Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Thematic (Sector/Industry)

<ul>
<li>This is part of a series of M&amp;A guides that our Quiddity* <a href="https://www.smartkarma.com/companies/quiddity-advisors/team" target="_blank" rel="noopener">team</a> is publishing to aid investors in understanding the rules, parameters, possibilities, and processes in M&amp;A. </li>
<li>They are designed to contain links to all the relevant rules, oversight entities, and provide details as to how M&amp;A is conducted and what rules apply.</li>
<li>In many of the insights on deals in specific markets and countries, these insights will be used as points of reference. </li>
</ul>


This is part of a series of M&amp;A guides that our Quiddity* team is publishing to aid investors in understanding the rules, parameters, possibilities, and processes in M&amp;A. 
They are designed to contain links to all the relevant rules, oversight entities, and provide details as to how M&amp;A is conducted and what rules apply.
In many of the insights on deals in specific markets and countries, these insights will be used as points of reference. 


Event-Driven

<ul>
<li>The <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings</a> Tender Offer for <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank</a> ended with SBI getting 47.77%, and tender offer pro-ration at 100%. Either someone big, or a lot of people stayed away.</li>
<li>Friday saw Murakami-san's City Index Elevens entity file an amended Large Shareholder Filing saying they owned zero shares. So it turns out he tendered everything, and float is elsewhere.</li>
<li>The reaction post-tender Monday indicated someone was wrong. The reaction Tuesday/Wednesday indicated others did. Thursday/Friday index selldowns were flat to Tender Price. Now we have a new, somewhat unexpected conundrum.</li>
</ul>


The SBI Holdings Tender Offer for Shinsei Bank ended with SBI getting 47.77%, and tender offer pro-ration at 100%. Either someone big, or a lot of people stayed away.
Friday saw Murakami-san's City Index Elevens entity file an amended Large Shareholder Filing saying they owned zero shares. So it turns out he tendered everything, and float is elsewhere.
The reaction post-tender Monday indicated someone was wrong. The reaction Tuesday/Wednesday indicated others did. Thursday/Friday index selldowns were flat to Tender Price. Now we have a new, somewhat unexpected conundrum.


Shinsei Bank (8303) - Now We Know Where the Float Is And It Is NOT In Murakami-San's Hands

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>Net Protections Holdings (NPH), a buy now pay later service provider, raised around US$570m via selling a mix of primary and secondary shares in its Japan IPO.</li>
<li>As per Yano Research, it had 40% market share in the domestic BNPL market for B2C transactions.</li>
<li>In this note we will talk about the trading dynamics.</li>
</ul>


Net Protections Holdings (NPH), a buy now pay later service provider, raised around US$570m via selling a mix of primary and secondary shares in its Japan IPO.
As per Yano Research, it had 40% market share in the domestic BNPL market for B2C transactions.
In this note we will talk about the trading dynamics.


Net Protections IPO Trading - Peers Have Moved Lower. Provides the Only Exposure to BNPL in Japan

<ul>
<li>The SBI Tender obtained 56.92mm shares out of 58.21mm shares max. Pro-ration was 100% and SBI now owns 47.77%. </li>
<li>The data suggests Murakami-related holders tendered at least some of their shares. Real World Float (RWF) at the end of the coming week will be ~15-16% of TSO less Treasury.</li>
<li>Now we have a back-end and future squeeze-out trade which will be coloured by SBI taking control, "fair value" valuations, and the possibility of a pre-squeezeout squeeze of RWF.</li>
</ul>


The SBI Tender obtained 56.92mm shares out of 58.21mm shares max. Pro-ration was 100% and SBI now owns 47.77%. 
The data suggests Murakami-related holders tendered at least some of their shares. Real World Float (RWF) at the end of the coming week will be ~15-16% of TSO less Treasury.
Now we have a back-end and future squeeze-out trade which will be coloured by SBI taking control, "fair value" valuations, and the possibility of a pre-squeezeout squeeze of RWF.


SBI Tender on Shinsei Successful. Goes to 47.77%. The BIG Question Is... Who Owns The Float?

<ul>
<li>Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.</li>
<li>Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. </li>
<li>Investors should be looking at what could happen if the vote fails. </li>
</ul>


Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.
Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. 
Investors should be looking at what could happen if the vote fails. 


Shinsei EGM:  Govt May Vote AGAINST But Could Shinsei Rig The Vote?

Japan

Daiwa Securities Group Inc. is a holding company. The Group provides a comprehensive financial services including dealing, brokerage, underwriting, and distribution of securities.  Other services are research & systems development, custody service, and asset management. Daiwa has subsidiaries in US, Europe, Asia, and Middle East.

Japan Exchange Group Inc is the holding company created through the merger of Tokyo Stock Exchange Group, Inc and Osaka Securities Exchange Co., Ltd. The group provides and operates a marketplace for the trading of equities, futures, and options. The Group manages the trading, as well as administers listed stocks and registered members.

MATSUI SECURITIES CO., LTD. provides online brokerage services through its website.  The Company offers investment news and educational services.

