Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The Keppel O&amp;M / SMM Combination and Keppel Rig Asset Restructure were announced today and the arithmetic is both tough and interesting. There's a little magic here.</li>
<li>KEP shareholders receive SMM shares worth ~1/3 of today's share price, and the rest is currently valued at well under Net Tangible Assets post-Restructuring/Transaction.</li>
<li>That suggests Keppel has upside, but one must think carefully about the exposures.</li>
</ul>


The Keppel O&amp;M / SMM Combination and Keppel Rig Asset Restructure were announced today and the arithmetic is both tough and interesting. There's a little magic here.
KEP shareholders receive SMM shares worth ~1/3 of today's share price, and the rest is currently valued at well under Net Tangible Assets post-Restructuring/Transaction.
That suggests Keppel has upside, but one must think carefully about the exposures.


The Keppel Restructuring - Forward Sum Of The Parts Makes KEP Look Cheap. And It Is... But...

David Blennerhassett

<ul>
<li>
<a href="https://www.smartkarma.com/entities/didi-chuxing-inc" target="_blank" data-smartkarma-citation="entities:27467:1" rel="noopener">DiDi Global (DIDI US)</a> had serious data problems. It still listed itself, against the wishes of the regulators. Then it got in serious hot water. And it's been getting hotter. </li>
<li>
<a href="https://www.smartkarma.com/entities/ramsay-health-care-ltd" target="_blank" data-smartkarma-citation="entities:673:1" rel="noopener">Ramsay Health Care (RHC AU)</a> announced an unsolicited, non-binding Offer from KKR (and HISTA), at A$88.00/share, a 36.7% premium to last close, however, earnings have been left bedridden by the pandemic.</li>
<li>Post-Deal, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> will look more like <a href="https://www.smartkarma.com/entities/sembcorp-industries-ltd" target="_blank" data-smartkarma-citation="entities:1087:1" rel="noopener">Sembcorp Industries (SCI SP)</a>. More engineering, less power generation infra assets, more other infra assets and more data centres. </li>
</ul>



DiDi Global (DIDI US) had serious data problems. It still listed itself, against the wishes of the regulators. Then it got in serious hot water. And it's been getting hotter. 

Ramsay Health Care (RHC AU) announced an unsolicited, non-binding Offer from KKR (and HISTA), at A$88.00/share, a 36.7% premium to last close, however, earnings have been left bedridden by the pandemic.
Post-Deal, Keppel Corp (KEP SP) will look more like Sembcorp Industries (SCI SP). More engineering, less power generation infra assets, more other infra assets and more data centres. 


Last Week in Event SPACE: Didi Global, Ramsay Health, Keppel Corp, Melco, Toshiba, Twitter

<ul>
<li>20 months ago, Temasek walked away from a deal to buy control of <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> as the O&amp;M business saw large writedowns and covid stoppage losses.</li>
<li>The story? A possible Keppel O&amp;M and <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> merger. SMM was recapped and spun out of <a href="https://www.smartkarma.com/entities/sembcorp-industries-ltd" target="_blank" data-smartkarma-citation="entities:1087:1" rel="noopener">Sembcorp Industries (SCI SP)</a> then recapped again. </li>
<li>Now it's crunch time. Keppel &amp; SMM hope to update investors on a merger plan by end of April. This insight looks at what to look out for.</li>
</ul>


20 months ago, Temasek walked away from a deal to buy control of Keppel Corp (KEP SP) as the O&amp;M business saw large writedowns and covid stoppage losses.
The story? A possible Keppel O&amp;M and Sembcorp Marine (SMM SP) merger. SMM was recapped and spun out of Sembcorp Industries (SCI SP) then recapped again. 
Now it's crunch time. Keppel &amp; SMM hope to update investors on a merger plan by end of April. This insight looks at what to look out for.


Keppel : Thinking About Keppel/SMM MergeCo and NEW KEPPEL Pro-Forma Opportunities

