Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>On the 12 August last year, <a href="https://www.smartkarma.com/entities/qilu-expressway-co-ltd" target="_blank" data-smartkarma-citation="entities:27431:1" rel="noopener">Qilu Expressway Co Ltd (1576 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0812/2020081201368.pdf" target="_blank" rel="noopener">announced</a> its largest shareholder Qilu Transportation would be merged and absorbed by Shandong Hi-Speed Group (SHSG). The absorption simplified the holdings of Shandong SASAC, the ultimate parent of both Qilu Transportation and SHSG, into Qilu.</p>
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<p>The restructuring triggered an obligation for SHSG to make a mandatory general offer for all shares not owned, and SHSG and Qilu Transportation jointly made an application to the SFC to waive this obligation, which was granted on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0821/2020082100191.pdf" target="_blank" rel="noopener">20 August</a>. </p>
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<p>There was also the issue over the resulting free float, as the public float would fall below the minimum prescribed percentage of 25% under the restructuring. The restructuring was completed on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1117/2020111700550.pdf" target="_blank" rel="noopener">17 November</a> and an application for a  "<em>waiver from strict compliance</em>" with the public float was concurrently lodged, and subsequently granted on the 20 November, with an <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0504/2021050400876.pdf" target="_blank" rel="noopener">extension granted</a> to the 30 June 2021 in which to comply.</p>
<h3>The New News</h3>
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<p>Qilu has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0513/2021051300351.pdf" target="_blank" rel="noopener">announced</a> SHSG  plans to inject 778.5mn domestics shares, or 38.93% of Qilu, into Shandong Hi-Speed, an entity 70.91% controlled by SHSG.</p>
<p>The completion of this restructuring also triggers an MGO - unless a waiver is granted. </p>
<p>This all looks like history repeating itself. Don't expect an MGO to unfold.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


On the 12 August last year, Qilu Expressway Co Ltd (1576 HK) announced its largest shareholder Qilu Transportation would be merged and absorbed by Shandong Hi-Speed Group (SHSG). The absorption simplified the holdings of Shandong SASAC, the ultimate parent of both Qilu Transportation and SHSG, into Qilu.


The restructuring triggered an obligation for SHSG to make a mandatory general offer for all shares not owned, and SHSG and Qilu Transportation jointly made an application to the SFC to waive this obligation, which was granted on the 20 August. 


There was also the issue over the resulting free float, as the public float would fall below the minimum prescribed percentage of 25% under the restructuring. The restructuring was completed on the 17 November and an application for a  "waiver from strict compliance" with the public float was concurrently lodged, and subsequently granted on the 20 November, with an extension granted to the 30 June 2021 in which to comply.
The New News


Qilu has now announced SHSG  plans to inject 778.5mn domestics shares, or 38.93% of Qilu, into Shandong Hi-Speed, an entity 70.91% controlled by SHSG.
The completion of this restructuring also triggers an MGO - unless a waiver is granted. 
This all looks like history repeating itself. Don't expect an MGO to unfold.


More below the fold.


Qilu Expressway (1576 HK): Deja Vu All Over Again

HK/China Equity Long-Short

Osbert Tang, CFA

Equity Bottom-Up

Zhejiang Expressway Co H / Equity Bottom-Up

<p><a href="https://www.smartkarma.com/entities/zhejiang-expressway-co-h" target="_blank" data-smartkarma-citation="entities:2178:1" rel="noopener">Zhejiang Expressway Co H (576 HK)</a>'s (ZJEC) subsidiary <a href="https://www.smartkarma.com/entities/zheshang-securities-co-ltd" target="_blank" data-smartkarma-citation="entities:29981:1" rel="noopener">Zheshang Securities Co Ltd (601878 CH)</a> pre-announced a set of solid FY20 result on 26 Jan. With the current strength of the A-share market, we believe this business will add to the recovery of toll road business in FY21, driving encouraging momentum for ZJEC.</p><p>Focusing back to the core toll road business, both traffic and toll revenue are showing positive YoY growth in Dec 2020, suggesting good recovery pace. ZJEC is also progressing ahead with the plan to list the toll collection rights of Hanghui Expressway as a public infrastructure REIT. We think these factors are important catalysts for ZJEC in this year. Its 5.9x PER and 0.86x P/B for 12-month forward are undemanding and its ROE vs. P/B is also inexpensive in the sector.  </p>

Zhejiang Expressway Co H (576 HK)'s (ZJEC) subsidiary Zheshang Securities Co Ltd (601878 CH) pre-announced a set of solid FY20 result on 26 Jan. With the current strength of the A-share market, we believe this business will add to the recovery of toll road business in FY21, driving encouraging momentum for ZJEC.Focusing back to the core toll road business, both traffic and toll revenue are showing positive YoY growth in Dec 2020, suggesting good recovery pace. ZJEC is also progressing ahead with the plan to list the toll collection rights of Hanghui Expressway as a public infrastructure REIT. We think these factors are important catalysts for ZJEC in this year. Its 5.9x PER and 0.86x P/B for 12-month forward are undemanding and its ROE vs. P/B is also inexpensive in the sector.  

