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

China Vast Industrial Urban Development / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/china-vast-industrial-urban-development-company-limited" target="_blank" data-smartkarma-citation="entities:3212:1" rel="noopener">China Vast Industrial Urban Development (6166 HK)</a> announced a pre-conditional privatisation offer from <a href="https://www.smartkarma.com/entities/china-jinmao-holdings-group" target="_blank" data-smartkarma-citation="entities:35:1" rel="noopener">China Jinmao Holdings (817 HK)</a> at HK$2.40 per share, a 30.4% premium to the undisturbed price.</li>
<li>Key conditions include approval by at least 75% disinterested shareholders (&lt;10% of disinterested shareholders rejection). Shareholders with blocking stakes will be supportive.</li>
<li>The headcount test (if still applicable) is a key challenge as minorities are likely to be unimpressed. We would be buyers up to HK$2.26 per share (implies 75% deal probability).</li>
</ul>



China Vast Industrial Urban Development (6166 HK) announced a pre-conditional privatisation offer from China Jinmao Holdings (817 HK) at HK$2.40 per share, a 30.4% premium to the undisturbed price.
Key conditions include approval by at least 75% disinterested shareholders (&lt;10% of disinterested shareholders rejection). Shareholders with blocking stakes will be supportive.
The headcount test (if still applicable) is a key challenge as minorities are likely to be unimpressed. We would be buyers up to HK$2.26 per share (implies 75% deal probability).


China VAST’s Underwhelming Privatisation Bid from China Jinmao

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<div>
<div class="content-highlight">
<p><em><strong>Corrigenda: There is an error in this Insight. Please note the correction.</strong></em></p>
<p><em><strong>Correction: [Under the section “On the Evergrande holding”], that (unrealised &amp; realised) loss on the investment in Evergrande (3333 HK) of HK$10.4bn almost certainly includes the HK$3.99bn loss on investment included in the 2021 interims.</strong></em></p>
<p><em><strong>Therefore the additional (unrealised &amp; realised) loss on investment, using the $2.95/share price for Evergrande as provided in the announcement, is ~HK$6.4bn, or HK$3.37/share, giving an adjusted NAV of HK$9.61/share (ignoring forward earnings), implying a P/B under the Offer of ~0.42x compared to a three-year average of 0.31x.</strong></em></p>
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<p>After being <a href="chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/viewer.html?pdfurl=https%3A%2F%2Fwww1.hkexnews.hk%2Flistedco%2Flistconews%2Fsehk%2F2021%2F0929%2F2021092900219.pdf&amp;clen=26125&amp;chunk=true" target="_blank" rel="noopener">suspended</a> on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers, <a href="https://www.smartkarma.com/entities/chinese-estates-holdings-limited" target="_blank" data-smartkarma-citation="entities:20954:1" rel="noopener">Chinese Estates Holdings (127 HK)</a>, a leading property developer in Hong Kong, has now <a href="chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/viewer.html?pdfurl=https%3A%2F%2Fwww1.hkexnews.hk%2Flistedco%2Flistconews%2Fsehk%2F2021%2F1006%2F2021100601285.pdf&amp;clen=203491&amp;chunk=true" target="_blank" rel="noopener">announced</a> an Offer, by way of a Scheme, from its founder, Joseph Lau, and his wife Chan Hoi Wan.</p>
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<div>
<p>The consideration is $4.00/share, a 37.9% premium to last close, but an impressive 83.5% premium to the close on the last full trading day. The Offer price will NOT be increased.</p>
</div>
<div>
<p>Lau and Chan control <a href="https://di.hkex.com.hk/di/NSAllSSList.aspx?sa2=as&amp;sid=206&amp;corpn=Chinese+Estates+Holdings+Ltd.&amp;sd=29/09/2013&amp;ed=29/09/2021&amp;cid=0&amp;sa1=cl&amp;scsd=29%2f09%2f2013&amp;sced=29%2f09%2f2021&amp;sc=127&amp;src=MAIN&amp;lang=EN&amp;g_lang=en&amp;" target="_blank" rel="noopener">74.99%</a> of the company. Disinterested shareholders comprise 21.41% of shares out, therefore the blocking stake at the forthcoming Court Meeting is 2.141% of shares out. </p>
<p>The headcount test applies.</p>
</div>
<div>
<p>In <em><a href="https://skr.ma/1HQM2" target="_blank" rel="noopener">Chinese Estates (127 HK): Potential Privatisation?</a></em>, I expected a punchy premium (to the "undisturbed price") upwards of up 75%, or $3.82/share, to get this over the line. This has been exceeded. </p>
<p>Optically, Lau and Chan appear to be getting Chinese Estates at a bargain. But the current realised plus unrealised losses on the <a href="https://www.smartkarma.com/entities/china-evergrande-group" target="_blank" data-smartkarma-citation="entities:479:1" rel="noopener">Evergrande (3333 HK)</a> holding is HK$10.4bn, which dramatically alters what is deemed to be book value, and therefore the implied valuation metric under the Offer.</p>
<p>This looks like a done deal and should trade tight to terms.</p>
</div>
<div>
<div>
<p></p>
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Corrigenda: There is an error in this Insight. Please note the correction.
Correction: [Under the section “On the Evergrande holding”], that (unrealised &amp; realised) loss on the investment in Evergrande (3333 HK) of HK$10.4bn almost certainly includes the HK$3.99bn loss on investment included in the 2021 interims.
Therefore the additional (unrealised &amp; realised) loss on investment, using the $2.95/share price for Evergrande as provided in the announcement, is ~HK$6.4bn, or HK$3.37/share, giving an adjusted NAV of HK$9.61/share (ignoring forward earnings), implying a P/B under the Offer of ~0.42x compared to a three-year average of 0.31x.

