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.

Equity Capital Markets

Cainiao Smart Logistics Network / Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/cainiao-smart-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:36859:1" rel="noopener">Cainiao Smart Logistics (1437124D HK)</a>, a global leader in e-commerce logistics, has filed for a HKEx IPO to raise at least US$1 billion at a US$15-20 billion valuation. </li>
<li>According to CIC, Cainiao is the world’s leading cross-border e-commerce logistics company regarding parcel volume in 2022, with one of the world’s largest logistics networks in terms of geographic reach.</li>
<li>The bull case rests on market share gains in China, improving performance of the largest business (international logistics), and rising gross and operating margins. </li>
</ul>



Cainiao Smart Logistics (1437124D HK), a global leader in e-commerce logistics, has filed for a HKEx IPO to raise at least US$1 billion at a US$15-20 billion valuation. 
According to CIC, Cainiao is the world’s leading cross-border e-commerce logistics company regarding parcel volume in 2022, with one of the world’s largest logistics networks in terms of geographic reach.
The bull case rests on market share gains in China, improving performance of the largest business (international logistics), and rising gross and operating margins. 


Cainiao Smart Logistics IPO: The Bull Case

J&T Global Express  / Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/j-t-global-express-co-ltd" target="_blank" data-smartkarma-citation="entities:36819:1" rel="noopener">J&amp;T Global Express (1519 HK)</a>, a leading express delivery business in Southeast Asia and China, has launched a HKEx IPO to raise US$500 million at a fixed price of HK$12.00.</li>
<li>We previously discussed the IPO in <em><strong><a href="https://www.smartkarma.com/insights/j-t-global-express-ipo-the-bull-case" target="_blank" data-smartkarma-citation="insights:104964" rel="noopener">J&amp;T Global Express IPO: The Bull Case</a>, <a href="https://www.smartkarma.com/insights/j-t-global-express-ipo-the-bear-case" target="_blank" data-smartkarma-citation="insights:105041" rel="noopener">J&amp;T Global Express IPO: The Bear Case</a></strong></em> and <strong><em><a href="https://www.smartkarma.com/insights/j-t-global-express-ipo-updates-tilts-the-balance-positively" target="_blank" data-smartkarma-citation="insights:114387" rel="noopener">J&amp;T Global Express IPO: Updates Tilts the Balance Positively</a>. </em></strong>
</li>
<li>The IPO price range is unattractive, with our SoTP valuation of HK$10.75 per share, 10% below the IPO price. Therefore, we would pass on the IPO.</li>
</ul>



J&amp;T Global Express (1519 HK), a leading express delivery business in Southeast Asia and China, has launched a HKEx IPO to raise US$500 million at a fixed price of HK$12.00.
We previously discussed the IPO in J&amp;T Global Express IPO: The Bull Case, J&amp;T Global Express IPO: The Bear Case and J&amp;T Global Express IPO: Updates Tilts the Balance Positively. 

The IPO price range is unattractive, with our SoTP valuation of HK$10.75 per share, 10% below the IPO price. Therefore, we would pass on the IPO.


J&T Global Express IPO: Valuation Insights

<ul>
<li>
<a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a>, the largest Asian integrated logistics service provider, has filed for an H Share listing to raise US$2-3 billion, according to press reports.   </li>
<li>SF is the largest integrated logistics service player in China and Asia, and the fourth largest player globally, in terms of revenue in 2022, according to Frost &amp; Sullivan.</li>
<li>The key elements of the investment case rest on the primary business’ improving fundamentals, margin trajectory, cash generation, modest leverage and undemanding PEG multiples.</li>
</ul>



S.F. Holding (002352 CH), the largest Asian integrated logistics service provider, has filed for an H Share listing to raise US$2-3 billion, according to press reports.   
SF is the largest integrated logistics service player in China and Asia, and the fourth largest player globally, in terms of revenue in 2022, according to Frost &amp; Sullivan.
The key elements of the investment case rest on the primary business’ improving fundamentals, margin trajectory, cash generation, modest leverage and undemanding PEG multiples.


