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 Cayman Islands is seeking to eliminate the "headcount test" for Schemes of Arrangement.</li>
<li>Such an amendment will provide greater certainty for Hong Kong Schemes, wherein 59% of all listed companies are Cayman Islands incorporated. </li>
<li>This development arrives a tad late for <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>, which is trading wide to terms, exactly on account of the fact it could potentially fail the headcount test. </li>
</ul>


The Cayman Islands is seeking to eliminate the "headcount test" for Schemes of Arrangement.
Such an amendment will provide greater certainty for Hong Kong Schemes, wherein 59% of all listed companies are Cayman Islands incorporated. 
This development arrives a tad late for Razer Inc (1337 HK), which is trading wide to terms, exactly on account of the fact it could potentially fail the headcount test. 


<ul>
<li>The pre-conditional Scheme from its founders and CVC for <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer (1337 HK)</a> at $2.82/share, is a 55.8% premium to the undisturbed price, but below the 2017 IPO price of $3.88.</li>
<li>
<a href="https://www.smartkarma.com/entities/ck-hutchison-holdings-ltd" target="_blank" data-smartkarma-citation="entities:132:1" rel="noopener">CK Hutchison Holdings (1 HK)</a>'s implied stub and the simple ratio (CKH/ <a href="https://www.smartkarma.com/entities/ck-infrastructure-holdings-l" target="_blank" data-smartkarma-citation="entities:163:1" rel="noopener">CK Infrastructure Holdings (1038 HK)</a>) are currently at an all-time low.</li>
<li>The local government is now getting practically involved in the resolution of the financial problems of <a href="https://www.smartkarma.com/entities/china-evergrande-group" target="_blank" data-smartkarma-citation="entities:479:1" rel="noopener">Evergrande (3333 HK)</a>and <a href="https://www.smartkarma.com/entities/china-evergrande-new-energy-vehicle-group-ltd" target="_blank" data-smartkarma-citation="entities:713:1" rel="noopener">Evergrande Auto (708 HK)</a>. </li>
</ul>


The pre-conditional Scheme from its founders and CVC for Razer (1337 HK) at $2.82/share, is a 55.8% premium to the undisturbed price, but below the 2017 IPO price of $3.88.

CK Hutchison Holdings (1 HK)'s implied stub and the simple ratio (CKH/ CK Infrastructure Holdings (1038 HK)) are currently at an all-time low.
The local government is now getting practically involved in the resolution of the financial problems of Evergrande (3333 HK)and Evergrande Auto (708 HK). 


Last Week in Event SPACE: Razer Inc, Evergrande Land/Auto, CK Hutchison, Grab SPAC

<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

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

Caymans To Decapitate The Headcount

This is a positive development. Avoiding another Glorious Property fiasco - or even the more dodgy share splitting seen in the PCCW Ltd (8 HK)...

David Blennerhassett

Last Week in Event SPACE: Razer Inc, Evergrande Land/Auto, CK Hutchison, Grab SPAC

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

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

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