After being suspended on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers, Chinese Estates Holdings (127 HK), a leading property developer in Hong Kong, has now announced an Offer, by way of a Scheme, from its founder, Joseph Lau, and his wife Chan Hoi Wan.


The consideration is $4.00/share, a 37.9% premium to last close, but an impressive 83.5% premium to the close on the last full trading day. The Offer price will NOT be increased.


Lau and Chan control 74.99% of the company. Disinterested shareholders comprise 21.41% of shares out, therefore the blocking stake at the forthcoming Court Meeting is 2.141% of shares out. 
The headcount test applies.


In Chinese Estates (127 HK): Potential Privatisation?, I expected a punchy premium (to the "undisturbed price") upwards of up 75%, or $3.82/share, to get this over the line. This has been exceeded. 
Optically, Lau and Chan appear to be getting Chinese Estates at a bargain. But the current realised plus unrealised losses on the Evergrande (3333 HK) holding is HK$10.4bn, which dramatically alters what is deemed to be book value, and therefore the implied valuation metric under the Offer.
This looks like a done deal and should trade tight to terms.







Chinese Estates (127 HK): $4.00/Share Offer

<div>
<p><a href="https://www.smartkarma.com/entities/chinese-estates-holdings-limited" target="_blank" data-smartkarma-citation="entities:20954:1" rel="noopener">Chinese Estates Holdings (127 HK)</a>,  a leading property developer in Hong Kong - and avid securities investor - is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0929/2021092900219.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Hong Kong Code on Takeovers and Mergers. There are, as yet, no further details, although shares did gain 33% before being halted at 11.10am today. </p>
</div>
<div>
<p><a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener"></a>Joseph Lau and his wife Chan Hoi Wan control <a href="https://di.hkex.com.hk/di/NSAllSSList.aspx?sa2=as&amp;sid=206&amp;corpn=Chinese+Estates+Holdings+Ltd.&amp;sd=29/09/2013&amp;ed=29/09/2021&amp;cid=0&amp;sa1=cl&amp;scsd=29%2f09%2f2013&amp;sced=29%2f09%2f2021&amp;sc=127&amp;src=MAIN&amp;lang=EN&amp;g_lang=en&amp;" target="_blank" rel="noopener">74.99%</a> of the company.</p>
</div>
<div>
<p>This insight provides some brief background on Chinese Estates, plus speculates on a fair price should a firm Offer unfold. </p>
</div>


Chinese Estates Holdings (127 HK),  a leading property developer in Hong Kong - and avid securities investor - is currently suspended pursuant to the Hong Kong Code on Takeovers and Mergers. There are, as yet, no further details, although shares did gain 33% before being halted at 11.10am today. 


Joseph Lau and his wife Chan Hoi Wan control 74.99% of the company.


This insight provides some brief background on Chinese Estates, plus speculates on a fair price should a firm Offer unfold. 


Chinese Estates (127 HK): Potential Privatisation?

