Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

As expected, on 22 September 2021, Temasek <a href="https://links.sgx.com/FileOpen/Offer%20Announcement.ashx?App=Announcement&amp;FileID=684187" target="_blank" rel="noopener">announced</a> its Mandatory General Offer for shares of <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a>. As suggested in <a href="https://www.smartkarma.com/insights/sembcorp-marine-rights-done-the-mgo-option-it-is" target="_blank" data-smartkarma-citation="insights:57802" rel="noopener">Sembcorp Marine Rights Done - The MGO Option It Is</a>, Temasek ended up at 46.6% which triggers an offer to remain in compliance with Rule 14.1 of the Takeover Code.  For each Offer Share: S$0.08 in cash (the "Offer Price").  The Offer Price is final and the Offeror will not revise the Offer Price or any other terms of the MGO.There are conditions of which one must take note.Pursuant to Rule 14.2 of the Code, if the Offeror Concert Party Group does not hold more than 50% of the issued Shares when the MGO is made, the MGO is required to be made conditional upon the Offeror Concert Party Group receiving such number of acceptances which would result in the Offeror Concert Party Group holding more than 50% of the voting rights attributable to the share capital of the Company.IF the Offer garners shares which would take it above 50%, then it would become Unconditional. Until then, the offer is not unconditional, or complete, if it does not get to 50%. Importantly, the Offer will last 28 days and "if the MGO becomes unconditional as to acceptances before the Closing Date or even if the MGO becomes unconditional as to acceptances on the Closing Date itself, there will not be any extension of the Closing Date and Shareholders who do not accept the MGO by the Closing Date will not be able to do so after the Closing Date."No extension. At all. The proposal I made on the 19th when the shares were S$0.084 the previous close was that the stock would probably fall once shares were delivered, but that once fallen, the shares would have much better upside vs downside skew if they reached S$0.079-0.081. The shares actually popped on delivery, but a day later we still closed S$0.081. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/231/489/original/Screenshot+2021-09-24+at+1.03.26+AM.png?1632416647" class="editor-image img-responsive" data-smartkarma-image-id="231489"></figure></section>This situation leaves us with an interesting profile. More details below.

As expected, on 22 September 2021, Temasek announced its Mandatory General Offer for shares of Sembcorp Marine (SMM SP). As suggested in Sembcorp Marine Rights Done - The MGO Option It Is, Temasek ended up at 46.6% which triggers an offer to remain in compliance with Rule 14.1 of the Takeover Code.  For each Offer Share: S$0.08 in cash (the "Offer Price").  The Offer Price is final and the Offeror will not revise the Offer Price or any other terms of the MGO.There are conditions of which one must take note.Pursuant to Rule 14.2 of the Code, if the Offeror Concert Party Group does not hold more than 50% of the issued Shares when the MGO is made, the MGO is required to be made conditional upon the Offeror Concert Party Group receiving such number of acceptances which would result in the Offeror Concert Party Group holding more than 50% of the voting rights attributable to the share capital of the Company.IF the Offer garners shares which would take it above 50%, then it would become Unconditional. Until then, the offer is not unconditional, or complete, if it does not get to 50%. Importantly, the Offer will last 28 days and "if the MGO becomes unconditional as to acceptances before the Closing Date or even if the MGO becomes unconditional as to acceptances on the Closing Date itself, there will not be any extension of the Closing Date and Shareholders who do not accept the MGO by the Closing Date will not be able to do so after the Closing Date."No extension. At all. The proposal I made on the 19th when the shares were S$0.084 the previous close was that the stock would probably fall once shares were delivered, but that once fallen, the shares would have much better upside vs downside skew if they reached S$0.079-0.081. The shares actually popped on delivery, but a day later we still closed S$0.081. This situation leaves us with an interesting profile. More details below. 

Sembcorp Marine MGO - The Implied Option Tells You About the Market, And It's The Wrong Price.

The <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> Rights Offering is complete, and <a href="https://links.sgx.com/FileOpen/Announcement%20on%20Results%20of%20Rights%20Issue.ashx?App=Announcement&amp;FileID=683891" target="_blank" rel="noopener">allocations are out</a> as of Friday night.  and it turns out, the MGO Option as discussed in <a href="https://www.smartkarma.com/insights/one-more-day-to-trade-sempcorp-marine-rights-harvest-the-spread-or-buy-the-mgo-option" target="_blank" data-smartkarma-citation="insights:57287" rel="noopener">One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Option</a>as rights trading was coming to a close, was the right way to think about it. Only 84.2% of the Offering was covered by shareholders exercising their rights. Temasek took 42.6%, which means that only 72% of the other shareholders took up their rights. That meant that based on the Offering Circular and the Temasek Undertakings therein, Temasek was going to end up increasing its stake by more than 1%, thereby triggering an MGO Option (it required 98.33% minority takeup to avoid going over the MGO trigger).As I described it, there was still potential risk of MGO non-completion, and the results of the Rights Issue seems to suggest there is still potential risk of MGO non-completion.More below the fold.

