Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

Pan-Asia Catalysts/Events

Kerry Logistics (636 HK): Pre-Cons Done. Partial Offer To Commence Next Week

Kerry Logistics (636 HK): Doc Out Early - Offer Now Open

Kerry Logistics (636 HK): Technicalities As Partial Draws To An End

Kerry Logistics (636 HK): Kerry Express' Spin-Off

Quiddity Advisors

Event-Driven

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After <a href="https://www.smartkarma.com/entities/kerry-properties-ltd" target="_blank" data-smartkarma-citation="entities:3320:1" rel="noopener">Kerry Properties (683 HK)</a> ("KPL") and <a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener">Kerry Logistics Network (636 HK)</a> ("KLN") were both <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0205/2021020500081.pdf" target="_blank" rel="noopener">suspended</a> ahead of trading on the 5 February, KLN has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0210/2021021000043.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Partial Offer from  <a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a> ("SFH").
SFH intends to acquire 931.21mn shares or 51.8% of shares outstanding, of Kerry Logistics Network. The Offer price is HK$18.80/share - a 19.83% discount to last close. KLN's shares gained 25% prior to the suspension.
There is a side transaction which is conditional on the Partial Offer becoming Unconditional. The transaction is to sell KLN's warehouses to its parent company. A substantial portion of the proceeds would be paid to shareholders on the Record Date as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on all their shares and HK$18.80 for the shares taken up under the Partial Offer. 
The timing of that Record Date and the Close of the Offer may mean that Shareholders will get the FY20 Final Dividend as well, and if it stretches on, perhaps even the FY21 Interim Dividend.
Pre-conditions are numerous, including approvals from SAMR, NDRC, MoC, CFIUS, FTC, a waiver from the relevant Thai authorities not to make a downstream Offer for <a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a>,  amongst other conditions, a number of which are waivable. 
The controlling shareholders of KLN, including KPL, plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. In addition, the document suggests Executive Directors and their affiliates will tender another 22.757mn shares. 
The Partial Offer is conditional on 51.8% of shares out tendering, and the minimum acceptance of 336.706mn shares (18.7% of shares out) from shareholders other than the controlling shareholders and executive directors (at least that is what it says in bold, but other language in the document could lead one to believe that isn't an absolute). 
Should the Partial Offer complete, SFH will outlay HK$17.55bn or US$2.25bn.
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Lots more below the fold.  Plus Ye Olde Arb Grids (or at least one of them). 
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After Kerry Properties (683 HK) ("KPL") and Kerry Logistics Network (636 HK) ("KLN") were both suspended ahead of trading on the 5 February, KLN has now announced a pre-conditional Partial Offer from  S.F. Holding (002352 CH) ("SFH").
SFH intends to acquire 931.21mn shares or 51.8% of shares outstanding, of Kerry Logistics Network. The Offer price is HK$18.80/share - a 19.83% discount to last close. KLN's shares gained 25% prior to the suspension.
There is a side transaction which is conditional on the Partial Offer becoming Unconditional. The transaction is to sell KLN's warehouses to its parent company. A substantial portion of the proceeds would be paid to shareholders on the Record Date as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on all their shares and HK$18.80 for the shares taken up under the Partial Offer. 
The timing of that Record Date and the Close of the Offer may mean that Shareholders will get the FY20 Final Dividend as well, and if it stretches on, perhaps even the FY21 Interim Dividend.
Pre-conditions are numerous, including approvals from SAMR, NDRC, MoC, CFIUS, FTC, a waiver from the relevant Thai authorities not to make a downstream Offer for Kerry Express Thailand (KEX TB),  amongst other conditions, a number of which are waivable. 
The controlling shareholders of KLN, including KPL, plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. In addition, the document suggests Executive Directors and their affiliates will tender another 22.757mn shares. 
The Partial Offer is conditional on 51.8% of shares out tendering, and the minimum acceptance of 336.706mn shares (18.7% of shares out) from shareholders other than the controlling shareholders and executive directors (at least that is what it says in bold, but other language in the document could lead one to believe that isn't an absolute). 
Should the Partial Offer complete, SFH will outlay HK$17.55bn or US$2.25bn.


Lots more below the fold.  Plus Ye Olde Arb Grids (or at least one of them). 


Kerry Logistics (636 HK): SF Holdings' Pre-Conditional Partial Offer