Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Sichuan Languang Justbon Service Group / Event-Driven

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<p>On the 22 March, <a href="https://www.smartkarma.com/entities/sichuan-languang-justbon-service-group-co-ltd-h" target="_blank" data-smartkarma-citation="entities:28337:1" rel="noopener">Sichuan Languang Justbon Service Group (2606 HK)</a> ("Justbon") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0322/2021032201066.pdf" target="_blank" rel="noopener">announced</a> its major shareholder (plus two other vendors) had entered into MOUs with <a href="https://www.smartkarma.com/entities/country-garden-services-holdings-company-limited" target="_blank" data-smartkarma-citation="entities:27343:1" rel="noopener">Country Garden Services Holdings (6098 HK)</a> (CGS), such that 126,011,860 H shares AND 750,000 domestic shares or 71.17% of shares out would be acquired. Upon completion, CGS was obligated to make an unconditional mandatory general Offer (MGO) for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).</p>
<p>In addition, if a delisting resolution was approved by independent H-shareholders and a 90% acceptance condition (of independent H-shares)) was satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.</p>
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<div>On the 19 April, Justbon said all three agreements had completed, giving CGS <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0419/2021041901491.pdf" target="_blank" rel="noopener">71.17%</a>.</div>
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<div>The Composite Document has now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0502/2021050200153.pdf" target="_blank" rel="noopener">despatched</a>, and the Offer is open to acceptances. The H Share Class Meeting will be held on the 17 June, which is also the first closing date. </div>
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<div>Assuming the delisting resolution is approved, the latest time for the acceptance condition to be satisfied is the 3 September, four months from now. </div>
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<div>But as this is an unconditional MGO, this extended acceptance period tilts the deal in favour of CGS securing the 90% tendering condition.</div>
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<div>More below the fold.</div>


On the 22 March, Sichuan Languang Justbon Service Group (2606 HK) ("Justbon") announced its major shareholder (plus two other vendors) had entered into MOUs with Country Garden Services Holdings (6098 HK) (CGS), such that 126,011,860 H shares AND 750,000 domestic shares or 71.17% of shares out would be acquired. Upon completion, CGS was obligated to make an unconditional mandatory general Offer (MGO) for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).
In addition, if a delisting resolution was approved by independent H-shareholders and a 90% acceptance condition (of independent H-shares)) was satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.







On the 19 April, Justbon said all three agreements had completed, giving CGS 71.17%.







The Composite Document has now been despatched, and the Offer is open to acceptances. The H Share Class Meeting will be held on the 17 June, which is also the first closing date. 

Assuming the delisting resolution is approved, the latest time for the acceptance condition to be satisfied is the 3 September, four months from now. 

But as this is an unconditional MGO, this extended acceptance period tilts the deal in favour of CGS securing the 90% tendering condition.

More below the fold.

Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months

Zhejiang Cangnan Instrument / Event-Driven

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<p>Back on the 5 February, gas meter manufacturer <a href="https://www.smartkarma.com/entities/zhejiang-cangnan-h" target="_blank" data-smartkarma-citation="entities:27212:1" rel="noopener">Zhejiang Cangnan Instrument (1743 HK)</a>  <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0205/2021020501022.pdf" target="_blank" rel="noopener">announced</a> the board of directors had resolved to repurchase all the issued H shares in the company at a minimum price of HK$22.00/share, a 15.18% premium to last close. The buyback was subject to approval from the local bureau of the State Administration of Foreign Exchange.</p>
<p>This was followed by a conditional cash offer on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0312/2021031201722.pdf" target="_blank" rel="noopener">12 March</a>. The Offer is a "Merger by Absorption", incorporating a Scheme-like vote (≥ 75% for, ≤10% against); and a tendering condition of 90%. All H-shares are subject to the buy-back and the effective tendering % is 90%.</p>
<p>The Offer Document has been despatched with the IFA <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0401/2021040100071.pdf" target="_blank" rel="noopener">concluding</a> the Offer price to be fair and reasonable.</p>
<p>The EGM will take place on the 17 May and the first closing date is the 31 May.</p>
<p>Trading at a gross/annualised spread of 7.3%/57.2%. But the thorny issue is the 90% tendering condition.</p>
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<p>More below the fold.</p>
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Back on the 5 February, gas meter manufacturer Zhejiang Cangnan Instrument (1743 HK)  announced the board of directors had resolved to repurchase all the issued H shares in the company at a minimum price of HK$22.00/share, a 15.18% premium to last close. The buyback was subject to approval from the local bureau of the State Administration of Foreign Exchange.
This was followed by a conditional cash offer on the 12 March. The Offer is a "Merger by Absorption", incorporating a Scheme-like vote (≥ 75% for, ≤10% against); and a tendering condition of 90%. All H-shares are subject to the buy-back and the effective tendering % is 90%.
The Offer Document has been despatched with the IFA concluding the Offer price to be fair and reasonable.
The EGM will take place on the 17 May and the first closing date is the 31 May.
Trading at a gross/annualised spread of 7.3%/57.2%. But the thorny issue is the 90% tendering condition.


