the directors at Jardine are mostly the same directors at <a href="https://www.smartkarma.com/entities/dairy-farm-intl-hldgs-ltd" target="_blank" data-smartkarma-citation="entities:7427:1" rel="noopener">Dairy Farm Intl Hldgs (DFI SP)</a>, <a href="https://www.smartkarma.com/entities/mandarin-oriental-intl-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental Intl (MAND SP)</a>, <a href="https://www.smartkarma.com/entities/hongkong-land-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15465:1" rel="noopener">Hongkong Land (HKL SP)</a>  and <a href="https://www.smartkarma.com/entities/jardine-cycle-carriage-ltd" target="_blank" data-smartkarma-citation="entities:347:1" rel="noopener">Jardine Cycle &amp; Carriage (JCNC SP)</a>. If you do invest in any of the above know one thing: the ESG statements in their annual reports are not worth the paper they are written on. Buyer beware.

Yesterday Jardine Strategic Holdings (JS SP) published its annual results in which it disclosed the NAV was 58.22 USD on 31/12/20. Contrast this with the 33 USD buyout offer tabled earlier this week. Something is seriously off here. Before one goes any further, please re-read the Corporate Governance (pages 136-141) of Jardine Strategic's 2019 annual report. It will be good to contrast what is written there with what is happening in real-life.The buzzword "du jour" for all investors is ESG. For the avoidance of doubt this stands for:Environmental, Social, and Governance.In the currently proposed buyout of Jardine Strategic Holdings (JS SP) by Jardine Matheson Holdings (JM SP) the entire board of both companies (largely the same people) is showing the investment community what it really thinks about the G in ESG. Given the transaction was advised by both JPMorgan Chase &amp; Co (JPM US) and HSBC Holdings (5 HK) we now also know how "ingrained" the ESG ethos is in practice at those banks.Given the +/-85% ownership of Jardine Strategic by Matheson, one would expect that Matheson could not vote on the proposed transaction and only Jardine Strategic minorities would have an actual vote to deem this offer "fair and reasonable" and give it their thumbs up/down at an SGM. Not in this case. Matheson is intending to use its 85% votes to "ram" this offer across the finish line. Which explains why Matheson expects this deal to close by the end of April 2021. Some changes take decades at Jardine, others clearly don't.It is astonishing that not a single person in these large banking institutions has stood up to Jardine's board and challenged them on the "fairness", "correctness" and "governance" of its proposed 33 USD offer. It is not because you have found some loophole, as made clear by David Webb, in your byzantine listings between Bermuda-Singapore-London that you are required to put your "Gangster" hat on and use it. The "Governance" hat could have been used, a fair buyout of Strategic shareholders could have been chosen but...it was not. The 33 USD offer price might have been a 20% premium to last Friday's closing price but other than that it was a completely arbitrary number unrelated to its Net Asset Value.Any ESG fund worth their name in salt should therefore shun Jardine and any of its subsidiaries as the directors at Jardine are mostly the same directors at Dairy Farm Intl Hldgs (DFI SP), Mandarin Oriental Intl (MAND SP), Hongkong Land (HKL SP)  and Jardine Cycle &amp; Carriage (JCNC SP). If you do invest in any of the above know one thing: the ESG statements in their annual reports are not worth the paper they are written on. Buyer beware.

G Stands for Governance: When Jardine Makes a Mockery of ESG; JS Publishes 58.22 USD NAV on 31/12/20

<a href="https://www.smartkarma.com/entities/sunpower-group-ltd" target="_blank" data-smartkarma-citation="entities:18395:1" rel="noopener">Sunpower Group (SPWG SP)</a> reported FY20 results which showed record performance across GI and M&amp;S business. Nothing in today's release changes our long-term bullish thesis on the company.As announced earlier this year the company will separate the M&amp;S and GI businesses by late 1H21. As of 2H21 Sunpower will be a 100% GI story which should attract a higher multiple to a steady high cash flow generating business. Once the market understands this we think Sunpower re-rates significantly higher. That said, we continue to believe that 1H21 results could be messy as the separation takes place and investors could take a wait-and-see approach. The downside is capped by a special dividend of 0.2359 SGD (29.4% dividend yield on 0.80 SGD share price).Fair Value lowered from 1.42 SGD to 1.38 SGD (including special dividend payout), or another 78% total return upside.

Sunpower Group (SPWG SP) reported FY20 results which showed record performance across GI and M&amp;S business. Nothing in today's release changes our long-term bullish thesis on the company.As announced earlier this year the company will separate the M&amp;S and GI businesses by late 1H21. As of 2H21 Sunpower will be a 100% GI story which should attract a higher multiple to a steady high cash flow generating business. Once the market understands this we think Sunpower re-rates significantly higher. That said, we continue to believe that 1H21 results could be messy as the separation takes place and investors could take a wait-and-see approach. The downside is capped by a special dividend of 0.2359 SGD (29.4% dividend yield on 0.80 SGD share price).Fair Value lowered from 1.42 SGD to 1.38 SGD (including special dividend payout), or another 78% total return upside.