The Sembcorp Marine (SMM SP) Rights Offering is complete, and allocations are out as of Friday night.  and it turns out, the MGO Option as discussed in One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Optionas rights trading was coming to a close, was the right way to think about it. Only 84.2% of the Offering was covered by shareholders exercising their rights. Temasek took 42.6%, which means that only 72% of the other shareholders took up their rights. That meant that based on the Offering Circular and the Temasek Undertakings therein, Temasek was going to end up increasing its stake by more than 1%, thereby triggering an MGO Option (it required 98.33% minority takeup to avoid going over the MGO trigger).As I described it, there was still potential risk of MGO non-completion, and the results of the Rights Issue seems to suggest there is still potential risk of MGO non-completion.More below the fold.

Sembcorp Marine Rights Done - The MGO Option It Is

The Rights of <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> started trading on 31 August, trading rich the first day, as expected, then falling. After closing at half a cent on the first day of trading, they are now trading at 0.001-0.002 despite Sembcorp Marine shares trading at 8.5-8.6 cts. 
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<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/228/288/original/Screenshot+2021-09-07+at+12.03.08+PM.png?1630987559" class="editor-image img-responsive" data-smartkarma-image-id="228288"></figure>
</section>
If there were borrow on SMM left, it would be a great arb.
As it is, every long-only holder who is UP money in their portfolio should, if they can, sell the SMM shares and replace with SMM Rights. It will give them a 5% spread on their SMM shares. 
They have the rest of today and tomorrow to trade. 
There is also an "MGO Option." And this bit is interesting.

The Rights of Sembcorp Marine (SMM SP) started trading on 31 August, trading rich the first day, as expected, then falling. After closing at half a cent on the first day of trading, they are now trading at 0.001-0.002 despite Sembcorp Marine shares trading at 8.5-8.6 cts. 



If there were borrow on SMM left, it would be a great arb.
As it is, every long-only holder who is UP money in their portfolio should, if they can, sell the SMM shares and replace with SMM Rights. It will give them a 5% spread on their SMM shares. 
They have the rest of today and tomorrow to trade. 
There is also an "MGO Option." And this bit is interesting.

One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Option

David Blennerhassett

Last Week in Event SPACE: Sembcorp, CK Hutch, Prosus/Naspers, Z Energy, Milton, China Logistics

SGX Market Strategist, Equity & Fixed Income, Singapore Exchange Ltd (SGX)

Geoff Howie

SGX Market Strategist, Equity & Fixed Income

Asia’s leading multi-asset exchange

Singapore Exchange Ltd (SGX)

Singapore Exchange is Asia’s leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services.

With about 40% of listed companies and over 80% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asia’s most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the world’s most liquid international market for the benchmark equity indices of China, India, Japan and ASEAN.

As Asia’s pioneering central counterparty, SGX is globally recognised for its risk management and clearing capabilities, and was one of the first globally to adopt the Principles for Financial Market Infrastructure.

Headquartered in AAA-rated Singapore, SGX has over 800 employees including offices in Beijing, Chicago, Hong Kong, London, New York, Mumbai, San Francisco, Shanghai and Tokyo.

Equity Bottom-Up

Yoma Strategic Holdings / Equity Bottom-Up

Key Singapore Market Moves and Flows in July

Singapore

Seatrium Ltd offers engineering solutions for the offshore, marine, and energy industries. The Company provides rigs and floaters, repairs and upgrades, offshore platforms, and specialized shipbuilding. Seatrium serves customers worldwide.

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Seatrium (STM SP)

Sembcorp Marine MGO - The Implied Option Tells You About the Market, And It's The Wrong Price.

Sembcorp Marine MGO is now "live" (not quite, but it's announced) and the shares are trading with a big option. The market price implies there is...

Travis Lundy

Sembcorp Marine Rights Done - The MGO Option It Is

Sembcorp Marine Rights have been subscribed and allocated. <75% of non-Temasek shareholders took up their rights (Excess pro-rated at 47.1%). Now...

Travis Lundy

One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Option

Last Day+ for the Sembcorp Marine Rights - Replacement Trade for long-only/passive investors, and MGO option for arbs/events. There is some...

Travis Lundy

Last Week in Event SPACE: Sembcorp, CK Hutch, Prosus/Naspers, Z Energy, Milton, China Logistics

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Key Singapore Market Moves and Flows in July

The STI’s 1.2% gain in July brought its price gain over the first seven months to 11.4%, with dividends boosting the total return to 13.2%,...

Singapore Exchange Ltd (SGX)

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