Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

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

David Blennerhassett

Event-Driven

Beijing Jingneng Clean Energy / Event-Driven

<p><strong>80.22%</strong>. That's the only figure that matters.</p>
<p><a href="https://www.smartkarma.com/entities/beijing-jingneng-clean-energy-co-ltd" target="_blank" data-smartkarma-citation="entities:16316:1" rel="noopener">Beijing Jingneng Clean Energy (579 HK)</a> joins <a href="https://www.smartkarma.com/entities/harbin-electric-co-ltd-h" target="_blank" data-smartkarma-citation="entities:11116:1" rel="noopener">Harbin Electric Co Ltd H (1133 HK)</a> as the second Merger by Absorption transaction to <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0301/2021030103095.pdf" target="_blank" rel="noopener">fail</a> on account of the tendering condition.</p>
<p>1,207,310,872 H Shares, or 80.22% of the total issued H Shares held by the Independent H Shareholders, tendered. </p>
<p><a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0520/ltn20190520874.pdf" target="_blank" rel="noopener">85.8%</a> of independent shares tendered into the Harbin Offer by the 60th day, and the Offer was subsequently, and unprecedently, extended (&amp; then failed). <a href="https://www.smartkarma.com/entities/huaneng-renewables-corp-h" target="_blank" data-smartkarma-citation="entities:7542:1" rel="noopener">Huaneng Renewables Corp H (958 HK)</a> received <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0120/2020012000919.pdf" target="_blank" rel="noopener">90.8%</a> on the 60th day - therefore the Offer was declared unconditional as to <em>acceptances - </em>but the Offer was still subject to approvals from NDRC and MOFCOM, and the registration of SAFE approval - and was also granted an extension by the SFC.</p>
<p>With less than 90% tendered AND with approvals/registration with Beijing SASAC, NDRC, and BAFE outstanding, the Offer for Jingneng was not extended.</p>
<p>Share tendered will be returned "<em>as soon as possible but in any event within ten days</em>".</p>
<p>More below the fold.</p>

80.22%. That's the only figure that matters.
Beijing Jingneng Clean Energy (579 HK) joins Harbin Electric Co Ltd H (1133 HK) as the second Merger by Absorption transaction to fail on account of the tendering condition.
1,207,310,872 H Shares, or 80.22% of the total issued H Shares held by the Independent H Shareholders, tendered. 
85.8% of independent shares tendered into the Harbin Offer by the 60th day, and the Offer was subsequently, and unprecedently, extended (&amp; then failed). Huaneng Renewables Corp H (958 HK) received 90.8% on the 60th day - therefore the Offer was declared unconditional as to acceptances - but the Offer was still subject to approvals from NDRC and MOFCOM, and the registration of SAFE approval - and was also granted an extension by the SFC.
With less than 90% tendered AND with approvals/registration with Beijing SASAC, NDRC, and BAFE outstanding, the Offer for Jingneng was not extended.
Share tendered will be returned "as soon as possible but in any event within ten days".
More below the fold.

Beijing Jingneng (579 HK): And That's a Fail

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<p>Subsequent to a low-turnout at the H-share class meeting last Friday (the 19th February), <a href="https://www.smartkarma.com/entities/beijing-jingneng-clean-energy-co-ltd" target="_blank" data-smartkarma-citation="entities:16316:1" rel="noopener">Beijing Jingneng Clean Energy (579 HK)</a>'s shares declined 6.7% on Monday, followed by 6.3% yesterday, and 3.1% today. All on above-average volume. </p>
<p>Jingneng is now trading at a 25% gross spread to the voluntary conditional offer price of HK$2.70/share. Quite remarkable given deal completion is binary, and there is little in the way of clarity to indicate deal failure is more certain.</p>
<p>Jingneng's undisturbed price back in early July 2020 when a possible Offer was first <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0706/2020070602025.pdf" target="_blank" rel="noopener">floated</a>, was HK$1.58. However, the power mix that Jingneng supplies has sector-by-sector average gains - some considerable - since the deal.</p>
<p>Jingneng has overshot to the downside, and is a buy outright or against a basket of peers.</p>
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<div>More below the fold.</div>
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Subsequent to a low-turnout at the H-share class meeting last Friday (the 19th February), Beijing Jingneng Clean Energy (579 HK)'s shares declined 6.7% on Monday, followed by 6.3% yesterday, and 3.1% today. All on above-average volume. 
Jingneng is now trading at a 25% gross spread to the voluntary conditional offer price of HK$2.70/share. Quite remarkable given deal completion is binary, and there is little in the way of clarity to indicate deal failure is more certain.
Jingneng's undisturbed price back in early July 2020 when a possible Offer was first floated, was HK$1.58. However, the power mix that Jingneng supplies has sector-by-sector average gains - some considerable - since the deal.
Jingneng has overshot to the downside, and is a buy outright or against a basket of peers.






More below the fold.






