In this briefing:
- Yinson Tenders a Lifeboat for Ezion
- Singapore Property – Luxury Segment Leads Price Decline in 1Q; Property Outlook Remains Shaky
- Embassy Office Parks REIT Trading Update – Lowest Volume Traded for Any Indian Listing Since 2018
- China’s New Semiconductor Thrust – Part 1: Why and How?
- The Week that Was in ASEAN@Smartkarma – Elections, Trade War Beneficiaries, and Indonesian Textiles
1. Yinson Tenders a Lifeboat for Ezion
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:
- 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).
- 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 | After | After Conversion | ||||
Current shares out | 3,728 | 100% | 3,728 | 14% | 3,728 | 13% |
Debt conversion | 0% | 22,574 | 86% | 22,574 | 76% | |
Option shares | 0% | 0% | 3,360 | 11% | ||
Total shares (mn) | 3,728 | 26,302 | 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 | |
Conditions | Satisfactory 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. | |
Other | The long stop date is 6 months from the conditional debt conversion agreement (31 March 2019). |
For the Share Options | |
Conditions | The approval by Ezion shareholders for the option shares. Simple majority vote. |
Other | The 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$203mn assuming full exercise. To be applied to business expansion or new business opportunities | |
Inter-conditionality | The grant of options is conditional upon and shall take place simultaneously with the debt conversion and subscription |
On Ezion
Ezion develops, owns, and charters offshore assets to support offshore energy markets, via three key segments:
- Lifeboats/liftboats – these are self-propelled rigs involved in the production and maintenance of the O&G and windfarm industry. This segment accounted for 57.9% of revenue in FY18.
- Jack-up rigs – engaged in non-self propelled rigs involved in the production and maintenance of the O&G and windfarm industry. The segment accounted for 34.1% of revenue in FY18.
- And offshore support logistic services, accounting for 7.5% of revenue in FYT18.
Ezion is primarily Asian focused with revenue split between Singapore, India, and the rest of Asia as to 8%, 5.3% and 54%. The Middle East and Africa account for 15.6% and 15.2% respectively.
Fundamentals
US$mn | FY16 | FY17 | FY18 |
Revenues | |||
Liftboats | 127 | 96 | 69 |
Jack-Up Rigs | 158 | 76 | 41 |
Offshore Support Logistic Services | 33 | 20 | 9 |
Others | 1 | 1 | 1 |
Total Revenue | 318 | 193 | 119 |
EBITDA | |||
Liftboats | 77 | 68 | 21 |
Jack-Up Rigs | 112 | 60 | 16 |
Offshore Support Logistic Services | 22 | 16 | (1) |
Others | 1 | 1 | 1 |
Total EBITDA | 212 | 144 | 37 |
NPBT | |||
Liftboats | 62 | (16) | (54) |
Jack-Up Rigs | (54) | (745) | (297) |
Offshore Support Logistic Services | (13) | (156) | (53) |
Others | 1 | 1 | 7 |
Unallocated Expenses | (24) | (82) | 94 |
Total NPBT | (29) | (999) | (303) |
Assets | |||
Liftboats | 811 | 772 | 807 |
Jack-Up Rigs | 1,382 | 556 | 226 |
Offshore Support Logistic Services | 415 | 315 | 119 |
Others | 79 | 81 | 32 |
Unallocated Assets | 165 | 70 | 108 |
Total assets | 2,851 | 1,794 | 1,291 |
Total equity | 1,315 | 305 | (255) |
Net debt | 1,282 | 1,358 | 1,358 |
- 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$16mn in FY17.
Effect on NTA from the conversion/options
Assuming the subscription and options were completed on 31 December 2018, the effects of the Ezion’s NTL/NTA per share would be as follows:
Before subscription | After subscription | |
(NTL)/NTA (US$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 |
Substantial Shareholders of Ezion
Shares (mn) | % | |
Chan Fooi Peng | 184.7 | 5.0 |
Chew Thiam Peng (CEO) | 190.3 | 5.1 |
2. Singapore Property – Luxury Segment Leads Price Decline in 1Q; Property Outlook Remains Shaky
Singapore’s Urban Redevelopment Authority (“URA”) announced the flash estimate of the private residential Property Price Index (“PPI”) for 1Q 2019 yesterday.
Flash estimate for private residential PPI indicated an acceleration in price decline in the Singapore residential market in general. Private residential PPI decreased 0.9 percentage point from 149.6 points in 4th Quarter 2018 to 148.7 points in 1st Quarter 2019.
Non-landed private residential properties in the Core Central Region (“CCR”) were the worst performing segment, with prices decreased by 2.9% QoQ, compared to the 1.0% decrease in the previous quarter.
The softening of prices in the luxury residential segment did not come as any surprise. If weak sales persist, developers may eventually be forced to write-down the value of their high-end development properties, reduce selling prices to clear their luxury inventories.
