Category

Energy & Materials Sector

Brief Energy: China Three Gorges’ Rebuttable Presumption and more

By | Energy & Materials Sector

In this briefing:

  1. China Three Gorges’ Rebuttable Presumption
  2. Yinson Tenders a Lifeboat for Ezion
  3. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course
  4. China Power New Energy To Be Delisted After SOE Injection Abandoned
  5. New J Hutton – Exploration Report (Weeks Ending 22/03/19)

1. China Three Gorges’ Rebuttable Presumption

In my initial insight on China Power New Energy Development Co (735 HK, “CPNED”)‘s privatisation by China Power New Energy Limited (the Offeror) by way of a Scheme, I concluded China Three Gorges, CPNED’s largest shareholder with 27.10%, will likely be required to abstain at the Court Meeting as it is presumed to be a connected party to the Offeror as per the Takeovers Code.

But the announcement states that CTG has given an irrevocable undertaking to vote for the Scheme and to elect the share alternative.

It seems illogical to mention in the irrevocable CTG will vote for the Scheme when in actuality it cannot vote. So, which one is it?

The short answer is: CTG cannot currently vote. 

But understanding this requires diving into the minutiae of Hong Kong’s Takeovers Code. So I do.

2. Yinson Tenders a Lifeboat for Ezion

Price

Long-suffering lifeboat market play Ezion Holdings (EZI SP) has received a bail-out from Malaysia’s Yinson Holdings (YNS MK).

Yinson’s proposal is two-fold:

  1. A conditional debt conversion agreement to capitalise all of the “relevant debt” of US$916mn via the allotment and issue of up to approximately 22,573,570,909 new ordinary shares of Ezion at an issue price of S$0.055/share (27.9% premium to last close).
  2. A conditional option agreement for the proposed grant by Ezion of 3,360,495,867 non-listed and transferable share options to Yinson at the exercise price of S$0.0605 per option Share. 

This shareholder structure will take the following shape, with Yinson holding 85.9% of shares out after the conversion and 87.5% after both the conversion and the exercise of the share options.

Current
Holding

After
Conversion

After Conversion
& Options

Current shares out3,728100%3,72814% 3,72813%
Debt conversion0% 22,57486% 22,57476%
Option shares0%0% 3,36011%
Total shares (mn)3,72826,302 29,662

However … as per the more detailed Bursa announcement:

It is the intention of YEPL (wholly-owned sub of Yinson) to acquire up to US$916mn of the Relevant Debts for a consideration to be agreed with the Designated Lenders. Tentatively, YHB (Yinson) expected its cash outlay shall be in the region of USD200mn and some EHL (Ezion) Shares that will give YEPL a shareholding of not less than 70% in EHL at the point of the completion of the Proposed Debt conversion and Subscription. In any event, assuming all convertible securities of EHL are converted, YHB expects its eventual shareholding in EHL shall be a controlling stake of at least 51%.

Ezion is also in negotiation with the major secured lenders to restructure its existing debts which would result in the conversion of certain debts to redeemable convertible preferences shares to be issued by Ezion.


As this is effectively a hybrid takeover, there exist a number of conditions required to complete this proposal. Of importance is the waiver from the Securities Industry Council of Singapore for Yinson not to make a mandatory general offer for Ezion under Rule 14.1 of the Takeover Code, as the share subscription takes Yinson’s stake >30%.

Conditions of the Debt Conversion/Proposed Subscription and Share Options

For the Debt Conversion & Subscription
ConditionsSatisfactory due diligence by Yinson.
Waiver from SIC not to make a MGO.
Independent shareholders of Ezion approving the whitewash waiver. Simple majority vote.
The approval by Ezion shareholders for the allotment and issue of the subscription shares. Simple majority vote.
OtherThe long stop date is 6 months from the conditional debt conversion agreement (31 March 2019).
For the Share Options
ConditionsThe approval by Ezion shareholders for the option shares. Simple majority vote.
OtherThe long stop date is 6 months from the conditional option agreement (31 March 2019).
The exercise period is five years from the issuance of the options.
Gross proceeds will be S$203mn assuming full exercise. To be applied to business expansion or new business opportunities
Inter-conditionalityThe grant of options is conditional upon and shall take place simultaneously with the debt conversion and subscription

On Ezion

Ezion develops, owns, and charters offshore assets to support offshore energy markets, via three key segments:

  • Lifeboats/liftboats – these are self-propelled rigs involved in the production and maintenance of the O&G and windfarm industry. This segment accounted for 57.9% of revenue in FY18.
  • Jack-up rigs – engaged in non-self propelled rigs involved in the production and maintenance of the O&G and windfarm industry. The segment accounted for 34.1% of revenue in FY18.
  • And offshore support logistic services, accounting for 7.5% of revenue in FYT18.

Ezion is primarily Asian focused with revenue split between Singapore, India, and the rest of Asia as to 8%, 5.3% and 54%. The Middle East and Africa account for 15.6% and 15.2% respectively.

