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)
Japan Post Insurance (7181 JP) (Mkt Cap: $11.5bn; Liquidity: $22mn)
The news in the Bloomberg article titled "Japan Post Insurer Plans $2.9 Billion Buyback to Cut Owner Stake" was a surprise, and a welcome one at that. This stated goal is to allow the insurer more freedom to expand its business. An already cheap insurer would a) see EPS rise because of a large share buyback, b) see Embedded Value rise in future from greater policy sales, c) get higher ROE from lower equity and lower solvency margin. A low-growth insurer would suddenly become one of the few domestic insurers with the capacity to grow domestically.
(link to Travis' insight: Huge Japan Post Insurance Buyback Mooted - Decks Cleared. Time To Buy)
Hi P International (HIP SP) (Mkt Cap: $1.1bn; Liquidity: $3mn)
Yao Hsiao Tung and his wife Wong Huey Fang, 83.5% shareholders in integrated contract manufacturer Hi-P, have tabled an Unconditional Offer to acquire all remaining shares at $2.00/share, a 13.6% premium to last close, and a 42.3% premium to the 3-month VWAP. The Offer price is Final. The Offeror is YHT Venture Pte. Ltd., in which Yao/Wong hold 100%. Should the Offeror acquire more than 90% of shares out, it will be entitled to compulsory acquisition. Yao/Wong have given an irrevocable to accept the Offer. Therefore this deal needs an additional 6.5% of shares out to be taken private.
(link to my insight: Hi-P International: Unconditional Offer)
NTT (Nippon Telegraph & Telephone) (9432 JP) (Mkt Cap: $95.9bn; Liquidity: $201mn)
The NTT buyback is underway. It is big. KDDI and Softbank Corp also have buybacks underway but the NTT buyback is likely to be almost twice as impactful in terms of ADV as KDDI's and nearly 4x as impactful as Softbank Corp's.
(link to Travis' insight: NTT - Still Going Big, Not Going Home)
Soilbuild Business Space REIT (SBREIT SP) (Mkt Cap: $0.5bn; Liquidity: $1mn)
Soilbuild has announced a proposal from executive chairman Lim Chap Huat (LCH) and Blackstone Real Estate to take the company private at S$0.55/unit, a 34.5%, 34.8%, 53.2%, and 29.1% premium over the one-month, three-month, six-month, and 12-month VWAP. The Offer price implies a price to adjusted NAV of 0.98x-1.00x, above Soilbuild's historical averages. In tandem with the Scheme, Soilbuild has also entered into an agreement with Blackstone affiliates to dispose of its Australian assets. The disposal is inter-conditional with the Scheme.
(link to my insight: Soilbuild REIT: Offer From Blackstone/Lim Family)
Toa Oil Co Ltd (5008 JP) (Mkt Cap: $0.3bn; Liquidity: <$1mn)
Idemitsu Kosan (5019 JP) announced that it would launch a Tender Offer for Toa Oil to take out the minorities. It comes at ¥2450/share which is a 23% premium to last, a slight premium to book, a discount to the land value under the refinery, and a tiny fraction of the replacement value of the asset, but the "fair value" assessed by the independent valuation agent based on numbers supplied by the Target Company based on its contract with the parent company shows that the price is not too far off "fair", as long as the contract with its parent is fair, and one ignores what the real world value is.
(link to Travis' insight: Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008))
amaysim Australia (AYS AU) (Mkt Cap: $0.2bn; Liquidity: $1mn)
On the 2 November, AYS entered into an Share Sale Agreement (SSA) to sell its mobile ops to Optus Mobile for A$250mn, in cash. Should the sale complete, AYS expected to distribute between A$207.2mn - A$225.7mn (A$0.67-A$0.73/share) via three tranches. The distribution will include a fully franked dividend of A$0.26/share. AYS has now announced WAM Capital Ltd (WAM AU) is offering AYS shareholders the choice of A$0.695/share in cash, or A$0.833/share in WAM scrip, or a combination of both, in an off-market takeover. The offer has limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs.