Two months ago, <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> announced a Rights Offering to raise S$1.5bn to recapitalise operations and provide working capital for the 16 projects currently under execution, some of which have been hit by delays where payment was expected sooner and it will instead come later. 
The Rights Offering, coming on top of another Rights Offering and distribution of shares a year ago as the company was <s>cast away by</s> separated from its erstwhile parent <a href="https://www.smartkarma.com/entities/sembcorp-industries-ltd" target="_blank" data-smartkarma-citation="entities:1087:1" rel="noopener">Sembcorp Industries (SCI SP)</a> seemed to upset shareholders who did not understand why a second large offering in a year was needed. The simple answer was that last year, the net capital raise was minimal. It was primarily designed to generate proceeds to be able to pay back a large loan extended by its parent before the split. This year it is about survival.  
As I noted then, it was important to read the <a href="https://links.sgx.com/FileOpen/Trading%20and%20Liquidity%20Update.ashx?App=Announcement&amp;FileID=672231" target="_blank" rel="noopener">Trading and Liquidity Update</a>. The big points are:
<div>
<ol style="list-style-type: decimal;">
<li>Workers are scarce. Costs are up. There are supply constraints because of covid-19. Foreign workers who left can't come back. Relative Singapore success in fighting covid early on raised labor costs locally. It is tough to get new workers and new covid-19 measures introduced in May 2021 won't make it easier. </li>
<li>Projects are delayed. Cash Flows are delayed. In particular, the delivery of two drillships to Transocean has been deferred from FY21/22 to FY2023 and later, delaying S$610mm in cash flow.</li>
<li>The company needs to optimize cost structure</li>
<li>Group turnover this year has been lower than expected. </li>
<li>The group needs to raise money to get comfort on ability to complete existing contract base.</li>
<li>The company is pivoting to renewables and clean energy solutions.</li>
</ol>
The company needs money for all this. And a Rights Issue would provide certainty and immediacy.
The Securities Investors Association (Singapore), which has the general reputation of standing up to companies which do deals where retail investors are inconvenienced, came out with a press release with questions on <a href="https://sias.org.sg/latest-updates/press-statement-questions-to-sembcorp-marine-on-its-latest-proposed-rights-issue/" target="_blank" rel="noopener">15 July</a> which SMM answered on <a href="https://links.sgx.com/FileOpen/Announcement.ashx?App=Announcement&amp;FileID=675213" target="_blank" rel="noopener">19 July</a>.  The company got its Approval in Principle in early August from the SGX. SIAS sponsored a virtual dialogue on <a href="https://sias.org.sg/latest-updates/transcript-of-sias-sembcorp-marine-virtual-dialogue-6-august-2021/" target="_blank" rel="noopener">6 August</a>. There was an update on the <a href="https://links.sgx.com/1.0.0/corporate-announcements/JWHV82WCY953USMS/7bf07888e4783b9b297db68ce0cfac6a63afa1e381c0f244820b7f7d26feba8f" target="_blank" rel="noopener">18th of August</a> from the company, a further very late-in-the-day Q&amp;A published on <a href="https://links.sgx.com/FileOpen/Response%20to%20additional%20questions%20from%20shareholders.ashx?App=Announcement&amp;FileID=680896" target="_blank" rel="noopener">23 August</a> in the morning before the EGM, the EGM was held yesterday, the Rights Offering was approved, and...
...Today after the close, we have an announcement of the Rights Trading Period (31 Aug - 8 Sep), the Exercise Period (31 Aug - 14 Sep) and Pay Date (22 Sep) along with a re-delivery of all the documents from late June and early August (<a href="https://links.sgx.com/FileOpen/Launch%20Announcement.ashx?App=Announcement&amp;FileID=681089" target="_blank" rel="noopener">Announcement</a>, <a href="https://links.sgx.com/FileOpen/Media%20Release.ashx?App=Announcement&amp;FileID=681090" target="_blank" rel="noopener">Media Release</a>, <a href="https://links.sgx.com/FileOpen/Presentation.ashx?App=Announcement&amp;FileID=681091" target="_blank" rel="noopener">Presentation</a>, and <a href="https://links.sgx.com/FileOpen/Trading%20and%20Liquidity%20Update.ashx?App=Announcement&amp;FileID=681092" target="_blank" rel="noopener">Trading and Liquidity Update</a>).
24 August was the last day to trade WITH rights. 25 August is the first day to trade ex-rights.
There is strategy involved. 
Much more below the fold.
</div>

Two months ago, Sembcorp Marine (SMM SP) announced a Rights Offering to raise S$1.5bn to recapitalise operations and provide working capital for the 16 projects currently under execution, some of which have been hit by delays where payment was expected sooner and it will instead come later. 
The Rights Offering, coming on top of another Rights Offering and distribution of shares a year ago as the company was cast away by separated from its erstwhile parent Sembcorp Industries (SCI SP) seemed to upset shareholders who did not understand why a second large offering in a year was needed. The simple answer was that last year, the net capital raise was minimal. It was primarily designed to generate proceeds to be able to pay back a large loan extended by its parent before the split. This year it is about survival.  
As I noted then, it was important to read the Trading and Liquidity Update. The big points are:


Workers are scarce. Costs are up. There are supply constraints because of covid-19. Foreign workers who left can't come back. Relative Singapore success in fighting covid early on raised labor costs locally. It is tough to get new workers and new covid-19 measures introduced in May 2021 won't make it easier. 
Projects are delayed. Cash Flows are delayed. In particular, the delivery of two drillships to Transocean has been deferred from FY21/22 to FY2023 and later, delaying S$610mm in cash flow.
The company needs to optimize cost structure
Group turnover this year has been lower than expected. 
The group needs to raise money to get comfort on ability to complete existing contract base.
The company is pivoting to renewables and clean energy solutions.