Fundamentals

US$mn

FY16

FY17

FY18

Revenues
Liftboats1279669
Jack-Up Rigs1587641
Offshore Support Logistic Services33209
Others111
Total Revenue318193119
EBITDA
Liftboats776821
Jack-Up Rigs1126016
Offshore Support Logistic Services2216(1)
Others111
Total EBITDA21214437
NPBT
Liftboats62(16)(54)
Jack-Up Rigs(54)(745)(297)
Offshore Support Logistic Services(13)(156)(53)
Others117
Unallocated Expenses(24)(82)94
Total NPBT(29)(999)(303)
Assets
Liftboats811772807
Jack-Up Rigs1,382556226
Offshore Support Logistic Services415315119
Others798132
Unallocated Assets16570108
Total assets2,8511,7941,291
Total equity1,315305(255)
Net debt1,2821,3581,358
Source: CapIQ
  • Revenue declined by US$125mn in FY17 due to a reduction in charter rates and delays in re-deployment of the Ezion’s liftboats due to working capital constraints. The loss before tax was exacerbated by impairment losses totalling US$897mn.
  • Revenue declined by US$74mn in FY17 due to a drop in the utilisation rates of liftboats and jack-up rigs. FY18 also saw an increase in impairments loses of US$84.5mn, while loses in associate and jointly controlled entities increased to US$39mn in FY18 from US$16mn in FY17.

Effect on NTA from the conversion/options

Assuming the subscription and options were completed on 31 December 2018, the effects of the Ezion’s NTL/NTA per share would be as follows: 

Before subscription
and options

After subscription
and options

(NTL)/NTA (US$mn)
(254.7)
811.2
(NTL)/NTA per share (US$)
(0.0687)
0.0274

Peer Comparisons

Trading Comps

Mkt Cap (SGDm)

PER 

PBV

EV/EBITDA

Yinson Holdings Berhad
1,647
21.7x
1.5x
9.1x
ASL Marine Holdings Ltd.
33
NM
0.1x
15.3x
Dyna-Mac Holdings Limited
105
69.6x
1.0x
10.5x
Mermaid Maritime Public Company
113
NM
0.3x
-10.3x
Nam Cheong Limited
57
0.1x
NM
11.1x
China Oilfield Services Limited
7,230
1067.0x
1.0x
11.2x
Aban Offshore Limited
67
NM
17.7x
27.2x
Max
7,230
1067.0x
17.7x
27.2x
Median
105
45.7x
1.0x
11.1x
Min 
33
0.1x
0.1x
-10.3x
Mean
1,322
289.6x
3.6x
10.6x
Ezion Holdings Limited
Market Cap (SGDm)
PER 
PBV
EV/EBITDA
Current Price SGD 0.04
160
NM
NM
-5.8x
Source: CapIQ

Substantial Shareholders of Ezion

Shares (mn)

%

Chan Fooi Peng
184.7
5.0
Chew Thiam Peng (CEO)
190.3
5.1

3. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course

Screen%20shot%202019 03 31%20at%204.07.46%20pm

After a lacklustre week of range-bound trading, crude ended higher on Friday, though well off its session highs. 

Crude was buoyed by strong investor cheer, which prompted an across-the-globe rally in the stock markets. The burst of euphoria was prompted by promising signs from the just-concluded high-level trade negotiations between the US and China in Beijing, though arguably throwing caution to the winds.

The American president fired his second tweet of the year at OPEC on Thursday. It was “very important that OPEC increase the flow of oil,” he said, because the price of oil was “getting too high.” The producers as well as market participants decided not to heed this time.

However, the pressure from Donald Trump is bound to intensify if Brent sustains a rally above $70, and OPEC and its Saudi leadership will not be able to continue ignoring it.

Aramco agreeing with the Public Investment Fund to buy 70% of petrochemicals giant Saudi Basic Industries Corp (SABIC AB) for $69.1 billion marks a new era for the companies. However, it does not mean that the Aramco IPO would be shelved, and directly or indirectly, we don’t expect it to derail Saudi Arabia’s strategy of actively managing oil supply through OPEC.

Our chart of the week shows that speculative bets on a price rally continue to return to Brent and WTI futures, but cautiously.

4. China Power New Energy To Be Delisted After SOE Injection Abandoned

Price

SOE State Power Investment Corporation (SPIC) is seeking to privatise China Power New Energy Development Co (735 HK) by way of a Scheme at $5.45/share, a 41.9% premium to last close and a 78.1% premium to the 30-day average.

A scrip alternative (6 New shares for one Scheme shares) into an unlisted vehicle under SPIC is also available.

China Three Gorges, CPNED’s largest shareholder with 27.10%, have given an irrevocable undertaking to vote for the Scheme and to elect the share alternative.

However, China Three Gorges is presumably required to abstain from voting at the court meeting, as it is deemed to be acting in concert with the SPIC under class (1) of the definition of the acting in concert in the Takeovers Code. The announcement does not make this clear.

Assuming China Three Gorges does abstain, a 10% blocking stake at the court meeting is equivalent to 4.48% of shares out or 53mn shares.

This looks like a pretty clean deal. It is priced above the highest close since its listing by way of introduction on the 18 July 2017, while the excitement over the potential injection of all nuclear power assets and businesses from State Nuclear Power Technology Company has been removed after the restructuring was cancelled in July last year.

The stock is currently trading at an attractive gross/annualised spread of 8.3%/28.9% conservatively assuming a late July completion, and inclusive of the final dividend. 

