Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Back on the 20 September, Victorian electricity operator <a href="https://www.smartkarma.com/entities/ausnet-services" target="_blank" data-smartkarma-citation="entities:10293:1" rel="noopener">AusNet Services (AST AU)</a>  <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02423286-3A576179?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it would open its books to Brookfield after receiving a revised non-binding Offer of A$2.50/share, up from $2.35/share on the 30 August.</p>
<p>It turned out that <a href="https://www.smartkarma.com/entities/apa-group" target="_blank" data-smartkarma-citation="entities:18658:1" rel="noopener">APA Group (APA AU)</a> had approached AusNet with a non-binding proposal of A$2.32 on the 1 September, and that APA had made AusNet aware on 16 September it intended to make a revised proposal. AusNet opted to grant Brookfield around 8 weeks of exclusive due diligence in return for a "<em>materially increased indicative</em>" offer.</p>
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<p>Undeterred,  APA <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02423895-2A1324638?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> on the 21 September its "<em>superior proposal</em>", involving a non-binding indicative Offer by way of a Scheme for A$2.60/share in cash and scrip. That superiorness was expounded in APA's presentation deck as follows:</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/238/273/original/image?1635466450" class="editor-image img-responsive" data-smartkarma-image-id="238273"></figure>
<p style="text-align: left;"><em>Source: APA's presentation deck - <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02425518-2A1325440?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">page 15</a></em></p>
<p style="text-align: left;">APA also lodged an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02425258_PS-3A576544?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">application</a> to the Takeovers Panel on the 23 September, criticising the exclusivity arrangements with Brookfield, and sought final orders such that that the exclusivity arrangements “be terminated" to permit AusNet to respond to APA’s proposal (and any other competing proposals).</p>
<p style="text-align: left;">APA's proposal was conditional on confirmation from AusNet by the 28 September granting due diligence access. That timeline appeared overly aggressive, and not surprisingly, APA <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02427369_PS-3A576904?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">extended</a> the deadline to be granted due diligence for as long as the Takeovers Panel application remained under review. </p>
<p style="text-align: left;">Brookfield lodged its own Panel application on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02430780_PS-3A577397?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">1 October</a> that APA's ASX announcements on the 24 and 29 September contained misleading and incorrect information. The Panel <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02433414_PS-3A577836?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">declined</a> to conduct proceedings. </p>
<p style="text-align: left;">On the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02436419_PS-3A578351?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 October</a>, the Panel declared there were unacceptable circumstances:</p>
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<p style="text-align: left;">The Panel has not sought to second guess the commercial reasons of the AusNet board in pursuing the Brookfield proposal, but considered that the effect of the circumstances, in totality, are unacceptable having regard to sections 602 and 657A of the Act.</p>
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<p>This decision permitted AusNet to respond to APA’s proposal by the 19 October. AusNet announced on the 15 October it would now engage with APA, and that (as per the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02440134-3A579027?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">25 October announcement</a>) it will provide due diligence access to APA in parallel with Brookfield.</p>
<p><strong>The New News</strong></p>
<p>Australia's competition regulatory, the ACCC, has now <a href="https://www.accc.gov.au/public-registers/mergers-registers/public-informal-merger-reviews/apa-group-ausnet-services-ltd" target="_blank" rel="noopener">commenced i</a>ts review of APA's bid for AusNet. </p>
<p>In a similar vein to Brookfield requiring FIRB sign-off, this ACCC review was expected. But it is worth a quick look at what is being investigated.</p>
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<p>More below the fold.</p>
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Back on the 20 September, Victorian electricity operator AusNet Services (AST AU)  announced it would open its books to Brookfield after receiving a revised non-binding Offer of A$2.50/share, up from $2.35/share on the 30 August.
It turned out that APA Group (APA AU) had approached AusNet with a non-binding proposal of A$2.32 on the 1 September, and that APA had made AusNet aware on 16 September it intended to make a revised proposal. AusNet opted to grant Brookfield around 8 weeks of exclusive due diligence in return for a "materially increased indicative" offer.

