Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Three plus months ago I wrote about <a href="https://www.smartkarma.com/entities/capitaland-ltd" target="_blank" data-smartkarma-citation="entities:55:1" rel="noopener">Capitaland (CAPL SP)</a>'s proposed restructuring Scheme in <a href="https://www.smartkarma.com/insights/capitaland-capl-sp-restructuring-is-big-but-still-vague-lots-of-fine-print-to-read" target="_blank" data-smartkarma-citation="insights:49463" rel="noopener">Capitaland (CAPL SP) Restructuring Is Big But Still Vague. Lots of Fine Print to Read.</a>The proposed construct was complicated, and difficult to value, and required reading a lot of fine print, only some of which we had available. Little did I know how much fine print there would be. Late Friday night Capitaland <a href="https://investor.capitaland.com/newsroom/20210716_203319_C31_W6Z3Q02B78EAPQP3.1.pdf" target="_blank" rel="noopener">announced</a> it had received SGX-ST approval to list <a href="https://www.smartkarma.com/entities/capitaland-investment-management" target="_blank" data-smartkarma-citation="entities:33774:1" rel="noopener">Capitaland Investment Management (CAPINVEST SP)</a>. Saturday night, Capitaland released its <a href="https://investor.capitaland.com/misc/20210717_1143_SchemeDocument.pdf" target="_blank" rel="noopener">Scheme Document</a>. It is 922 pages of fine print. There is an <a href="https://links.sgx.com/FileOpen/SCR21050093AmazonIntroDoc.ashx?App=Announcement&amp;FileID=675106" target="_blank" rel="noopener">Introductory Document</a> which is shorter. It is 744 pages. There is also a brief 8-page <a href="https://links.sgx.com/FileOpen/17072021CapitaLand%20to%20seek%20Shareholders%20approval%20of%20proposed%20restructuring.ashx?App=Announcement&amp;FileID=675108" target="_blank" rel="noopener">press release</a> and an <a href="https://links.sgx.com/FileOpen/CL_Despatch_Notices_Announcement.ashx?App=Announcement&amp;FileID=675107" target="_blank" rel="noopener">Announcement of the Scheme Meeting</a>.The deal as announced at the time is the same now. We have more timing details. The restructuring involves the controlling holder of <a href="https://www.smartkarma.com/entities/capitaland-ltd" target="_blank" data-smartkarma-citation="entities:55:1" rel="noopener">Capitaland (CAPL SP)</a> (CLA Real Estate Holdings - ultimately that is Temasek) buying out the real estate development business of Capitaland in return for S$0.951/share of cash and 0.155* units/share of <a href="https://www.smartkarma.com/entities/capitaland-integrated-commercial-trust" target="_blank" data-smartkarma-citation="entities:105:1" rel="noopener">Capitaland Integrated Commercial Trust (CICT SP)</a> where the parent's stake will fall. <div class="content-remarks">* the CICT distribution is actually 0.1546727 shares of CICT per share of Capitaland, but fractional entitlements will be disregarded so using 0.155 is probably fine</div>Investors who own CAPL, assuming that the 10 August EGM approves the deal, will get shares in Capitaland Investment ("CLI") which is a kind of SpinCo, the cash, and the CICT units. The Value of that consideration as per the Scheme Document is S$4.102/share with the idea that the CLI portion itself will have a per-share Value of 1.0x NAV which will be S$2.823/share. Importantly, that is a pro-forma NAV as per 31 December 2020. The Scheme Document itself contains an Independent Financial Advisor letter to the Independent Directors which comes to the conclusion that the Assessed Value of the Consideration was S$4.56-4.99/share, which was well above the S$4.102/share in the document, coming to the conclusion that it is "fair and reasonable". Given that the value of the 0.155 shares of is S$0.3248 per Capitaland share (though assessed value is slightly higher), and the cash is unchanging at S$0.951/share, that means the major difference between S$4.102/share and S$4.56-4.99/share is the idea that CLI is worth S$3.19-S$3.62/share rather than S$2.823/share (the difference here is the FY20 dividend).That's where the rubber hits the road. So we take a closer look below the fold.