Special Situations, Content Strategist, Smartkarma

Crispin Francis

Special Situations, Content Strategist

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

<p>The composite document has been despatched (<a href="http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0419/LTN20170419051.pdf" target="_blank">link</a>).  Below are some of the key highlights from the composite document. </p><ol>
<li>The IFA, Investec Capital Asia, has opined that the offer <strong>is fair and reasonable</strong> and has recommended the Independent Board Committee to advise the Qualifying Shareholders and the Option Holders <strong>to accept</strong> the Offers.</li>
<li>The RNAV is at HKD 7.00, slightly above our estimates of HKD 6.78.</li>
</ol><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/024/488/original/adjusted%20nav.png?1492561648" class="editor-image img-responsive" data-smartkarma-image-id="24488"></figure><div class="content-caption">Source: Composite Doc (56/223)</div><div class="content-highlight">
<p>The offer comes at a premium to RNAV.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/024/489/original/comparison.png?1492561799" class="editor-image img-responsive" data-smartkarma-image-id="24489"></figure><p>As seen in page 59/223 of the…</p>
</div>

The composite document has been despatched (link).  Below are some of the key highlights from the composite document. 
The IFA, Investec Capital Asia, has opined that the offer is fair and reasonable and has recommended the Independent Board Committee to advise the Qualifying Shareholders and the Option Holders to accept the Offers.
The RNAV is at HKD 7.00, slightly above our estimates of HKD 6.78.
Source: Composite Doc (56/223)
The offer comes at a premium to RNAV.
As seen in page 59/223 of the…


Goldin Properties - Composite Document Despatched; The Offer Is Above RNAV

<p>Chairman Pan Sutong has tabled a privatization offer at HKD 9.00 in cash. </p><p>The offer will be done via a voluntary conditional offer.</p><p>The offer is conditional on Chairman Pan receiving valid acceptances which would result in the <strong>Offeror holding at least 90%</strong> of the Offer Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested Shares.</p><p>Mr. Pan currently controls 64.4% of <a href="https://www.smartkarma.com/entities/6527" target="_blank" data-smartkarma-citation="entities:6527:1">Goldin Properties Holdings (283 HK)</a>.</p><p>Below the fold, we take a closer look at this offer.</p>

Chairman Pan Sutong has tabled a privatization offer at HKD 9.00 in cash. The offer will be done via a voluntary conditional offer.The offer is conditional on Chairman Pan receiving valid acceptances which would result in the Offeror holding at least 90% of the Offer Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested Shares.Mr. Pan currently controls 64.4% of Goldin Properties Holdings (283 HK).Below the fold, we take a closer look at this offer.

Goldin Properties - Privatization Offer from the Chairman at HKD 9.00

Hong Kong

Goldin Properties Holdings Limited, through its subsidiaries, provides property development and investment services.

Price Gauge
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Goldin Properties (283 HK)

China VAST’s Underwhelming Privatisation Bid from China Jinmao

The offer price is unattractive to historical multiples and precedent transactions. We would be buyers up to HK$2.26 per share (implies 75% deal...

Arun George

Chinese Estates (127 HK): Potential Privatisation?

To get this Offer the line, I reckon Lau would have to pay a significant premium to the undisturbed price. Potentially upwards of 75% or $3.82...

David Blennerhassett

Goldin Properties - Composite Document Despatched; The Offer Is Above RNAV

The composite document has been despatched (link). Below are some of the key highlights from the composite document. The IFA, Investec Capital...

Crispin Francis

Goldin Properties - Privatization Offer from the Chairman at HKD 9.00

Chairman Pan Sutong has tabled a privatization offer at HKD 9.00 in cash. The offer will be done via a voluntary conditional offer.The offer is...

Crispin Francis

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

China VAST’s Underwhelming Privatisation Bid from China Jinmao

The offer price is unattractive to historical multiples and precedent transactions. We would be buyers up to HK$2.26 per share (implies 75% deal...

Arun George

Chinese Estates (127 HK): $4.00/Share Offer

There may be some pushback on pricing, but factoring in the Evergrande loss (real & unrealised), the Offer Price appears fair.

David Blennerhassett

Chinese Estates (127 HK): Potential Privatisation?

To get this Offer the line, I reckon Lau would have to pay a significant premium to the undisturbed price. Potentially upwards of 75% or $3.82...

David Blennerhassett

Goldin Properties - Composite Document Despatched; The Offer Is Above RNAV

The composite document has been despatched (link). Below are some of the key highlights from the composite document. The IFA, Investec Capital...

Crispin Francis

Goldin Properties - Privatization Offer from the Chairman at HKD 9.00

Chairman Pan Sutong has tabled a privatization offer at HKD 9.00 in cash. The offer will be done via a voluntary conditional offer.The offer is...

Crispin Francis