Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>Back on the 15 June, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> proposed a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme for fiber network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a>.  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. </p>
<p>On the 8 September OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super), with a cash consideration of A$5.85/share. A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.</p>
<p>On the 12 October, Aware Super made an off-market takeover offer at <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292540-3A552328?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">$6.50/share</a>, including a fully-franked $0.10/share dividend. The Offer was subject to a minimum acceptance condition of 50.1%  - flipping from a Scheme previously - and no MACs. Uniti subsequently <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292991-3A552424?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">sent a letter</a> to OPC stating OPC was in breach of the SID entered into on the <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02281004-3A550234?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 September</a>, in commencing the marching rights process. OPC refuted those allegations.</p>
<h3>The New News</h3>
<p>Uniti's has now <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02294151-3A552658?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">tabled</a> a $6.67/share Offer, comprising $5.20/cash (including a fully-franked $0.10/share dividend) and 1.07 new Uniti shares. OPC considers Uniti's revised Offer a superior proposal to Aware's. No mention whatsoever on the alleged SID breach.</p>
<p>Currently trading marginally through terms.</p>
<p>As always, more below the fold.</p>
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<p><em>For a history of the Offers for OPC, please refer to past insights below:</em></p>
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<table class="table table-striped">
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<h3>Date </h3>
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<td style="width: 578.75px;">
<h3>Insight</h3>
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<td style="width: 124.782px;">16-Jun-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/hdJdx" target="_blank" rel="noopener">Uniti/OptiComm: High-Fibre Diet</a></td>
</tr>
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<td style="width: 124.782px;">9-Sep-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/Pa7jW" target="_blank" rel="noopener">OptiComm: First State Gatecrashes Uniti's Offer</a></td>
</tr>
<tr>
<td style="width: 124.782px;">13-Oct-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/P1MEa" target="_blank" rel="noopener">OptiComm: Aware Super's Superior Optics</a></td>
</tr>
</tbody>
</table>
</div>
</div>
</div>

Back on the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) proposed a cash/scrip Offer by way of a Scheme for fiber network operator OptiComm Ltd (OPC AU).  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. 
On the 8 September OPC announced it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super), with a cash consideration of A$5.85/share. A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.
On the 12 October, Aware Super made an off-market takeover offer at $6.50/share, including a fully-franked $0.10/share dividend. The Offer was subject to a minimum acceptance condition of 50.1%  - flipping from a Scheme previously - and no MACs. Uniti subsequently sent a letter to OPC stating OPC was in breach of the SID entered into on the 15 September, in commencing the marching rights process. OPC refuted those allegations.
The New News
Uniti's has now tabled a $6.67/share Offer, comprising $5.20/cash (including a fully-franked $0.10/share dividend) and 1.07 new Uniti shares. OPC considers Uniti's revised Offer a superior proposal to Aware's. No mention whatsoever on the alleged SID breach.
Currently trading marginally through terms.
As always, more below the fold.


For a history of the Offers for OPC, please refer to past insights below:








Date 


Insight



16-Jun-20
Uniti/OptiComm: High-Fibre Diet


9-Sep-20
OptiComm: First State Gatecrashes Uniti's Offer


13-Oct-20
OptiComm: Aware Super's Superior Optics







<div>
<p>On the 15 June, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> proposed a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme for fiber network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a>.  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split.  A Scheme Meeting was convened for the 10 September. </p>
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<div>
<p>On the 8 September OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super). The cash consideration - subject to allowing due diligence - was A$5.85/share, a 12.5% premium to Uniti's Scheme price. Uniti's Scheme Meeting was <a href="https://www.asx.com.au/asxpdf/20200909/pdf/44mg8hvv827pnk.pdf" target="_blank" rel="noopener">postponed</a>.</p>
<p>A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.</p>
<h3>The New News</h3>
<p>Yesterday Aware Super made an off-market takeover offer at <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292540-3A552328?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">$6.50/share</a>, including a fully-franked $0.10/share dividend. The Offer is subject to a minimum acceptance condition of 50.1% and no MACs. Uniti's Scheme Meeting to be held today was <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292668-3A552358?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">postponed</a>. </p>
<p>Uniti now has the right, but not the obligation, to counter a proposal during the next 3 business days - known as the matching rights process. </p>
<p>Uniti subsequently <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292991-3A552424?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">sent a letter</a> to OPC stating OPC is in breach of the Scheme Implementation Deed entered into on the <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02281004-3A550234?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 September</a>. OPC refuted the allegations and is staying the course on the matching rights process.</p>
<p>Currently trading marginally though terms.</p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


On the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) proposed a cash/scrip Offer by way of a Scheme for fiber network operator OptiComm Ltd (OPC AU).  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split.  A Scheme Meeting was convened for the 10 September. 


On the 8 September OPC announced it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super). The cash consideration - subject to allowing due diligence - was A$5.85/share, a 12.5% premium to Uniti's Scheme price. Uniti's Scheme Meeting was postponed.
A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.
The New News
Yesterday Aware Super made an off-market takeover offer at $6.50/share, including a fully-franked $0.10/share dividend. The Offer is subject to a minimum acceptance condition of 50.1% and no MACs. Uniti's Scheme Meeting to be held today was postponed. 
Uniti now has the right, but not the obligation, to counter a proposal during the next 3 business days - known as the matching rights process. 
Uniti subsequently sent a letter to OPC stating OPC is in breach of the Scheme Implementation Deed entered into on the 15 September. OPC refuted the allegations and is staying the course on the matching rights process.
Currently trading marginally though terms.


