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/bwp-trust" target="_blank" data-smartkarma-citation="entities:11056:1" rel="noopener">BWP Trust (BWP AU)</a>, the owner of  75 properties (mostly Bunnings Warehouses), will merge with smaller landlord <a href="https://www.smartkarma.com/entities/newmark-property-reit" target="_blank" data-smartkarma-citation="entities:40696:1" rel="noopener">Newmark Property REIT (NPR AU)</a>, whose tenants also include Bunnings.</li>
<li>Via an off-market transaction, BWP is offering NPR unitholders 0.4 new BWP units for every NPR unit held, for an implied Offer price of $1.36/unit, a 43.1% premium to undisturbed.</li>
<li>The key condition is a 50.1% tendering threshold. 18.3% of NPR have given an irrevocable. This looks done; although NPR was listed at A$1.89/unit a little over two years ago.</li>
</ul>



BWP Trust (BWP AU), the owner of  75 properties (mostly Bunnings Warehouses), will merge with smaller landlord Newmark Property REIT (NPR AU), whose tenants also include Bunnings.
Via an off-market transaction, BWP is offering NPR unitholders 0.4 new BWP units for every NPR unit held, for an implied Offer price of $1.36/unit, a 43.1% premium to undisturbed.
The key condition is a 50.1% tendering threshold. 18.3% of NPR have given an irrevocable. This looks done; although NPR was listed at A$1.89/unit a little over two years ago.


BWP Trust/Newmark Prop REIT: More Bunnings Under One Roof

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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/newmark-property-reit" target="_blank" data-smartkarma-citation="entities:40696:1" rel="noopener">Newmark Property REIT (NPR AU)</a> has disclosed an off-market takeover merger proposal from <a href="https://www.smartkarma.com/entities/bwp-trust" target="_blank" data-smartkarma-citation="entities:11056:1" rel="noopener">Bwp Trust (BWP AU)</a> of 0.40 BWP units per NPR unit, implying A$1.39 per NPR unit. </li>
<li>The proposal is conditional on a 50.1% minimum acceptance condition, which can be waived or lowered. Irrevocables represent 18.35% of NPR units.</li>
<li>The offer is attractive given the weak sector sentiment due to ongoing high-interest rates. At the last close, the gross spread was 2.6%.</li>
</ul>



Newmark Property REIT (NPR AU) has disclosed an off-market takeover merger proposal from Bwp Trust (BWP AU) of 0.40 BWP units per NPR unit, implying A$1.39 per NPR unit. 
The proposal is conditional on a 50.1% minimum acceptance condition, which can be waived or lowered. Irrevocables represent 18.35% of NPR units.
The offer is attractive given the weak sector sentiment due to ongoing high-interest rates. At the last close, the gross spread was 2.6%.


Newmark Property REIT (NPR AU): Merger with BWP Trust (BWP AU)

Hotel Property Investments / Event-Driven

<ul>
<li>Declaring its Offer unconditional was always a possibility as <a href="https://www.smartkarma.com/entities/hotel-property-investments" target="_blank" data-smartkarma-citation="entities:9850:1" rel="noopener">Hotel Property Investments (HPI AU)</a> board continues to reject terms. The alternative was a likely deal fail.</li>
<li>Charter Halls currently has 31.37%, including 6.66% via the acceptance facility.  That facility has now closed following this unconditional statement. </li>
<li>It will be challenging for Charter Hall to clear 50% without board support. But IF they get 50%+, expect the board to change their mind and recommend shareholders accept terms.</li>
</ul>


Declaring its Offer unconditional was always a possibility as Hotel Property Investments (HPI AU) board continues to reject terms. The alternative was a likely deal fail.
Charter Halls currently has 31.37%, including 6.66% via the acceptance facility.  That facility has now closed following this unconditional statement. 
It will be challenging for Charter Hall to clear 50% without board support. But IF they get 50%+, expect the board to change their mind and recommend shareholders accept terms.


Hotel Properties (HPI AU): Charter Hall Declares Offer Unconditional

<ul>
<li>Back on the 9th September, pub play <a href="https://www.smartkarma.com/entities/hotel-property-investments" target="_blank" data-smartkarma-citation="entities:9850:1" rel="noopener">Hotel Property Investments (HPI AU)</a> announced - and summarily <a href="https://announcements.asx.com.au/asxpdf/20240909/pdf/067ntttrhq85j9.pdf" target="_blank" rel="noopener">rejected</a> - a A$3.65/share cash Offer from <a href="https://www.smartkarma.com/entities/charter-hall-retail-reit" target="_blank" data-smartkarma-citation="entities:11375:1" rel="noopener">Charter Hall Retail Reit (CQR AU)</a>.</li>
<li>Charter Hall has now <a href="https://announcements.asx.com.au/asxpdf/20241018/pdf/0698jwgh9vfx9k.pdf" target="_blank" rel="noopener">increased terms to A$3.85/share</a> (best &amp; final), a 17.7% premium to undisturbed. The Offer remains conditional on an 50.1% minimum acceptance condition. Charter Hall holds 14.7%. </li>
<li>
HPI's <a href="https://www.sharecafe.com.au/2024/10/18/charter-hall-ups-the-ante-with-final-hpi-bid/" target="_blank" rel="noopener">reported</a> response? "While Charter Hall’s improved offer provides an attractive exit for shareholders, we remain committed to evaluating all options that deliver the best long-term value."</li>
</ul>


Back on the 9th September, pub play Hotel Property Investments (HPI AU) announced - and summarily rejected - a A$3.65/share cash Offer from Charter Hall Retail Reit (CQR AU).
Charter Hall has now increased terms to A$3.85/share (best &amp; final), a 17.7% premium to undisturbed. The Offer remains conditional on an 50.1% minimum acceptance condition. Charter Hall holds 14.7%. 

HPI's reported response? "While Charter Hall’s improved offer provides an attractive exit for shareholders, we remain committed to evaluating all options that deliver the best long-term value."


<ul>
<li>For the month of May 2024, 10 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6.6bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in May was ~60%. The average premium YTD is ~46%. Japan is well up yoy. Hong Kong is down.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of May 2024, 10 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6.6bn.
The average premium for the new transactions announced (or first discussed) in May was ~60%. The average premium YTD is ~46%. Japan is well up yoy. Hong Kong is down.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, May 2024: Malaysia Airports, Alps Logistics, Nihon Housing, Great Eastern

Australia

Newmark Property REIT operates as a real estate investment trust. The Company focuses on retail and commercial properties. Newmark Property serves customers in Australia.

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Newmark Property REIT (NPR AU)

BWP Trust/Newmark Prop REIT: More Bunnings Under One Roof

Currently trading tight at a gross spread of 2.0%, and perhaps 12% annualised spread assuming late March payment. IF you can take down borrow...

David Blennerhassett