5. New J Hutton – Exploration Report (Weeks Ending 22/03/19)

Figure%205

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Brief Energy: Weekly Oil Views: OPEC Shrugs off Trump’s “Take It Easy” Tweet, but Crude Complies and more

By | Energy & Materials Sector

In this briefing:

  1. Weekly Oil Views: OPEC Shrugs off Trump’s “Take It Easy” Tweet, but Crude Complies

1. Weekly Oil Views: OPEC Shrugs off Trump’s “Take It Easy” Tweet, but Crude Complies

Screen%20shot%202019 03 03%20at%201.23.07%20pm

As stock-market watchers begin to pick “resistance levels” for benchmark equity indexes that have been steadily heading north amid optimism over a US-China trade deal, we wonder if Trump and his tweets are the barrier point for crude’s rally.

And if they are, what might the US president’s “pain threshold” be? For his latest shot across OPEC’s bow, it appeared to be Brent touching a three-month high just above $67/barrel.

OPEC shrugged off Trump’s gentle warning. Saudi Energy Minister and de facto leader of the oil exporters’ group, Khalid al-Falih, appeared smiling and relaxed when asked about Trump’s tweet in a CNBC interview. OPEC was indeed “taking it easy,” he said. The group and its non-OPEC collaborators were determined to rebalance the markets, but with a “very slow and measured approach,” Al-Falih said.

We believe OPEC will be careful not to over-tighten the market this time around. Perhaps Trump was being over-cautious. If a US-China trade deal is signed in the next few weeks (that may happen on March 27, The Wall Street Journal reported on Monday), global stock markets could rally further. But they will not take crude along for the entire ride.

Our Chart of the Week shows that the rebound of the past two months in global equities has already left crude’s recovery far behind. The divergence should not come as a surprise. Crude may have already priced in most of the economic impetus of a US-China trade rapprochement. Unlike the MSCI global stock market index, which is closing in on its early-October levels (before the start of the financial markets turmoil), crude is highly unlikely to get within sight of the four-year highs it touched on October 3, shortly before it hit the skids.

Get Straight to the Source on Smartkarma

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Brief Energy: Yinson Tenders a Lifeboat for Ezion and more

By | Energy & Materials Sector

In this briefing:

  1. Yinson Tenders a Lifeboat for Ezion
  2. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course
  3. China Power New Energy To Be Delisted After SOE Injection Abandoned
  4. New J Hutton – Exploration Report (Weeks Ending 22/03/19)
  5. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score

1. Yinson Tenders a Lifeboat for Ezion

Price

Long-suffering lifeboat market play Ezion Holdings (EZI SP) has received a bail-out from Malaysia’s Yinson Holdings (YNS MK).

Yinson’s proposal is two-fold:

  1. A conditional debt conversion agreement to capitalise all of the “relevant debt” of US$916mn via the allotment and issue of up to approximately 22,573,570,909 new ordinary shares of Ezion at an issue price of S$0.055/share (27.9% premium to last close).
  2. A conditional option agreement for the proposed grant by Ezion of 3,360,495,867 non-listed and transferable share options to Yinson at the exercise price of S$0.0605 per option Share. 

This shareholder structure will take the following shape, with Yinson holding 85.9% of shares out after the conversion and 87.5% after both the conversion and the exercise of the share options.

Current
Holding

After
Conversion

After Conversion
& Options

Current shares out3,728100%3,72814% 3,72813%
Debt conversion0% 22,57486% 22,57476%
Option shares0%0% 3,36011%
Total shares (mn)3,72826,302 29,662

However … as per the more detailed Bursa announcement:

It is the intention of YEPL (wholly-owned sub of Yinson) to acquire up to US$916mn of the Relevant Debts for a consideration to be agreed with the Designated Lenders. Tentatively, YHB (Yinson) expected its cash outlay shall be in the region of USD200mn and some EHL (Ezion) Shares that will give YEPL a shareholding of not less than 70% in EHL at the point of the completion of the Proposed Debt conversion and Subscription. In any event, assuming all convertible securities of EHL are converted, YHB expects its eventual shareholding in EHL shall be a controlling stake of at least 51%.

Ezion is also in negotiation with the major secured lenders to restructure its existing debts which would result in the conversion of certain debts to redeemable convertible preferences shares to be issued by Ezion.


As this is effectively a hybrid takeover, there exist a number of conditions required to complete this proposal. Of importance is the waiver from the Securities Industry Council of Singapore for Yinson not to make a mandatory general offer for Ezion under Rule 14.1 of the Takeover Code, as the share subscription takes Yinson’s stake >30%.

Conditions of the Debt Conversion/Proposed Subscription and Share Options

For the Debt Conversion & Subscription
ConditionsSatisfactory due diligence by Yinson.
Waiver from SIC not to make a MGO.
Independent shareholders of Ezion approving the whitewash waiver. Simple majority vote.
The approval by Ezion shareholders for the allotment and issue of the subscription shares. Simple majority vote.
OtherThe long stop date is 6 months from the conditional debt conversion agreement (31 March 2019).
For the Share Options
ConditionsThe approval by Ezion shareholders for the option shares. Simple majority vote.
OtherThe long stop date is 6 months from the conditional option agreement (31 March 2019).
The exercise period is five years from the issuance of the options.
Gross proceeds will be S$203mn assuming full exercise. To be applied to business expansion or new business opportunities
Inter-conditionalityThe grant of options is conditional upon and shall take place simultaneously with the debt conversion and subscription

On Ezion

Ezion develops, owns, and charters offshore assets to support offshore energy markets, via three key segments:

  • Lifeboats/liftboats – these are self-propelled rigs involved in the production and maintenance of the O&G and windfarm industry. This segment accounted for 57.9% of revenue in FY18.
  • Jack-up rigs – engaged in non-self propelled rigs involved in the production and maintenance of the O&G and windfarm industry. The segment accounted for 34.1% of revenue in FY18.
  • And offshore support logistic services, accounting for 7.5% of revenue in FYT18.

