Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>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 "<em>Transaction is reasonable with price and conditions that are fair</em>". 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. </p>
</div>
<div>
<p>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. </p>
</div>
<div>
<p>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>. </p>
</div>
<p>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, <em>and</em> 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. </p>
<p>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:</p>
<blockquote>
<p>After the Tender Offer,<strong> 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</strong>. 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.</p>
</blockquote>
<p>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. </p>


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

Making sense of the Global Market, Euromonitor International Ltd.

Yu Mitsuhashi

Making sense of the Global Market

Euromonitor International Ltd.

We are a global market research company focused on industries, countries, economies and consumers worldwide. Our cross-country comparable research helps your organisation identify opportunities and develop growth strategies in countries and regions across the globe. With offices around the world, 1,200 analysts in 100 countries and market research on every key trend and driver, we give you powerful access to the real story behind consumer change.

Thematic (Sector/Industry)

<h2><span lang="EN-US">Headlines</span></h2><ul>
<li>Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion</li>
<li>Outbound tourists support the demand for apparel accessories</li>
<li>Scarves posts the highest current value growth in apparel accessories in 2016</li>
<li>ICC International and H&amp;M Hennes &amp; Mauritz hold the leading positions in apparel accessories in 2016</li>
<li>Apparel accessories is expected to see a value CAGR of 2% at constant 2016 prices in the forecast period, to reach THB12.3 billion in 2021</li>
</ul><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/021/580/original/Market%20size%20apparel%20accessories%20-%20thailand%202011-2016.png?1488163389" class="editor-image img-responsive" data-smartkarma-image-id="21580"></figure><h2><span lang="EN-US">Competitive Landscape</span></h2><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/021/581/original/company%20sahres%20apparel%20accessories%20thailand%20retail.png?1488163453" class="editor-image img-responsive" data-smartkarma-image-id="21581"></figure>…

Headlines
Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion
Outbound tourists support the demand for apparel accessories
Scarves posts the highest current value growth in apparel accessories in 2016
ICC International and H&amp;M Hennes &amp; Mauritz hold the leading positions in apparel accessories in 2016
Apparel accessories is expected to see a value CAGR of 2% at constant 2016 prices in the forecast period, to reach THB12.3 billion in 2021
Competitive Landscape…

Sector Capsule: Apparel Accessories in Thailand

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<ul>
<li>In this note, we will look at the Asia Pacific IPO pipeline for 2024, following up with ASEAN and ANZ after having looked at other regions earlier.</li>
<li>This list has been compiled on a best effort basis from tracking the company filings and through various other sources</li>
<li>The deals you see in this note are only a part of our full IPO pipeline tracker. Feel free to drop us a message for additional information on these IPOs.</li>
</ul>


In this note, we will look at the Asia Pacific IPO pipeline for 2024, following up with ASEAN and ANZ after having looked at other regions earlier.
This list has been compiled on a best effort basis from tracking the company filings and through various other sources
The deals you see in this note are only a part of our full IPO pipeline tracker. Feel free to drop us a message for additional information on these IPOs.


Aequitas 2024 Asia IPO Pipeline - ASEAN and ANZ

JD.com Inc (ADR) / Equity Capital Markets

<ul>
<li>Aequitas Research puts out a weekly update on the deals that were covered by the team recently along with updates for upcoming IPOs.</li>
<li>In the IPO space, <a href="https://www.smartkarma.com/entities/tryt-inc" target="_blank" data-smartkarma-citation="entities:39870:1" rel="noopener">Tryt Inc (9164 JP)</a> launched its Japan IPO, while we also looked at <a href="https://www.smartkarma.com/entities/big-c-supercenter-pcl" target="_blank" data-smartkarma-citation="entities:16801:1" rel="noopener">Big C Supercenter (BIGC TB)</a>'s past performance. </li>
<li>On the placement front, in India the market hitting all-time highs appears to have driven a flurry of blocks.</li>
</ul>


Aequitas Research puts out a weekly update on the deals that were covered by the team recently along with updates for upcoming IPOs.
In the IPO space, Tryt Inc (9164 JP) launched its Japan IPO, while we also looked at Big C Supercenter (BIGC TB)'s past performance. 
On the placement front, in India the market hitting all-time highs appears to have driven a flurry of blocks.


ECM Weekly (25th June 2023) - Tryt, Shiyue Daotian, Keep, SML, HDFC, Shriram, Tata Tech, Doosan, J&T

Big C Supercenter / Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/big-c-supercenter-pcl" target="_blank" data-smartkarma-citation="entities:16801:1" rel="noopener">Big C Supercenter (BIGC TB)</a>  is looking to raise around US$1bn in its upcoming Thailand IPO. </li>
<li>Big C is engaged in modern retail business and wholesale and trade support business. As of Dec 22, it had 1,651 retail stores in Thailand</li>
<li>In this note, we talk about the not-so-positive aspects of the deal.</li>
</ul>



Big C Supercenter (BIGC TB)  is looking to raise around US$1bn in its upcoming Thailand IPO. 
Big C is engaged in modern retail business and wholesale and trade support business. As of Dec 22, it had 1,651 retail stores in Thailand
In this note, we talk about the not-so-positive aspects of the deal.


Big C Retail Pre-IPO - The Negatives - Hasn't Recovered from COVID

Thailand

Big C Supercenter Public Company Limited operates supermarkets and discount stores.  The Company's Big C Supercenters are a combination of a supermarket selling fresh food and prepared food, and a retail discount store selling a wide variety of consumer products such as apparel, cosmetics, houseware, toys, appliances, furniture, electronics, and hardware.

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Big C Supercenter (BIGC 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

Sector Capsule: Apparel Accessories in Thailand

Headlines Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion Outbound tourists support the demand for...

Euromonitor International Ltd.

Aequitas 2024 Asia IPO Pipeline - ASEAN and ANZ

In this note, we will look at the Asia Pacific IPO pipeline for 2024, following up with ASEAN and ANZ after having looked at other regions earlier.

Sumeet Singh

ECM Weekly (25th June 2023) - Tryt, Shiyue Daotian, Keep, SML, HDFC, Shriram, Tata Tech, Doosan, J&T

Aequitas Research puts out a weekly update on the deals that were covered by the team recently along with updates for upcoming IPOs.

Sumeet Singh

Big C Retail Pre-IPO - The Negatives - Hasn't Recovered from COVID

Big C Supercenter (BIGC TB) is looking to raise around US$1bn in its upcoming Thailand IPO. In this note we talk about the not-so-positive aspects...

Sumeet Singh

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