Zhejiang Expressway (576 HK): Gaining from Both Growth and Stable Business Exposures

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<p>After <a href="https://www.smartkarma.com/entities/qilu-expressway-co-ltd" target="_blank" data-smartkarma-citation="entities:27431:1" rel="noopener">Qilu Expressway Co Ltd (1576 HK)</a> was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0812/2020081200112.pdf" target="_blank" rel="noopener">suspended</a> yesterday <em>"pursuant to the Code on Takeovers and Mergers</em>", it appeared the shareholder restructuring was the likely rationale.</p>
<p>This was confirmed last night after Qilu <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0812/2020081201368.pdf" target="_blank" rel="noopener">announced</a> its largest shareholder Qilu Transportation shall be merged and absorbed by Shandong Hi-Speed Group (SHSG).</p>
<p>The absorption simplifies the holding of Shandong SASAC, the ultimate parent of both Qilu Transportation and SHSG, into Qilu.</p>
<p>The restructuring <em>may</em> trigger an obligation for SHSG to make a mandatory general offer for all shares not owned. SHSG and Qilu Transportation will jointly make an application to the SFC to waive this obligation.  </p>
<p>There is also the issue over the resulting free float - as the public float falls below the minimum prescribed percentage of 25% under the restructuring, before any MGO.</p>
<p>But even if the SFC forces an MGO, expect a nil premium. </p>
</div>
<div>
<p>More below the fold.</p>
<hr>
<p><em>This is a brief insight to discuss the updated announcement. For a more detailed overview of Qilu,  please refer to <a href="https://skr.ma/XZPiJ" target="_blank" rel="noopener">Qilu Expressway: C-REIT Pilot Or Restructuring?</a>.</em></p>
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After Qilu Expressway Co Ltd (1576 HK) was suspended yesterday "pursuant to the Code on Takeovers and Mergers", it appeared the shareholder restructuring was the likely rationale.
This was confirmed last night after Qilu announced its largest shareholder Qilu Transportation shall be merged and absorbed by Shandong Hi-Speed Group (SHSG).
The absorption simplifies the holding of Shandong SASAC, the ultimate parent of both Qilu Transportation and SHSG, into Qilu.
The restructuring may trigger an obligation for SHSG to make a mandatory general offer for all shares not owned. SHSG and Qilu Transportation will jointly make an application to the SFC to waive this obligation.  
There is also the issue over the resulting free float - as the public float falls below the minimum prescribed percentage of 25% under the restructuring, before any MGO.
But even if the SFC forces an MGO, expect a nil premium. 


More below the fold.

This is a brief insight to discuss the updated announcement. For a more detailed overview of Qilu,  please refer to Qilu Expressway: C-REIT Pilot Or Restructuring?.


<p><a href="https://www.smartkarma.com/entities/qilu-expressway-co-ltd" target="_blank" data-smartkarma-citation="entities:27431:1" rel="noopener">Qilu Expressway Co Ltd (1576 HK)</a> is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0812/2020081200112.pdf" target="_blank" rel="noopener">suspended</a> "<em>pursuant to the Code on Takeovers and Mergers</em>".</p>
<div>
<p>Back on the 30 April, the China Securities Regulatory Commission (CSRC) and the National Development and Reform Commission (NDRC) jointly <a href="http://www.csrc.gov.cn/pub/zjhpublic/zjh/202004/t20200430_374847.htm" target="_blank" rel="noopener">announced</a> a new pilot for Chinese infrastructure real estate investment trusts (or C-REITs), a directive to fund infrastructure projects such as highways and airports.</p>
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<p>In my insight <em><a href="https://skr.ma/z1xjh" target="_blank" rel="noopener">Chinese Expressways: A Step In The REIT Direction</a></em>, I discussed the nine toll roads listed in Hong Kong, including Qilu, to ascertain which company may pilot this new policy.  </p>
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<p>Located in East China and operational for 3+ years, Qilu ticks the location box and operational duration policy focus under the NDRC/CSRC directive. Is this the first "REIT" candidate?</p>
<p>Or is the suspension due to a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0713/2020071300003.pdf" target="_blank" rel="noopener">restructuring</a> with the Shandong Hi-Speed Group?</p>
<p>More below the fold.</p>

Qilu Expressway Co Ltd (1576 HK) is currently suspended "pursuant to the Code on Takeovers and Mergers".

Back on the 30 April, the China Securities Regulatory Commission (CSRC) and the National Development and Reform Commission (NDRC) jointly announced a new pilot for Chinese infrastructure real estate investment trusts (or C-REITs), a directive to fund infrastructure projects such as highways and airports.


In my insight Chinese Expressways: A Step In The REIT Direction, I discussed the nine toll roads listed in Hong Kong, including Qilu, to ascertain which company may pilot this new policy.  