As always, more below the fold.


Last Week in Event SPACE: Vedanta, Cardinal Res., Japan Retail Fund, HSBC, Opticomm, Tiffany/LVMH

<div>
<p>Back on the 15 June, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> tabled a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme for fiber network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a>. </p>
<p>The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. This backed out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since OPC's listing in August last year.</p>
<div>
<p>OPC shareholders were afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. </p>
</div>
<p>The Offer appeared more than fair, and has largely traded around terms. The Scheme Booklet was registered with ASIC on the <a href="https://www.asx.com.au/asxpdf/20200807/pdf/44l9k22tlryt38.pdf" target="_blank" rel="noopener">7 August</a> and a Scheme Meeting convened for the 10 September. </p>
<p>But on the 28 August, OPC <a href="https://www.asx.com.au/asxpdf/20200828/pdf/44m0z124f38777.pdf" target="_blank" rel="noopener">responded</a> to media speculation regarding a  potential alternative suitor. OPC said it has not received any competing proposal, nor has it been made aware of interest from any other party.</p>
<h3>The New News</h3>
<p>OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> yesterday it had received a non-binding and conditional competing proposal, by way of a Scheme, from First State Superannuation (FSS). The cash consideration under this competing proposal - which is subject to allowing FSS due diligence - is A$5.85/share, a 12.5% premium to Uniti's Scheme price of A$5.20 under its all-cash consideration alternative (ignoring the potential scale-back).</p>
<p>Not surprisingly, the Scheme Meeting has been <a href="https://www.asx.com.au/asxpdf/20200909/pdf/44mg8hvv827pnk.pdf" target="_blank" rel="noopener">postponed</a>.</p>
<p>As always, more below the fold.</p>
</div>
<div>
<p></p>
</div>


Back on the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) tabled a cash/scrip Offer by way of a Scheme for fiber network operator OptiComm Ltd (OPC AU). 
The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. This backed out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since OPC's listing in August last year.

OPC shareholders were afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. 

The Offer appeared more than fair, and has largely traded around terms. The Scheme Booklet was registered with ASIC on the 7 August and a Scheme Meeting convened for the 10 September. 
But on the 28 August, OPC responded to media speculation regarding a  potential alternative suitor. OPC said it has not received any competing proposal, nor has it been made aware of interest from any other party.
The New News
OPC announced yesterday it had received a non-binding and conditional competing proposal, by way of a Scheme, from First State Superannuation (FSS). The cash consideration under this competing proposal - which is subject to allowing FSS due diligence - is A$5.85/share, a 12.5% premium to Uniti's Scheme price of A$5.20 under its all-cash consideration alternative (ignoring the potential scale-back).
Not surprisingly, the Scheme Meeting has been postponed.
As always, more below the fold.





OptiComm: First State Gatecrashes Uniti's Offer

<p>Fibre network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a> was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued this upward trajectory before closing at $5.02 last Friday.</p>
<p>Yesterday morning, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> tabled a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme, with a total consideration of A$5.20/share, including a $0.10/share fully franked dividend.</p>
<p>This backs out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since listing. </p>
<p>Shareholders are afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos.</p>
<p>Cash and scrip are capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. </p>
<p>Uniti will <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw4cmtnp435.pdf" target="_blank" rel="noopener">fund</a> the Scheme via a A$270mn entitlement Offer and a three-year A$150mn debt facility. The institutional component, comprising ~A$152mn, has successfully <a href="https://themarketherald.com.au/uniti-group-asxuwl-successfully-completes-152m-institutional-entitlement-offer-2020-06-16/" target="_blank" rel="noopener">completed</a>.</p>
<p>This aggressive tilt for OptiComm is the latest in a string of acquisitions from Uniti, which itself was listed in February last year.  I would take the Offer with a more cash-heavy component.</p>
<p>More below the fold.</p>

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued this upward trajectory before closing at $5.02 last Friday.
Yesterday morning, Adelaide-based outfit Uniti Group Ltd (UWL AU) tabled a cash/scrip Offer by way of a Scheme, with a total consideration of A$5.20/share, including a $0.10/share fully franked dividend.
This backs out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since listing. 
Shareholders are afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos.
Cash and scrip are capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. 
Uniti will fund the Scheme via a A$270mn entitlement Offer and a three-year A$150mn debt facility. The institutional component, comprising ~A$152mn, has successfully completed.
This aggressive tilt for OptiComm is the latest in a string of acquisitions from Uniti, which itself was listed in February last year.  I would take the Offer with a more cash-heavy component.
More below the fold.

Australia

Uniti Group Limited provides broadband solutions. The Company offers internet access and other related services. Uniti Group serves customers in Australia.

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Uniti Group Ltd (UWL AU)

OptiComm: Uniti Sees Aware And Raises

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OptiComm: Aware Super's Superior Optics

Expect Uniti to push Aware Super to bump at least one more time, before tendering its 19.5% stake in OPC. Uniti simply can’t compete with a big super.

David Blennerhassett

Last Week in Event SPACE: Vedanta, Cardinal Res., Japan Retail Fund, HSBC, Opticomm, Tiffany/LVMH

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David Blennerhassett

OptiComm: First State Gatecrashes Uniti's Offer

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued...

David Blennerhassett

Uniti/OptiComm: High-Fibre Diet

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued...

David Blennerhassett

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