Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Fubon Financial Holding Co / Event-Driven

<a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> announced many months ago when it took over <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> that it would do an equity raise to do so. In Taiwan, doing an equity raise via rights issue is a relatively common event. The company applied to do so, got permission in early August, then announced in late August a timeline and key details as it announced its H1 results. <a href="https://www.smartkarma.com/profiles/janaghan-jeyakumar-cfa" target="_blank" data-smartkarma-citation="accounts:3173" rel="noopener">Janaghan Jeyakumar, CFA</a> discussed this rights issue in <a href="https://www.smartkarma.com/insights/fubon-financial-holding-co-2881-tt-rights-issue" target="_blank" data-smartkarma-citation="insights:56572" rel="noopener">Fubon Financial Holding Co (2881 TT): Rights Issue</a> a week ago. Pricing was expected to be confirmed in the days ahead, and it has been confirmed. The 548,000,000 common shares will be issued at NT$58.9/share each. The 333,330,000 C Class Preferred Shares (non-cumulative dividend) will be issued at NT$60/share each. The dividend rate was set at 3.0% (7yr IRS + a fixed spread (7yr IRS 0.6538% + 2.3462% spread)). I called the company to chat and had some questions. They got back to me today.

Fubon Financial Holding Co (2881 TT) announced many months ago when it took over Jih Sun Financial (5820 TT) that it would do an equity raise to do so. In Taiwan, doing an equity raise via rights issue is a relatively common event. The company applied to do so, got permission in early August, then announced in late August a timeline and key details as it announced its H1 results. Janaghan Jeyakumar, CFA discussed this rights issue in Fubon Financial Holding Co (2881 TT): Rights Issue a week ago. Pricing was expected to be confirmed in the days ahead, and it has been confirmed. The 548,000,000 common shares will be issued at NT$58.9/share each. The 333,330,000 C Class Preferred Shares (non-cumulative dividend) will be issued at NT$60/share each. The dividend rate was set at 3.0% (7yr IRS + a fixed spread (7yr IRS 0.6538% + 2.3462% spread)). I called the company to chat and had some questions. They got back to me today. 

Fubon Financial Rights - Common Share Rights Should Be Exercised, Pref Rights Are Worth Near Zero

Pan-Asia Index Flows & Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Pan-Asia Index Flows & Special Situations

In April 2021, <a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> announced a rights issue to raise NT$50bn (~US$1.8bn) to fund their acquisition of <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a>. A few weeks ago, on 2nd August 2021, the FSC approved this capital-raising effort and the company released an exchange announcement on 20th August 2021 with the expected timeline and other key details regarding this rights issue. The company will issue 548,000,000 common shares and 333,330,000 Class C Pref Shares in these offerings. The pricing ranges for the common shares and the Class C Pref Shares are tentatively set to be NT$40-60 and NT$50-70 respectively (with NT$60 indicated). The final pricing is expected to be confirmed in the next few days. Below is a look at the key details of this rights issue and the potential for arbitrage opportunities.

In April 2021, Fubon Financial Holding Co (2881 TT) announced a rights issue to raise NT$50bn (~US$1.8bn) to fund their acquisition of Jih Sun Financial (5820 TT). A few weeks ago, on 2nd August 2021, the FSC approved this capital-raising effort and the company released an exchange announcement on 20th August 2021 with the expected timeline and other key details regarding this rights issue. The company will issue 548,000,000 common shares and 333,330,000 Class C Pref Shares in these offerings. The pricing ranges for the common shares and the Class C Pref Shares are tentatively set to be NT$40-60 and NT$50-70 respectively (with NT$60 indicated). The final pricing is expected to be confirmed in the next few days. Below is a look at the key details of this rights issue and the potential for arbitrage opportunities. 

Fubon Financial Holding Co (2881 TT): Rights Issue

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> was my "High Conviction" idea for 2021 as presented 22 December 2020 in <a href="https://www.smartkarma.com/insights/2021-high-conviction-shinsei-bank" target="_blank" data-smartkarma-citation="insights:46544" rel="noopener">2021 High Conviction - Shinsei Bank</a> (the first green dot in the chart below).The stock rose ~50% in just under 3 months, outperforming other banks by 20+%. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/202/636/original/Screenshot+2021-04-26+at+10.41.25+AM.png?1619404897" class="editor-image img-responsive" data-smartkarma-image-id="202636"></figure>I warned of a pause on the squeeze in March in <a href="https://www.smartkarma.com/insights/2021-high-conviction-update-shinsei-bank-float-squeeze-to-mitigate-near-term" target="_blank" data-smartkarma-citation="insights:48989" rel="noopener">2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term</a>, and since then the shares are down more than 13% (and ~20% from intraday highs in March) as huge buying flow from the buyback programme ended and SBI appears to have bought what they wanted to buy before end-March. The stock has underperformed a basket of 9 bank peers by 13% from the top and about 10% since I wrote (the second green dot below).
That pause refreshed. Event catalysts may come in May. </section>

Shinsei Bank (8303 JP) was my "High Conviction" idea for 2021 as presented 22 December 2020 in 2021 High Conviction - Shinsei Bank (the first green dot in the chart below).The stock rose ~50% in just under 3 months, outperforming other banks by 20+%. I warned of a pause on the squeeze in March in 2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term, and since then the shares are down more than 13% (and ~20% from intraday highs in March) as huge buying flow from the buyback programme ended and SBI appears to have bought what they wanted to buy before end-March. The stock has underperformed a basket of 9 bank peers by 13% from the top and about 10% since I wrote (the second green dot below).
That pause refreshed. Event catalysts may come in May. 

Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon

On 23 March, <a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> reported that its Tender Offer for control of <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> was successful. 
This was, apparently, possibly a surprise, as local media suggested last week that <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> had received an approach to buy their stake in <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> for NT$15/share - well above the NT$13/share that Fubon had bid.  A day before the close of the Tender Offer, internal directors at Jih Sun were apparently of the opinion Shinsei would not tender, however it appears the NT$13/share in hand was better than the $15/share which was still only indicative, so they sold. 
That leaves the squeezeout. 
As always, DETAILS MATTER.
If you intend to play the risk arb on the squeezeout of Jih Sun, beware the modalities and the timing.

On 23 March, Fubon Financial Holding Co (2881 TT) reported that its Tender Offer for control of Jih Sun Financial (5820 TT) was successful. 
This was, apparently, possibly a surprise, as local media suggested last week that Shinsei Bank (8303 JP) had received an approach to buy their stake in Jih Sun Financial (5820 TT) for NT$15/share - well above the NT$13/share that Fubon had bid.   A day before the close of the Tender Offer, internal directors at Jih Sun were apparently of the opinion Shinsei would not tender, however it appears the NT$13/share in hand was better than the $15/share which was still only indicative, so they sold. 
That leaves the squeezeout. 
As always, DETAILS MATTER.
If you intend to play the risk arb on the squeezeout of Jih Sun, beware the modalities and the timing.

The Squeezeout of the Remaining 46% of Jih Sun Financial

Late on 23 March 2021, <a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> announced that it had purchased 2,030,999,369 shares of <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> in the Tender Offer, exceeding the minimum purchase amount of 1,886,603,386 shares. 
It's done. Payment should be made within five business days (i.e. by March 30 2021).
It also means that one of the two large shareholders did not tender. 
And that starts a process.
We will find out between 24 March and 7 April who the large seller was. I expect we find out tomorrow through TDNet. Watch for a possible revision to annual forecast from <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a>. 
As a reminder of the associated origin story, I recommend reading <a href="https://www.smartkarma.com/insights/2021-high-conviction-shinsei-bank" target="_blank" data-smartkarma-citation="insights:46544" rel="noopener">2021 High Conviction - Shinsei Bank</a> followed by <a href="https://www.smartkarma.com/insights/2021-high-conviction-update-shinsei-bank-float-squeeze-to-mitigate-near-term" target="_blank" data-smartkarma-citation="insights:48989" rel="noopener">2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term</a> though at this point (the stock is up 50% since I wrote in late December) one can wait for confirmation of the tender sale.

Late on 23 March 2021, Fubon Financial Holding Co (2881 TT) announced that it had purchased 2,030,999,369 shares of Jih Sun Financial (5820 TT) in the Tender Offer, exceeding the minimum purchase amount of 1,886,603,386 shares. 
It's done. Payment should be made within five business days (i.e. by March 30 2021).
It also means that one of the two large shareholders did not tender. 
And that starts a process.
We will find out between 24 March and 7 April who the large seller was. I expect we find out tomorrow through TDNet. Watch for a possible revision to annual forecast from Shinsei Bank (8303 JP). 
As a reminder of the associated origin story, I recommend reading 2021 High Conviction - Shinsei Bank followed by 2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term though at this point (the stock is up 50% since I wrote in late December) one can wait for confirmation of the tender sale. 

Jih Sun Tender Offer Successful - Now the Squeezeout

Taiwan

Jih Sun Financial Holdings Co., Ltd. is a holding company.  Through its subsidiaries, the Company provides financial security brokerage, dealing, and underwriting services, accepts deposits, as well as provides loan services.

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Jih Sun Financial (5820 TT)

Fubon Financial Holding Co (2881 TT): Rights Issue

Fubon Financial announced a rights issue to raise NT$50bn (~US$1.8bn) to fund their acquisition of JihSun Financial. The final pricing will be...

Janaghan Jeyakumar, CFA

Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon

Shinsei Bank is a high conviction long.Cheap on a PBR and PER basis (may be <6x TTM in Mar21 on the XO gain, maybe 7.3x for Mar22. I expect another...

Travis Lundy

The Squeezeout of the Remaining 46% of Jih Sun Financial

Fubon Financial won the deal on a last minute tender by Shinsei. Now it is procedure requiring shareholder votes which are a done deal and FSC...

Travis Lundy

Jih Sun Tender Offer Successful - Now the Squeezeout

Fubon deal for Jih Sun (5820) successful. It looks like Shinsei sold. Confirmation should come at earliest on 24 March, at latest about 10bd from...

Travis Lundy

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Fubon Financial Rights - Common Share Rights Should Be Exercised, Pref Rights Are Worth Near Zero

Fubon Financial will issue Rights. Rights go ex- on 6 Sep. The Common Share Rights are worth exercising unless the stock plummets. The Pref Rights...

Travis Lundy

Fubon Financial Holding Co (2881 TT): Rights Issue

Fubon Financial announced a rights issue to raise NT$50bn (~US$1.8bn) to fund their acquisition of JihSun Financial. The final pricing will be...

Janaghan Jeyakumar, CFA

Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon

Shinsei Bank is a high conviction long.Cheap on a PBR and PER basis (may be <6x TTM in Mar21 on the XO gain, maybe 7.3x for Mar22. I expect another...

Travis Lundy

The Squeezeout of the Remaining 46% of Jih Sun Financial

Fubon Financial won the deal on a last minute tender by Shinsei. Now it is procedure requiring shareholder votes which are a done deal and FSC...

Travis Lundy

Jih Sun Tender Offer Successful - Now the Squeezeout

Fubon deal for Jih Sun (5820) successful. It looks like Shinsei sold. Confirmation should come at earliest on 24 March, at latest about 10bd from...

Travis Lundy