S.F. Holding H Share Listing: The Investment Case

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Nippon Express is turning itself into a holding company at the beginning of 2022.</li>
<li>This basically means nothing to most people. The ticker will change from 9062 JP to 9147 JP and Nippon Express will become Nippon Express Holdings. </li>
<li>But the Nikkei Index team, harkening back to the way Japanese indices treated such holdco formations in the early noughties, has seen fit to kick it out for a day.</li>
</ul>


Nippon Express is turning itself into a holding company at the beginning of 2022.
This basically means nothing to most people. The ticker will change from 9062 JP to 9147 JP and Nippon Express will become Nippon Express Holdings. 
But the Nikkei Index team, harkening back to the way Japanese indices treated such holdco formations in the early noughties, has seen fit to kick it out for a day.


The "One-Day" Nikkei 225 Deletion of Nippon Express (9062 JP)

<div>
<p><em>This insight covers a bit of history, a bit of teaching about how TOPIX works, a bit about the foreseeable events, and a bit of the fundamentals of the company. If you think you know all that, please don't hesitate to jump immediately to the bottom section where there is a Thin Red Line across the screen and a section titled Short &amp; Sweet Version. That is also the conclusions. </em></p>
<hr>
<h3>The Background</h3>
<p>At the end of March 2016, <a href="https://www.smartkarma.com/entities/hitachi-ltd" target="_blank" data-smartkarma-citation="entities:7797:1" rel="noopener">Hitachi Ltd (6501 JP)</a>,  <a href="https://www.smartkarma.com/entities/hitachi-transport-system-ltd" target="_blank" data-smartkarma-citation="entities:2395:1" rel="noopener">Hitachi Transport System (9086 JP)</a>, and as-yet unlisted <a href="https://www.smartkarma.com/entities/sg-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:26070:1" rel="noopener">SG Holdings (9143 JP)</a>  <a href="https://www.hitachi.com/New/cnews/month/2016/03/f_160330a.pdf" target="_blank" rel="noopener">announced</a> Hitachi Transport was going to spend ¥66.3bn to buy a 20% stake in the unlisted delivery subsidiary (Sagawa Express) of then still-unlisted <a href="https://www.smartkarma.com/entities/sg-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:26070:1" rel="noopener">SG Holdings (9143 JP)</a>, forming a capital and business tie-up looking to merge "within three years" (i.e. merger by 1 April 2019). <a href="https://www.smartkarma.com/entities/hitachi-ltd" target="_blank" data-smartkarma-citation="entities:7797:1" rel="noopener">Hitachi Ltd (6501 JP)</a> was going to sell a 29% stake (out of the 59% they owned) in Hitachi Transport for ¥87.5 billion to SG. They were both going to expand strongly outside of Asia.  HTS was known at the time for its 3PL and "Smart Logistics" capabilities to make customer supply chains more efficient, etc, whereas Sagawa was known as a top last-mile delivery business. The combined entity was set to overtake <a href="https://www.smartkarma.com/entities/yamato-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:2:1" rel="noopener">Yamato Holdings (9064 JP)</a> in terms of revenue and get closer to industry top dog <a href="https://www.smartkarma.com/entities/nippon-express-co-ltd" target="_blank" data-smartkarma-citation="entities:18582:1" rel="noopener">Nippon Express (9062 JP)</a>. It was supposed to help SG improve margins by doing more in B2B. </p>
</div><div>
<p>SG IPOed in late 2017. Three years came and went. Nothing happened. There were a few collaborative projects but it was slow-going, and there were signs of friction. In May 2019 a Medium Term Management Plan (with no mention of SG or Sagawa) was announced, and the Nikkei carried an interview with HTS President Nakatani who said, when asked about the integration..</p>
<blockquote><p>"I am aware that we are moving toward integration. I would like to harmonize future directions." [Nikkei: He showed a positive attitude...] "We have decided to discuss and consider the possibility of business integration, but we have not made any decisions, including any start to discussions."</p></blockquote>
<p>On September 25 last year, the Diamond Online let fly a scoop saying the capital and business tie-up between the two was going to be scrapped. HTS shares fell 10+%. </p>
<div>
<p>Hitachi Transport's first release to the exchange said the article wasn't based on information they announced and that it was not going to be a dissolution of the capital tie-up, just a re-arranging of the deckchairs and a board meeting was going on and there would be an announcement within the day. HTS shares - at that point down 7% on the day - bounced sharply (they closed down 4%).</p>
