Last Week in Event SPACE ...
(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classifications, and Events - or SPACE - in the past week)
China Youzan Limited (8083 HK) (Mkt Cap: $6.5bn; Liquidity: $37mn)
China Youzan, a provider of e-commerce and payment solutions for merchants, has announced a pre-conditional Offer by way of a Scheme to take its GEM-listed shares private, then list 51.7%-held Youzan Technology on Hong Kong's mainboard. Shareholders are offered HK$0.1352/share in cash plus 0.05077265 Youzan Technology shares for every China Youzan share held. All in, the indicative Offer price is HK$2.3088/share, a 30.2% discount to last close. China Youzan is up 283% in the past year, and 44% YTD prior to the offer. The Offeror - China Youzan's CEO Zhu Ning - will not increase the Scheme Consideration and does not reserve the right to do so.
(link to my insight: China Youzan (8083 HK): Proposal Towards Relisting Youzan Tech)
Mcdonald's Holdings Co Japan (2702 JP) (Mkt Cap: $6.5bn; Liquidity: $25mn)
In its 2020FQ2 earnings last July, Mcdonald's Corp (MCD US) said it's the right time to gradually reduce the ownership stake in the market in Mc D J. On 20 August, MCD announced that it had sold a bit over 3% of McD J, selling 4.2mm shares at ¥5340/share on 19 August 2020. On 20 November 2020, they announced they had sold another 4,000,000 shares at ¥5370/share on 19 November. This past Monday, another tranche of 4,000,000 shares was transacted at ¥5280/share. It is likely McDs US selling down more. That would leave McDs with 40.82%, which is more done than not. And it leaves the setup to be quite favourable to an application to move from JASDAQ to TSE1.
Beijing Jingneng Clean Energy (579 HK) (Mkt Cap: $2.1bn; Liquidity: $3mn)
80.22%. That's the only figure that matters. Jingneng joins Harbin Electric Co Ltd H (1133 HK) as the second Merger by Absorption transaction to fail on account of the tendering condition. 80.22% of the total issued H Shares held by the Independent H Shareholders, tendered. 85.8% of independent shares tendered into the Harbin Offer by the 60th day, and the Offer was subsequently, and unprecedently, extended (& then failed). Huaneng Renewables Corp H (958 HK) received 90.8% on the 60th day - therefore the Offer was declared unconditional as to acceptances - but the Offer was still subject to approvals from NDRC and MOFCOM, and the registration of SAFE approval - and was also granted an extension by the SFC. With less than 90% tendered AND with approvals/registration with Beijing SASAC, NDRC, and BAFE outstanding, the Offer for Jingneng was not extended.
(link to my insight: Beijing Jingneng (579 HK): And That's a Fail)
Ricoh Company Ltd (7752 JP) (Mkt Cap: $8.2bn; Liquidity: $32mn)
Ricoh has announced it would launch its buyback, of up to 145,000,000 shares (20.02%) spending up to ¥100 billion. Once the buyback is completed, the company will retire the repurchased shares PLUS another 20,000,000 shares. It's a BIG buyback. The buyback started on the 4 March and goes for a year. ¥100bn out of ¥700bn market cap at the announcement, about 30% of Real World Float. 100mm shares is 12.1% of ADV and 17-19% of eligible buyback volume every day for a year. The BOJ is likely to be a buyer of 10-15mm shares over the next year too.
(link to Travis' insight: Ricoh Buyback Redux - It's On, It's Big. Crossholders Vs Activist Vs Public. Who Sells?)
GL Ltd (GLL SP) (Mkt Cap: $0.7bn; Liquidity: $1mn)
On the 15 January, Guoco Group Ltd (53 HK) made a voluntary conditional cash Offer for 70.84%-held GLL. The Offer Price of S$0.70/share was a 25% premium to last close and 0.73x P/NAV. The acceptance condition is 90%, including Guoco's stake, although Guoco reserves the right to reduce this to 50%. Save for the acceptance condition, the Offer is unconditional in all other respects. This was an underwhelming Offer from the outset, pitching GLL at a level below the COVID drop-off in Feb/March last year. Shares have closed at or through terms every day since the Offer was announced.