Mass-market residential property segment has always been relatively more defensive in comparison to the mid-range and high-end property segment but in recent times, some signs of weakness have been observed in the mass market segment.
In view of the current outlook in the Singapore residential market, I reiterate my BUY recommendation on Sing Holdings (SING SP) (due to its defensive traits and growth prospects) with a target price of S$0.66 per share.
3. Embassy Office Parks REIT Trading Update – Lowest Volume Traded for Any Indian Listing Since 2018
Embassy Office Parks REIT (EOP IN) raised US$665m in its IPO, making it the first REIT listing for India.
In my previous insights I’ve covered the company background, its projected growth, compared it to its main listed peer and other yield assets in India:
- Embassy Office Parks REIT – Good Assets but Projections Might Be a Tad Too Bullish
- Embassy Office Parks REIT – Comparison with AIT and a Look at the Required Yield, and
- Embassy Office Parks REIT IPO – FY19 Revised Down, Yield Propped up by Zero Coupon Bond
In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.
4. China’s New Semiconductor Thrust – Part 1: Why and How?
China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities. This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.
In the first part of this series we will see what motivated China to enter the market and how it plans to do so.
5. The Week that Was in ASEAN@Smartkarma – Elections, Trade War Beneficiaries, and Indonesian Textiles
This week’s offering of Insights across ASEAN@Smartkarma is filled with another eclectic mix of differentiated, substantive and actionable insights from across South East Asia and includes macro, top-down and thematic pieces, as well as actionable equity bottom-up pieces. Please find a brief summary below, with a fuller write up in the detailed section.
The highlights of this week are comments on the Thai elections with differing perspectives from CrossASEAN Economist Prasenjit K. Basu, Thailand based Athaporn Arayasantiparb, CFA, and Dr Jim Walker. Dr Jim Walker also gives us his views on the key beneficiaries and the ongoing US-China trade dispute and singles out Indonesia and Vietnam. On this theme, Kevin O’Rourke highlights a potentially significant announcement of a US$400m investment in Kendal, Central Java by a Chinese Textile company of its intention to relocate a shirt manufacturing facility there from China. Kawasan Industri Jababeka (KIJA IJ) and Sembcorp Industries (SCI SP) have a JV industrial estate there, which stands potentially to benefit should this move should it transpire. More importantly, it could signal the start of a more promising future for Indonesia’s manufacturing sector.
Macro Insights
In Prayuth Accomplishes a Clear-Cut Victory, Assuring Stability (If Not Rapid Growth), CrossASEAN Insight Provider Prasenjit K. Basu comments on the result of the recent election in Thailand.
In Thai Election 2019: Defeat in Parliament, Victory in Senate, Thai Guru Athaporn Arayasantiparb, CFA comments on the results on the Thai elections and the consequences for decision making in that country.
In a follow-up Insight on the recent election in Thailand, Political Pit Stop (April): An Election Gridlock, Athaporn Arayasantiparb, CFA deals with some unfinished business post the election.
In Elections, Coups and Constitutions: Thailand’s Reckoning, Dr. Jim Walker looks at Thailand’s political history with the recent election in mind and concludes that Thai politics looks set to become fractious and interesting once again.
In his insight, 18pt Lead Mitigates Prabowo-Related Risk / Islamic Parties Declining / PRC Textile Plan / 4th Debate, Kevin O’Rourke looks and the most important political and economic developments over the past week and provides his value-added comment.
In Vietnam Picks up the China Baton, Dr. Jim Walker lays out his thoughts on which countries are set to benefit the most from the ongoing trade dispute between the US and China. Indonesia and Vietnam would seem to be the most obvious beneficiaries.
Equity Bottom-Up Insights
In his most recent on-the-ground insight, Shaky Situations at DEMCO and Pranda, Athaporn Arayasantiparb, CFA lays out his thoughts post visits to two companies with very different trajectories, namely renewable power specialist Demco Pcl (DEMCO TB), which is struggling, despite doing really well in the past and jeweller Pranda Jewelry Pub (PRANDA TB), once struggling but now on a recovery path.
In Golden Agri Bull Pivots to Get Involved, technical specialist Thomas Schroeder works his magic on this leading Singapore listed plantation company.
For a fundamental view on the above situations please refer to last week’s insight, Golden Agri: El Nino Back on the Front Burner; Bullish Catalyst for GAR, from commodities specialist Charles Spencer who zeros on the potential positive impact from an impending El Nino event on Golden Agri Resources (GGR SP).
Sector and Thematic Insights
In Small Cap Diary: Rajthanee Hospital, CAZ, Athaporn Arayasantiparb, CFA lays out his thoughts post visits to these two small-cap companies from totally different industries Rajthanee Hospital (RJH TB) and CAZ Thailand PCL (CAZ TB).
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