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)
LINE Corp (3938 JP) (Mkt Cap: $12.4bn; Liquidity: $16mn)
This insight will make more sense if you have read Travis Lundy's Market Is Pricing a LINE Bump - Should It? and if possible, the FT article. The article mentions "In separate letters sent to Line’s board this month, several overseas hedge funds questioned both the deal’s valuation and the process by which the tender offer price was reached...". There are comments about the independence of two of the independent directors who participated in reviewing the LINE Tender Offer Price for the LINE independent committee because they just joined ZHD's board as independent directors as of the recent AGM selecting them. There are further arguments that because ZHD had gone up 30% since the announcement and Naver had gone up 66%, the price paid for LINE should go up. The idea there is that LINE investors have not been able to participate in the market's rise.
(link to Travis' insight: A LINE Bump - The Other Argument Against)
Esprit Holdings (330 HK) (Mkt Cap: $0.3bn; Liquidity: $1mn)
What was once a fashion marvel (and maven), Esprit has definitively fallen out of fashion. It's current market cap of $2.2bn compares with its high of HK$160bn a dozen years ago. The exit of deal-maker Michael Ying in 2000s appears to have left a void in both management and direction. Karen Lo Ki-yan, a descendent of Vitasoy Intl Holdings (345 HK)'s founder, sees an opportunity.
(link to my insight: Esprit (330 HK): The Claytons Activist?)
Sembcorp Industries (SCI SP) (Mkt Cap: $2.3bn; Liquidity: $14mn)
The Circulars are out for SMM and SCI shareholders for the Rights Offering and the Distribution. It's still a win for SCI. It is not awful for SMM from the point of view of being a standalone O&M business as it is getting a debt-equity bailout which lowers net leverage, and the outright big owner will now be Temasek. The earnings outlook is not great, but oil has rebounded in price since the announcement and setting itself up as a standalone will encourage expectations that Temasek would seek to merge SMM with the Keppel Corp O&M business. The Keppel H1 earnings announcement next week will likely do nothing to dispel such rumours and expectations in the big picture, even if it hurts the chances of the Partial Offer going through as planned.
(link to Travis' insight: Sembcorp Restructuring Details & Timing Announced - The Arithmetic Is Compelling)
Car Inc (699 HK) (Mkt Cap: $.7bn; Liquidity: $3mn)
Tainted by association with Luckin Coffee (LK US), Car took a bath back in April. UCAR, Car's largest shareholder entered into various agreements with SOE-BAIC, SAIC Motor (600104 CH), and Warburg-related entity Anber Gen; all the while selling down its stake, including on the "bath day". On the 20 July, Car announced last night that UCAR has terminated its agreement with SAIC; and had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gen to acquire an 8.04% of shares out (@ HK$3.10/share) - to collectively give Jinggangshan BAIC 28.91%. Amber Gen would be left holding 6.7% of shares out.
(link to my insight: Car Inc (699 HK): Deals On Wheels)
Accordia Golf Trust (AGT SP) (Mkt Cap: $0.5bn; Liquidity: $1mn)
Accordia Golf, the manager/operator of the golf courses that are owned by AGT, last November made a proposed non-binding bid for the shares of Accordia Golf Trust that it did not own. It took six months but at the end of June, an official bid was put forth. There was a letter from Hibiki Path Advisors, the second largest holder of Accordia Golf Trust shares, published as a press release on 3 July 2020 after the close. That letter was discussed in Major Accordia Golf Trust Shareholder Has Issues With Price & Process. Accordia Golf has now responded to Hibiki Path's letter. It is worth a read. It points out some realities. For arbitrageurs, it is also worth thinking about time, process, and cashflows.
Travis also believes the likelihood this gets blocked to be lower than the market seems to think. Expect total expenses on the AGT side to be less than 3% in total, and so expect some of the expenses which have already been taken (which impact the NAV) will be delivered back to unitholders. Travis would be buying aggressively at the lower half of Friday's range, and at Friday's VWAP of S$0.67428.
(link to Travis' insight: Accordia Golf Responds to Hibiki Path)
Cardinal Resources (CDV AU) (Mkt Cap: $0.3bn; Liquidity: $1mn)
Shandong Gold Mining Co., Ltd. (1787 HK) has revised its conditional Offer to A$0.70/share, a 6.1% premium to Nordgold's unconditional on-market all-cash Offer of A$0.66/share. Shandong's Offer remains subject to FIRB and Chinse regulatory approvals.