Undeterred,  APA announced on the 21 September its "superior proposal", involving a non-binding indicative Offer by way of a Scheme for A$2.60/share in cash and scrip. That superiorness was expounded in APA's presentation deck as follows:

Source: APA's presentation deck - page 15
APA also lodged an application to the Takeovers Panel on the 23 September, criticising the exclusivity arrangements with Brookfield, and sought final orders such that that the exclusivity arrangements “be terminated" to permit AusNet to respond to APA’s proposal (and any other competing proposals).
APA's proposal was conditional on confirmation from AusNet by the 28 September granting due diligence access. That timeline appeared overly aggressive, and not surprisingly, APA extended the deadline to be granted due diligence for as long as the Takeovers Panel application remained under review. 
Brookfield lodged its own Panel application on the 1 October that APA's ASX announcements on the 24 and 29 September contained misleading and incorrect information. The Panel declined to conduct proceedings. 
On the 15 October, the Panel declared there were unacceptable circumstances:

The Panel has not sought to second guess the commercial reasons of the AusNet board in pursuing the Brookfield proposal, but considered that the effect of the circumstances, in totality, are unacceptable having regard to sections 602 and 657A of the Act.

This decision permitted AusNet to respond to APA’s proposal by the 19 October. AusNet announced on the 15 October it would now engage with APA, and that (as per the 25 October announcement) it will provide due diligence access to APA in parallel with Brookfield.
The New News
Australia's competition regulatory, the ACCC, has now commenced its review of APA's bid for AusNet. 
In a similar vein to Brookfield requiring FIRB sign-off, this ACCC review was expected. But it is worth a quick look at what is being investigated.

More below the fold.


AusNet (AST AU): ACCC Commences Informal Review

Last Week in Event SPACE: Singapore Air, Evergrande/Hopson, HomeCo/Aventus, Irongate, Shinsei Bank

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<p>This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks.</p>
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<p>I number 46, mostly firm, deals around the region.</p>
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<p>More below the fold.</p>
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This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks.


I number 46, mostly firm, deals around the region.


More below the fold.


Asia-Pac Weekly Risk Arb Summary: Shinsei Bank, HomeCo/Aventus, Irongate, Spark Infra, ICar, Yorkey

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<p>After rejecting two earlier proposals, Aussie poles and wires company <a href="https://www.smartkarma.com/entities/spark-infrastructure-group" target="_blank" data-smartkarma-citation="entities:595:1" rel="noopener">Spark Infrastructure (SKI AU)</a> entered into a Scheme Implementation Agreement on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02409984-2A1317108?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">23 August</a> with KKR, Ontario Teachers’ Pension Plan Board, and Public Sector Pension Investment Board.</p>
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<p>The Offer Price of $2.95 cash per stapled security comprised cash of $2.7675, plus Spark's 1H21 interim distribution of 6.25¢, plus a franked special distribution expected of ~12¢. The interim dividend was announced on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02390377-2A1306991?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">1 July</a> and went ex on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02390377-2A1306991?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">7 July</a>, with a record date of the 8 July, therefore the implied Scheme Consideration is A$2.8875/share.</p>
<p>The Scheme Booklet has now been <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02438132-2A1332160?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">dispatched</a>. The Scheme Meeting will be held on the 22 November, with an expected implementation date on the 22 December. The Independent Expert has concluded that "<em>the Schemes are fair and reasonable and in the best interests of Scheme Securityholders, in the absence of a superior proposal</em>".</p>
<p>This looks done and has not once closed through terms. The Offer remains subject to FIRB approval.</p>
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After rejecting two earlier proposals, Aussie poles and wires company Spark Infrastructure (SKI AU) entered into a Scheme Implementation Agreement on the 23 August with KKR, Ontario Teachers’ Pension Plan Board, and Public Sector Pension Investment Board.


The Offer Price of $2.95 cash per stapled security comprised cash of $2.7675, plus Spark's 1H21 interim distribution of 6.25¢, plus a franked special distribution expected of ~12¢. The interim dividend was announced on the 1 July and went ex on the 7 July, with a record date of the 8 July, therefore the implied Scheme Consideration is A$2.8875/share.
The Scheme Booklet has now been dispatched. The Scheme Meeting will be held on the 22 November, with an expected implementation date on the 22 December. The Independent Expert has concluded that "the Schemes are fair and reasonable and in the best interests of Scheme Securityholders, in the absence of a superior proposal".
This looks done and has not once closed through terms. The Offer remains subject to FIRB approval.