More below the fold.


Zhejiang Cangnan (1743 HK): H-Share Buyback

Thematic (Sector/Industry)

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<p>This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. </p>
<p>The initial guide - <em><a href="https://skr.ma/7bVPk" target="_blank" rel="noopener">Quiddity Hong Kong M&amp;A Guide 2019</a></em> - was published in April 2019. Since that time, there have been various new developments, many of which pertain to PRC-incorporated companies being taken private. This is an update.</p>
<p><em>These insights are designed to be used as a reference. They are not actionable.</em></p>
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This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. 
The initial guide - Quiddity Hong Kong M&amp;A Guide 2019 - was published in April 2019. Since that time, there have been various new developments, many of which pertain to PRC-incorporated companies being taken private. This is an update.
These insights are designed to be used as a reference. They are not actionable.









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<p>Back on the 25 February, property management service provider <a href="https://www.smartkarma.com/entities/sichuan-languang-justbon-service-group-co-ltd-h" target="_blank" data-smartkarma-citation="entities:28337:1" rel="noopener">Sichuan Languang Justbon Service Group (2606 HK)</a> ("SLJS") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0225/2021022500961.pdf" target="_blank" rel="noopener">announced</a> its major shareholder had entered into a MOU with <a href="https://www.smartkarma.com/entities/country-garden-services-holdings-company-limited" target="_blank" data-smartkarma-citation="entities:27343:1" rel="noopener">Country Garden Services Holdings (6098 HK)</a> (CGS) to sell 115,090,200 H-shares or a 64.62% stake. The seller is Languang Hejun, a wholly-owned entity of <a href="https://www.smartkarma.com/entities/sichuan-languang-development-co-ltd" target="_blank" data-smartkarma-citation="entities:7403:1" rel="noopener">Sichuan Languang Development (600466 CH)</a>. Terms under the MOU were RMB42.1105/share. No HK$-equivalent figure was quoted, but at the prevailing exchange rate, this was roughly ~HK$50.61/share, or a ~30% premium to last close.</p>
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<p>On the 11 March, SLJS <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0311/2021031101126.pdf" target="_blank" rel="noopener">announced</a> some subtle changes to the MOU, such that shares to be acquired include 115,090,200 H shares AND 750,000 domestic shares or 65.04% of shares out. The price per H shares was also revised up to RMB42.8546/share.</p>
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<h3>The New News</h3>
<p>Late last night SLJS <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0322/2021032201066.pdf" target="_blank" rel="noopener">announced</a> a possible unconditional mandatory general Offer (MGO) from CGS for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).</p>
<p>CGS has also proposed a voluntary delisting, and if the delisting resolution is approved by independent H-shareholders and the listing acceptance condition (yep, one with an infamous 90% handle) is satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.</p>
<p>The MGO appears a lock, so you have an effective floor of HK$51.0571. The question, therefore, is: do you chase the delisting bump?</p>
<p>More below the fold.</p>


Back on the 25 February, property management service provider Sichuan Languang Justbon Service Group (2606 HK) ("SLJS") announced its major shareholder had entered into a MOU with Country Garden Services Holdings (6098 HK) (CGS) to sell 115,090,200 H-shares or a 64.62% stake. The seller is Languang Hejun, a wholly-owned entity of Sichuan Languang Development (600466 CH). Terms under the MOU were RMB42.1105/share. No HK$-equivalent figure was quoted, but at the prevailing exchange rate, this was roughly ~HK$50.61/share, or a ~30% premium to last close.


On the 11 March, SLJS announced some subtle changes to the MOU, such that shares to be acquired include 115,090,200 H shares AND 750,000 domestic shares or 65.04% of shares out. The price per H shares was also revised up to RMB42.8546/share.

The New News
Late last night SLJS announced a possible unconditional mandatory general Offer (MGO) from CGS for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).
CGS has also proposed a voluntary delisting, and if the delisting resolution is approved by independent H-shareholders and the listing acceptance condition (yep, one with an infamous 90% handle) is satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.
The MGO appears a lock, so you have an effective floor of HK$51.0571. The question, therefore, is: do you chase the delisting bump?
More below the fold.

