Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Beijing Capital Land Ltd H / Event-Driven

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<p><a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a> (BCL) has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0709/2021070901284.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.</p>
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<p>The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.</p>
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<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
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<p>As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.</p>
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<p>This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals <em>should</em> be wrapped up well before then.</p>
<p>Merger by Absorption transactions <em>typically</em> complete in around four months.</p>
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<p>More below the fold.</p>
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Beijing Capital Land Ltd H (2868 HK) (BCL) has announced a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.


The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.


The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.


As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.


This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals should be wrapped up well before then.
Merger by Absorption transactions typically complete in around four months.


More below the fold.


Beijing Capital Land (2868 HK): Delisting Offer From Parent

China Machinery Engineering / Event-Driven

<p>On the 27 May, after <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.</p>
<p>And sure enough, yesterday after the close of trading CMEC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0603/2021060300532.pdf" target="_blank" rel="noopener">announced</a> the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.</p>
<p>CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. </p>
<p>More below the fold. </p>

On the 27 May, after China Machinery Engineering (1829 HK)'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.
And sure enough, yesterday after the close of trading CMEC announced the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.
CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. 
More below the fold. 

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled

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<p>On the 13 January, <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s (CMEC) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300422.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.</p>
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<p>The Offer price was HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer Price was announced to be FINAL - it will NOT be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share was also tabled.</p>
<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
<p>Then nothing. Near-on four and half months have elapsed and the only disclosure - in the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0430/2021043000903.pdf" target="_blank" rel="noopener">monthly updates</a> - is that the pre-conditions have yet to be fulfilled.</p>
<p>Then yesterday shares gained 4.3% to close at $3.62/share, its highest level since the Offer was announced. The volume was also solid. </p>
<p>Perhaps regulatory approvals are (finally) forthcoming.</p>
<p>More below the fold.</p>
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On the 13 January, China Machinery Engineering (1829 HK)'s (CMEC) announced a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.


The Offer price was HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer Price was announced to be FINAL - it will NOT be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share was also tabled.
The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.
Then nothing. Near-on four and half months have elapsed and the only disclosure - in the monthly updates - is that the pre-conditions have yet to be fulfilled.
Then yesterday shares gained 4.3% to close at $3.62/share, its highest level since the Offer was announced. The volume was also solid. 
Perhaps regulatory approvals are (finally) forthcoming.
More below the fold.









China Machinery Engineering (1829 HK): Movement In The Works?

Zhejiang New Century Hotel Management Group / Event-Driven

Zhejiang New Century Hotel Management Group

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<p>After <a href="https://www.smartkarma.com/entities/zhejiang-new-century-hotel-management-group" target="_blank" data-smartkarma-citation="entities:27944:1" rel="noopener">Zhejiang New Century Hotel Management Group (1158 HK)</a>'s (ZNCH) shares were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0119/2021011900019.pdf" target="_blank" rel="noopener">suspended</a> ahead of trading on the 19 January "<em>pursuant to The Codes on Takeovers and Mergers which constitute inside information of the Company</em>", ZNCH has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0120/2021012000655.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from a vehicle co-owned by Sequoia China and Ocean Link.</p>
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<p>The Offer price is HK$18.15/share, a 23.9% premium to last close, and a 20.8% premium to the average closing price over the previous 30 trading days. The Offer price will not be increased. A concurrent Offer for ZNCH's domestic shares at RMB15.018066/share is also tabled.</p>
<p>ZNCH is incorporated in the PRC, and as such, there are no rights to compulsorily acquire shares or to require an Offeror do so. The only mechanism available to privatise is via a Merger by Absorption, incorporating a Scheme-like vote (≥ 75% for, ≤10% against). Additionally, as this is a "voluntary conditional offer", a tendering condition of 90% is also present.</p>
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<p>ZNCH has 280mn shares out, comprising 70,000,000 H shares (25% of shares out), 159,659,640 domestic shares (57% of shares out), and 50,340,360 unlisted foreign shares (18% of shares out). Sequoia China/Ocean Link currently hold no shares. </p>
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<p>CTrip, a pre-IPO investor, with 14.83mn H shares, has given an irrevocable <em>supporting</em> the Offer, but will NOT tender. On account of a special shareholder arrangement, CTrip is deemed to be an Offeror Concert Party and therefore does not form part of the Independent H Shareholders. </p>
<p>GreenTree, a pre-IPO investor, with 13.87mn H shares has given an irrevocable supporting the Offer and will also tender. GreenTree forms part of the Independent H Shareholders. </p>
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<p>The pre-conditions, which cannot be waived, include approvals from an anti-trust review under the Anti-Monopoly Law of the PRC, and SAMR.</p>
<p>This appears an <em>okay</em> deal. The Pre-Conditional Long Stop date is the 31 May 2021, but these approvals should be completed well before. Merger by Absorption transactions are typically wrapped up in around four months.</p>
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<p>As always, more below the fold.</p>
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After Zhejiang New Century Hotel Management Group (1158 HK)'s (ZNCH) shares were suspended ahead of trading on the 19 January "pursuant to The Codes on Takeovers and Mergers which constitute inside information of the Company", ZNCH has now announced a pre-conditional Offer from a vehicle co-owned by Sequoia China and Ocean Link.


