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.

Event-Driven

<p><a href="https://www.smartkarma.com/entities/esr-reit" target="_blank" data-smartkarma-citation="entities:10934:1" rel="noopener">ESR-REIT (EREIT SP)</a> announced the proposed merger with <a href="https://www.smartkarma.com/entities/ara-logos-logistics-trust" target="_blank" data-smartkarma-citation="entities:937:1" rel="noopener">ARA LOGOS (ALLT SP)</a> by way of a trust scheme of arrangement. Under the scheme consideration, each ALLT unitholder will receive S$0.095 in cash and 1.6765 new EREIT units at an issue price of S$0.510. The total consideration implies a gross exchange ratio of 1.863x and a total scheme consideration of S$0.950 per ALLT unit, which is a 1.6% premium to the ALLT last close price of S$0.935 per unit (on 14 October). </p><p>The merger was widely anticipated to avoid conflicts of interest arising from the proposed acquisition of ARA Asset Management by <a href="https://www.smartkarma.com/entities/esr-cayman-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Cayman (1821 HK)</a> for a total consideration of US$5.2 billion, which was announced on 5 August 2021. ESR Cayman which owns 67% of EREIT’s manager would also own 100% of ALLT’s manager on completion of the acquisition resulting in overlapping investment mandates.</p><p>A key issue is on pricing particularly the EREIT issue price of S$0.510 which is based on EREIT’s 52-week high. Notably, at the last close EREIT price of S$0.465, implies a scheme consideration of S$0.875 per ALLT unit, which is a -6.5% discount to the ALLT last close price of S$0.935 per unit (on 14 October). </p><div class="content-highlight"><p>As the cash consideration represents just 10% of the total scheme consideration, ALLT unitholders have greater exposure to any post-merger share price gains driven by the enlarged REIT’s higher free float, lower cost of capital, cost savings and higher growth potential. While short-term pricing concerns will linger, we note that the scheme consideration even at the last close EREIT price seems reasonable. Consequently, we believe that the merger will get the nod from both sets of unitholders.</p></div>

ESR-REIT (EREIT SP) announced the proposed merger with ARA LOGOS (ALLT SP) by way of a trust scheme of arrangement. Under the scheme consideration, each ALLT unitholder will receive S$0.095 in cash and 1.6765 new EREIT units at an issue price of S$0.510. The total consideration implies a gross exchange ratio of 1.863x and a total scheme consideration of S$0.950 per ALLT unit, which is a 1.6% premium to the ALLT last close price of S$0.935 per unit (on 14 October). The merger was widely anticipated to avoid conflicts of interest arising from the proposed acquisition of ARA Asset Management by ESR Cayman (1821 HK) for a total consideration of US$5.2 billion, which was announced on 5 August 2021. ESR Cayman which owns 67% of EREIT’s manager would also own 100% of ALLT’s manager on completion of the acquisition resulting in overlapping investment mandates.A key issue is on pricing particularly the EREIT issue price of S$0.510 which is based on EREIT’s 52-week high. Notably, at the last close EREIT price of S$0.465, implies a scheme consideration of S$0.875 per ALLT unit, which is a -6.5% discount to the ALLT last close price of S$0.935 per unit (on 14 October). As the cash consideration represents just 10% of the total scheme consideration, ALLT unitholders have greater exposure to any post-merger share price gains driven by the enlarged REIT’s higher free float, lower cost of capital, cost savings and higher growth potential. While short-term pricing concerns will linger, we note that the scheme consideration even at the last close EREIT price seems reasonable. Consequently, we believe that the merger will get the nod from both sets of unitholders.

ESR-REIT’s Proposed Merger with ARA LOGOS

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

RL Commercial REIT / Equity Capital Markets

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<p>RL Commercial REIT (RREIT), sponsored by Robinsons Land Corporation (RLC), raised around US$427m in its Philippines listing. </p>
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<p>RREIT is a commercial REIT and its initial portfolio will consist of 14 PEZA-accredited commercial real estate properties located in CBDs across Metro Manila and key cities outside Metro Manila, namely, Naga, Tarlac, Cebu and Davao. </p>
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<p>We have looked at various aspects of the REIT in our previous notes:</p>
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<ul style="list-style-type: disc;">
<li dir="ltr" aria-level="1">
<p><a href="https://www.smartkarma.com/insights/rl-commercial-reit-pre-ipo-motley-crew-of-assets-has-weathered-covid-well" target="_blank" rel="noopener">RL Commercial REIT Pre-IPO - Motley crew of assets has weathered COVID well</a></p>
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<li dir="ltr" aria-level="1">
<p><a href="https://www.smartkarma.com/insights/rl-commercial-reit-and-mreit-peer-comparison-one-is-much-better-shape" target="_blank" rel="noopener">RL Commercial REIT and MREIT peer comparison - One is in a much better shape</a></p>
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<li dir="ltr" aria-level="1"><a href="https://www.smartkarma.com/insights/rl-commercial-reit-ipo-needs-to-come-at-a-discount" target="_blank" rel="noopener">RL Commercial REIT IPO - Needs to Come at a Discount</a></li>
</ul>
<p>In this note, we will talk about the trading dynamics.</p>
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RL Commercial REIT (RREIT), sponsored by Robinsons Land Corporation (RLC), raised around US$427m in its Philippines listing. 