Spark (SKI AU): Scheme Booklet Out. Meeting On The 22 November

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

<p>Earlier today, <a href="https://www.smartkarma.com/entities/de-grey-mining-ltd" target="_blank" data-smartkarma-citation="entities:6192:1" rel="noopener">De Grey Mining (DEG AU)</a> went into a trading halt and announced that the company was launching a fully underwritten A$125m placement to complete the Mallina Gold Project prefeasibility study, extend existing resources and conduct exploration drilling.</p><p>The company is selling a maximum of 113.636m shares at an offer price of A$1.10/share. This is a 9% discount to the last close. The trading halt will be lifted latest by 22 October, the new shares will settle on 27 October and will be allotted on 28 October.</p><p>The increased number of shares could result in <a href="https://www.smartkarma.com/entities/de-grey-mining-ltd" target="_blank" data-smartkarma-citation="entities:6192:1" rel="noopener">De Grey Mining (DEG AU)</a> being included in the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a> at the December review. The stock has been close to the inclusion zone at the last few reviews but eventually missed out. This placement should put the stock in a stronger position for index inclusion.</p><p>Then there is the wave of M&amp;A activity in Australia that will result in a few more index changes prior to the regular rebalance in December.</p><p>The <a href="https://www.smartkarma.com/entities/spark-infrastructure-group" target="_blank" data-smartkarma-citation="entities:595:1" rel="noopener">Spark Infrastructure (SKI AU)</a> acquisition is expected to be completed by end November, while the <a href="https://www.smartkarma.com/entities/oil-search-ltd" target="_blank" data-smartkarma-citation="entities:773:1" rel="noopener">Oil Search Ltd (OSH AU)</a> / <a href="https://www.smartkarma.com/entities/santos-ltd" target="_blank" data-smartkarma-citation="entities:711:1" rel="noopener">Santos Ltd (STO AU)</a> merger is expected to be complete by early December.</p><p><a href="https://www.smartkarma.com/entities/sandfire-resources-limited" target="_blank" data-smartkarma-citation="entities:1259:1" rel="noopener">Sandfire Resources Limited (SFR AU)</a> and <a href="https://www.smartkarma.com/entities/imugene-ltd" target="_blank" data-smartkarma-citation="entities:20276:1" rel="noopener">Imugene Ltd (IMU AU)</a> could be added to the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a> ahead of the regular rebalance in December and there could be another 3-4 changes at the regular rebalance.</p>

Earlier today, De Grey Mining (DEG AU) went into a trading halt and announced that the company was launching a fully underwritten A$125m placement to complete the Mallina Gold Project prefeasibility study, extend existing resources and conduct exploration drilling.The company is selling a maximum of 113.636m shares at an offer price of A$1.10/share. This is a 9% discount to the last close. The trading halt will be lifted latest by 22 October, the new shares will settle on 27 October and will be allotted on 28 October.The increased number of shares could result in De Grey Mining (DEG AU) being included in the S&amp;P/ASX 200 (AS51 INDEX) at the December review. The stock has been close to the inclusion zone at the last few reviews but eventually missed out. This placement should put the stock in a stronger position for index inclusion.Then there is the wave of M&amp;A activity in Australia that will result in a few more index changes prior to the regular rebalance in December.The Spark Infrastructure (SKI AU) acquisition is expected to be completed by end November, while the Oil Search Ltd (OSH AU) / Santos Ltd (STO AU) merger is expected to be complete by early December.Sandfire Resources Limited (SFR AU) and Imugene Ltd (IMU AU) could be added to the S&amp;P/ASX 200 (AS51 INDEX) ahead of the regular rebalance in December and there could be another 3-4 changes at the regular rebalance.

De Grey Mining (DEG AU) Placement & More Potential ASX200 Changes in December

Australia

Spark Infrastructure Group invests in utility infrastructure assets in Australia.

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Spark Infrastructure (SKI AU)

AusNet (AST AU): ACCC Commences Informal Review

You have two significant players in a competitive bidding situation. Entering here at $2.47 (as I type) - below both Offers - appears a reasonable...

David Blennerhassett

Last Week in Event SPACE: Singapore Air, Evergrande/Hopson, HomeCo/Aventus, Irongate, Shinsei Bank

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

Asia-Pac Weekly Risk Arb Summary: Shinsei Bank, HomeCo/Aventus, Irongate, Spark Infra, ICar, Yorkey

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

Spark (SKI AU): Scheme Booklet Out. Meeting On The 22 November

Trading tight at a 1.5%/9.1% gross/annualised spread. Looks reasonable. If you are a zero-rate taxpayer, or a low-rate payer, who can reclaim the...

David Blennerhassett

De Grey Mining (DEG AU) Placement & More Potential ASX200 Changes in December

The De Grey Mining placement improves the chances of ASX200 inclusion. SKI AU and OSH AU could be deleted end Nov/beginning Dec and replaced with...

Brian Freitas

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