Three plus months ago I wrote about Capitaland (CAPL SP)'s proposed restructuring Scheme in Capitaland (CAPL SP) Restructuring Is Big But Still Vague. Lots of Fine Print to Read.The proposed construct was complicated, and difficult to value, and required reading a lot of fine print, only some of which we had available. Little did I know how much fine print there would be. Late Friday night Capitaland announced it had received SGX-ST approval to list Capitaland Investment Management (CAPINVEST SP). Saturday night, Capitaland released its Scheme Document. It is 922 pages of fine print. There is an Introductory Document which is shorter. It is 744 pages. There is also a brief 8-page press release and an Announcement of the Scheme Meeting.The deal as announced at the time is the same now. We have more timing details. The restructuring involves the controlling holder of Capitaland (CAPL SP) (CLA Real Estate Holdings - ultimately that is Temasek) buying out the real estate development business of Capitaland in return for S$0.951/share of cash and 0.155* units/share of Capitaland Integrated Commercial Trust (CICT SP) where the parent's stake will fall. * the CICT distribution is actually 0.1546727 shares of CICT per share of Capitaland, but fractional entitlements will be disregarded so using 0.155 is probably fineInvestors who own CAPL, assuming that the 10 August EGM approves the deal, will get shares in Capitaland Investment ("CLI") which is a kind of SpinCo, the cash, and the CICT units. The Value of that consideration as per the Scheme Document is S$4.102/share with the idea that the CLI portion itself will have a per-share Value of 1.0x NAV which will be S$2.823/share. Importantly, that is a pro-forma NAV as per 31 December 2020. The Scheme Document itself contains an Independent Financial Advisor letter to the Independent Directors which comes to the conclusion that the Assessed Value of the Consideration was S$4.56-4.99/share, which was well above the S$4.102/share in the document, coming to the conclusion that it is "fair and reasonable". Given that the value of the 0.155 shares of is S$0.3248 per Capitaland share (though assessed value is slightly higher), and the cash is unchanging at S$0.951/share, that means the major difference between S$4.102/share and S$4.56-4.99/share is the idea that CLI is worth S$3.19-S$3.62/share rather than S$2.823/share (the difference here is the FY20 dividend).That's where the rubber hits the road. So we take a closer look below the fold. 

Capitaland Restructuring - Be Careful Not to Price In the NEXT Restructuring Too Soon

Global Special Situations & Strategy, SR Services Ltd

David Lepper

Global Special Situations & Strategy

SR Services Ltd

SR Services provides Strategic Knowledge and Solutions services for Family Offices and Corporate Business. 

We deliver this via advisory services, strategic planning, opportunity analysis/sourcing, as well as solution implementation. 

Whilst, we create intellectual discipline and operational leverage for your projects or daily activities, our ultimate objective is to empower whilst enhancing your decision making. 

Strategic Knowledge and Solutions

Equity Bottom-Up

The fact is that Toshiba is now in play for privatisation with the CEO out and one of the more prominent activists citing their position and desired starting valuation. However, this is likely to be far from a linear trajectory to its end chapter. It will likely remain a fast-moving situation – as we write this note, the landscape has evolved almost on an hourly basis – and we do not expect it to slow in the next few weeks. As we stand at the time of publishing, there are several summary points to consider, particularly as we leave the Introduction phase of this story and proceed to embark on Chapter One of our fourth theme in 2021’s activist landscape.

The fact is that Toshiba is now in play for privatisation with the CEO out and one of the more prominent activists citing their position and desired starting valuation. However, this is likely to be far from a linear trajectory to its end chapter. It will likely remain a fast-moving situation – as we write this note, the landscape has evolved almost on an hourly basis – and we do not expect it to slow in the next few weeks. As we stand at the time of publishing, there are several summary points to consider, particularly as we leave the Introduction phase of this story and proceed to embark on Chapter One of our fourth theme in 2021’s activist landscape. 

Toshiba Corp (6502 JP) Chapter 1: CEO Out, Activists up the Game

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

Dalrymple Bay Infrastructure / Equity Capital Markets

<div>Dalrymple Bay Infrastructure (DBI from hereon) raised around US$500m in its Australian listing. It is owned by <a href="https://www.smartkarma.com/entities/brookfield-asset-manage-cl-a-0483cfb5-71a5-4931-af80-901e5f30aace" target="_blank" data-smartkarma-citation="entities:23741:1" rel="noopener">Brookfield Asset Management (BAM US)</a>. The stock will start trading tomorrow. </div><div>It holds a 99-lease for Dalrymple Bay Terminal (DBT), a coal export terminal. DBT was commissioned in 1983 and is located close to Bowen Basin, the world’s largest met coal export region, in Queensland.  </div><div>
I've covered various aspects of the deal in my earlier note, <a href="https://www.smartkarma.com/insights/dalrymple-bay-infrastructure-highly-curious-timing" target="_blank" rel="noopener">Dalrymple Bay Infrastructure - Highly Curious Timing.</a>
In this note, I'll talk about the trading dynamics and provide a table with implied valuations at different share price levels. 
</div>

Dalrymple Bay Infrastructure (DBI from hereon) raised around US$500m in its Australian listing. It is owned by Brookfield Asset Management (BAM US). The stock will start trading tomorrow. It holds a 99-lease for Dalrymple Bay Terminal (DBT), a coal export terminal. DBT was commissioned in 1983 and is located close to Bowen Basin, the world’s largest met coal export region, in Queensland.  
I've covered various aspects of the deal in my earlier note, Dalrymple Bay Infrastructure - Highly Curious Timing.
In this note, I'll talk about the trading dynamics and provide a table with implied valuations at different share price levels. 