If you can take advantage of the franking credits under the mobile distribution, get involved here, but preferably a spread or two lower. Then look to potentially sell your AYS shares in the market - or exchange them into WAM shares if the Offer has been extended. For all other investors, the current spread to the cash terms is unattractive. Plus AYS is largely illiquid.
(link to my insight: Amaysim/WAM: A Question Of Franking Credits)
WPP AUNZ (WPP AU) (Mkt Cap: $0.5bn; Liquidity: <$1mn)
Back on the 30 November, WPP PLC (WPP LN) tabled a proposal to delist 61.5%-held subsidiary WPP AUNZ at A$0.55/share, in cash, a 34.1% premium to last close, and a 69.3% premium to the six-month VWAP. This was an unsolicited Offer and no binding implementation agreement (BIA) had been entered into. In WPP AUNZ: Mad Men At Work, I argued there was an air of opportunism to the Offer, and recommended buying at or below terms - on the expectation of a bump, as management argues the upside from its wide-ranging cost cuts.
(link to my insight: WPP AUNZ: More Mad Men At Work)
Lopez Holdings (LPZ PM) (Mkt Cap: $0.4bn; Liquidity: <$1mn)
On December 1, the Board of LPZ announced 51.04%-held First Philippine Holdings (FPH PM)'s tender offer to acquire a minimum of 20% and a maximum of 45.56% of shares out in LPZ, at a price of P3.85/share, a 25% premium to last close. The Lopez family, currently owning 54.44% of shares out in LPZ, will not participate in the Offer. In addition, LPZ's board authorised the filing of a petition for voluntary delisting of the company. The Tender Offer is expected to commence on the 22 January 2021 and remain open until 19 February, with an expected payment on the 8 Mar 2021. The IFA has given a fairness opinion with a convenient range of P2.34 to P3.92/share.
(link to my insight: Lopez Holdings (LPZ PM): Reverse Voluntary Delisting)
With the possibility of a merger break, in Huya – Increasingly Our Preferred Pick Vs. Douyu Given the Threat of the Merger Collapsing, Mio Kato reckons Douyu International Holdings (DOYU US) is probably worth about half what it is trading at, but that it may take time for that to become clear through several quarters of disappointing earnings.
In JSR Deal Tender Results for MBL (4557 JP) Imply Faster Squeeze-Out. Janaghan Jeyakumar updated the JSR Corp (4185 JP) deal in which the Acquirer now has 92.7% (4,794,756 shares), and that has important implications for the squeeze-out procedure. This is a very low risk somewhat short-dated rate-of-return trade. The principal is "riskless" as JSR will likely not default. The timing of getting the money is, however, slightly uncertain. If you get your leverage set up at term, it could be decent carry on the dip. Based on settlement this week, and expected Demand for Cash Out, I expect a cash payment in the middle of March.
In Samsung Yr-End Special Dividend Update, Sanghyun Park reckons the market is tilting towards a buyback in Samsung Electronics (005930 KS).
JD.com Inc (ADR) (JD US) / JD Health (6618 HK)
JD Health was listed on the 8 December at an IPO price of HK$70.58, towards the top-end of its price range, and has traded up ~88% to HK$132.50/share, with a current market cap of US$52.7bn. JDH is the spin-off of JD.com, which owns 68.73% in JDH after the IPO, down from 81.04% pre-IPO. That stake is worth US$36.5bn (at the time of writing), around 30% of its current market cap, therefore this is not a super strong parent/subsidiary relationship. Yet the implied stub is trading at a not-undemanding forward PER of 34x, for a company with a three-year net profit CAGR of 44%.
(link to my insight: StubWorld: JD.com In JD Health's Shadow)
Jardine Matheson Holdings (JM SP) / Jardine Strategic Holdings (JS SP)
Back on the 23 October, JM announced an intention to invest up to US$500mn in a share buyback program through to 30 June 2021. Any shares repurchased would be canceled. Using the then-last-traded price of US$44/share, US$500mn translated to 11.4mn shares or 1.56% of shares out, or 3.8% of minorities, excluding Jardine Strategic Holdings (JS SP)'s stake. JM has repurchased 3.2mn shares at a cost of US$166mn since that announcement, at an average price of US$51.69/share. Shares acquired accounted for roughly 30% of daily volume. And that is one-third of the buyback programme. At this clip, the stated buyback program could be completed by the 1Q20, or early 2Q.