RREIT is a commercial REIT and its initial portfolio will consist of 14 PEZA-accredited commercial real estate properties located in CBDs across Metro Manila and key cities outside Metro Manila, namely, Naga, Tarlac, Cebu and Davao. 


We have looked at various aspects of the REIT in our previous notes:




RL Commercial REIT Pre-IPO - Motley crew of assets has weathered COVID well


RL Commercial REIT and MREIT peer comparison - One is in a much better shape

RL Commercial REIT IPO - Needs to Come at a Discount

In this note, we will talk about the trading dynamics.


RL Commercial REIT IPO Trading - Adequately Priced

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<p>On Friday 9 September, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.</p><p>The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH <em>"with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."</em></p><p>As discussed first in <em><a href="https://www.smartkarma.com/insights/singapore-press-own-time-own-target-restructuring-lor-come-i-clap-for-you" target="_blank" data-smartkarma-citation="insights:51141" rel="noopener">Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)</a>,</em> the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> in return for a basket of cash, units of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> and units in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a>. This was discussed in <em><a href="https://www.smartkarma.com/insights/alamak-sph-restructuring-restructured-as-keppel-bo-jios-sph-holders" target="_blank" data-smartkarma-citation="insights:55370" rel="noopener">Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders</a>, </em>and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/249/original/Screenshot+2021-09-11+at+2.04.22+PM.png?1631340279" class="editor-image img-responsive" data-smartkarma-image-id="229249"></figure><p></p></section><p>From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.</p><p>Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.</p><p>In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.</p>

On Friday 9 September, Singapore Press Holdings (SPH SP) shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH "with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."As discussed first in Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You), the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by Keppel Corp (KEP SP) in return for a basket of cash, units of SPH REIT (SPHREIT SP) and units in Keppel REIT (KREIT SP). This was discussed in Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders, and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.

SPH Shareholders Approve Spinoff - There's Still a Spread To Earn

<div><p>MREIT, sponsored by Megaworld, aims to raise up to US$475m in its Philippines listing.  It will be a 100% secondary shares offering.</p></div><div><p>We have looked at MREITs in our earlier notes:</p></div><div><ul style="list-style-type: disc;">
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/mreit-pre-ipo-mediocre-performance-convoluted-lease-low-asset-yield" target="_blank" rel="noopener">MREIT Pre-IPO - Mediocre performance, convoluted lease, low asset yield</a></p></li>
<li dir="ltr" aria-level="1"><a href="https://www.smartkarma.com/insights/rl-commercial-reit-and-mreit-peer-comparison-one-is-much-better-shape" target="_blank" rel="noopener">RL Commercial REIT and MREIT Peer Comparison - One Is Much Better Shape</a></li>
</ul></div><div><p>Apart from MREIT we have also covered prior listings of the three currently listed, and one soon to be listed, REIT in the Philippines:</p></div><div><ul style="list-style-type: disc;">
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/filinvest-reit-ipo-almost-like-a-single-asset-reit-covid-hasn-t-been-kind" target="_blank" rel="noopener">Filinvest REIT IPO - Almost like a single asset REIT, COVID hasn’t been kind</a></p></li>
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/ddpm-reit-pre-ipo-brand-new-assets-but-not-with-the-best-of-outlooks" target="_blank" rel="noopener">DDMP REIT Pre-IPO - Brand new assets but not with the best of outlooks</a></p></li>
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/areit-pre-ipo-first-philippines-reit-listing-comes-with-its-peculiarities" target="_blank" rel="noopener">AREIT Pre-IPO - First REIT listing comes with its peculiarities</a></p></li>
<li><a href="https://www.smartkarma.com/insights/rl-commercial-reit-pre-ipo-motley-crew-of-assets-has-weathered-covid-well" target="_blank" rel="noopener">RL Commercial REIT Pre-IPO - Motley crew of assets has weathered COVID well</a></li>
</ul></div><div><p>In this note, we will comment on valuation and run the deal through our ECM framework.</p></div>