Ezion is primarily Asian focused with revenue split between Singapore, India, and the rest of Asia as to 8%, 5.3% and 54%. The Middle East and Africa account for 15.6% and 15.2% respectively.

Fundamentals

US$mn

FY16

FY17

FY18

Revenues
Liftboats1279669
Jack-Up Rigs1587641
Offshore Support Logistic Services33209
Others111
Total Revenue318193119
EBITDA
Liftboats776821
Jack-Up Rigs1126016
Offshore Support Logistic Services2216(1)
Others111
Total EBITDA21214437
NPBT
Liftboats62(16)(54)
Jack-Up Rigs(54)(745)(297)
Offshore Support Logistic Services(13)(156)(53)
Others117
Unallocated Expenses(24)(82)94
Total NPBT(29)(999)(303)
Assets
Liftboats811772807
Jack-Up Rigs1,382556226
Offshore Support Logistic Services415315119
Others798132
Unallocated Assets16570108
Total assets2,8511,7941,291
Total equity1,315305(255)
Net debt1,2821,3581,358
Source: CapIQ
  • Revenue declined by US$125mn in FY17 due to a reduction in charter rates and delays in re-deployment of the Ezion’s liftboats due to working capital constraints. The loss before tax was exacerbated by impairment losses totalling US$897mn.
  • Revenue declined by US$74mn in FY17 due to a drop in the utilisation rates of liftboats and jack-up rigs. FY18 also saw an increase in impairments loses of US$84.5mn, while loses in associate and jointly controlled entities increased to US$39mn in FY18 from US$16mn in FY17.

Effect on NTA from the conversion/options

Assuming the subscription and options were completed on 31 December 2018, the effects of the Ezion’s NTL/NTA per share would be as follows: 

Before subscription
and options

After subscription
and options

(NTL)/NTA (US$mn)
(254.7)
811.2
(NTL)/NTA per share (US$)
(0.0687)
0.0274

Peer Comparisons

Trading Comps

Mkt Cap (SGDm)

PER 

PBV

EV/EBITDA

Yinson Holdings Berhad
1,647
21.7x
1.5x
9.1x
ASL Marine Holdings Ltd.
33
NM
0.1x
15.3x
Dyna-Mac Holdings Limited
105
69.6x
1.0x
10.5x
Mermaid Maritime Public Company
113
NM
0.3x
-10.3x
Nam Cheong Limited
57
0.1x
NM
11.1x
China Oilfield Services Limited
7,230
1067.0x
1.0x
11.2x
Aban Offshore Limited
67
NM
17.7x
27.2x
Max
7,230
1067.0x
17.7x
27.2x
Median
105
45.7x
1.0x
11.1x
Min 
33
0.1x
0.1x
-10.3x
Mean
1,322
289.6x
3.6x
10.6x
Ezion Holdings Limited
Market Cap (SGDm)
PER 
PBV
EV/EBITDA
Current Price SGD 0.04
160
NM
NM
-5.8x
Source: CapIQ

Substantial Shareholders of Ezion

Shares (mn)

%

Chan Fooi Peng
184.7
5.0
Chew Thiam Peng (CEO)
190.3
5.1

2. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course

Screen%20shot%202019 03 31%20at%204.07.46%20pm

After a lacklustre week of range-bound trading, crude ended higher on Friday, though well off its session highs. 

Crude was buoyed by strong investor cheer, which prompted an across-the-globe rally in the stock markets. The burst of euphoria was prompted by promising signs from the just-concluded high-level trade negotiations between the US and China in Beijing, though arguably throwing caution to the winds.

The American president fired his second tweet of the year at OPEC on Thursday. It was “very important that OPEC increase the flow of oil,” he said, because the price of oil was “getting too high.” The producers as well as market participants decided not to heed this time.

However, the pressure from Donald Trump is bound to intensify if Brent sustains a rally above $70, and OPEC and its Saudi leadership will not be able to continue ignoring it.

Aramco agreeing with the Public Investment Fund to buy 70% of petrochemicals giant Saudi Basic Industries Corp (SABIC AB) for $69.1 billion marks a new era for the companies. However, it does not mean that the Aramco IPO would be shelved, and directly or indirectly, we don’t expect it to derail Saudi Arabia’s strategy of actively managing oil supply through OPEC.

Our chart of the week shows that speculative bets on a price rally continue to return to Brent and WTI futures, but cautiously.

3. China Power New Energy To Be Delisted After SOE Injection Abandoned

Price

SOE State Power Investment Corporation (SPIC) is seeking to privatise China Power New Energy Development Co (735 HK) by way of a Scheme at $5.45/share, a 41.9% premium to last close and a 78.1% premium to the 30-day average.

A scrip alternative (6 New shares for one Scheme shares) into an unlisted vehicle under SPIC is also available.

China Three Gorges, CPNED’s largest shareholder with 27.10%, have given an irrevocable undertaking to vote for the Scheme and to elect the share alternative.

However, China Three Gorges is presumably required to abstain from voting at the court meeting, as it is deemed to be acting in concert with the SPIC under class (1) of the definition of the acting in concert in the Takeovers Code. The announcement does not make this clear.