<p>The announcement after the close talked about a "partial modification" of the business and capital tie-up, but it involved HTS selling its 20% stake in Sagawa Express, and buying back 27.675mm of the 32.35mm shares of HTS SG held. It was almost a full unwind. SG managed to sell fewer than 27.675mm shares in the ToSTNeT-3 transaction as others also jumped in to sell. </p>
<p>My conclusion was to NOT sell that despite the opportunity to be able to do so in size. My conclusion was bullish HTS and basically bearish SG. </p>
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/591/original/Screenshot+2021-08-28+at+4.14.40+PM.png?1630138493" class="editor-image img-responsive" data-smartkarma-image-id="226591"></figure></section><p>That didn't work so well in the first ten weeks, with the share price ratio falling 20% from 1.252 to 1.00 by 1 December 2020. </p>
<p>When the TSE announced its new listing criteria for TSE Prime, there was going to be trouble. There had to be 35% of shares "tradable" and by that time, the register looked as follows:</p>
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/604/original/Screenshot+2021-08-28+at+5.41.44+PM.png?1630143753" class="editor-image img-responsive" data-smartkarma-image-id="226604"></figure><p></p></section><p>It did not clear the 35%v threshold (it would have been fine but for the large number of public sellers in the 28 September ToSTNeT-3 transaction.) </p>
<p>By early February 2020, the HTS/SG ratio had reached the ratio of that fateful day announcing the split and by mid-June, the ratio was 26% higher in 9 months. So I am now happier with that call from the past.</p>
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/603/original/Screenshot+2021-08-28+at+5.35.44+PM.png?1630143372" class="editor-image img-responsive" data-smartkarma-image-id="226603"></figure><p></p></section><p>On 20 April 2021, SG Holdings announced they had sold 4.6mm shares (at JPY 3,119.5). And on 20 May (the yellow dot on the blue line in the chart above), HTS <a href="https://www.hitachi-transportsystem.com/en/news/pdf/20210520_Cancellation%20of%20Treasury%20Shares.pdf" target="_blank" rel="noopener">announced</a> it would cancel 6,975,786 shares (6.2% of shs out) in order to put tradable shares back above 35%. In fact, the sale by SG had done that, and the market did not react. But it was a start, and it kept Hitachi Transport in the TSE Prime section and therefore the TOPIX Index when it launches in April 2022 because tradable shares were back above 35%. </p>
<section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/605/original/Screenshot+2021-08-28+at+5.42.00+PM.png?1630143772" class="editor-image img-responsive" data-smartkarma-image-id="226605"></figure><p></p></section></section><p>But there were still a lot of Treasury Shares, which as per the 6 May <a href="https://www.hitachi-transportsystem.com/en/ir/library/presentations/pdf/Presentation%20Material%20of%20financial%20results%20for%20FY2020.pdf" target="_blank" rel="noopener">Results Presentation</a>, included the use of stock (and cash) for alliance and M&amp;A. </p>
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/594/original/Screenshot+2021-08-28+at+4.29.03+PM.png?1630139904" class="editor-image img-responsive" data-smartkarma-image-id="226594"></figure></section><p>With the shares rallying, on 19 August, the company <a href="https://www.hitachi-transportsystem.com/en/news/pdf/20210819_Cancellation%20of%20Treasury%20Shares.pdf" target="_blank" rel="noopener">announced</a> that on 3 September, they would cancel 20,699,214 shares out (19.8% of total shares out), leaving treasury shares of 228,308. That would put Hitachi to just under 40% (where there is no question of consolidation if Hitachi Transport doesn't want), it puts SG Holdings to 9.8% (i.e. still below 10%), and puts the public at greater than 50%. </p>
<section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/226/606/original/Screenshot+2021-08-28+at+5.42.15+PM.png?1630143788" class="editor-image img-responsive" data-smartkarma-image-id="226606"></figure><p></p></section><p>The shares reacted well to that too. </p></section><div class="content-highlight">
<p><strong>But all this creates a curious problem. </strong></p>
<p>The float is now 50%, vs 41% pre-selldown, and 33.6% post-dealbreak, and the stock will stay in Prime.</p>
<p>But there is selling to come. </p>
</div>
<p>More below the fold. </p>
<p></p>
</div>
</div>