(link to my insight: SIAS Questions GL Limited's Offer: More Bark Than Bite)
IGNIS Ltd (3689 JP) (Mkt Cap: $0.3bn; Liquidity: $16mn)
On the 5 March, 2021, Bain Capital and the entity formed by itself, the CTO, and the President of Ignis announced they would launch a Tender Offer to buy out the minorities in the company. They call this an MBO and it is one of the clearest examples of an MBO in recent memory. Management will own 70% of the resulting company, and Bain will own the rest. At a 63% premium to last trade, it is reasonably generous. But it didn't have to be. Like many Japanese MBOs and buyouts, the bidders came in with a low-ball bid and the Board/Special Committee dutifully responded by saying they wanted more. This time, the lowball bid was below the previous day's close when they made it so it was a pretty healthy lowball.
(link to Travis' insight: IGNIS (3659) MBO +63% Is Probably Too Light)
On 16 November 2020, Australia-based Childcare company TNK received a Non-binding Indicative Proposal at an Offer Price of A$1.35/share from the PE arm of Alceon Group. A week later, on 23rd Nov 2020, TNK received a competitive bid at an Offer Price of A$1.75/share from Busy Bees Early Learning Australia, an entity backed by Ontario Teachers’ Pension Plan and Temasek. Busy Bees subsequently revised their competitive bid to A$2.10/share - a 20% bump from the previous bid level. Now TNK's shares are at A$2.23.
(link to Janaghan's insight: Think Childcare (TNK AU): Trading Through Terms. Should You Fold Now?)
Matsumotokiyoshi Holdings Co., Ltd. (3088 JP) and Cocokara Fine (3098 JP) (Mkt Cap: $4bn and $2bn; Liquidity: $15mn)
A week ago, Matsumotokiyoshi Holdings Co., Ltd. (3088 JP) and Cocokara Fine (3098 JP) announced their long-awaited business integration plans. On October 1, Matsumoto Kiyoshi will acquire Cocokara Fine using 1.7 of its shares for every one of the Cocokara Fine shares it does not hold. That will mean about $1.8bn of new stock issued but also means accretion.
As Travis Lundy explained in his insight MatsukiyoCocokara & Co - The Merger, there is a lot to work with here. The two companies announced synergies, growth, accretive dilution, and there are some other interesting aspects to look at. But Travis also found the ratio light. On Friday Cocokara traded $17mm of volume through terms, which is quite respectable, and surprising.
(link to the insights: MatsukiyoCocokara & Co - The Merger and MatsuKiyoCocokara Merger and Implied Forward Forecasts)
Shoko Co Ltd (8090 JP) (Mkt Cap: $0.1bn; Liquidity: <$0.1mn)
Shoko is a consolidated subsidiary of Showa Denko K.K. (4004 JP). A local PE fund offered to take it off Showa Denko's hands and they said yes. Showa Denko will keep 15% and the fund will buy the other 85%. BUT.... it's cheap. Really cheap. On an EV to 5yr average EBITDA, it is 3.3x (less than 4x EV/EBIT). There is another 1x EBITDA of securities holdings and 2.6x EBITDA of net receivables. It's basically free. It traded 20+% of float and 8% of shares out on Day 1 at prices above terms. It would not surprise Travis Lundy to see some noise made. There are a few small players who are starting to act in this space.
(Link to Travis' insight: Shoko (8090 JP) Tender Offer - Showa Denko Sells Too Cheap. Looks Bumpity.)
I see Melco's discount to NAV at ~51%, which is not only a 12-month low, but by my calculations, an all-time low. The simple ratio (Melco/MPEL) is around the lowest level since Melco increased its stake above 50% back in February 2017; and the implied stub has never been lower.
(link to my insight: StubWorld: Melco's All-Time Low As Macau Stocks Lag Las Vegas Plays)
Whitebox has now issued a 30-page PowerPoint detailing its objection to the demerger. It's worth a read. It reckons the spin-off does little to streamline LG, disproportionately sacrificing dividends, royalties, and cash, and creating a new family-controlled holding company. "The Board unanimously approved a plan that we believe sacrifices minority shareholder return in order to resolve a family succession issue". Spin-offs create value for shareholders when the spun-off assets are worth more as independent entities than as part of a conglomerate, or the surviving company is sufficiently streamlined through the transaction. By creating a new mini-conglomerate, LG has foregone the opportunity to create value, with 98% of LG’s assets remaining in place.