Assuming China Three Gorges does abstain, a 10% blocking stake at the court meeting is equivalent to 4.48% of shares out or 53mn shares.

This looks like a pretty clean deal. It is priced above the highest close since its listing by way of introduction on the 18 July 2017, while the excitement over the potential injection of all nuclear power assets and businesses from State Nuclear Power Technology Company has been removed after the restructuring was cancelled in July last year.

The stock is currently trading at an attractive gross/annualised spread of 8.3%/28.9% conservatively assuming a late July completion, and inclusive of the final dividend. 

4. New J Hutton – Exploration Report (Weeks Ending 22/03/19)

Figure%205

5. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score

  • Our proprietary corporate governance scoring system now covers over 1,800 stocks including 70 Electricity, Alternative Energy, Distribution, Water and Utilities companies in Emerging Markets.
  • This report includes the Energy and Utilities names currently under coverage.
    The lowest score in this group is Korea Gas (44/100).
  • We have found that scores below 50/100 indicate poor corporate governance and higher risk of fraud.
  • Korean companies often have lower scores as a result of a lack of board independence and convoluted corporate structure.
  • Of the groupings presented here Alternative Energy has the highest average score at 64/100.
    We welcome requests from clients of names they want to see added to the universe.

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Energy: Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course and more

By | Energy & Materials Sector

In this briefing:

  1. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course
  2. China Power New Energy To Be Delisted After SOE Injection Abandoned
  3. New J Hutton – Exploration Report (Weeks Ending 22/03/19)
  4. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score
  5. Kazakhstan: Nazarbayev Surrendering Title, Not Power

1. Weekly Oil Views: Crude’s Cursory Nod to US-China Deal Optimism Is Par for the Course

Screen%20shot%202019 03 31%20at%204.07.46%20pm

After a lacklustre week of range-bound trading, crude ended higher on Friday, though well off its session highs. 

Crude was buoyed by strong investor cheer, which prompted an across-the-globe rally in the stock markets. The burst of euphoria was prompted by promising signs from the just-concluded high-level trade negotiations between the US and China in Beijing, though arguably throwing caution to the winds.

The American president fired his second tweet of the year at OPEC on Thursday. It was “very important that OPEC increase the flow of oil,” he said, because the price of oil was “getting too high.” The producers as well as market participants decided not to heed this time.

However, the pressure from Donald Trump is bound to intensify if Brent sustains a rally above $70, and OPEC and its Saudi leadership will not be able to continue ignoring it.

Aramco agreeing with the Public Investment Fund to buy 70% of petrochemicals giant Saudi Basic Industries Corp (SABIC AB) for $69.1 billion marks a new era for the companies. However, it does not mean that the Aramco IPO would be shelved, and directly or indirectly, we don’t expect it to derail Saudi Arabia’s strategy of actively managing oil supply through OPEC.

Our chart of the week shows that speculative bets on a price rally continue to return to Brent and WTI futures, but cautiously.

2. China Power New Energy To Be Delisted After SOE Injection Abandoned

Price

SOE State Power Investment Corporation (SPIC) is seeking to privatise China Power New Energy Development Co (735 HK) by way of a Scheme at $5.45/share, a 41.9% premium to last close and a 78.1% premium to the 30-day average.

A scrip alternative (6 New shares for one Scheme shares) into an unlisted vehicle under SPIC is also available.

China Three Gorges, CPNED’s largest shareholder with 27.10%, have given an irrevocable undertaking to vote for the Scheme and to elect the share alternative.

However, China Three Gorges is presumably required to abstain from voting at the court meeting, as it is deemed to be acting in concert with the SPIC under class (1) of the definition of the acting in concert in the Takeovers Code. The announcement does not make this clear.

Assuming China Three Gorges does abstain, a 10% blocking stake at the court meeting is equivalent to 4.48% of shares out or 53mn shares.

This looks like a pretty clean deal. It is priced above the highest close since its listing by way of introduction on the 18 July 2017, while the excitement over the potential injection of all nuclear power assets and businesses from State Nuclear Power Technology Company has been removed after the restructuring was cancelled in July last year.

The stock is currently trading at an attractive gross/annualised spread of 8.3%/28.9% conservatively assuming a late July completion, and inclusive of the final dividend. 

3. New J Hutton – Exploration Report (Weeks Ending 22/03/19)

Figure%205

4. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score

  • Our proprietary corporate governance scoring system now covers over 1,800 stocks including 70 Electricity, Alternative Energy, Distribution, Water and Utilities companies in Emerging Markets.
  • This report includes the Energy and Utilities names currently under coverage.
    The lowest score in this group is Korea Gas (44/100).
  • We have found that scores below 50/100 indicate poor corporate governance and higher risk of fraud.
  • Korean companies often have lower scores as a result of a lack of board independence and convoluted corporate structure.
  • Of the groupings presented here Alternative Energy has the highest average score at 64/100.
    We welcome requests from clients of names they want to see added to the universe.

5. Kazakhstan: Nazarbayev Surrendering Title, Not Power

By transferring his presidential powers to the Senate Speaker, President Nursultan Nazarbayev has not retired from politics. He has remained an official “Leader of the Nation” and retained a tight grip of Kazakhstan’s foreign and domestic policy. His recent announcements have signalled a tilt towards increased social spending. The reshuffle at the helm of the NBK signals that the regulator is far from achieving full independence. Furthermore, there are signs of increasing pressure on the central bank to provide long-term funding to the economy, which we find worrying.