The company needs money for all this. And a Rights Issue would provide certainty and immediacy.
The Securities Investors Association (Singapore), which has the general reputation of standing up to companies which do deals where retail investors are inconvenienced, came out with a press release with questions on 15 July which SMM answered on 19 July.  The company got its Approval in Principle in early August from the SGX. SIAS sponsored a virtual dialogue on 6 August. There was an update on the 18th of August from the company, a further very late-in-the-day Q&amp;A published on 23 August in the morning before the EGM, the EGM was held yesterday, the Rights Offering was approved, and...
...Today after the close, we have an announcement of the Rights Trading Period (31 Aug - 8 Sep), the Exercise Period (31 Aug - 14 Sep) and Pay Date (22 Sep) along with a re-delivery of all the documents from late June and early August (Announcement, Media Release, Presentation, and Trading and Liquidity Update).
24 August was the last day to trade WITH rights. 25 August is the first day to trade ex-rights.
There is strategy involved. 
Much more below the fold.


Sembcorp Marine Goes Ex-Rights - Strategy From Here

ASEAN Insight Provider, CrossASEAN Research

Angus Mackintosh

ASEAN Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Equity Bottom-Up

Kawasan Industri Jababeka / Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/kawasan-industri-jababeka-tbk-pt" target="_blank" data-smartkarma-citation="entities:7755:1" rel="noopener">Kawasan Industri Jababeka</a> released a strong set of FY2023 results, with revenue growth of 20% overall and EBITDA increasing by +15% YoY due to higher land sales at Kendal.</li>
<li>KIJA also saw strong recurrent revenue from its infrastructure pillar making up 44% of sales. Marketing sales came in above its target and it is projecting a higher 2024 number.,</li>
<li>The company's Kendal Estate is a key beneficiary of shifting supply chains from China with 81% of sales to foreign companies and marketing sales increasing 68% YoY in 2023. </li>
</ul>



Kawasan Industri Jababeka released a strong set of FY2023 results, with revenue growth of 20% overall and EBITDA increasing by +15% YoY due to higher land sales at Kendal.
KIJA also saw strong recurrent revenue from its infrastructure pillar making up 44% of sales. Marketing sales came in above its target and it is projecting a higher 2024 number.,
The company's Kendal Estate is a key beneficiary of shifting supply chains from China with 81% of sales to foreign companies and marketing sales increasing 68% YoY in 2023. 


Kawasan Industri Jababeka (KIJA IJ) - Proxy for Shifting Supply Chains

Singapore

Keppel Corporation Limited's core businesses are offshore and marine, infrastructure, property investment and development, telecommunications and transportation, energy, and engineering.

Jardine Matheson Holdings Limited is a multinational enterprise with a portfolio of businesses focused on the Asia-Pacific region. The Group's activities include financial services, supermarkets, consumer marketing, engineering and construction, automobile trading, insurance broking, property investment, and hotels.

Gallant Venture Ltd is an investment holding company. The Company owns and operates industrial parks, supplies telecommunications services, electricity and water and wastewater management services, operates resorts and hotels, and develops real estate.

Bonvests Holdings Limited is an investment holding company whose subsidiaries develop real estate and operate waste collection and disposal, and contract cleaning.  The Company also develops and operates hotels locally and overseas, as well as operates food and beverage restaurants.  Bonvests Holdings trades securities and rents properties.

Seatrium Ltd offers engineering solutions for the offshore, marine, and energy industries. The Company provides rigs and floaters, repairs and upgrades, offshore platforms, and specialized shipbuilding. Seatrium serves customers worldwide.

Yangzijiang Shipbuilding (Holdings) Limited builds a wide range of ships. The Company produces a wide range of commercial vessels, mini bulk carriers, multi-purpose cargo vessels, containerships, chemical tankers, offshore supply vessels, rescue and salvage vessels, and lifting vessels.

