Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>You might have to go all the back to <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a>'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.</li>
<li>Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like <a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China (410 HK)</a> and <a href="https://www.smartkarma.com/entities/china-traditional-chinese-medicine" target="_blank" data-smartkarma-citation="entities:351:1" rel="noopener">TCM (570 HK)</a>
</li>
<li>IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.</li>
</ul>


You might have to go all the back to Guoco Group Ltd (53 HK)'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.
Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like Soho China (410 HK) and TCM (570 HK)

IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.


Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

Equity Bottom-Up

<ul>
<li>Back in June 2017, <a href="https://www.smartkarma.com/entities/toray-industries-inc" target="_blank" data-smartkarma-citation="entities:625:1" rel="noopener">Toray Industries (3402 JP)</a> acquired a 28.03% stake in <a href="https://www.smartkarma.com/entities/pacific-textiles-holdings" target="_blank" data-smartkarma-citation="entities:12638:1" rel="noopener">Pacific Textiles (1382 HK)</a> (@ HK$10/share). Rumours that Toray would take this stake to 50% never unfolded.</li>
<li>Pacific Textiles is currently trading at HK$1.30/share, its lowest level outside of the GFC. </li>
<li>Relatively inexpensive, high digit yield and M&amp;A angle, Pacific Textiles remains attractive. This is supported by the recent Offer for <a href="https://www.smartkarma.com/entities/weiqiao-textile-co" target="_blank" data-smartkarma-citation="entities:3690:1" rel="noopener">Weiqiao (2698 HK)</a> and David Webb taking a 5% stake. </li>
</ul>


Back in June 2017, Toray Industries (3402 JP) acquired a 28.03% stake in Pacific Textiles (1382 HK) (@ HK$10/share). Rumours that Toray would take this stake to 50% never unfolded.
Pacific Textiles is currently trading at HK$1.30/share, its lowest level outside of the GFC. 
Relatively inexpensive, high digit yield and M&amp;A angle, Pacific Textiles remains attractive. This is supported by the recent Offer for Weiqiao (2698 HK) and David Webb taking a 5% stake. 


Pacific Textiles (1382 HK): Material Benefits

<ul>
<li>The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.</li>
<li>Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.</li>
<li>This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.</li>
</ul>


The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.
Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.
This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.


Cayman Islands: Headcount To Be Decapitated On 31 August

<ul>
<li>PRC department store play <a href="https://www.smartkarma.com/entities/golden-eagle-retail-group" target="_blank" data-smartkarma-citation="entities:470:1" rel="noopener">Golden Eagle (3308 HK)</a> has announced a privatisation offer, by way of a Scheme, at $6.88/share, a 40.41% premium to last close. The price is final.</li>
<li>The Offeror is the Wang family, Together with concert parties, they control 80.29%. 7.18% of the remaining 19.71% of the disinterested stakeholders have given an irrevocable. </li>
<li>Apart from shareholder approval, there are no key regulatory approvals to be obtained. </li>
</ul>


PRC department store play Golden Eagle (3308 HK) has announced a privatisation offer, by way of a Scheme, at $6.88/share, a 40.41% premium to last close. The price is final.
The Offeror is the Wang family, Together with concert parties, they control 80.29%. 7.18% of the remaining 19.71% of the disinterested stakeholders have given an irrevocable. 
Apart from shareholder approval, there are no key regulatory approvals to be obtained. 


Golden Eagle (3308 HK): Wang Family Delisting Offer

<ul>
<li>After shares gained 63% in the morning session of the 16 Feb, then subsequently suspended, Chu Hui, the chairman and major shareholder, has made his move on <a href="https://www.smartkarma.com/entities/jiangnan-group-ltd" target="_blank" data-smartkarma-citation="entities:9828:1" rel="noopener">Jiangnan (1366 HK)</a>.</li>
<li>Chu is offering HK$0.40/share by of a Scheme, a 12.68% premium to last close, but a whopping 83.49% over the last full trading day's closing price. This price is final.
</li>
<li>This is done. Expect payment around late July based on precedent Cayman-incorporated privatisations. </li>
</ul>


After shares gained 63% in the morning session of the 16 Feb, then subsequently suspended, Chu Hui, the chairman and major shareholder, has made his move on Jiangnan (1366 HK).
Chu is offering HK$0.40/share by of a Scheme, a 12.68% premium to last close, but a whopping 83.49% over the last full trading day's closing price. This price is final.

This is done. Expect payment around late July based on precedent Cayman-incorporated privatisations. 


This Is Done. Chu's Offer For Jiangnan (1366 HK)

Hong Kong

Yorkey Optical International Cayman Ltd. manufactures plastic and metal parts and components of optical and optoelectronic products.  The Company produces parts for copiers, computer peripherals, handsets, film cameras, and other products.

Yorkey Optical International Cayman (2788 HK)

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Yorkey Optical International Cayman (2788 HK)

Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

PE and/or a VC outfit blocking deals are rare. Which may suggest LVC doesn't want that moniker. You could therefore, extrapolate that line of...

David Blennerhassett

Pacific Textiles (1382 HK): Material Benefits

The key factors which made Pacific Textiles attractive previously (value, solid dividend, M&A angle) remain intact. If small-cap names are your...

David Blennerhassett

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

Golden Eagle (3308 HK): Wang Family Delisting Offer

Assuming there is enough here for the deal to get up, and assuming payment around the middle of September, I'd pay up to HK$6.61/share, or ~15%...

David Blennerhassett

This Is Done. Chu's Offer For Jiangnan (1366 HK)

This is done. This is a full price. No competing Offer will emerge. Buy around HK$0.38-HK$0.385 or a gross/annualised of 5.3%/13.1%-3.9%/9.6%,...

David Blennerhassett

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