Get Straight to the Source on Smartkarma

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Brief Energy: Weekly Oil Views: Crude Eyes Tightening Supply but in the Shadow of Gloom and more

By | Energy & Materials Sector

In this briefing:

  1. Weekly Oil Views: Crude Eyes Tightening Supply but in the Shadow of Gloom
  2. Xinyi Solar Placement – Past Deals Have Done Well, Improvement in Sentiment Should Help
  3. Korea M&A Spotlight: POSCO or SK to Acquire KCFT for About 1 Trillion Won?
  4. Weekly Oil Views: OPEC Shrugs off Trump’s “Take It Easy” Tweet, but Crude Complies

1. Weekly Oil Views: Crude Eyes Tightening Supply but in the Shadow of Gloom

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Crude has been gradually reconnecting with its supply-demand fundamentals, and the impact of highly disciplined OPEC cuts just two months into the group’s production restraint deal is becoming evident in relatively stable prices. Through much of last week, crude prices firmed and stood their ground even as global stock markets were skidding.

However, oil is not completely out of the shadows of the global economic sentiment. Crude prices were whiplashed last Friday along with the equity markets as a fresh wave of gloom and doom from the European Central Bank’s downward revision of eurozone growth projections rattled investors. Earlier in the week, China set off fresh alarm bells, by officially revising down its 2019 GDP growth target to 6-6.5%, while Premier Li Keqiang warned that the country’s economy faced a “tough struggle” ahead.

Nonetheless, benchmark Brent and WTI  crude futures resisted the lows plumbed during intraday trading Friday, to close marginally higher on the week. While global oil demand growth forecasts remain tentative, supply fundamentals are clearly firming. Output from 11 of OPEC’s 14 members that agreed to collectively curb output by around 812,000 b/d starting January this year almost reached 100% of the target in February.

The race to the compliance finish line was helped by Saudi Arabia, which is slashing its output way beyond its commitment. Meanwhile, the three OPEC members exempted from the latest round of production cuts — Iran, Libya and Venezuela — are also under-delivering. That amounted to OPEC-14 production plunging by around 1.7 million b/d compared with the high of last October.

OPEC will need to be careful not to over-tighten the market, as happened through the first half of last year. We believe the group will be cautious on that front, given its experience of 2018, when it was forced to make two policy U-turns in the space of six months. 

2. Xinyi Solar Placement – Past Deals Have Done Well, Improvement in Sentiment Should Help

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Xinyi Solar Holdings (968 HK) is looking to raise about US$170m in its top-up placement with an upsize option of 225m shares.

The deal scored well on our framework owing to its good track record, strong earnings and price momentum. The company’s 2H 2018 result had marginally beaten estimates while the news of China potentially reversing its effort to reduce solar subsidy has helped improve the overall sentiment of Xinyi Solar. On top of that, the past deals have generally done well.

3. Korea M&A Spotlight: POSCO or SK to Acquire KCFT for About 1 Trillion Won?

Posco

It was reported in numerous local Korean media yesterday that POSCO (005490 KS) and SK Group are leading contenders to acquire a Korean company called KCFT (KCF Technology) for about 1 trillion won. KCFT specializes in making copper foil and thin film products, especially for the lithium ion batteries sector. KCFT’s major customers include Samsung SDI, LG Chem, NEC, and Panasonic. 

The KKR private equity firm is the seller of KCFT. In February 2018, KKR acquired a 100% stake of LS Mtron’s copper foil and thin film business for 300 billion won and after this acquisition, renamed it KCFT. It has been reported that should these groups (POSCO or SK) low bid for KCFT, KKR may opt for an IPO of KCFT instead. 

If POSCO is able to acquire KCFT, this should help to accelerate the POSCO Group’s expansion of the rechargeable battery related materials business and enhance its vertical integration of this business. If the deal gets completed at about 1 trillion won, this would represent a P/S of about 3.3x and P/E of about 25x, using 2018 figures. 

4. Weekly Oil Views: OPEC Shrugs off Trump’s “Take It Easy” Tweet, but Crude Complies

Screen%20shot%202019 03 03%20at%201.23.07%20pm

As stock-market watchers begin to pick “resistance levels” for benchmark equity indexes that have been steadily heading north amid optimism over a US-China trade deal, we wonder if Trump and his tweets are the barrier point for crude’s rally.

And if they are, what might the US president’s “pain threshold” be? For his latest shot across OPEC’s bow, it appeared to be Brent touching a three-month high just above $67/barrel.

OPEC shrugged off Trump’s gentle warning. Saudi Energy Minister and de facto leader of the oil exporters’ group, Khalid al-Falih, appeared smiling and relaxed when asked about Trump’s tweet in a CNBC interview. OPEC was indeed “taking it easy,” he said. The group and its non-OPEC collaborators were determined to rebalance the markets, but with a “very slow and measured approach,” Al-Falih said.

We believe OPEC will be careful not to over-tighten the market this time around. Perhaps Trump was being over-cautious. If a US-China trade deal is signed in the next few weeks (that may happen on March 27, The Wall Street Journal reported on Monday), global stock markets could rally further. But they will not take crude along for the entire ride.

