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/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s Scheme was comfortably <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0426/2022042601954.pdf" target="_blank" rel="noopener">voted through</a> by shareholders.  </li>
<li>The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. </li>
<li>Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. </li>
</ul>



Razer Inc (1337 HK)'s Scheme was comfortably voted through by shareholders.  
The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. 
Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. 


<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s Scheme Document is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0329/2022032901804.pdf" target="_blank" rel="noopener">out</a>. The Court Meeting will be held on the 26 April. The IFA declares the Offer to be fair and reasonable. </li>
<li>More importantly, the Document flags the abolishment of the headcount test may become law ahead of the shareholder meeting. That is a game-changer.</li>
<li>Trading at a wide spread of 14.2%. This will narrow on this latest development.</li>
</ul>



Razer Inc (1337 HK)'s Scheme Document is now out. The Court Meeting will be held on the 26 April. The IFA declares the Offer to be fair and reasonable. 
More importantly, the Document flags the abolishment of the headcount test may become law ahead of the shareholder meeting. That is a game-changer.
Trading at a wide spread of 14.2%. This will narrow on this latest development.


Razer (1337 HK): Spread To Tighten On Potential Headcount Removal

<ul>
<li>The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.</li>
<li>Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.</li>
<li>This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.</li>
</ul>


The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.
Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.
This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.


Cayman Islands: Headcount To Be Decapitated On 31 August

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<ul>
<li>Beneunder Limited (BL) aims to raise around US$500m in its Hong Kong IPO.</li>
<li>According to CIC, it was the largest sunprotection apparel brand in China in terms of both total retail sales value and online retail sales value with 5.0% and 12.9% marketshare. </li>
<li>In this note, we will talk about the not-so-positive aspects of the deal.</li>
</ul>


Beneunder Limited (BL) aims to raise around US$500m in its Hong Kong IPO.
According to CIC, it was the largest sunprotection apparel brand in China in terms of both total retail sales value and online retail sales value with 5.0% and 12.9% marketshare. 
In this note, we will talk about the not-so-positive aspects of the deal.


Beneunder Pre-IPO - The Negatives - Doubts Remain, Including Related Party Dealings

Yashili International Holdings / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/yashili-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:3397:1" rel="noopener">Yashili International Holdings (1230 HK)</a> has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0506/2022050602098.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer, by way of a Scheme, from <a href="https://www.smartkarma.com/entities/china-mengniu-dairy-co" target="_blank" data-smartkarma-citation="entities:354:1" rel="noopener">China Mengniu Dairy Co (2319 HK)</a>.</li>
<li>The cancellation price of HK$1.20/share, a 31.9% premium to last close, and a 161% premium to the undisturbed price, is in line with the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0316/2022031601535.pdf" target="_blank" rel="noopener">16 March announcement</a>.</li>
<li>Conditions involve various business disposals and the exit of <a href="https://www.smartkarma.com/entities/danone-sa" target="_blank" data-smartkarma-citation="entities:21403:1" rel="noopener">Danone SA (BN FP)</a>'s stake in Yashili;  yet apart from timing, which is contingent on regulatory approvals, this looks done. </li>
</ul>



Yashili International Holdings (1230 HK) has announced a pre-conditional Offer, by way of a Scheme, from China Mengniu Dairy Co (2319 HK).
The cancellation price of HK$1.20/share, a 31.9% premium to last close, and a 161% premium to the undisturbed price, is in line with the 16 March announcement.
Conditions involve various business disposals and the exit of Danone SA (BN FP)'s stake in Yashili;  yet apart from timing, which is contingent on regulatory approvals, this looks done. 


Yashili (1230 HK)'s Pre-Conditional Offer From Mengniu

United States

Razer Inc. is a global lifestyle brand for gamers. The Company offers an integrated gamer-focused ecosystem of hardware, software and services. Razer's hardware ranges from gaming peripherals to gaming laptops and mobile devices. Razer's software platform includes Razer Synapse, Razer Chroma, and Razer Cortex. Razer also offers Razer Gold, a virtual credit services for gamers.

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Razer Inc (1337 HK)

Razer Inc (1337 HK): Storm In A Tea Cup

This will trade tight tomorrow, potentially even edging above terms, depending on short interest. Play the spread if you can get in a few percent...

David Blennerhassett

Razer (1337 HK): Spread To Tighten On Potential Headcount Removal

The possible removal of the headcount test should dramatically change the outcome of this transaction. I'd buy here, and buy up to ~$2.75/share or...

David Blennerhassett

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

Yashili (1230 HK)'s Pre-Conditional Offer From Mengniu

HK$1.20/share will get up. I'd be a buyer here. I'd probably bid up to ~HK$1.13/share or a gross/annualised spread of 6.2%/15%.

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Razer Inc (1337 HK): Storm In A Tea Cup

This will trade tight tomorrow, potentially even edging above terms, depending on short interest. Play the spread if you can get in a few percent...

David Blennerhassett

Razer (1337 HK): Spread To Tighten On Potential Headcount Removal

The possible removal of the headcount test should dramatically change the outcome of this transaction. I'd buy here, and buy up to ~$2.75/share or...

David Blennerhassett

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

Beneunder Pre-IPO - The Negatives - Doubts Remain, Including Related Party Dealings

Beneunder Limited (BL) aims to raise around US$500m in its Hong Kong IPO. In this note, we will talk about the not-so-positive aspects of the deal.

Sumeet Singh

Yashili (1230 HK)'s Pre-Conditional Offer From Mengniu

HK$1.20/share will get up. I'd be a buyer here. I'd probably bid up to ~HK$1.13/share or a gross/annualised spread of 6.2%/15%.

David Blennerhassett