Ichigo Inc. is a value-add real estate company. The Company's three key businesses are Value-Add, in which Ichigo acquires and improves mid-sized, prime location real estate, Asset Management including the Ichigo Office REIT (8975), and Clean Energy, in which Ichigo builds and operates solar power plants  on disused land nationwide.

Monex Group, Inc. is a holding company, which was established through merger between Monex and Nikko Beans. The Company manages its subsidiaries that provides investing services for self-directed investors through Internet and telephone.

OKASAN SECURITIES GROUP INC. is a comprehensive securities firm based in Mie Prefecture.  The Company is active in stock transaction for individual investors.  Okasan Holdings provides financial services such as the dealing, brokerage, underwriting, and distribution of securities.  The Company also provides investment consulting and trust services.

Tokai Tokyo Financial Holdings, Inc. is a comprehensive securities firm. The Company provides financial services such as dealing, distribution, brokerage, underwriting, and distribution of securities and investment trust.

Aizawa Securities Co Ltd is a comprehensive securities firm. The Company provides financial services such as dealing, brokerage, underwriting, and distribution of securities, and investment trust.

JAFCO Co., Ltd. forms venture capital groups to invest primarily in domestic and foreign private companies with high potential for future growth.  The Company also provides management services to the groups, makes loans and offers consultation services to the invested companies.

M&A Capital Partners Co., Ltd. is an M&A advisory firm. The Company provides advisory service in M&A due diligence, business strategy, corporate regeneration, capital increase strategy to support owners of small and medium companies with business succession.

ASX Ltd is a demutualized company which operates Australia's primary national stock exchange and equity derivatives market. The ASX operates markets for equities, derivatives, fixed-interest securities and capital-raising for unlisted companies using advanced computer systems for both trading and settlement.

Singapore Exchange Limited owns and operates Singapore's Securities and derivatives exchange and their related clearing houses.  The Company also provides ancillary securities processing and information technology services to participants in the financial sector.

Founder Securities Company Limited's major business includes securities brokerage, securities investment consulting, securities trading, financial advisory on securities investment and trading activities, proprietary trading, securities asset management, investment fund distribution, margin business, and provide intermediate agency services for Founder Futures Limited.

MarketAxess Holdings, Inc. operates an electronic, multi-dealer to client platform for U.S. and European high-grade corporate and emerging markets bond trading.  The Company's technology delivers price discovery and trade execution services to institutional and broker-dealer clients.

China Merchants Securities Co., Ltd. provides securities services. The Company offers securities brokerage, securities investment consulting, securities underwriting, and other services. China Merchants Securities also operates investment management.

China Merchants Securities Co Ltd (A) (600999 CH)

GF Securities Co Ltd. is a securities firm. The Company offers investment banking services including equity and bond underwriting, mergers and acquisitions consulting, financial consulting, brokerage services, and asset management services.

Stifel Financial Corp. is a financial services holding company whose subsidiaries serve individual and institutional clients in the U.S. and Europe. The Company's broker-dealer affiliates provide wealth management, investment banking, independent research, trading, investment advisory, and related financial services.

Invesco, Ltd. provides investment management services. The Company offers equity, fixed income, separate accounts, exchange traded, collective, and balance mutual funds. Invesco serves customers globally.

SEI Investments Company provides global investment solutions and business solutions.  The Company integrates technology, research, information services, financial products, and asset management advice to serve banks, mutual fund and pension plan sponsors, insurance companies, money managers, and individual investors.

Hargreaves Lansdown PLC provides investment management services. The Company offers its services in stock brokerage, pension fund management, financial planning, and asset and wealth management. Hargreaves Lansdown serves investors in the United Kingdom.

SBI Holdings, Inc. manages venture capital fund which mainly invest in Internet related venture companies.  The Company also provides brokerage, investment banking, and financial services.

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SBI Holdings (8473 JP)

Quiddity Japan M&A Guide 2022

The 2022 version of the Quiddity Japan M&A Guide with the rules and regulations and practices surrounding Mergers and Acquisitions in Japan as they...

Travis Lundy

Shinsei Bank (8303) - Now We Know Where the Float Is And It Is NOT In Murakami-San's Hands

SBI got 47.77% of Shinsei in the TOB. The question was how much Murakami-san tendered. The answer? Everything. This was a surprise to me and...

Travis Lundy

Net Protections IPO Trading - Peers Have Moved Lower. Provides the Only Exposure to BNPL in Japan

Net Protections Holdings (NPH), a buy now pay later service provider, raised around US$570m in its Japan IPO. In this note, we will talk about the...

Sumeet Singh

SBI Tender on Shinsei Successful. Goes to 47.77%. The BIG Question Is... Who Owns The Float?

The SBI TOB for Shinsei is done. They got to 47.77%; pro-ration was 100%. 3.5% of shares out traded Thurs-Fri and Murakami-san likely tendered some...

Travis Lundy

Shinsei EGM: Govt May Vote AGAINST But Could Shinsei Rig The Vote?

The news overnight (on what is a national holiday) is that the DICJ is leaning towards "not voting FOR" the Shinsei Poison Pill. That doesn't mean...

Travis Lundy

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