Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/mphb-capital-bhd" target="_blank" data-smartkarma-citation="entities:8540:1" rel="noopener">MPHB Capital (MPHB MK)</a>'s delisting Offer via a selective capital reduction (SCR) from controlling shareholder and chairman Tan Sri Surin Upatkoon appears to be in the home straight.</li>
<li>The completion of the Offer has been delayed as ISM Sdn Bhd, MPHB's minority partner in six JVs, invokes various legal options in an ongoing dispute.</li>
<li>The High Court has now fixed 6 January 2025 as the hearing date for the SCR petition. Assuming that is granted, payment is likely mid-Feb.  </li>
</ul>



MPHB Capital (MPHB MK)'s delisting Offer via a selective capital reduction (SCR) from controlling shareholder and chairman Tan Sri Surin Upatkoon appears to be in the home straight.
The completion of the Offer has been delayed as ISM Sdn Bhd, MPHB's minority partner in six JVs, invokes various legal options in an ongoing dispute.
The High Court has now fixed 6 January 2025 as the hearing date for the SCR petition. Assuming that is granted, payment is likely mid-Feb.  


MPHB Capital (MPHB MK)'s Offer: Almost There As ISM Exhausts Options

<ul>
<li>On the 28 May, credit service provider <a href="https://www.smartkarma.com/entities/mphb-capital-bhd" target="_blank" data-smartkarma-citation="entities:8540:1" rel="noopener">MPHB Capital (MPHB MK)</a> announced that controlling shareholder and chairman Tan Sri Surin Upatkoon intended to delist the company via a selective capital reduction.</li>
<li>Shareholders approved the RM1.70/share (87.21% FOR, 8.34% AGAINST) terms. The Offer required the Court to sign off on the SCR, and that's when matters unravelled. </li>
<li>ISM Sdn Bhd, MPHB's minority partner in six JVs, filed an intervening application on the grounds that sanctioning the SCR may affect its rights in an ongoing legal dispute. </li>
</ul>


On the 28 May, credit service provider MPHB Capital (MPHB MK) announced that controlling shareholder and chairman Tan Sri Surin Upatkoon intended to delist the company via a selective capital reduction.
Shareholders approved the RM1.70/share (87.21% FOR, 8.34% AGAINST) terms. The Offer required the Court to sign off on the SCR, and that's when matters unravelled. 
ISM Sdn Bhd, MPHB's minority partner in six JVs, filed an intervening application on the grounds that sanctioning the SCR may affect its rights in an ongoing legal dispute. 


MPHB Capital (MPHB MK)'s Offer Stalls At the Finish Line

<ul>
<li>Cuscaden Peak, the sponsor of <a href="https://www.smartkarma.com/entities/paragon-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">Paragon REIT (PGNREIT SP)</a> and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.</li>
<li>The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.</li>
<li>Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.</li>
</ul>


Cuscaden Peak, the sponsor of Paragon REIT (PGNREIT SP) and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.
The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.
Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.


Paragon REIT (PGNREIT SP)'s Privatisation Offer

<ul>
<li>
HK$1.38/Share. That's the takeaway as <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a> enters an SPA to offload its 78.7% stake in <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art (6808 HK)</a> at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0101/2025010100067.pdf" target="_blank" rel="noopener">HK$1.38/share</a>, a 44.4% discount to last close.</li>
<li>The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.</li>
<li>Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?</li>
</ul>



HK$1.38/Share. That's the takeaway as Alibaba Group (9988 HK) enters an SPA to offload its 78.7% stake in Sun Art (6808 HK) at HK$1.38/share, a 44.4% discount to last close.
The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.
Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?


Sun Art Retail (6808 HK): BABA Takes Massive Hit After Inking SPA @ HK$1.38

China National Building Material / Event-Driven

<ul>
<li>On the 6th December 2024, <a href="https://www.smartkarma.com/entities/china-national-building-ma-h" target="_blank" data-smartkarma-citation="entities:184:1" rel="noopener">China National Building Material (3323 HK)</a> (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.</li>
<li>This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  </li>
<li>Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.</li>
</ul>


On the 6th December 2024, China National Building Material (3323 HK) (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  
Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.


CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

Malaysia

MPHB Capital Berhad is predominantly involved in the business of underwriting all classes of general insurance. The Company also has a credit business and investment in properities in Malaysia.

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Mphb Capital (MPHB MK)