The Offer price is HK$18.15/share, a 23.9% premium to last close, and a 20.8% premium to the average closing price over the previous 30 trading days. The Offer price will not be increased. A concurrent Offer for ZNCH's domestic shares at RMB15.018066/share is also tabled.
ZNCH is incorporated in the PRC, and as such, there are no rights to compulsorily acquire shares or to require an Offeror do so. The only mechanism available to privatise is via a Merger by Absorption, incorporating a Scheme-like vote (≥ 75% for, ≤10% against). Additionally, as this is a "voluntary conditional offer", a tendering condition of 90% is also present.


ZNCH has 280mn shares out, comprising 70,000,000 H shares (25% of shares out), 159,659,640 domestic shares (57% of shares out), and 50,340,360 unlisted foreign shares (18% of shares out). Sequoia China/Ocean Link currently hold no shares. 


CTrip, a pre-IPO investor, with 14.83mn H shares, has given an irrevocable supporting the Offer, but will NOT tender. On account of a special shareholder arrangement, CTrip is deemed to be an Offeror Concert Party and therefore does not form part of the Independent H Shareholders. 
GreenTree, a pre-IPO investor, with 13.87mn H shares has given an irrevocable supporting the Offer and will also tender. GreenTree forms part of the Independent H Shareholders. 


The pre-conditions, which cannot be waived, include approvals from an anti-trust review under the Anti-Monopoly Law of the PRC, and SAMR.
This appears an okay deal. The Pre-Conditional Long Stop date is the 31 May 2021, but these approvals should be completed well before. Merger by Absorption transactions are typically wrapped up in around four months.


As always, more below the fold.


Zhejiang New Century (1158 HK): Pre-Conditional Offer

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<p>After <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s (CMEC) shares were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0108/2021010701436.pdf" target="_blank" rel="noopener">suspended</a> ahead of trading on the 8 January  "<em>pursuant to The Codes on Takeovers and Mergers which constitute inside information of the Company</em>", CMEC has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300422.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.</p>
<p>The Offer price is HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer price will not be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share is also tabled.</p>
<p>CMEC has 4,125,700,000 shares out, comprising 908,270,000 H shares and 3,217,430,000 domestic shares.</p>
<p>SINOMACH holds 3.185bn domestic shares directly, and 32.174mn shares indirectly via China United. Together this totals 77.99% of the total voting interest in CNEC. </p>
<p>SINOMACH does not hold any H  shares.</p>
<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
<p>As CMEC is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.</p>
<p>This appears a relatively clean deal. The Long Stop date is the 13 January 2022, but this should be completed well before. Merger by Absorption transactions are typically wrapped up in around four months.</p>
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<p>More below the fold.</p>
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After China Machinery Engineering (1829 HK)'s (CMEC) shares were suspended ahead of trading on the 8 January  "pursuant to The Codes on Takeovers and Mergers which constitute inside information of the Company", CMEC has now announced a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.
The Offer price is HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer price will not be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share is also tabled.
CMEC has 4,125,700,000 shares out, comprising 908,270,000 H shares and 3,217,430,000 domestic shares.
SINOMACH holds 3.185bn domestic shares directly, and 32.174mn shares indirectly via China United. Together this totals 77.99% of the total voting interest in CNEC. 
SINOMACH does not hold any H  shares.
The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.
As CMEC is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.
This appears a relatively clean deal. The Long Stop date is the 13 January 2022, but this should be completed well before. Merger by Absorption transactions are typically wrapped up in around four months.


More below the fold.


China Machinery Engineering (1829 HK): Delisting Offer From Parent

China

Advanced Semiconductor Manufacturing Corp Ltd is a semiconductor manufacturing company.  The Company primarily manufactures analog semiconductors and higher bipolar content-based mixed-signal semiconductors.

Advanced Semiconductor Mfg Corp Ltd. (3355 HK)

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Advanced Semiconductor Mfg Corp Ltd. (3355 HK)

Beijing Capital Land (2868 HK): Delisting Offer From Parent

This looks done - play the spread here. Assuming payment late-Nov, I would expect BCL to trade around $2.65 on Monday, or a 5.6%/15% gross...

David Blennerhassett

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled

This is being done too cheaply, but no other Offeror will emerge. At $3.46/share, or 6.9%/34.3% gross/annualised, get involved. But this is a...

David Blennerhassett

China Machinery Engineering (1829 HK): Movement In The Works?

Shares are rightly off today. $3.62 was a 2.2% spread and <10% annualised with say, three months to go. At $3.47/share, where it is trading now, or...

David Blennerhassett

Zhejiang New Century (1158 HK): Pre-Conditional Offer

Assuming payment late-May, I would expect ZNCH to trade around $17/share, or a 6-7% gross spread, and a ~22% annualised spread. Buy around $17...

David Blennerhassett

China Machinery Engineering (1829 HK): Delisting Offer From Parent

Expect CMEC to trade around $3.45-3.50, or a 6-7% gross spread, and an 18-23% annualised. This is still being done too cheaply, given the large...

David Blennerhassett

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