Sunpower: Good FY20 Figures; Now in Transition to 100% GI by 2H21. Risk/Reward Highly Attractive

Silver Point

Thomas J. Monaco

Independent Insight Provider

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

*Negative Jaws:  Oversea Chinese Banking Corp. (OCBC.SP) [OCBC] reported 4Q20 net profit of SGD 1.1 bn, a SGD 102 mn (9.9%) increase on a linked quarter basis. Were it not for the 0.7% tax rate as opposed to the 12.2% tax rate during 3Q20, OCBC’s bottom-line performance would have come in at SGD 994 mn  - down SGD 34 mn (3.3%). In addition, OCBC continues to suffer from negative operating jaws, with revenues declining 2.6% and costs increasing 2.3%;*Credit Improving In Reality: We have become more optimistic. By our calculation, we find that net new NPL growth continued to be negative on an annualized basis at SGD 78 mn or 8.0% annualized (versus 2.3% annualized).  We also find that reserves are now where they need to be, which is a far cry from where currently DBS Group Holdings (DBS.SP) is; and*Insurance Weakness: Great Eastern Holdings (GE.SP) [Great Eastern] reported 2H20 bottom-line results of SGD 688.5 mn, improving SGD 348.6 mn (102.5%) HOH. However, when we exclude 2H20’s net gains on sale of SGD 3.8 bn, core operating results were far from impressive at a loss of SGD 3.1 bn versus operating income SGD 217.3 mn in 1H20.

*Negative Jaws:  Oversea Chinese Banking Corp. (OCBC.SP) [OCBC] reported 4Q20 net profit of SGD 1.1 bn, a SGD 102 mn (9.9%) increase on a linked quarter basis. Were it not for the 0.7% tax rate as opposed to the 12.2% tax rate during 3Q20, OCBC’s bottom-line performance would have come in at SGD 994 mn  - down SGD 34 mn (3.3%). In addition, OCBC continues to suffer from negative operating jaws, with revenues declining 2.6% and costs increasing 2.3%;*Credit Improving In Reality: We have become more optimistic. By our calculation, we find that net new NPL growth continued to be negative on an annualized basis at SGD 78 mn or 8.0% annualized (versus 2.3% annualized).  We also find that reserves are now where they need to be, which is a far cry from where currently DBS Group Holdings (DBS.SP) is; and*Insurance Weakness: Great Eastern Holdings (GE.SP) [Great Eastern] reported 2H20 bottom-line results of SGD 688.5 mn, improving SGD 348.6 mn (102.5%) HOH. However, when we exclude 2H20’s net gains on sale of SGD 3.8 bn, core operating results were far from impressive at a loss of SGD 3.1 bn versus operating income SGD 217.3 mn in 1H20. 

Oversea Chinese Banking Corp. – Mixed Bag, But AQ Improving

Singapore

Singapore Exchange Limited owns and operates Singapore's Securities and derivatives exchange and their related clearing houses.  The Company also provides ancillary securities processing and information technology services to participants in the financial sector.

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SGX (SGX SP)

Jardine Strategic: SGM On The 12 April

I would avoid both Strategic and Matheson. I like Mandarin Oriental at a 0.6x P/B - and book value is not market value. HKL is inexpensive at 0.3x...

David Blennerhassett

The Rise of the Chief Sustainability Officer in Asia

Chief Sustainability Officers can impact ESG performance and risk-adjusted returns. CSOs are becoming more common anong Asian companies, which are...

Kyle Rudden

G Stands for Governance: When Jardine Makes a Mockery of ESG; JS Publishes 58.22 USD NAV on 31/12/20

ESG is the buzzword "du jour". When the G in ESG gets put to the test in the recent Jardine Strategic buyout the 33 USD offer price looks extremely...

Nicolas Van Broekhoven

Sunpower: Good FY20 Figures; Now in Transition to 100% GI by 2H21. Risk/Reward Highly Attractive

Sunpower powers ahead with solid FY20 results. Investors should ignore the 4Q20 drop in revenues and profits and focus on the exciting split...

Nicolas Van Broekhoven

Oversea Chinese Banking Corp. – Mixed Bag, But AQ Improving

OVERSEA CHINESE BANKING CORP: Were it not for the 0.7% tax rate as opposed to the 12.2% tax rate during 3Q20, OCBC’s bottom-line would've declined...

Thomas J. Monaco

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