Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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On the 5 July 2021, <a href="https://www.smartkarma.com/entities/major-cineplex-group-pcl" target="_blank" data-smartkarma-citation="entities:16662:1" rel="noopener">Major Cineplex Group (MAJOR TB)</a>'s board <a href="https://major.listedcompany.com/newsroom/050720211745440725E.pdf" target="_blank" rel="noopener">approved</a> the entering of a MOU with <a href="https://www.smartkarma.com/entities/central-pattana-pcl-0b7fb113-16e1-4535-be8b-02dce5bbcd92" target="_blank" data-smartkarma-citation="entities:17188:1" rel="noopener">Central Pattana Pub (CPN TB)</a> in relation to its shares in shopping mall operator <a href="https://www.smartkarma.com/entities/siam-future-development-pcl" target="_blank" data-smartkarma-citation="entities:4373:1" rel="noopener">Siam Future Development (SF TB)</a>, at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the <a href="https://major.listedcompany.com/newsroom/060820211832280109E.pdf" target="_blank" rel="noopener">19 July</a>, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was <a href="https://major.listedcompany.com/newsroom/250820211847500685E.pdf" target="_blank" rel="noopener">entered into</a> on the 25 August with an expected completion on the 30 August. 
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CPN <a href="https://www.set.or.th/set/newsdetails.do?newsId=16302807319920&amp;language=en&amp;country=US" target="_blank" rel="noopener">completed</a> the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 
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The Tender Offer doc (247-4) for Siam Future was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">tabled</a> on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16326998697600&amp;sequence=2021104947" target="_blank" rel="noopener">fair</a>. At the close of the Offer, CPN held <a href="https://www.set.or.th/set/pdfnews.do?newsId=16346869712030&amp;sequence=2021112797" target="_blank" rel="noopener">96.24%</a>. 
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There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">PDF</a>), it states:
<blockquote>
After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.
</blockquote>
With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price.


On the 5 July 2021, Major Cineplex Group (MAJOR TB)'s board approved the entering of a MOU with Central Pattana Pub (CPN TB) in relation to its shares in shopping mall operator Siam Future Development (SF TB), at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the 19 July, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was entered into on the 25 August with an expected completion on the 30 August. 


CPN completed the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 


The Tender Offer doc (247-4) for Siam Future was tabled on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was fair. At the close of the Offer, CPN held 96.24%. 

There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's PDF), it states:

After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.

With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. 

Buy Siam Future Development (SF TB). Then Buy Some More

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<li>
<a href="https://www.smartkarma.com/entities/thai-beverage-pcl" target="_blank" data-smartkarma-citation="entities:3656:1" rel="noopener">Thai Beverage (THBEV SP)</a> is proposing to take 64.67%-held <a href="https://www.smartkarma.com/entities/sermsuk-pcl" target="_blank" data-smartkarma-citation="entities:15918:1" rel="noopener">Sermsuk PCL (SSC TB)</a>  private by way of a voluntary Delisting Offer.</li>
<li>T<a href="https://links.sgx.com/FileOpen/Tender_Offer_SSC_Shares.ashx?App=Announcement&amp;FileID=808724" target="_blank" rel="noopener">he Offer price is THB 63/share</a>, a 27.9% premium to last close.</li>
<li>This Delisting Offer requires a Scheme-like shareholder vote. Payment may occur late 4Q24. This is an illiquid arb.</li>
</ul>



Thai Beverage (THBEV SP) is proposing to take 64.67%-held Sermsuk PCL (SSC TB)  private by way of a voluntary Delisting Offer.
The Offer price is THB 63/share, a 27.9% premium to last close.
This Delisting Offer requires a Scheme-like shareholder vote. Payment may occur late 4Q24. This is an illiquid arb.


Sermsuk (SSC TB): THBEV's Delisting Offer

<ul>
<li>The recent share price pullback sees <a href="https://www.smartkarma.com/entities/ptt-pcl" target="_blank" data-smartkarma-citation="entities:197:1" rel="noopener">PTT PCL (PTT TB)</a> trading below its long-term averages, and with respect to peers. </li>
<li>Preceding my comments on PTT are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>


The recent share price pullback sees PTT PCL (PTT TB) trading below its long-term averages, and with respect to peers. 
Preceding my comments on PTT are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


<ul>
<li>Back on the 10th March, <a href="https://www.smartkarma.com/entities/thai-beverage-pcl" target="_blank" data-smartkarma-citation="entities:3656:1" rel="noopener">Thai Beverage (THBEV SP)</a> launched a Delisting Offer for 79.66%-held <a href="https://www.smartkarma.com/entities/oishi-group-pcl" target="_blank" data-smartkarma-citation="entities:17370:1" rel="noopener">Oishi Group (OISHI TB)</a>, at THB 59/share, a 26.9% premium to last close. </li>
<li>This two-step Offer required a shareholder vote followed by a tendering process. Yesterday (the 3rd May), Oishi shareholders approved the Delisting Offer. </li>
<li>The tendering period may kick off around this time next month, with an expected payment late August. </li>
</ul>


Back on the 10th March, Thai Beverage (THBEV SP) launched a Delisting Offer for 79.66%-held Oishi Group (OISHI TB), at THB 59/share, a 26.9% premium to last close. 
This two-step Offer required a shareholder vote followed by a tendering process. Yesterday (the 3rd May), Oishi shareholders approved the Delisting Offer. 
The tendering period may kick off around this time next month, with an expected payment late August. 