MREIT, sponsored by Megaworld, aims to raise up to US$475m in its Philippines listing.  It will be a 100% secondary shares offering.We have looked at MREITs in our earlier notes:
MREIT Pre-IPO - Mediocre performance, convoluted lease, low asset yield
RL Commercial REIT and MREIT Peer Comparison - One Is Much Better Shape
Apart from MREIT we have also covered prior listings of the three currently listed, and one soon to be listed, REIT in the Philippines:
Filinvest REIT IPO - Almost like a single asset REIT, COVID hasn’t been kind
DDMP REIT Pre-IPO - Brand new assets but not with the best of outlooks
AREIT Pre-IPO - First REIT listing comes with its peculiarities
RL Commercial REIT Pre-IPO - Motley crew of assets has weathered COVID well
In this note, we will comment on valuation and run the deal through our ECM framework.

MREIT IPO - Needs to Be Priced a Whole Lot Lower

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<p>Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the recent acquisition of its first China data centre and to pay down debt. </p>
<p>In this note, we will talk about the deal dynamics and run the deal through our ECM framework.</p>
<p>We have covered the listing and previous placements for KDC in our earlier notes:</p>
</div><div><ul style="list-style-type: disc;">
<li>Sep 2019 placement for US$273m: <a href="https://www.smartkarma.com/insights/keppel-dc-reit-placement-just-in-time-for-the-index-inclusion" target="_blank" rel="noopener">Keppel DC REIT Placement - Just in Time for the Index Inclusion</a>
</li>
<li>May 2018 placement for US$228m: <a href="https://www.smartkarma.com/insights/keppel-dc-reit-placement-accretive-acquisition-and-probably-expected-dilution" target="_blank" rel="noopener">Keppel DC REIT Placement - Accretive Acquisition and Probably Expected Dilution</a>
</li>
<li>IPO: <a href="https://www.smartkarma.com/insights/first-of-its-kind-exposure-to-rapidly-growing-data-centers" target="_blank" rel="noopener">First of its kind exposure to rapidly growing data centers</a>
</li>
</ul></div>


Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the recent acquisition of its first China data centre and to pay down debt. 
In this note, we will talk about the deal dynamics and run the deal through our ECM framework.
We have covered the listing and previous placements for KDC in our earlier notes:

Sep 2019 placement for US$273m: Keppel DC REIT Placement - Just in Time for the Index Inclusion

May 2018 placement for US$228m: Keppel DC REIT Placement - Accretive Acquisition and Probably Expected Dilution

IPO: First of its kind exposure to rapidly growing data centers



Keppel DC REIT Placement - Most of the past Deals Have Done Well, Though This Won’t Be Accretive

Singapore

Mapletree Industrial Trust is a Singapore-focused real estate investment trust with a large and diversified portfolio of industrial properties. The Trust invests in a diverse portfolio of industrial properties with the primary objective of achieving an attractive level of return from rental income and for long-term capital growth.

Mapletree Pan Asia Commercial Trust is a Singapore-focused real estate investment trust. The Trust invests on a long-term basis, directly or indirectly, in a diversified portfolio of income-producing real estate used primarily for office and/or retail purposes, whether wholly or partially, as well as real estate-related assets.

Mapletree Pan Asia Commercial Trust (MCT SP)

Mapletree Logistics Trust is an Asia-focused logistics real estate investment trust. The Company invests in a diversified portfolio of income-producing real estate which is used for logistics purposes.

Suntec Real Estate Investment Trust is a commercial real estate investment trust. The Trust invests in income-producing real estate that is primarily used for retail and/or office purposes.

Frasers Centrepoint Trust is a retail real estate investment trust focused on growing unitholder value through asset management, financial management and strategic investments.  The trust invests in retail properties in Singapore and overseas.

FLT offers investors an opportunity to invest in logistics and industrial real estate assets strategically located within major logistics and industrial markets of Australia, Germany and the Netherlands.

Frasers Logistics & Commercial Trust (FLT SP)

Keppel DC REIT is Asia's first pure-play data centre REIT listed on the Singapore Exchange. Keppel DC REIT's investment strategy is to principally invest, directly or indirectly, in a diversified portfolio of income-producing real estate assets which are used primarily for data centre purposes, as well as real estate related assets.

Keppel REIT operates as a commercial real estate investment trust. The Trust owns and invests in a portfolio of income-producing office buildings and related real estate assets. Keppel REIT offers its services in Asia and Australia.