(link to my insight: Jardine Matheson: Buybacks Ahead Of Schedule)
MSCI Joins the Index Crowd on Trump China Military Names and SMIC (981) Rocked
The DoD came up with a list of stocks in June, then another in August, then Donald Trump himself signed an Executive Order barring the provision of capital by "US persons" to companies named in the DoD's "Qualifying Entity" list. FTSE was first to announce (on 4 Dec), and this was discussed in FTSE Announces Measures for Trump Exec Order on Chinese Military Companies. S&P Global announced on the 9th. MSCI took their sweet time but they have announced as of earlier this morning Asia time. As expected, they named the 7 companies which are reasonably explicitly in the list.
SMIC (981 HK, 688981 CH) was down up to 10% intraday earlier this week (on both lines) after news circulated on Chinese local media that co-CEO Liang Mong-Song had resigned. The company announced that it "had noticed media reports" that Liang had resigned and was "confirming." It appears to be a personal issue between himself and the company and one other person Chiang Shang-yi who was apparently hired as vice chairman without consultation with the co-CEO.
Travis cannot suggest buying the dips on the names to be deleted. He does not know who buys the dip other than the National Team (i.e. funds directed by authorities, implicitly or explicitly, to support the stock prices of those names being deleted. He likes the idea of bailing and walking away. He can't really suggest shorting either at this point as we may be somewhat late in the game.
(link to Travis' insight: MSCI Joins the Index Crowd on Trump China Military Names and SMIC (981) Rocked)
J-REIT Offering Primer: Get Ready for Offering Season 2021
In 2020, we have so far witnessed 15 follow-on JREIT offerings cumulatively raising JPY463bn (~US$4.5bn). This has been something of a weak year, understandable because of the covid-19 crisis which hit equity market and JREIT prices in March, and keeping them soft for months afterwards.
(link to Janaghan's insight: J-REIT Offering Primer: Get Ready for Offering Season 2021)
Tianneng Power International (819 HK) ("TPI") (Mkt Cap: $2.3bn; Liquidity: $15mn)
On the 9 November 2018,"TPI" announced the possible spin-off and separate listing of Tianneng Battery Group ("TBG"). This is the same entity TPI attempted to list back in November 2015. Further announcements followed, culminating in a circular to shareholders on the 24 June 2019 seeking shareholder approval to list TBG on the Science and Technology Innovation Board of the Shanghai Stock Exchange - better known as the Star Market. That approval was received at an EGM on the 12 July 2019. This week, TPI announced the proposed A-share listing on the Star Board has been approved by the CSRC.
(link to my insight: Tianneng (819 HK): Battery Spin-Off And The Tesla Effect)
Toyota Motor (7203 JP) (Mkt Cap: $215bn; Liquidity: $382mn)
Five and a half years ago, after the close of trading just before Golden Week on Tuesday April 28, 2015, Toyota Motor announced the board had resolved to submit to shareholders a resolution to partially amend the company's Articles of Incorporation to allow the company to allow issue a new series of shares, which they called "Model AA Shares", so named as the first in a series of preferred shares named after the company's first production car released in 1936.
It is not clear what benefit the Model AA Shares had brought to Toyota, its management, its employees, its medium-to-long-term corporate value that could not have come from simple share ownership. Did Toyota grant AA Share owners extra access to information in return for their votes? Did AA Share owners advance agenda items at Annual General Meetings that other investors did not? Were AA Share owners on average more learned about the company? Were they able to teach Toyota's IR department about the business of making cars in a way that existing shareholders have been unable? Were the AA shares cheaper than a convertible bond of the same strike price?