Languang Justbon (2606 HK): Be Wary Of Chasing The Delisting Bump

Travis Lundy

Equity Bottom-Up

<p>The mythical Shangri-la from the book <em>Lost Horizon</em> has never truly been found. Those who have done work on stduying the influences of James' Hilton's book suggest it might be Shambhala from the Tibetan Buddhist tradition, written in the Shambhala Sutra by the Sixth Panchen Lama of Tashihunpo Monastery in Tibet. The Shambhala ideal is one of a realm apart from 'the world' -  a place of timelessness and harmony between man and nature. The Sutra describes parts of Shambhala in Ngari, once part of the kingdom of Guge in western Tibet, and part of the Kunlun mountain range is within Ngari. Other suggestions include parts of Yunnan.</p><p>Getting to Shangri-la for Robert Conway, the protagonist in the book and movie, was somewhat unpleasant. I won't give away the whole book (or movie), but he had to crash a plane to be found, so that he could go on to "find" Shangri-la. </p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/194/301/original/Lost-Horizon-1937-A.png?1615732511" class="editor-image img-responsive" data-smartkarma-image-id="194301"></figure><p></p></section><p>Eventually, going over the mountains... </p><section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/194/304/original/losthorizonovermountain.jpeg?1615733006" class="editor-image img-responsive" data-smartkarma-image-id="194304"></figure></section></section><p>...while wearing cool hats...</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/194/303/original/losthorizon+funny+hats.jpeg?1615732715" class="editor-image img-responsive" data-smartkarma-image-id="194303"></figure></section><p>before arriving in Shangri-La.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/194/305/original/lost-horizon-shangri-la.jpeg?1615733024" class="editor-image img-responsive" data-smartkarma-image-id="194305"></figure></section><hr><h3>Investors seeking Shangri-la by approaching Kunlun from outside will have an easier approach.</h3><h3>It's a Different Kunlun. </h3><ol>
<li>Start by reading <a href="https://www.smartkarma.com/insights/will-investors-find-shangri-la-in-kunlun" target="_blank" data-smartkarma-citation="insights:48113" rel="noopener">Will Investors Find Shangri-La in Kunlun?</a> if you haven't already,</li>
<li>Read the rest of this insight below the fold,</li>
<li>Know that Kunlun shareholders overwhelmingly approved the asset disposal Friday.</li>
<li>Know what the future dividend looks like (it should be just under HK$2.50/share).</li>
<li>Know what the future company looks like <em>ex-dividen</em>d.</li>
<li>Calculate what your equity risk is if you buy the stock (right now it is equity + future cash) today. </li>
</ol><p>The rest is below the fold. </p>

The mythical Shangri-la from the book Lost Horizon has never truly been found. Those who have done work on stduying the influences of James' Hilton's book suggest it might be Shambhala from the Tibetan Buddhist tradition, written in the Shambhala Sutra by the Sixth Panchen Lama of Tashihunpo Monastery in Tibet. The Shambhala ideal is one of a realm apart from 'the world' -  a place of timelessness and harmony between man and nature. The Sutra describes parts of Shambhala in Ngari, once part of the kingdom of Guge in western Tibet, and part of the Kunlun mountain range is within Ngari. Other suggestions include parts of Yunnan.Getting to Shangri-la for Robert Conway, the protagonist in the book and movie, was somewhat unpleasant. I won't give away the whole book (or movie), but he had to crash a plane to be found, so that he could go on to "find" Shangri-la. Eventually, going over the mountains... ...while wearing cool hats...before arriving in Shangri-La.Investors seeking Shangri-la by approaching Kunlun from outside will have an easier approach.It's a Different Kunlun. 
Start by reading Will Investors Find Shangri-La in Kunlun? if you haven't already,
Read the rest of this insight below the fold,
Know that Kunlun shareholders overwhelmingly approved the asset disposal Friday.
Know what the future dividend looks like (it should be just under HK$2.50/share).
Know what the future company looks like ex-dividend.
Calculate what your equity risk is if you buy the stock (right now it is equity + future cash) today. 
The rest is below the fold. 

Kunlun Energy (135 HK): It's Different Than You Think

China

Guodian Changyuan Electric Power Co., Ltd. generates electric power and thermal power through its hydroelectric and thermal power plants.

Guodian Changyuan Electric Power Co. (000966 CH)

Jilin Power Share Co., Ltd. operates thermal power plants through its subsidiaries. The electric power generated by the Company is supplied to Northeast China. The Company also supplies heat power and natural gas.

China Datang Corporation Renewable Power Company Ltd. generates electricity from renewable resources.  The Company operates wind farms and hydroelectric power plants.

China Datang Corp Renewable Power (1798 HK)

Guangdong Baolihua New Energy Stock Co.,Ltd. is an investment holding company. Through its subsidiaries, the Company undertakes heavy construction projects, invests in real estate development, develops computer software, generates and supplies electricity.

Guangdong Baolihua New Energy Stock A (000690 CH)

Huadian Energy Co., Ltd. generates electric power.  The electric power generated by the Company is supplied to the Heilongjiang Province.

Guangdong Electric Power Development Co.,Ltd offers power supply services. The Company provides power transmission, power system management, power network maintenance, and other services. Guangdong Electric Power Development also operates power project investment, power industry technical consultation, and other businesses.

