IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

Arun has over 15 years’ experience covering the Technology sector. During this time, he has worked with technology start-ups and as an equity analyst in investment banks and independent research firms. He was formerly a Technology Analyst for Canaccord Genuity, Altium Securities, Espirito Santo Investment Bank, Noble Group and Clear Capital. He has a dual Master’s degree in Financial Engineering and Industrial and Operations Engineering from the University of Michigan. He obtained his Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology, Bombay. He is also a CFA charterholder.

IPOs and Catalysts/Events

Chinese Estates’ Scheme Document, IFA Opinion

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<a href="https://www.smartkarma.com/entities/chinese-estates-holdings-limited" target="_blank" data-smartkarma-citation="entities:20954:1" rel="noopener">Chinese Estates Holdings (127 HK)</a> is principally engaged in property investment and development, building and property management, brokerage, securities investment, money lending and cosmetics distribution and trading. After market close on Wednesday, it announced a privatisation offer by way of a scheme of arrangement from an entity controlled by Ms HW Chan, the CEO. The offeror will offer HK$4.00 in cash for each scheme share. The bid represents a premium of 83.5% over the closing price of HK$2.18 per share on the last full trading date (28 September prior to the trading halt). Chinese Estates’ shares are down 40% since 30 June largely due to the fallout from its substantial shareholding in <a href="https://www.smartkarma.com/entities/china-evergrande-group" target="_blank" data-smartkarma-citation="entities:479:1" rel="noopener">Evergrande (3333 HK)</a>. Chinese Estates built up a 6.48% shareholding in Evergrande in 2017 and 2018 at an eye-watering cost of HK$13,596.0 million ($1.7 billion) and an average cost of HK$15.8 per share. Due to the precipitous decline in Evergrande share price (HK$2.95 last close prior to a trading halt), since 30 August, Chinese Estates has reduced its shareholding in Evergrande to 4.39% of outstanding shares for total cash proceeds of HK$689.2 million ($89 million). If Chinese Estates disposes of its entire shareholding, it could result in a realised loss in other comprehensive income of -HK$10,408.3 million (-$1.3 billion) in 2021. Unabashedly, the CEO justifies the privatisation based on the “material adverse change to the financial position of the Group” due to this material loss. The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 408.4 million shares or 21.41% of shares outstanding, the 10% blocking stake is 40.8 million shares or 2.14% of shares outstanding. No shareholder holds a blocking stake. <div class="content-highlight">Chinese Estates predicament is self-inflicted and due to Joseph Lau’s (HW Chan’s husband), close relationship (said to be poker pals) with Hui Ka Yan, Evergrande’s Chairman. The Lau family which controls Chinese Estates is taking advantage of the fallout from their ill-advised investment in Evergrande to privatise Chinese Estates at the cost of minority investors. While we think the offer price is unattractive, the shareholding structure suggests that that privatisation bid will be likely successful. </div>

Chinese Estates Holdings (127 HK) is principally engaged in property investment and development, building and property management, brokerage, securities investment, money lending and cosmetics distribution and trading. After market close on Wednesday, it announced a privatisation offer by way of a scheme of arrangement from an entity controlled by Ms HW Chan, the CEO. The offeror will offer HK$4.00 in cash for each scheme share. The bid represents a premium of 83.5% over the closing price of HK$2.18 per share on the last full trading date (28 September prior to the trading halt). Chinese Estates’ shares are down 40% since 30 June largely due to the fallout from its substantial shareholding in Evergrande (3333 HK). Chinese Estates built up a 6.48% shareholding in Evergrande in 2017 and 2018 at an eye-watering cost of HK$13,596.0 million ($1.7 billion) and an average cost of HK$15.8 per share. Due to the precipitous decline in Evergrande share price (HK$2.95 last close prior to a trading halt), since 30 August, Chinese Estates has reduced its shareholding in Evergrande to 4.39% of outstanding shares for total cash proceeds of HK$689.2 million ($89 million). If Chinese Estates disposes of its entire shareholding, it could result in a realised loss in other comprehensive income of -HK$10,408.3 million (-$1.3 billion) in 2021. Unabashedly, the CEO justifies the privatisation based on the “material adverse change to the financial position of the Group” due to this material loss. The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 408.4 million shares or 21.41% of shares outstanding, the 10% blocking stake is 40.8 million shares or 2.14% of shares outstanding. No shareholder holds a blocking stake. Chinese Estates predicament is self-inflicted and due to Joseph Lau’s (HW Chan’s husband), close relationship (said to be poker pals) with Hui Ka Yan, Evergrande’s Chairman. The Lau family which controls Chinese Estates is taking advantage of the fallout from their ill-advised investment in Evergrande to privatise Chinese Estates at the cost of minority investors. While we think the offer price is unattractive, the shareholding structure suggests that that privatisation bid will be likely successful. 

Chinese Estates’ Privatisation Bid from the Lau Family