(link to Travis' insight: Toyota Model AA Shares - Good Riddance to Bad Governance)
Capital Asset Planning (3965 JP) ("CAP") (Mkt Cap: $0.7bn; Liquidity: $9mn)
Smallcap systems integrations company CAP announced (J-only) they had received approval to move from the Second Section to the First Section of the Tokyo Stock Exchange as of 23rd December 2020. TSE1 reassignment triggers inclusion into the TOPIX Index and the Inclusion Event can be expected to be at the close of trading 28th January 2021. Janaghan would be Bullish until the Inclusion Date.
(link to my insight: TOPIX Inclusion (3965 JP): Capital Asset Planning, Inc.)
SRE Holdings Corp (2980 JP) (Mkt Cap: $0.5bn; Liquidity: $3mn)
SRE announced (J-only) they had received approval to move from TSE MOTHERS to the First Section of the Tokyo Stock Exchange as of 23rd December 2020 - two trading days after the end of the above-mentioned 1-year post-IPO waiting period. TSE1 reassignment triggers inclusion into the TOPIX Index and the Inclusion Event can be expected to be at the close of trading 28th January 2021. They also announced a small offering which can be ignored.
(link to Travis' insight: SRE (2980) TOPIX Inclusion Announced. It's GREEN!)
EQT AB (EQT SS) has announced a SEK 220 per share (a 22.9% premium) mandatory offer for Recipharm AB (RECIB SS), valuing the company at ~$2.8 bn. The offer represents 2.8x EV/Fwd Revenue, 15.9x EV/Fwd EBITDA and 24.5x P/Fwd E. ~25.7% of the shares and 74.3% of the votes have been secured. Squeeze-out afforded at 90%. Recipharm closed at a 0.8% gross spread at the time of writing, Link to Jesus' insight: Recipharm-EQT Takeout.
Electronic Arts has tabled a £945 mn cash counter-offer for Codemasters Group Holdings PLC (CDM LN), disrupting Take-Two's £759 mn accepted cash and shares offer. The deal represents 7.4x EV/Fwd Revenue, 28.5x EV/Fwd EBITDA and 31.5x P/Fwd E. The court meeting and the EGM are expected to be held on December 21, 2020. The transaction is expected to close in Q1 2021. Codemasters closed at 658p on 16 December, c. 9% above EA's terms. Link to Jesus' insight: Electronic Arts' Disruptive Counter-Offer.
This previous week was something of a doozy. Spreads were all over the place. Momentum ruled the day. More names were added to the Trump List, but The National Team has been buying. Financials and Industrials get shellacked. Healthcare Hs all over the place. Materials H/S spreads heavily split. And utilities can't buy friends. And we have 40+ spread recommendations for next week. Watch for Travis' latest installment to be issued shortly.
(link to Travis' insight: Quiddity H/A: National Team Buying of Trump Names, Consumer Rocks, Financials Roll - 40+ Recos)
KOSPI200 Index Rebalance Preview. Currently, Brian sees Taihan Electric Wire (001440 KS) being included in the index and Taeyoung Engineering & Construction (009410 KS) being deleted, with a few stocks as close adds/ deletes. Taeyoung's expected deletion is a result of the demerger of TY Holdings (363280 KS) in September which has significantly lowered its market cap. Link to Brian's insight: KOSPI200 Index Rebalance Preview: IPO Fast Entry & End of Short Sell Ban Will Shake Things Up and Sanghyun Park's insight: KOSPI 200 Rebalancing Preview: Early Early Birds Special.