(link to my insight: LG Corp (003550 KS): Whitebox States Its Case)
Sajo Industries (007160 KS) is a mid-sized food company in Korea, specializing in tuna fish, pet food, Korean condiments, and other food products. A group of minority shareholders are "going activist" on this company and requesting an EGM. They believe that the market value of Sajo Industries' real estate is worth nearly 10x what is recorded on the balance sheet. This group of minority shareholders are also balking at the proposed merger of Castlex Seoul and Castlex Jeju, a couple of golf courses in Seoul and Jeju, which appears to be a move that could benefit the controlling shareholder but not the minority shareholders of Sajo. Link to Douglas Kim's insight: Korea Small Cap #8: Sajo Industries - Minority Activists Take Charge.
Some 14 months after announcing the receipt of a preliminary non-binding proposal, CBPO entered into a definitive merger agreement, also at US$120/share, on the 19 November last year. The merger was conditional on an affirmative vote from shareholders representing at least two-thirds of the shares out, and that the aggregate quantity of dissenting shares being less than 8% of shares out. Shareholders approved the merger at an EGM. 84.5% of CBPO's outstanding shares attended in person or via proxy at the EGM, and ~92.2% voted in favour of the proposal to authorize and approve the Merger Agreement. However, CBPO also announced that it "had received notices of objection from certain shareholders that in the aggregate hold more than 8% of the total outstanding shares of the Company".
On 26 February, Starwood Capital Operations, LLC made an offer to acquire the remaining 70.4% stake in RDI REIT (RDI LN) PLC for approximately £325 mn. The offer price is 121.35p, in cash, a 16.8% discount to the last reported EPRA NNNAV of 145.9p. It is also 95.55% of the 52-week high share price. In RDI REIT - Starwood: Expectations of a Bumped-Up Offer, Jesus is Long at levels around the offer price, on expectations of a sweetened offer.
As expected, just hours before the put up or shut up deadline, the boards of Aggreko PLC (AGK LN) and Albion Acquisitions Limited announced their agreement on a recommended all-cash acquisition of 880p in cash, adjustable by any dividend or capital distribution. The offer price represents c. 1.9x P/BV (vs a five-year average of 1.6x), and 5.3x EV/2021E EBITDA (vs. 9.6x for Ashtead or 7.4x for United Rentals, though clients are a bit different). It also implies an ROIC over 13% (which is below management expectations of 15%). Link to Jesus' insight Aggreko - PE Consortium: Recommended Cash Acquisition.
Several weeks ago, Travis gave the warning H/A spreads had moved tighter - too far too fast. The next week, spreads widened, they bounced back with a vengeance, then slightly wider in the short week at the start of Chinese New Year, and bouncing back in the post-CNY week. They have started to move wider again, and given the global form in risk and higher volatility right now, I would not be surprised if they continued a bit wider.
(link to Travis' insight: Quiddity Weekly H/A: Strong Dispersion, Strong Alpha; Brokers Beat Banks)
HSCI Index Rebalance & Stock Connect. For the Hang Seng Composite Index (HSCI) there are 36 inclusions and 29 deletions, taking the number of index constituents up to 500. Of the 36 inclusions, 4 are already a part of Stock Connect by virtue of having listed A-shares, 2 are Secondary listings and will not be included in Stock Connect, 9 will be added to Shanghai and Shenzhen Stock Connect, while 21 stocks will only be added to Shenzhen Stock Connect. Of the 29 index deletions, 13 are not a part of Stock Connect, 7 will continue to remain a part of Stock Connect by virtue of having listed A-shares, while 9 will be deleted from the Stock Connect program. Link to Brian Freitas's insight: HSCI Index Rebalance & Stock Connect: Inclusions & Exclusions.
ASX200 Index Rebalance Preview. Brian sees Nuix Limited (NXL AU), Codan Ltd (CDA AU) and Pilbara Minerals (PLS AU) as potential inclusions to the index, while we see Service Stream (SSM AU), Tassal (TGR AU), and Bravura Solutions (BVS AU) as potential exclusions from the index. Champion Iron (CIA AU) and De Grey Mining (DEG AU) are close adds while Gwa Group Ltd (GWA AU) and Smartgroup Corp (SIQ AU) are close deletes. Link to Brian's insight: ASX200 Index Rebalance Preview: Three Potential Changes & Some Close Names.