This insight covers a bit of history, a bit of teaching about how TOPIX works, a bit about the foreseeable events, and a bit of the fundamentals of the company. If you think you know all that, please don't hesitate to jump immediately to the bottom section where there is a Thin Red Line across the screen and a section titled Short &amp; Sweet Version. That is also the conclusions. 

The Background
At the end of March 2016, Hitachi Ltd (6501 JP),  Hitachi Transport System (9086 JP), and as-yet unlisted SG Holdings (9143 JP)  announced Hitachi Transport was going to spend ¥66.3bn to buy a 20% stake in the unlisted delivery subsidiary (Sagawa Express) of then still-unlisted SG Holdings (9143 JP), forming a capital and business tie-up looking to merge "within three years" (i.e. merger by 1 April 2019). Hitachi Ltd (6501 JP) was going to sell a 29% stake (out of the 59% they owned) in Hitachi Transport for ¥87.5 billion to SG. They were both going to expand strongly outside of Asia.  HTS was known at the time for its 3PL and "Smart Logistics" capabilities to make customer supply chains more efficient, etc, whereas Sagawa was known as a top last-mile delivery business. The combined entity was set to overtake Yamato Holdings (9064 JP) in terms of revenue and get closer to industry top dog Nippon Express (9062 JP). It was supposed to help SG improve margins by doing more in B2B. 

SG IPOed in late 2017. Three years came and went. Nothing happened. There were a few collaborative projects but it was slow-going, and there were signs of friction. In May 2019 a Medium Term Management Plan (with no mention of SG or Sagawa) was announced, and the Nikkei carried an interview with HTS President Nakatani who said, when asked about the integration..
"I am aware that we are moving toward integration. I would like to harmonize future directions." [Nikkei: He showed a positive attitude...] "We have decided to discuss and consider the possibility of business integration, but we have not made any decisions, including any start to discussions."
On September 25 last year, the Diamond Online let fly a scoop saying the capital and business tie-up between the two was going to be scrapped. HTS shares fell 10+%. 

