Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>After Chinese cement play <a href="https://www.smartkarma.com/entities/asia-cement-china-holdings" target="_blank" data-smartkarma-citation="entities:3374:1" rel="noopener">Asia Cement China (743 HK)</a> (ACC) was suspended on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0528/2024052801157.pdf" target="_blank" rel="noopener">28th May</a>, a punchy Offer from its parent <a href="https://www.smartkarma.com/entities/asia-cement-corp" target="_blank" data-smartkarma-citation="entities:15350:1" rel="noopener">Asia Cement (1102 TT)</a> was expected. </li>
<li>Not to be. Asia Cement is offering $3.22/share, best &amp; final. A 3.01% discount to last close, ~ 45% premium to undisturbed, and a whopping 37% discount to net cash.</li>
<li>Asia Cement plus concert parties hold 73.38%, so a blocking stake at the Court Meeting is 2.662%. One (possible) aspect in Asia Cement's favour is that ACC is not shortable.  </li>
</ul>


After Chinese cement play Asia Cement China (743 HK) (ACC) was suspended on the 28th May, a punchy Offer from its parent Asia Cement (1102 TT) was expected. 
Not to be. Asia Cement is offering $3.22/share, best &amp; final. A 3.01% discount to last close, ~ 45% premium to undisturbed, and a whopping 37% discount to net cash.
Asia Cement plus concert parties hold 73.38%, so a blocking stake at the Court Meeting is 2.662%. One (possible) aspect in Asia Cement's favour is that ACC is not shortable.  


Asia Cement (743 HK): $3.22/Share Offer - Really?

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/asia-cement-china-holdings" target="_blank" data-smartkarma-citation="entities:3374:1" rel="noopener">Asia Cement China (743 HK)</a> disclosed a Cayman scheme privatisation offer from <a href="https://www.smartkarma.com/entities/asia-cement-corp" target="_blank" data-smartkarma-citation="entities:15350:1" rel="noopener">Asia Cement (1102 TT)</a> at HK$3.22. Including the dividend, the total offer is HK$3.26, 1.7% below the last close. </li>
<li>The offer, which is final, is unattractive as it is materially below net cash and historical trading ranges. The disparity cannot be justified by the potential cash burn this year.</li>
<li>While no shareholder holds the 10% blocking stake, the high AGM minority participation rates and emerging retail opposition suggest a high chance of a deal break. </li>
</ul>



Asia Cement China (743 HK) disclosed a Cayman scheme privatisation offer from Asia Cement (1102 TT) at HK$3.22. Including the dividend, the total offer is HK$3.26, 1.7% below the last close. 
The offer, which is final, is unattractive as it is materially below net cash and historical trading ranges. The disparity cannot be justified by the potential cash burn this year.
While no shareholder holds the 10% blocking stake, the high AGM minority participation rates and emerging retail opposition suggest a high chance of a deal break. 


Asia Cement China (743 HK): A Low-Balled Offer Set up to Fail

<ul>
<li>
<a href="https://www.smartkarma.com/entities/asia-cement-china-holdings" target="_blank" data-smartkarma-citation="entities:3374:1" rel="noopener">Asia Cement China (743 HK)</a> entered a trading halt based on the Hong Kong Code on Takeovers and Mergers. Bloomberg reports that <a href="https://www.smartkarma.com/entities/asia-cement-corp" target="_blank" data-smartkarma-citation="entities:15350:1" rel="noopener">Asia Cement (1102 TT)</a> is considering a buyout. </li>
<li>Privatisation interest is unsurprising, as ACC’s EV has been negative since 6 July 2022 due to headwinds from the weak Chinese property sector and uncertainty about cash use.</li>
<li>An offer price of HK$5.18 would imply a zero EV. However, due to the difficult trading conditions, we think an offer would be around HK$4.00 per share.</li>
</ul>



Asia Cement China (743 HK) entered a trading halt based on the Hong Kong Code on Takeovers and Mergers. Bloomberg reports that Asia Cement (1102 TT) is considering a buyout. 
Privatisation interest is unsurprising, as ACC’s EV has been negative since 6 July 2022 due to headwinds from the weak Chinese property sector and uncertainty about cash use.
An offer price of HK$5.18 would imply a zero EV. However, due to the difficult trading conditions, we think an offer would be around HK$4.00 per share.


Asia Cement China (743 HK): Privatisation by Asia Cement?

<ul>
<li>Chinese cement play <a href="https://www.smartkarma.com/entities/asia-cement-china-holdings" target="_blank" data-smartkarma-citation="entities:3374:1" rel="noopener">Asia Cement China (743 HK)</a> (ACC) is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0528/2024052801157.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Takeovers Code.</li>
<li>
<a href="https://www.smartkarma.com/entities/asia-cement-corp" target="_blank" data-smartkarma-citation="entities:15350:1" rel="noopener">Asia Cement (1102 TT)</a> has been ACC's majority shareholder since its 2008 IPO. Asia Cement currently holds 73.07%. </li>
<li>Shares gained ~50% this week. On serious volume. With net cash of US$1.03bn vs. a market cap of US$66mn, a privatisation should command a punchy premium to the last close.</li>
</ul>


Chinese cement play Asia Cement China (743 HK) (ACC) is currently suspended pursuant to the Takeovers Code.

Asia Cement (1102 TT) has been ACC's majority shareholder since its 2008 IPO. Asia Cement currently holds 73.07%. 
Shares gained ~50% this week. On serious volume. With net cash of US$1.03bn vs. a market cap of US$66mn, a privatisation should command a punchy premium to the last close.


Asia Cement (743 HK): Parent's Ready-Mixed Offer?

Keisei Electric Railway Co / Event-Driven

<ul>
<li>No surprise: <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway (9009 JP)</a> shareholders voted down Palliser's proposal. If the vote was close, Palliser may ups its rhetorical game, and takes a harder stance.</li>
<li>Argyle failed to boot one <a href="https://www.smartkarma.com/entities/china-merchants-china-direct-investments" target="_blank" data-smartkarma-citation="entities:6862:1" rel="noopener">CMCDI (133 HK)</a> director. They'll next target the management agreement renewal; and agitate the company buy back 20% of shares outstanding at 90% of NAV.</li>
<li>The Offeror now has 90.16% in <a href="https://www.smartkarma.com/entities/great-eastern-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13993:1" rel="noopener">Great Eastern Holdings (GE SP)</a> - so this will get suspended at the close of the Offer.</li>
</ul>


No surprise: Keisei Electric Railway (9009 JP) shareholders voted down Palliser's proposal. If the vote was close, Palliser may ups its rhetorical game, and takes a harder stance.
Argyle failed to boot one CMCDI (133 HK) director. They'll next target the management agreement renewal; and agitate the company buy back 20% of shares outstanding at 90% of NAV.
The Offeror now has 90.16% in Great Eastern Holdings (GE SP) - so this will get suspended at the close of the Offer.


Last Week in Event SPACE: Keisei Electric, China Merchants, Great Eastern, Jardine Matheson/JCNC

China

Asia Cement China Holdings Corporation manufactures cement in China. The Company excavates the raw materials for, and produces, clinker and different types of cement.

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Asia Cement China (743 HK)