ST Engineering is a global technology, defence and engineering group with offices across Asia, Europe, the Middle East and the U.S., serving customers in more than 100 countries. The Group uses technology and innovation to solve real-world problems and improve lives through its diverse portfolio of businesses across the aerospace, smart city, defence and public security segments. Headquartered in Singapore, ST Engineering reported revenue of $7.9b in FY2019 and it ranks among the largest companies listed on the Singapore Exchange. It is a component stock of the FTSE Straits Times Index, MSCI Singapore, iEdge SG ESG Transparency Index and iEdge SG ESG Leaders Index.

BRC Asia Limited designs, manufactures, and markets steel mesh under the BRC brand name.  The Company's products include non-standard and customized mesh, a wide range of prefabricated products including beam and column cages, complete prefabricated beam and column reinforcement, staggered mesh, twin wire mesh, and pile cap cages.

Frencken Group Limited designs, develops, and produces complex and advanced modules and systems, based on precision mechanics, hardware and software.

Chip Eng Seng Corporation Limited specializes in building construction activities in the private and public sector.  The Company also owns, develops, and invests in properties.

Seibu Holdings Inc. offers diversified operation. The Company through its subsidiary companies operates transportation, construction, hotel, leisure facilities, and real estate business. Seibu Holdings provides group enterprises strategy planning, operation management, asset management and supply, and business promotions.

Far Eastern New Century Corporation manufactures, processes and markets textile products.  The Company's products include polyester materials, natural and synthetic yarns,fabrics, towels, bed sheets, and woven and knitted garments. Throughits subsidiary companies, Far Eastern sells cellular phones and accessories.

DCC PLC is a sales, marketing, distribution and business support services Group. The Group operates in the following sectors; energy, IT & entertainment products, healthcare, environmental services and food & beverage. DCC's strategy is to grow a sustainable, diversified business.

Smiths Group plc is a global technology company.  The company delivers products and services for the threat & contraband detection, medical devices, energy and communications market worldwide.

The Bidvest Group Limited is the holding company for a group of companies operating in a range of sectors. Subsidiaries manufacture and distribute food and allied products to the catering industry, as well as packaging, stapling, fastening and adhesive tapes, office products, cosmetics, toiletries and skin care products. Bidvest also provides laundering services.

Turkiye Sise ve Cam Fabrikalari AS (Sisecam)  manufactures glass.  The Company produces flat glass, bottles, household glassware, glass wire, chromium chemicals, glass fibre, and glass reinforced plastics.  Sisecam also offers packaging materials and machinery, composites and marketing, chemicals, trade, insurance and brokerage services.

Mytilineos Holdings S.A. is an industrial group and an independent energy producer. The Company's activities include aluminum and base metals production, energy and infrastructure projects construction, production of thermal power and supply and trade of natural gas.

Enka Insaat ve Sanayi AS provides construction and construction related services worldwide. The Company builds infrastructure, commercial projects and factories. The manufacturing subsidiaries produce construction materials, steel pipes, windows and hand tools. The Group also imports and distributes industrial machinery in Turkey.

Icahn Enterprises L.P., a master limited partnership, is a diversified holding company engaged in nine primary business segments: Automotive, Investment, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.

Beijing Enterprises Holdings Ltd. is a diversified company.  The Company brews beer; distributes natural gas through pipelines; invests in, designs, constructs and operates water supply and wastewater treatment plants; operates toll roads; disposes of hazardous waste; and offers electronic payment systems.

Sembcorp Industries Ltd provides utilities and integrated services for industrial sites such as power, gas, steam, water, wastewater treatment and other on-site services. The Company's businesses also include marine & offshore engineering and urban development comprising industrial parks and business, commercial and residential spaces.

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Sembcorp Industries (SCI SP)

The Keppel Restructuring - Forward Sum Of The Parts Makes KEP Look Cheap. And It Is... But...

Keppel and SMM announced a complicated restructuring package which gets KEP out of the rig business and delivers shares in SMM to its own...

Travis Lundy

Last Week in Event SPACE: Didi Global, Ramsay Health, Keppel Corp, Melco, Toshiba, Twitter

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

Keppel : Thinking About Keppel/SMM MergeCo and NEW KEPPEL Pro-Forma Opportunities

Keppel Corp and Sembcorp Marine appear on their way to a deal to merge their O&M businesses. The backdrop is healthier now. And it means a...

Travis Lundy

Sembcorp Marine Goes Ex-Rights - Strategy From Here

Sembcorp Marine goes ex-rights on 25 August. The rights start trading on 31 August. There could be trades to do here for long-only investors, but...

Travis Lundy

Kawasan Industri Jababeka (KIJA IJ) - Proxy for Shifting Supply Chains

The company's Kendal Estate is a key beneficiary of shifting supply chains from China with 81% of sales to foreign companies and marketing sales...

Angus Mackintosh

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