Located in East China and operational for 3+ years, Qilu ticks the location box and operational duration policy focus under the NDRC/CSRC directive. Is this the first "REIT" candidate?
Or is the suspension due to a restructuring with the Shandong Hi-Speed Group?
More below the fold.

Qilu Expressway: C-REIT Pilot Or Restructuring?

<p>2020 has been a bumpy journey for Chinese toll roads. China's State Council first increased the toll-free period over the Chinese New Year to 16 days, up from seven days in a normal year. This was followed by a directive from the Ministry of Transport such that charges for using the toll roads would be waived for users from the 17 February until a later date - an exemption which was finally lifted on the 6 May.</p><p>The sector was already being scrutinized after an ETC (E-Toll discount) policy was introduced in July of last year; and a truck toll charge implemented on the 1 January of this year, with respect to toll-by-weight compared to toll-by-vehicle.</p><p>Collectively, yield-starved investors have questioned the defensiveness of the sector. Shares are off 22% on average YTD, versus 12% for the HSI.</p><h2>The New News</h2><p>On the 30 April, the China Securities Regulatory Commission and the National Development and Reform Commission jointly <a href="http://www.csrc.gov.cn/pub/zjhpublic/zjh/202004/t20200430_374847.htm" target="_blank" rel="noopener">announced</a> (Chinese-only) a new pilot for Chinese infrastructure real estate investment trusts (or C-REITs), which are ostensibly a mechanism to fund infrastructure projects such highways and airports; and only for such infrastructure which has been operational for three years.  </p><p>Details are still to be fully fleshed out, not least how China's complex tax regime will be addressed. But it is worth exploring which toll road companies <em>may</em> be best suited to being taken private and repackaged as a REIT.</p><hr><div class="content-highlight">
<h2>What's Original?</h2>
<p>The CSRC and NDRC's announcement of a pilot program for public infrastructure REITs opens the door for the potential restructuring of listed toll road companies.</p>
<p>This in-depth insight canvasses the key Chinese toll road operators listed in Hong Kong, and assesses which companies may be targeted for acquisition, from both a financial and regulatory perspective, to spearhead this new policy.</p>
</div>

2020 has been a bumpy journey for Chinese toll roads. China's State Council first increased the toll-free period over the Chinese New Year to 16 days, up from seven days in a normal year. This was followed by a directive from the Ministry of Transport such that charges for using the toll roads would be waived for users from the 17 February until a later date - an exemption which was finally lifted on the 6 May.The sector was already being scrutinized after an ETC (E-Toll discount) policy was introduced in July of last year; and a truck toll charge implemented on the 1 January of this year, with respect to toll-by-weight compared to toll-by-vehicle.Collectively, yield-starved investors have questioned the defensiveness of the sector. Shares are off 22% on average YTD, versus 12% for the HSI.The New NewsOn the 30 April, the China Securities Regulatory Commission and the National Development and Reform Commission jointly announced (Chinese-only) a new pilot for Chinese infrastructure real estate investment trusts (or C-REITs), which are ostensibly a mechanism to fund infrastructure projects such highways and airports; and only for such infrastructure which has been operational for three years.  Details are still to be fully fleshed out, not least how China's complex tax regime will be addressed. But it is worth exploring which toll road companies may be best suited to being taken private and repackaged as a REIT.
What's Original?
The CSRC and NDRC's announcement of a pilot program for public infrastructure REITs opens the door for the potential restructuring of listed toll road companies.
This in-depth insight canvasses the key Chinese toll road operators listed in Hong Kong, and assesses which companies may be targeted for acquisition, from both a financial and regulatory perspective, to spearhead this new policy.


Chinese Expressways: A Step In The REIT Direction

China

Anhui Expressway Co. Ltd. principally holds, operates and develops toll expressways and highways in Anhui province in China.

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Anhui Expressway Co Ltd H (995 HK)

Qilu Expressway (1576 HK): Deja Vu All Over Again

Qilu has announced another restructuring that could trigger an MGO - unless a waiver is granted. This all looks like history repeating itself....

David Blennerhassett

Zhejiang Expressway (576 HK): Gaining from Both Growth and Stable Business Exposures

Sustained toll revenue recovery, further strength at Zheshang Securities and possible REIT issuance of Hanghui Expressway are potential drivers in...

Osbert Tang, CFA

Qilu Expressway: MGO Waiver Sought

After Qilu Expressway Co Ltd (1576 HK) was suspended yesterday "pursuant to the Code on Takeovers and Mergers", it appeared the shareholder...

David Blennerhassett

Qilu Expressway: C-REIT Pilot Or Restructuring?

Qilu Expressway Co Ltd (1576 HK) is currently suspended "pursuant to the Code on Takeovers and Mergers". Back on the 30 April, the China...

David Blennerhassett

Chinese Expressways: A Step In The REIT Direction

2020 has been a bumpy journey for Chinese toll roads. China's State Council first increased the toll-free period over the Chinese New Year to 16...

David Blennerhassett

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