Oishi Group: Shareholders Back ThaiBev’s Offer

<ul>
<li>On the <a href="https://weblink.set.or.th/dat/news/202303/23031517.pdf" target="_blank" rel="noopener">10th March</a>, <a href="https://www.smartkarma.com/entities/thai-beverage-pcl" target="_blank" data-smartkarma-citation="entities:3656:1" rel="noopener">Thai Beverage (THBEV SP)</a> proposed taking 79.66%-held <a href="https://www.smartkarma.com/entities/oishi-group-pcl" target="_blank" data-smartkarma-citation="entities:17370:1" rel="noopener">Oishi Group PCL (OISHI TB)</a> private, at an Offer price of THB 59/share, a 26.9% premium to last close. </li>
<li>This Delisting Offer requires a shareholder vote which will take place on the 3&lt;May. Payment may occur mid-to-late August. </li>
<li>In its report yesterday, the IFA reckons "that the shareholders should approve of the voluntary delisting".</li>
</ul>


On the 10th March, Thai Beverage (THBEV SP) proposed taking 79.66%-held Oishi Group PCL (OISHI TB) private, at an Offer price of THB 59/share, a 26.9% premium to last close. 
This Delisting Offer requires a shareholder vote which will take place on the 3&lt;May. Payment may occur mid-to-late August. 
In its report yesterday, the IFA reckons "that the shareholders should approve of the voluntary delisting".


Thailand

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.

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.

CK Power PCL develops and generates power. The Company operates in Thailand.

Banpu Power PCL operats power plants in Thailand, Laos, China and Japan.

TPI Polene Power Public Company Limited operates waste heat recovery power plants and oil and natural gas (NGV) stations. The Company conducts business in Thailand.

TPI Polene Power Public Company (TPIPP TB)

Energy Absolute Public Company Limited engages in the research, development, and production of biodiesel products in Thailand.

SPCG PCL is an alternative energy company that is developing solar farms.  The Company is developing solar farms located in the Northeastern region of Thailand.

Super Energy Corporation Public Company Limited produces and distributes electricity using solar and alternative energy sources. The Company also offers information technology services. Super Energy Corporation serves customers in Thailand.

Sahacogen Chonburi Public Company Limited is a power production company that generates steam and electricity by using the Cogeneration Technology.

Electric Power Development Co.,Ltd. generates, transmits, distributes, and sells electric power using hydroelectric, wind-power, nuclear, coal-fired and other thermal power stations throughout Japan.

Guangzhou Development Group Inc operates an electric power generation plant in Guangzhou, China.  The Company also sells coal, invests in the fiber-optic cable network installation business, and constructs roads and bridges.

An Hui Wenergy Co., Ltd. generates electric power.  Through its subsidiaries, the company also manufactures networking terminal products.

Clearway Energy, Inc. owns, operates, and acquires renewable and conventional generation and thermal infrastructure projects. The Company offers natural gas and dual fired, solar and wind generation and distribution services. Clearway Energy serves commercial businesses, universities, hospitals, and government companies in the United States.

Beijing Jingneng Power Co., Ltd. generates electrical and thermal power.  The Company also maintains and repairs electricity generation equipment.

Encavis AG provides electricity generation from power plants. The Company produces power from renewable energy sources which includes solar energy plants and wind farms, as well as specializes in the technical operation of solar parks, routine maintenance, monitoring, incident management, and performance analysis. Encavis serves renewable energy sector in Europe.

Drax Group PLC generates and supplies electricity.  The Company owns a coal and biomass-fired power plant in the United Kingdom.

The Renewables Infrastructure Group Limited is an investment company. The Company invests in a range of assets that generate electricity from renewable sources, with a particular focus on onshore wind farms and solar PV parks.

AC Energy Corp operates as a renewable power generation company. The Company operates wind, solar, and geothermal energy plants. AC Energy serves customers in Philippines.

Enel Generacion Chile SA operates as an electricity generation company. The Company generates and distributes electric energy.

Global Power Synergy Company Ltd. (GPSC) provides utilities services. The Company generates and distributes electricity, steam, and processed water. GPSC serves customers in Thailand.

Global Power Synergy Company Ltd (GPSC TB)

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Global Power Synergy Company Ltd (GPSC TB)

Buy Siam Future Development (SF TB). Then Buy Some More

Buy Siam Future. Then buy some more. I think you're looking at a minimum 10% upside from here - if using Big C Supercenter's delisting example -...

David Blennerhassett

Sermsuk (SSC TB): THBEV's Delisting Offer

This is done. The Offer Price is fair. Assuming completion early January 2025, I'd buy around THB 58.50, a 7% gross spread, or 15% annualised.

David Blennerhassett

StubWorld: PTT Public Is Trading Cheap

I'd look to buy PTT outright; or hedge 40% with PTTEP (worth 36% of NAV); 15% of PTT Oil (worth 14% of NAV), together with O&G names to short.

David Blennerhassett

Oishi Group: Shareholders Back ThaiBev’s Offer

The Offer for Oishi has closed with ThaiBev holding 98.5%. Despite the odd 5.9% gain yesterday, Oishi's IR has confirmed that i) shares are...

David Blennerhassett

Oishi Group: IFA Backs ThaiBev's Offer

Assuming completion on the 23 August, this is trading tight at 2.3%/6.9% gross annualised. If already in, stay in for completion. Otherwise, get...

David Blennerhassett

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