SPH REIT is a Singapore-based REIT established principally to invest, directly or indirectly, in a portfolio of income-producing real estate which is used primarily for retail purposes in Asia-Pacific, as well as real estate-related assets.

ESR-LOGOS Real Estate Investment Trust (“ESR-LOGOS REIT”) is a leading New Economy and future-ready Asia Pacific S-REIT. Listed on the Singapore Exchange Securities Trading Limited since 25 July 2006, ESR-LOGOS REIT invests in quality income-producing industrial properties in key gateway markets.

As at 28 April 2022, ESR-LOGOS REIT holds interests in a diversified portfolio of logistics properties, high-specifications industrial properties, business parks and general industrial properties with total assets of approximately S$5.5 billion. Its portfolio comprises 84 properties located across the developed markets of Singapore (63 assets) and Australia (21 assets), with a total gross floor area of approximately 2.4 million sqm, as well as investments in three property funds in Australia. ESR-LOGOS REIT is also a constituent of the FTSE EPRA Nareit Global Real Estate Index. 

ESR-LOGOS REIT is managed by ESR-LOGOS Funds Management (S) Limited (the “Manager”) and sponsored by the ESR Group (“ESR”). The Manager is owned by ESR (67.3%), Shanghai Summit Pte. Ltd. (25.0%), and Mitsui & Co., Ltd (7.7%), respectively.

For further information on ESR-LOGOS REIT, please visit www.esr-logosreit.com.sg.

Kenedix Retail REIT Corporation is a real estate investment trust (REIT) which mainly invests in real estate and securitized real estate products. The Company invests mainly in commercial properties which are shopping centers, and super markets in Tokyo metropolitan, Osaka, Nagoya and Fukuoka area.

Vicinity Centres retails asset and property management services. The Company offers a retail property investment and services organization involved in the ownership, management, and development of retail properties. The Company operates shopping centers across Australia.

Stockland is a diversified Australian property group. The Group develops and manages Retail centers, Residential Communities and Retirement Living assets with a focus on regional centers and outer metropolitan. Stockland also owns a portfolio of Office and Industrial assets.

Link REIT is a real estate investment trust in Hong Kong. The Trust owns and operates shopping centers, parking space facilities and real estate retail space.

Ryman Hospitality Properties, Inc. is a real estate investment trust specializing in group-oriented, destination hotel assets in urban and resort markets.

Nippon Building Fund Inc. is a real estate investment trust (REIT) which mainly invests in real estate and securitized real estate products. Properties are mainly Business offices and are located in Tokyo Major 5 wards and Kanto area.

CubeSmart is a self-administered and self-managed real estate company that owns, operates, acquires, and develops self-storage facilities in the United States.

Agree Realty Corporation is a real estate investment trust that owns, manages and develops primarily neighborhood community shopping centers or single tenant properties, located in twelve states and leased under net leases to major retail tenants.

First Industrial Realty Trust, Inc. is a self-administered and fully integrated real estate investment trust which owns, manages, acquires and develops bulk warehouses and light industrial properties. The Company's interests in its properties are held through various partnerships controlled by the company.

National Retail Properties Inc. is a real estate investment trust. The Company acquires, develops, and manages retail properties. National Retail Properties serves customers in the State of Florida.

CapitaLand Ascendas REIT is an industrial real estate investment trust. The Trust invests in business and science park properties, integrated development, amenities, and retail (IDAR) properties, high-specifications industrial properties and data centers, light industrial and flatted factories, and logistics and distribution centers.

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CapitaLand Ascendas REIT (CLAR SP)

ESR-REIT’s Proposed Merger with ARA LOGOS

A key issue is on pricing particularly the EREIT issue price of S$0.510, based on EREIT’s 52-week high. While short-term pricing concerns will...

Arun George

RL Commercial REIT IPO Trading - Adequately Priced

RL Commercial REIT, sponsored by Robinsons Land Corporation (RLC), raised around US$427m in its Philippines listing. RREIT is a commercial REIT...

Sumeet Singh

SPH Shareholders Approve Spinoff - There's Still a Spread To Earn

SPH shareholders approve the Media Biz spinoff, now there are ~4mos left until payout (assuming EGM/Scheme Mtg in Oct/Nov gives the thumbs up)....

Travis Lundy

MREIT IPO - Needs to Be Priced a Whole Lot Lower

MREIT, sponsored by Megaworld, aims to raise up to US$475m in its Philippines listing. It will be a 100% secondary shares offering.

Sumeet Singh

Keppel DC REIT Placement - Most of the past Deals Have Done Well, Though This Won’t Be Accretive

Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the...

Sumeet Singh

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