KOSDAQ150 Index Rebalance Preview. Brian sees 14 potential changes to the index in the June review and we are less than a third of the way through the review period. The end of the short sell ban in March could bring a lot more changes to the index. The potential inclusions are Tesna Inc (131970 KS), Unison Co Ltd (018000 KS), Tse Co Ltd (131290 KS), ABPro Bio (195990 KS), Icure Pharm Inc (175250 KS), Sam Kang M&T (100090 KS), SIMMTECH Co Ltd (222800 KS), Binex Co Ltd (053030 KS), Vaxcell Bio (323990 KS), Kmh Co Ltd (122450 KS), Solid Inc (050890 KS), PSK Inc (319660 KS), AJu IB Investment (027360 KS) and Kpm Tech Co Ltd (042040 KS). The potential exclusions are Stcube (052020 KS), Daea Ti Co Ltd (045390 KS), Spigen Korea (192440 KS), Jusung Engineering (036930 KS), Advanced Process Systems (265520 KS), Saraminhr (143240 KS), Gmp Co Ltd (018290 KS), Iriver Ltd (060570 KS), Innox Advanced Materials Co,Ltd. (272290 KS), Ebest Investment & Securitie (078020 KS), Sangsangin Co., Ltd. (038540 KS), Shin Heung Energy & Electronics Co (243840 KS), Neopharm Co Ltd (092730 KS) and HLSCIENCE Co. (239610 KS). Link to Brian's insight: KOSDAQ150 Index Rebalance Preview: Lots of Changes Expected Already; More to Come.
HSCEI Index Rebalance Preview. There was a medium probability of Country Garden Services Holdings (6098 HK) being included in the index. That has now become a low probability event post JD Health (6618 HK)'s inclusion in the index. If Country Garden is included in the index, then Hengan Intl Group (1044 HK) could be deleted. Link to Brian's insight: HSCEI Index Rebalance Preview: One Deletion For Sure, Could Be One More Change.
FTSE GEIS Index Rebalance Preview March 2021 - Japan. Brian sees 13 stocks being added to the FTSE All-Cap index, 8 names moving from the All-Cap Index to the All-World Index, 12 stocks moving from the All-World Index to the All-Cap Index, and 4 stocks being deleted from the All-Cap index. The March SAIR will also have the implementation of tranche 3 of the J-REIT inclusion in the index. Link to Brian's insight: FTSE GEIS Index Rebalance Preview March 2021 - Japan.
SET50 Index Rebalance. Bangkok Commercial Asset Management (BAM TB), Com7 PCL (COM7 TB) and Delta Electronics Thai (DELTA TB) have been included in the index, replacing Banpu Power PCL (BPP TB), IRPC PCL (IRPC TB) and WHA Corp Pcl (WHA TB). This was our base case scenario, though DELTA had the lowest probability of index inclusion. Link to Brian's insight: SET50 Index Rebalance: DELTA to Buy.
FTSE GEIS Index Rebalance Preview March 21 - Asia Ex Japan Ex China. Brian sees Reece Ltd (REH AU), Mayora Indah (MYOR IJ) and Honeywell Automation India (HWA IN) being included in the All-World index. KLCCP Stapled (KLCCSS MK) and Kakao Games (293490 KS) are on the cusp of being included in the All-World Index, failing which they will be included in the All-Cap index. Link to Brian's insight: FTSE GEIS Index Rebalance Preview March 21 - Asia Ex Japan Ex China.
Whitebox has come out with a statement saying that the "spin-off does nothing to address LG’s most pressing issue, which is the unprecedented discount at which the company trades relative to its assets and, accordingly, inferior return to shareholders. Despite clearly favorable alternatives, the board (of LG) has unanimously approved a plan that, in our view, sacrifices minority shareholder return in order to resolve a family succession issue”. Whitebox owns ~1% in LG Corp (003550 KS).
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 |
Mongolian Mining (975 HK) | 31.79% | HSBC | BNP |
Meilleure Health International (2327 HK) | 14.83% | Shenwan | Haitong |
Gome Electrical Appliances (493 HK) | 11.15% | Enlighten | Outside CCASS |
Kong Sun Holdings (295 HK) | 61.87% | China Tonghai | Mason |
Beaver Group Holding Co Ltd (8275 HK) | 41.11% | Gransing | Global Group |
China Lumena New Materials (67 HK) | 18.73% | Bocom | Outside CCASS |
Theme International Holdings (990 HK) | 70.72% | HSBC | China Ind |
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.
Name | % chg | Into | Out of |
Raffles (1376 HK) | 51.00% | HSBC | Outside CCASS |
Platt (1949 HK) | 75.00% | Opus | Easy |
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