Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>After small-cap property developer <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> was suspended pursuant to the Takeovers Code, I expected an Offer by way of Scheme. </li>
<li>And that is what unfolded. Grace Foo (ED) and her family, controlling 74.97% of shares out, are Offering $8.50/share, including a $1.00/share dividend, a 62.84% premium to undisturbed.  </li>
<li>That's still a whopping 87.66% discount to the most recent NAV (30th June 2024). But what are the options for minorities (apart from the headcount test)? And terms are final. </li>
</ul>


After small-cap property developer Soundwill Holdings (878 HK) was suspended pursuant to the Takeovers Code, I expected an Offer by way of Scheme. 
And that is what unfolded. Grace Foo (ED) and her family, controlling 74.97% of shares out, are Offering $8.50/share, including a $1.00/share dividend, a 62.84% premium to undisturbed.  
That's still a whopping 87.66% discount to the most recent NAV (30th June 2024). But what are the options for minorities (apart from the headcount test)? And terms are final. 


Soundwill Holdings (878 HK): Founder's Scheme At $8.50/Share

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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> announced a privatisation offer from the Foo Family, the largest shareholder, at HK$8.50 (HK$7.50 cash + HK$1.00 special dividend), a 62.8% premium to the undisturbed price.</li>
<li>Key conditions include approval by at least 75% of independent shareholders (&lt;10% of independent shareholders rejection) and a headcount test. No disinterested shareholder holds a blocking stake.</li>
<li>While the offer is light compared to peer multiples, it is attractive compared to historical trading ranges. A low AGM minority participation rate facilitates the vote. </li>
</ul>



Soundwill Holdings (878 HK) announced a privatisation offer from the Foo Family, the largest shareholder, at HK$8.50 (HK$7.50 cash + HK$1.00 special dividend), a 62.8% premium to the undisturbed price.
Key conditions include approval by at least 75% of independent shareholders (&lt;10% of independent shareholders rejection) and a headcount test. No disinterested shareholder holds a blocking stake.
While the offer is light compared to peer multiples, it is attractive compared to historical trading ranges. A low AGM minority participation rate facilitates the vote. 


Soundwill Holdings (878 HK): Foo Family’s Offer at HK$8.50

<ul>
<li>
<a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> has entered a trading halt “pending the release of an announcement relating to inside information and pursuant to the Codes on Takeovers and Mergers.” </li>
<li>It is likely that the controlling shareholder (Foo Family Trust), representing 74.94% of outstanding shares, is seeking to launch a privatisation through a Bermuda scheme. </li>
<li>While no disinterested shareholder holds a blocking stake, the headcount test necessitates an attractive offer. We estimate a potential offer price range of HK$7.53-19.44.</li>
</ul>



Soundwill Holdings (878 HK) has entered a trading halt “pending the release of an announcement relating to inside information and pursuant to the Codes on Takeovers and Mergers.” 
It is likely that the controlling shareholder (Foo Family Trust), representing 74.94% of outstanding shares, is seeking to launch a privatisation through a Bermuda scheme. 
While no disinterested shareholder holds a blocking stake, the headcount test necessitates an attractive offer. We estimate a potential offer price range of HK$7.53-19.44.


Soundwill Holdings (878 HK): Privatisation from the Controlling Shareholder?

<ul>
<li>Small-Cap property developer <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0214/2025021400231.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Takeovers Code</li>
<li>Soundwill is controlled as to 74.97% by Grace Foo (ED), and her descendants, Wai Ling Chan (deputy chairman), and Hing Tat Chan (chairman). </li>
<li>Soundwill is trading at a staggering 0.08x P/B, with the majority of its book value tied up in investment properties.</li>
</ul>


Small-Cap property developer Soundwill Holdings (878 HK) is currently suspended pursuant to the Takeovers Code
Soundwill is controlled as to 74.97% by Grace Foo (ED), and her descendants, Wai Ling Chan (deputy chairman), and Hing Tat Chan (chairman). 
Soundwill is trading at a staggering 0.08x P/B, with the majority of its book value tied up in investment properties.


Soundwill Holdings (878 HK): Privatisation Expected From The Controlling Family

<ul>
<li>I tally 49 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.</li>
<li>No new deals discussed on Smartkarma this week. Although <a href="https://www.smartkarma.com/entities/dickson-concepts-intl-ltd" target="_blank" data-smartkarma-citation="entities:5052:1" rel="noopener">Dickson Concepts (113 HK)</a>, <a href="https://www.smartkarma.com/entities/bright-smart-securities-and" target="_blank" data-smartkarma-citation="entities:20511:1" rel="noopener">Bright Smart (1428 HK)</a>, and <a href="https://www.smartkarma.com/entities/jilin-jiutai-rural-comm-bank" target="_blank" data-smartkarma-citation="entities:23735:1" rel="noopener">Jilin Jiutai Bank (6122 HK)</a> are suspended pursuant to the Takeovers Code. </li>
<li>Key updates/news took place on <a href="https://www.smartkarma.com/entities/mayne-pharma-group-ltd" target="_blank" data-smartkarma-citation="entities:757:1" rel="noopener">Mayne Pharma (MYX AU)</a>, <a href="https://www.smartkarma.com/entities/piedmont-lithium-ltd" target="_blank" data-smartkarma-citation="entities:17619:1" rel="noopener">Piedmont (PLL AU)</a>/<a href="https://www.smartkarma.com/entities/sayona-mining-ltd" target="_blank" data-smartkarma-citation="entities:1589:1" rel="noopener">Sayona (SYA AU)</a>, <a href="https://www.smartkarma.com/entities/jamco-corp" target="_blank" data-smartkarma-citation="entities:14741:1" rel="noopener">Jamco (7408 JP)</a>, <a href="https://www.smartkarma.com/entities/makino-milling-machine-co" target="_blank" data-smartkarma-citation="entities:5200:1" rel="noopener">Makino Milling (6135 JP)</a>, <a href="https://www.smartkarma.com/entities/sinarmas-land-ltd" target="_blank" data-smartkarma-citation="entities:1144:1" rel="noopener">Sinarmas Land (SML SP)</a>, and <a href="https://www.smartkarma.com/entities/dada-nexus-ltd" target="_blank" data-smartkarma-citation="entities:28961:1" rel="noopener">Dada Nexus (DADA US)</a>. </li>
</ul>


I tally 49 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.
No new deals discussed on Smartkarma this week. Although Dickson Concepts (113 HK), Bright Smart (1428 HK), and Jilin Jiutai Bank (6122 HK) are suspended pursuant to the Takeovers Code. 
Key updates/news took place on Mayne Pharma (MYX AU), Piedmont (PLL AU)/Sayona (SYA AU), Jamco (7408 JP), Makino Milling (6135 JP), Sinarmas Land (SML SP), and Dada Nexus (DADA US). 


(Mostly) Asia-Pac M&A: Mayne Pharma, Piedmont/Sayona, Jamco, Makino Milling, Sinarmas, Dada Nexus

Hong Kong

Soundwill Holdings Limited, through its subsidiaries, develops, trades, invests in, and manages properties in Hong Kong.  The Company also develop urban infrastructure.

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Soundwill Holdings (878 HK)