Our Chart of the Week shows that the rebound of the past two months in global equities has already left crude’s recovery far behind. The divergence should not come as a surprise. Crude may have already priced in most of the economic impetus of a US-China trade rapprochement. Unlike the MSCI global stock market index, which is closing in on its early-October levels (before the start of the financial markets turmoil), crude is highly unlikely to get within sight of the four-year highs it touched on October 3, shortly before it hit the skids.

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Brief Energy: China Risun (中国旭阳) IPO Quick Note: Past the Peak of Coking Cycle and more

By | Energy & Materials Sector

In this briefing:

  1. China Risun (中国旭阳) IPO Quick Note: Past the Peak of Coking Cycle

1. China Risun (中国旭阳) IPO Quick Note: Past the Peak of Coking Cycle

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China Risun, a leading coking coal refining player in China, is seeking up to USD 243 million via a listing in Hong Kong. In this insight, we will discuss the following topics:

  • Company’s business and the value chain of coking coal
  • Industry backdrop of the coking coal processing industry in China
  • Shareholders and investors
  • Thoughts on valuation

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Brief Energy: China Power New Energy To Be Delisted After SOE Injection Abandoned and more

By | Energy & Materials Sector

In this briefing:

  1. China Power New Energy To Be Delisted After SOE Injection Abandoned
  2. New J Hutton – Exploration Report (Weeks Ending 22/03/19)
  3. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score
  4. Kazakhstan: Nazarbayev Surrendering Title, Not Power
  5. Weekly Oil Views: Another Crude Rally Fails to Stick as Technicals Signal a Pivot Point

1. China Power New Energy To Be Delisted After SOE Injection Abandoned

Price

SOE State Power Investment Corporation (SPIC) is seeking to privatise China Power New Energy Development Co (735 HK) by way of a Scheme at $5.45/share, a 41.9% premium to last close and a 78.1% premium to the 30-day average.

A scrip alternative (6 New shares for one Scheme shares) into an unlisted vehicle under SPIC is also available.

China Three Gorges, CPNED’s largest shareholder with 27.10%, have given an irrevocable undertaking to vote for the Scheme and to elect the share alternative.

However, China Three Gorges is presumably required to abstain from voting at the court meeting, as it is deemed to be acting in concert with the SPIC under class (1) of the definition of the acting in concert in the Takeovers Code. The announcement does not make this clear.

Assuming China Three Gorges does abstain, a 10% blocking stake at the court meeting is equivalent to 4.48% of shares out or 53mn shares.

This looks like a pretty clean deal. It is priced above the highest close since its listing by way of introduction on the 18 July 2017, while the excitement over the potential injection of all nuclear power assets and businesses from State Nuclear Power Technology Company has been removed after the restructuring was cancelled in July last year.

The stock is currently trading at an attractive gross/annualised spread of 8.3%/28.9% conservatively assuming a late July completion, and inclusive of the final dividend. 

2. New J Hutton – Exploration Report (Weeks Ending 22/03/19)

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3. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score

  • Our proprietary corporate governance scoring system now covers over 1,800 stocks including 70 Electricity, Alternative Energy, Distribution, Water and Utilities companies in Emerging Markets.
  • This report includes the Energy and Utilities names currently under coverage.
    The lowest score in this group is Korea Gas (44/100).
  • We have found that scores below 50/100 indicate poor corporate governance and higher risk of fraud.
  • Korean companies often have lower scores as a result of a lack of board independence and convoluted corporate structure.
  • Of the groupings presented here Alternative Energy has the highest average score at 64/100.
    We welcome requests from clients of names they want to see added to the universe.

4. Kazakhstan: Nazarbayev Surrendering Title, Not Power

By transferring his presidential powers to the Senate Speaker, President Nursultan Nazarbayev has not retired from politics. He has remained an official “Leader of the Nation” and retained a tight grip of Kazakhstan’s foreign and domestic policy. His recent announcements have signalled a tilt towards increased social spending. The reshuffle at the helm of the NBK signals that the regulator is far from achieving full independence. Furthermore, there are signs of increasing pressure on the central bank to provide long-term funding to the economy, which we find worrying.

5. Weekly Oil Views: Another Crude Rally Fails to Stick as Technicals Signal a Pivot Point

Screen%20shot%202019 03 24%20at%205.19.04%20pm

Oil remains in a tug-of-war between fundamentals and a fickle sentiment in the global financial markets.

Brent and WTI futures settled at fresh four-month-highs of $68.50/barrel and $59.98/barrel mid-week, but had erased all the gains — and some more — by Friday’s close.  However, technicals point to a pivot point in crude futures, with the 50-day moving average crossing over the 100 DMA last week. That’s typically a buy signal, but a sustained rally from the current levels is hard to see in the near-term.

Meanwhile, there were some interesting and unexpected outcomes from a high-profile OPEC/non-OPEC monitoring committee meeting in Baku on March 18. Among them were signs of a divergence in the views of Saudi Arabia and Russia, de facto leaders of the 24-producer alliance curbing supply to rebalance the market.

 What explains Saudi Energy Minister Khalid al-Falih’s new hawkish stance and is the OPEC and non-OPEC partnership under some strain? Our short answer: No. We lay out our perspective of the evolving dynamics in the producers’ alliance, which is important to understanding the likely path of their collaboration.