HSI Market Consultation. The main changes to the index are to increase the number of constituents to 80 by mid-2022 and ultimately to have 100 stocks in the Hong Kong Hang Seng Index (HSI INDEX); there will be 20-25 'Hong Kong companies' in the Hong Kong Hang Seng Index (HSI INDEX) and this number will be evaluated at least every 2 years; and all index constituents, including Secondary Listings and WVR Securities, will be subject to a weighting cap of 8%. The 8% cap will be applied to the Hang Seng China Enterprises Index (HSCEI INDEX) constituents as well. Link to Brian's insight: HSI Market Consultation: BIG Changes Coming & HSCEI June Index Rebalance Preview: Potential Changes & Impact of 8% Cap on Dividends.
SET50 Index Rebalance Preview. Potential inclusions are Sri Trang Gloves (Thailand) Public Company Limited (STGT TB), Sri Trang Agro Industry (STA TB) and IRPC PCL (IRPC TB). Potential deletions are VGI PCL (VGI TB), Com7 PCL (COM7 TB) and TOA Paint (Thailand) (TOA TB). Link to Brian's insight: SET50 Index Rebalance Preview: Potentially Three Changes & Move to Free Float Weighting.
FTSE China 50 & A50 rebalance. For the China 50, there are 3 changes with JD Health (6618 HK), Haier Smart Home Co Ltd (6690 HK) and Shenzhou Intl Group Holdings (2313 HK) being added to the index, and China Overseas Land & Investment Ltd (688 HK), Citic Ltd (267 HK) and Huatai Securities Co Ltd (H) (6886 HK) being deleted from the index. For the A50, Sany Heavy Industry (600031 CH), Zijin Mining Group (601899 CH), and Hengli Petrochemical Co.,Ltd. A (600346 CH) would be added at the March index review, while China Minsheng Banking A (600016 CH), China State Construction A (601668 CH), and China Everbright Bank Co A (601818 CH) would be deleted from the index. Link to Brian's insight: SET50 Index Rebalance Preview: Potentially Three Changes & Move to Free Float Weighting. & FTSE China A50 Index Rebalance: Materials Stocks Replace Banks.
MSCI Singapore: Sea Ltd (SE US) Index Inclusion Nears. Link to Brian's insight: MSCI Singapore: SEA Index Inclusion Nears.
FTSE Russell has announced the changes to the FTSE TWSE Taiwan 50 Index as part of the March 2021 index review that will be effective after the close of trading on 19 March. As expected, Airtac International (1590 TT) and Nan Ya Printed Circuit Board (8046 TT) have been included in the index while Sinopac Financial (2890 TT) and China Development Financial (2883 TT) will be deleted from the index. Evergreen Marine Corp (2603 TT), Au Optronics (2409 TT), Innolux Corp (3481 TT), Accton Technology (2345 TT) and Lite On Technology (2301 TT) have been added to the Reserve List. Link to Brian's insight: FTSE TWSE Taiwan 50 Index Rebalance: Nan Ya PCB, Airtac IN; Sinopac, China Dev Fin OUT.
FTSE Russell and S&P have announced the deletion of Xiaomi Corp (1810 HK) from indices. Expect MSCI to join them by mid-week at latest. Deletions will be Thursday and Friday to the tune of several billion dollars. See Travis Lundy's FTSE & S&P to Delete Xiaomi This Week; MSCI to Come
My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions. These may be indicative of share pledges. Or potential takeovers. Or simply help understand volume swings.
Often these moves can easily be explained - the placement of new shares, rights issue, movements subsequent to a takeover, lock-up expiry, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.
Name | % chg | Into | Out of |
My Heart (8297 HK) | 22.91% | Valuable | Outside CCASS |
China Tian Lun Gas (1600 HK) | 21.73% | Yuzhou | Guotai |
Source: HKEx |
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.
Name | % chg | Into | Out of |
C-Link (1463 HK) | 15.01% | Futu | Outside CCASS |
Justin Allen (1425 HK) | 67.05% | UBS | Outside CCASS |
Source: HKEx |
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