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<p>Back on the 17 November, <a href="https://www.smartkarma.com/entities/beijing-jingneng-clean-energy-co-ltd" target="_blank" data-smartkarma-citation="entities:16316:1" rel="noopener">Beijing Jingneng Clean Energy (579 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1117/2020111701054.pdf" target="_blank" rel="noopener">announced</a> a voluntary conditional offer at HK$2.70/share, a 70.89% premium to the undisturbed price. </p>
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<p>As Jingneng is PRC-incorporated, which confers no rights to the Bidder/Owner to compulsorily acquire shares, or to residual shareholders to require a buyout, the two-step Offer comprises a Scheme-like vote (≥ 75% for, ≤10% against) and a 90% tendering condition.</p>
<p>The <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1231/2020123100105.pdf" target="_blank" rel="noopener">Composite Document</a> was despatched on the 31 December, and the EGM and H-share class meetings were held on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0219/2021021900730.pdf" target="_blank" rel="noopener">19 February</a>. All resolutions were passed. For the H-share class meeting, 97.9% of shares in attendance voted for the Offer.</p>
<p>The vote was not seen as a risk to the deal. Yet shares are off 4.3% as I type. The low turn-out at the meeting (38.21% of H-shareholders) is likely the cause of today's move. 61.79% of shareholders didn't bother to cast a vote - does that apathy to the Offer make it harder for the bankers to rustle up the necessary 90% to tender shares?</p>
<p>More below the fold.</p>
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Back on the 17 November, Beijing Jingneng Clean Energy (579 HK) announced a voluntary conditional offer at HK$2.70/share, a 70.89% premium to the undisturbed price. 


As Jingneng is PRC-incorporated, which confers no rights to the Bidder/Owner to compulsorily acquire shares, or to residual shareholders to require a buyout, the two-step Offer comprises a Scheme-like vote (≥ 75% for, ≤10% against) and a 90% tendering condition.
The Composite Document was despatched on the 31 December, and the EGM and H-share class meetings were held on the 19 February. All resolutions were passed. For the H-share class meeting, 97.9% of shares in attendance voted for the Offer.
The vote was not seen as a risk to the deal. Yet shares are off 4.3% as I type. The low turn-out at the meeting (38.21% of H-shareholders) is likely the cause of today's move. 61.79% of shareholders didn't bother to cast a vote - does that apathy to the Offer make it harder for the bankers to rustle up the necessary 90% to tender shares?
More below the fold.


Beijing Jingneng (579 HK): Low Voter Turn-Out Sees Spread Widening

<p>I've analysed 14 Merger by Absorption deals over the last 16 years. These unique privatisation Offers address the peculiarities of acquiring PRC-incorporated companies listed in Hong Kong.</p>
<p>There are no rights under the laws of the PRC and the Articles of Association of a PRC-incorporated company to compulsorily acquire its H Shares that are not tendered for acceptance pursuant to any H Share Offer.</p>
<p>The only mechanism available to <em>fully</em> privatise is via a Merger by Absorption, incorporating a Scheme-like vote (≥ 75% for, ≤10% against). A tendering condition of 90% <em>may</em> also be present.</p>
<p>Of these 14 transactions, 10 have been successfully privatised, three remain ongoing, plus we have one ignominious failure for <a href="https://www.smartkarma.com/entities/harbin-electric-co-ltd-h" target="_blank" data-smartkarma-citation="entities:11116:1" rel="noopener">Harbin Electric Co Ltd H (1133 HK)</a>.</p>
<p>As always, more below the fold. </p>

I've analysed 14 Merger by Absorption deals over the last 16 years. These unique privatisation Offers address the peculiarities of acquiring PRC-incorporated companies listed in Hong Kong.
There are no rights under the laws of the PRC and the Articles of Association of a PRC-incorporated company to compulsorily acquire its H Shares that are not tendered for acceptance pursuant to any H Share Offer.
The only mechanism available to fully privatise is via a Merger by Absorption, incorporating a Scheme-like vote (≥ 75% for, ≤10% against). A tendering condition of 90% may also be present.
Of these 14 transactions, 10 have been successfully privatised, three remain ongoing, plus we have one ignominious failure for Harbin Electric Co Ltd H (1133 HK).
As always, more below the fold. 

Quiddity M&A : A Guide To Mergers By Absorption

China

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)

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

Beijing Jingneng (579 HK): And That's a Fail

There will be selling pressure on the stock, in two phases - tomorrow, and when shares are returned. However, Jingneng is trading cheap. This is a...

David Blennerhassett

Beijing Jingneng (579 HK): This Is A Buy

If it does not go through, the downside should be limited. And current valuations are not demanding - 8.8x PER on an LTM basis. I would buy...

David Blennerhassett

Beijing Jingneng (579 HK): Low Voter Turn-Out Sees Spread Widening

Currently trading at a massive gross spread of 11%, the widest since the deal was announced. This is in effect, a binary deal. I still believe this...

David Blennerhassett

Quiddity M&A : A Guide To Mergers By Absorption

Beijing Jingneng's effective tender rate is the highest of all Merger by Absorptions. However, bankers have lifted the tendering rate efficiency in...

David Blennerhassett

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