Hitachi Transport's first release to the exchange said the article wasn't based on information they announced and that it was not going to be a dissolution of the capital tie-up, just a re-arranging of the deckchairs and a board meeting was going on and there would be an announcement within the day. HTS shares - at that point down 7% on the day - bounced sharply (they closed down 4%).
The announcement after the close talked about a "partial modification" of the business and capital tie-up, but it involved HTS selling its 20% stake in Sagawa Express, and buying back 27.675mm of the 32.35mm shares of HTS SG held. It was almost a full unwind. SG managed to sell fewer than 27.675mm shares in the ToSTNeT-3 transaction as others also jumped in to sell. 
My conclusion was to NOT sell that despite the opportunity to be able to do so in size. My conclusion was bullish HTS and basically bearish SG. 
That didn't work so well in the first ten weeks, with the share price ratio falling 20% from 1.252 to 1.00 by 1 December 2020. 
When the TSE announced its new listing criteria for TSE Prime, there was going to be trouble. There had to be 35% of shares "tradable" and by that time, the register looked as follows:
It did not clear the 35%v threshold (it would have been fine but for the large number of public sellers in the 28 September ToSTNeT-3 transaction.) 
By early February 2020, the HTS/SG ratio had reached the ratio of that fateful day announcing the split and by mid-June, the ratio was 26% higher in 9 months. So I am now happier with that call from the past.
On 20 April 2021, SG Holdings announced they had sold 4.6mm shares (at JPY 3,119.5). And on 20 May (the yellow dot on the blue line in the chart above), HTS announced it would cancel 6,975,786 shares (6.2% of shs out) in order to put tradable shares back above 35%. In fact, the sale by SG had done that, and the market did not react. But it was a start, and it kept Hitachi Transport in the TSE Prime section and therefore the TOPIX Index when it launches in April 2022 because tradable shares were back above 35%. 
But there were still a lot of Treasury Shares, which as per the 6 May Results Presentation, included the use of stock (and cash) for alliance and M&amp;A. 
With the shares rallying, on 19 August, the company announced that on 3 September, they would cancel 20,699,214 shares out (19.8% of total shares out), leaving treasury shares of 228,308. That would put Hitachi to just under 40% (where there is no question of consolidation if Hitachi Transport doesn't want), it puts SG Holdings to 9.8% (i.e. still below 10%), and puts the public at greater than 50%. 
The shares reacted well to that too. 
But all this creates a curious problem. 
The float is now 50%, vs 41% pre-selldown, and 33.6% post-dealbreak, and the stock will stay in Prime.
But there is selling to come. 

More below the fold. 




Hitachi Transport Uncoupled - TSE Prime, Price Popping, And Supply To Come

Japan

Nippon Express Holdings, Inc. offers logistics services. The Company provides freight vehicle transportation, railway transportation, air transportation, sea transportation, port transportation, warehousing, and other services. Nippon Express Holdings provides its services throughout Japan.

Price Gauge
52-week Range	0.00 - 0.00
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Nippon Express Holdings (9147 JP)

Cainiao Smart Logistics IPO: The Bull Case

The bull case rests on market share gains in China, improving performance of the largest business (international logistics), and rising gross and...

Arun George

J&T Global Express IPO: Valuation Insights

The IPO price range is unattractive, with our SoTP valuation of HK$10.75 per share, 10% below the IPO price. Therefore, we would pass on the IPO.

Arun George

The "One-Day" Nikkei 225 Deletion of Nippon Express (9062 JP)

Nippon Express is merging itself into a new Holdco. It is just a name and ticker change to suit its new legal structure, but it also means a Nikkei...

Travis Lundy

Hitachi Transport Uncoupled - TSE Prime, Price Popping, And Supply To Come

Not quite a year ago, Hitachi Transport consciously uncoupled from SG. A buyback, selldown, squeeze has left HTS with lower float and higher price....

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Cainiao Smart Logistics IPO: The Bull Case

The bull case rests on market share gains in China, improving performance of the largest business (international logistics), and rising gross and...

Arun George

J&T Global Express IPO: Valuation Insights

The IPO price range is unattractive, with our SoTP valuation of HK$10.75 per share, 10% below the IPO price. Therefore, we would pass on the IPO.

Arun George

S.F. Holding H Share Listing: The Investment Case

The key elements of the investment case rest on the primary business’ improving fundamentals, margin trajectory, cash generation, modest leverage...

Arun George

The "One-Day" Nikkei 225 Deletion of Nippon Express (9062 JP)

Nippon Express is merging itself into a new Holdco. It is just a name and ticker change to suit its new legal structure, but it also means a Nikkei...

Travis Lundy

Hitachi Transport Uncoupled - TSE Prime, Price Popping, And Supply To Come

Not quite a year ago, Hitachi Transport consciously uncoupled from SG. A buyback, selldown, squeeze has left HTS with lower float and higher price....

Travis Lundy