Guangdong Electric Power Devel (000539 CH)

Jointo Energy Investment Co Ltd Hebei operates heat-engine plant and hotel business. Through its subsidiaries, the Company also operates department stores and develops real estate.

Jointo Energy Investment Co.,Ltd. Hebei (000600 CH)

Zhongmin Energy Co., Ltd. operates in the electricity generation industry. The Company produces and markets energy from wind and solar power stations throughout China.

CECEP Wind-power Corporation develops and constructs wind power projects. The Company provides wind power generation, transmission, and electricity distribution services. CECEP Wind-power conducts businesses domestically.

Jiangsu New Energy Development Co., Ltd. operates renewable energy development businesses. The Company generates wind energy, solar energy, biomass and geothermal energy, ocean energy, and other energy products. Jiangsu New Energy Development also operates industrial investments, investment management, and other businesses.

Jiangsu New Energy Development (603693 CH)

Ratch Group PCL operates as a power producer company. The Company focuses on investment fossil fuel power generation and renewable projects, as well as businesses adjacent to electricity generation and energy. Ratchaburi Group serves customers in Asia.

TransAlta Corporation is a non-regulated electric generation and marketing company with its growth focused in developing coal and gas-fired generation. The Company is currently focused on Australia, Canada, the United States, and Mexico.

ContourGlobal PLC operates as power generation company. The Company owns, manages, and generates electricity through wind, solar, and hydro power plants. ContourGlobal serves customers worldwide.

Jaiprakash Power Ventures Ltd. generates electricity.  The Company operates a private sector hydroelectric power plant.

Electricity Generating Public Company Limited is an electric utility holding company.  The Company, through its two major subsidiaries, produces and supplies electricity to the Electricity Generating Authority of Thailand (EGAT), under long term power purchase agreements of 20 and 15 years.  It also operates energy related businesses through joint ventures.

B.Grimm Power Public Company Limited operates as a renewable energy company. The Company focuses on the development, financing, construction, and operation of green field power plants. B.Grimm Power also renders electricity distribution, operations, and maintenance services. B.Grimm Power serves clients in Asia.

Boralex Inc. is an electricity producer whose core business is the development and  operation of renewable energy power stations. The Corporation operates assets  in the following power generation types - wind, hydroelectric, thermal and solar - based in Canada, the Northeastern United States and France

Innergex Renewable Energy, Inc. is an independent developer and operator of renewable power generating facilities. The Company focuses on hydroelectric and wind power projects.

TransAlta Renewables Inc. owns renewable power generation facilities. The Company invests in contracted, renewable power generation assets including wind and hydroelectric plants.

NextEra Energy Partners LP owns, operates and acquires contracted clean energy projects including wind and solar.

Beijing Jingneng Clean Energy Co, Ltd. provides clean energy in China.  The Company offers gas-fired power, heat energy, wind power, small to medium hydropower, and other clean energy projects.  Beijing Jingneng Clean Energy owns and operates various energy plants.

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Beijing Jingneng Clean Energy (579 HK)

Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months

Mindful of the four-month acceptance period, one in which shares tendred are not entitled (by my reckoning) to be withdrawn, I believe the...

David Blennerhassett

Quiddity M&A Guide 2021: Hong Kong

This revised guide is part of a series of M&A guides to aid investors in understanding the rules, parameters, possibilities, and processes when...

David Blennerhassett

Languang Justbon (2606 HK): Be Wary Of Chasing The Delisting Bump

The MGO price is all but assured. The delisting offer price less so. But it does avail investors to a possible free option. This is a buy in the...

David Blennerhassett

Kunlun Energy (135 HK): It's Different Than You Think

One step closer to being a new company. The asset disposal was approved Friday. Earnings are next week. Deal close in 16 days. Big special div in 2...

Travis Lundy

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Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months

Mindful of the four-month acceptance period, one in which shares tendred are not entitled (by my reckoning) to be withdrawn, I believe the...

David Blennerhassett

Zhejiang Cangnan (1743 HK): H-Share Buyback

Given the company's dubious price action and shareholder concentration, I would normally give this stock a wide birth. Bit it is precisely this...

David Blennerhassett

Quiddity M&A Guide 2021: Hong Kong

This revised guide is part of a series of M&A guides to aid investors in understanding the rules, parameters, possibilities, and processes when...

David Blennerhassett

Languang Justbon (2606 HK): Be Wary Of Chasing The Delisting Bump

The MGO price is all but assured. The delisting offer price less so. But it does avail investors to a possible free option. This is a buy in the...

David Blennerhassett

Kunlun Energy (135 HK): It's Different Than You Think

One step closer to being a new company. The asset disposal was approved Friday. Earnings are next week. Deal close in 16 days. Big special div in 2...

Travis Lundy