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Brief Energy: PRM: Thai Largest Tanker Fleets Assured of Consistent Growth and more

By | Energy & Materials Sector

In this briefing:

  1. PRM: Thai Largest Tanker Fleets Assured of Consistent Growth

1. PRM: Thai Largest Tanker Fleets Assured of Consistent Growth

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We initiate coverage of PRM with a BUY rating, based on a target price of Bt7.70, derived from a PEG ratio of 0.9x, which is the average for the Asia ex-japan transportation sector, implying 22.0x PE’19E.

The story:

  • Secured revenue from domestic trading business
  • IMO 2020 implementation to propel floating storage demand
  • Recovery in T/C rate should prompt international trading turnaround

Risks:  Lower-than-expected domestic oil consumption and trading activities in ASEAN, foreign currency and fuel cost fluctuations

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Brief Energy: PRM: Thai Largest Tanker Fleets Assured of Consistent Growth and more

By | Energy & Materials Sector

In this briefing:

  1. PRM: Thai Largest Tanker Fleets Assured of Consistent Growth
  2. New J. Hutton Exploration Report (Week Ending 22/02/19)

1. PRM: Thai Largest Tanker Fleets Assured of Consistent Growth

Prm%20pic%204

We initiate coverage of PRM with a BUY rating, based on a target price of Bt7.70, derived from a PEG ratio of 0.9x, which is the average for the Asia ex-japan transportation sector, implying 22.0x PE’19E.

The story:

  • Secured revenue from domestic trading business
  • IMO 2020 implementation to propel floating storage demand
  • Recovery in T/C rate should prompt international trading turnaround

Risks:  Lower-than-expected domestic oil consumption and trading activities in ASEAN, foreign currency and fuel cost fluctuations

2. New J. Hutton Exploration Report (Week Ending 22/02/19)

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Brief Energy: New J Hutton – Exploration Report (Weeks Ending 22/03/22) and more

By | Energy & Materials Sector

In this briefing:

  1. New J Hutton – Exploration Report (Weeks Ending 22/03/22)
  2. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score
  3. Kazakhstan: Nazarbayev Surrendering Title, Not Power
  4. Weekly Oil Views: Another Crude Rally Fails to Stick as Technicals Signal a Pivot Point
  5. Kosmos Energy: The Standout Internationally-Focused E&P Company

1. New J Hutton – Exploration Report (Weeks Ending 22/03/22)

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2. Corporate Governance in Global Emerging Markets: 70 Energy Companies – Korean Co Gets Lowest Score

  • Our proprietary corporate governance scoring system now covers over 1,800 stocks including 70 Electricity, Alternative Energy, Distribution, Water and Utilities companies in Emerging Markets.
  • This report includes the Energy and Utilities names currently under coverage.
    The lowest score in this group is Korea Gas (44/100).
  • We have found that scores below 50/100 indicate poor corporate governance and higher risk of fraud.
  • Korean companies often have lower scores as a result of a lack of board independence and convoluted corporate structure.
  • Of the groupings presented here Alternative Energy has the highest average score at 64/100.
    We welcome requests from clients of names they want to see added to the universe.

3. Kazakhstan: Nazarbayev Surrendering Title, Not Power

By transferring his presidential powers to the Senate Speaker, President Nursultan Nazarbayev has not retired from politics. He has remained an official “Leader of the Nation” and retained a tight grip of Kazakhstan’s foreign and domestic policy. His recent announcements have signalled a tilt towards increased social spending. The reshuffle at the helm of the NBK signals that the regulator is far from achieving full independence. Furthermore, there are signs of increasing pressure on the central bank to provide long-term funding to the economy, which we find worrying.

4. Weekly Oil Views: Another Crude Rally Fails to Stick as Technicals Signal a Pivot Point

Screen%20shot%202019 03 24%20at%205.19.04%20pm

Oil remains in a tug-of-war between fundamentals and a fickle sentiment in the global financial markets.

Brent and WTI futures settled at fresh four-month-highs of $68.50/barrel and $59.98/barrel mid-week, but had erased all the gains — and some more — by Friday’s close.  However, technicals point to a pivot point in crude futures, with the 50-day moving average crossing over the 100 DMA last week. That’s typically a buy signal, but a sustained rally from the current levels is hard to see in the near-term.

Meanwhile, there were some interesting and unexpected outcomes from a high-profile OPEC/non-OPEC monitoring committee meeting in Baku on March 18. Among them were signs of a divergence in the views of Saudi Arabia and Russia, de facto leaders of the 24-producer alliance curbing supply to rebalance the market.

 What explains Saudi Energy Minister Khalid al-Falih’s new hawkish stance and is the OPEC and non-OPEC partnership under some strain? Our short answer: No. We lay out our perspective of the evolving dynamics in the producers’ alliance, which is important to understanding the likely path of their collaboration.

5. Kosmos Energy: The Standout Internationally-Focused E&P Company

Global%20offshore%20exploration%20expenditure%20and%20number%20of%20wells

We think that Kosmos Energy (KOS US) offers everything that is required from an internationally focused E&P company. It has a highly rated management team, strong balance sheet and free cash flow generation from its existing producing assets, low risk / high value near field exploration potential, selective high risk / reward frontier exploration in which it has a proven track record, it has done recent value accretive acquisitions with room for more, it has demonstrated the ability to farm-down its assets on multiple occasions and is currently in the process of a major asset sell down, which could surprise the market to the upside. Despite this the stock trades on a significant discount to risked NAV, making it a potential acquisition target and has plenty of catalysts coming up this year to close the valuation gap.  

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