Dalrymple Bay Infrastructure IPO Trading - Yield Limits Downside, for Now

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

Positive COVID vaccine news has since led to bullish inflections in a staggering number of countries, ACWI-US included. Our current outlook is bullish. Buy dips. In this report we outline key technical levels across markets and highlight actionable ideas within our Financials &amp; Energy Sectors.

Positive COVID vaccine news has since led to bullish inflections in a staggering number of countries, ACWI-US included. Our current outlook is bullish. Buy dips. In this report we outline key technical levels across markets and highlight actionable ideas within our Financials &amp; Energy Sectors.

Dalrymple Bay Infrastructure (DBI from hereon) aims to raise around US$500m in its Australian listing. It is owned by <a href="https://www.smartkarma.com/entities/brookfield-asset-manage-cl-a-0483cfb5-71a5-4931-af80-901e5f30aace" target="_blank" data-smartkarma-citation="entities:23741:1" rel="noopener">Brookfield Asset Management (BAM US)</a>. It holds a 99-lease for Dalrymple Bay Terminal (DBT), a coal export terminal. DBT was commissioned in 1983 and is located close to Bowen Basin, the world’s largest met coal export region, in Queensland.  The terminal is a common-user facility providing services to a large number of mining customers. Approximately 80% of the coal shipped through DBT in 2019 was metallurgical (met) coal. It is the largest met coal terminal, handling 15% of global met coal in 2019 and 30% of Queensland coal exports. While the current revenue for DBI is regulated and hence, fairly stable, it has been trying to change that so that it can set its own tariffs directly with clients. However, even if it manages to do that the upside might be limited.As per my calculations, if it doesn’t manage to succeed in doing so, its revenue could drop by an amount far exceeding the projected upside. This doesn’t make DBI appear particularly attractive.

Dalrymple Bay Infrastructure (DBI from hereon) aims to raise around US$500m in its Australian listing. It is owned by Brookfield Asset Management (BAM US). It holds a 99-lease for Dalrymple Bay Terminal (DBT), a coal export terminal. DBT was commissioned in 1983 and is located close to Bowen Basin, the world’s largest met coal export region, in Queensland.  The terminal is a common-user facility providing services to a large number of mining customers. Approximately 80% of the coal shipped through DBT in 2019 was metallurgical (met) coal. It is the largest met coal terminal, handling 15% of global met coal in 2019 and 30% of Queensland coal exports. While the current revenue for DBI is regulated and hence, fairly stable, it has been trying to change that so that it can set its own tariffs directly with clients. However, even if it manages to do that the upside might be limited.As per my calculations, if it doesn’t manage to succeed in doing so, its revenue could drop by an amount far exceeding the projected upside. This doesn’t make DBI appear particularly attractive.

Dalrymple Bay Infrastructure - Highly Curious Timing

Canada

Brookfield Corporation operates as an asset management company. The Company invests in long-life, high-quality assets and businesses, as well as focuses on real estate, infrastructure, and renewable power sectors. Brookfield serves customers worldwide.

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Brookfield (BN CN)

Capitaland Restructuring - Be Careful Not to Price In the NEXT Restructuring Too Soon

Capitaland proposed a restructuring where parent CLA will buy the development biz, and spin out to investors a kind of large virtually-stapled...

Travis Lundy

Toshiba Corp (6502 JP) Chapter 1: CEO Out, Activists up the Game

Since “Toshiba Corp: And so, it begins”, several items have fallen into place making this a situation, in which Private Equity and Activists are...

David Lepper

Dalrymple Bay Infrastructure IPO Trading - Yield Limits Downside, for Now

Dalrymple Bay Infrastructure (DBI from hereon) raised around US$500m in its Australian listing. It is owned by Brookfield Asset Management (BAM...

Sumeet Singh

Bullish Inflections Around The World

In this report we outline key technical levels across markets and highlight actionable ideas within our Financials & Energy Sectors.

Vermilion Research

Dalrymple Bay Infrastructure - Highly Curious Timing

Dalrymple Bay Infrastructure aims to raise around US$500m in its Australian IPO. DBI is owned by Brookfield Asset Management.

Sumeet Singh

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