Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

ESR has now declared its Offer for <a href="https://www.smartkarma.com/entities/22857" target="_blank" data-smartkarma-citation="entities:22857:1">Propertylink Group (PLG AU)</a> "<a href="https://www.asx.com.au/asxpdf/20190121/pdf/441zx7wmdp7t1l.pdf" target="_blank">to be best and final</a>", and the Offer has been extended until the 28 February (unless further extended). 
After adjusting for the interim distribution of A$0.036/share (ex-date 28 December; payment 31 January), the amount payable by ESR under the Offer is A$1.164/share, cash.
The <a href="https://www.asx.com.au/asxpdf/20181120/pdf/440fwygk726zrb.pdf" target="_blank">Target Statement</a> issued back on the 20 November included a "fair and reasonable" opinion from KPMG,  together with unanimous PLG board support.
To recap: after PLG rebuffed an offer from <a href="https://www.smartkarma.com/entities/15546" target="_blank" data-smartkarma-citation="entities:15546:1">Centuria Capital (CNI AU)</a> in September, followed by PLG making an offer for <a href="https://www.smartkarma.com/entities/17517" target="_blank" data-smartkarma-citation="entities:17517:1">Centuria Industrial Reit (CIP AU)</a> - in which both CNI (23.5%) and PLG (17.3%) have sizeable stakes - ESR launched its offer for PLG. Adding to the cross-holdings, ESR also acquired major positions in both PLG (18.06% initially, now up to 19.9%) and CNI (14.9%).
ESR's Offer is conditional on a minimum acceptance condition of 50.1%. CNI has a 19.5% stake and Vinva Investment Management 5%.
The next key event is CNI's shareholder vote on the <a href="https://www.asx.com.au/asxpdf/20181221/pdf/441fnt16lpzr4b.pdf" target="_blank">31 January</a>. This is not a vote to decide on tendering the shares held by CNI in PLG into ESR's offer; but to give CNI's board the authorisation to tender (or not to tender) those PLG shares. 
Although no definitive decision has been made public by CNI, calling the EGM to get shareholder approval and attaching a "fair &amp; reasonable" opinion from an independent expert (Deloitte) to CNI's EGM notice, can be construed as sending a strong signal CNI's board will ultimately tender in its shares. According to the <a href="https://www.afr.com/real-estate/esr-steps-up-effort-to-take-over-propertylink-in-723m-deal-20190122-h1abza" target="_blank">AFR</a> (paywalled), CNI's John Mcbain said: "We want to make sure when we do decide to vote, if we get shareholder approval, the timing is with us". 
Assuming the resolution passes, CNI's board decision on PLG shares will take place shortly afterwards. My bet is this turns unconditional the first week of Feb. The consideration under the Offer would then be paid 20 business days after the Offer becomes unconditional. Now trading with completion in mind at a gross/annualised spread of 0.8%/6.7%, assuming payment the first week of March.

ESR has now declared its Offer for Propertylink Group (PLG AU) "to be best and final", and the Offer has been extended until the 28 February (unless further extended). 
After adjusting for the interim distribution of A$0.036/share (ex-date 28 December; payment 31 January), the amount payable by ESR under the Offer is A$1.164/share, cash.
The Target Statement issued back on the 20 November included a "fair and reasonable" opinion from KPMG,  together with unanimous PLG board support.
To recap: after PLG rebuffed an offer from Centuria Capital (CNI AU) in September, followed by PLG making an offer for Centuria Industrial Reit (CIP AU) - in which both CNI (23.5%) and PLG (17.3%) have sizeable stakes - ESR launched its offer for PLG. Adding to the cross-holdings, ESR also acquired major positions in both PLG (18.06% initially, now up to 19.9%) and CNI (14.9%).
ESR's Offer is conditional on a minimum acceptance condition of 50.1%. CNI has a 19.5% stake and Vinva Investment Management 5%.
The next key event is CNI's shareholder vote on the 31 January. This is not a vote to decide on tendering the shares held by CNI in PLG into ESR's offer; but to give CNI's board the authorisation to tender (or not to tender) those PLG shares. 
Although no definitive decision has been made public by CNI, calling the EGM to get shareholder approval and attaching a "fair &amp; reasonable" opinion from an independent expert (Deloitte) to CNI's EGM notice, can be construed as sending a strong signal CNI's board will ultimately tender in its shares. According to the AFR (paywalled), CNI's John Mcbain said: "We want to make sure when we do decide to vote, if we get shareholder approval, the timing is with us". 
Assuming the resolution passes, CNI's board decision on PLG shares will take place shortly afterwards. My bet is this turns unconditional the first week of Feb. The consideration under the Offer would then be paid 20 business days after the Offer becomes unconditional. Now trading with completion in mind at a gross/annualised spread of 0.8%/6.7%, assuming payment the first week of March.

Propertylink - CNI Shareholders To Vote On ESR's Final Offer

Malaysia

CNI Holdings Bhd is a holding company.  Through subsidiaries, the Company distributes food, beverages, health food supplements, and household, personal care, and beauty products.

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Cni Holdings (CNI MK)

Propertylink - CNI Shareholders To Vote On ESR's Final Offer

ESR has now declared its Offer for Propertylink Group (PLG AU) "to be best and final", and the Offer has been extended until the 28 February...

David Blennerhassett

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