(link to my insight: Cardinal Resource (CDV AU): Shandong Reloads, But Not A Knockout Offer)
INEOS Styrolution India Limited (INEOS IN) (Mkt Cap: $0.2bn; Liquidity: <$1mn)
The Reverse Book Build process for the Delisting Offer of INEOS is now complete. The Offer-to-Buy Acquisition Window (which is really an Offer to Sell reverse auction window) closed today with 2,918,055 shares offered in 1,877 offers across 192 different price points ranging from INR 419 - the Floor Price - to INR 4,190 which is ten times the Floor Price. The total submitted is 66.37% of the float. Only 60.00002% was required to form a Discovered Price. Now the question is whether the buyer, INEOS, will agree to the Discovered Price and complete the transaction, or whether they will reject it. IF they reject it, they have two days to propose a Counter Offer.
(link to Travis' insight: INEOS Styrolution - Looks Like We Have a Price. Now We Wait For The Promoter's Answer)
Zenith Energy Ltd/AU (ZEN AU) (Mkt Cap: $0.2bn; Liquidity: <$1mn)
On the 21 July, PEP/Elemental Infrastructure increased the cash price to A$1.05/share from $1.01/share. The Offer is now best and final - provided no competing proposal emerges. The Scheme Consideration will include a fully franked special dividend of A$00.14/share. More importantly, Westoz said it would vote in favour of the Scheme. Shareholders have until the 29 July to submit their proxies or to change any exiting proxy. The revised Offer price is a 51.1% premium to the undisturbed price and above the independent experts' range of A$0.89-A$1.02.
ARA’s Bidder’s Statement has been issued. ARA's laundry list of issues with Cromwell Property (CMW AU)'s board can be found on page 3 & 4. On page 34 - ARA said it has received a notice of no objection from FIRB. This was one issue raised by Cromwell. Cromwell says its Target Statement will be released early to mid-August. It continues to advise shareholders to reject ARA's Offer, and that the Bidder's Statement contains misleading statements and material omissions. The Offer is NOT a 100% pro-rata trade. This is a "proportional" offer, not a "partial" offer. You can only accept the Offer in full for 29% of your Cromwell holding - not a greater or lesser proportion. The is spelled out under Question 2 on page 11 of the Bidder's Statement. This was not immediately apparent from reading the initial announcement. Therefore the "arb grids" mentioned in my report are not relevant with respect to this deal. Apologies.
Iberdrola SA (IBE SM)'s unconditional offer of $0.89 for Infigen Energy (IFN AU) expires on 30 July. Iberdrola announced a conditional offer bump to A$0.92/share IF Iberdrola gets an additional 13% of shares out by 30 July. This extra 13% would effectively get them to 50+% by getting them to 37+% and they could presumably then purchase the 13% TCI owns but did not promise in the conditional purchase agreement before this (because Iberdrola was limited to 19.9%). Separately, Bidder UAC, controlled by Ayala Corporation (AC PM) made an announcement (ASX link) that it would not change the terms of its Offer. It also said it had not decided what to do with its stake in Infigen.
In Hanjin Kal Warrant TOB: Terms & Spread, Sanghyun Park discusses the tender offer for Hanjin KAL Corp (180640 KS)'s warrants. The Offer price is ₩25,000 apiece for 1.2mn warrants. It represents 33.0% of the total warrants and 1.9% of the total shares after full conversion. The tender begins on July 23 and runs until August 12. It is an all-cash deal, and the payment is on August 18.
In CCT+CMT: CMT 2Q20 Results Update & CCT+CMT: CCT 2Q20 Results Update Sumeet Singh analysed the results for Capitaland Commercial Trust (CCT SP) & Capitaland Commercial Trust (CCT SP) respectively.
In Korea M&A Spotlight: A Big Investment in S.M. Entertainment by Naver?, Douglas Kim discussed reports that S.M.Entertainment Co (041510 KS) is currently negotiating with Naver Corp (035420 KS) to sell a portion of S.M. Entertainment to Naver for about 100 billion won. Currently, S.M. Entertainment has a market cap of 791 billion won so a 100 billion won investment in the company would be worth nearly 12.6% stake int he company, making Naver the second-biggest owner in the S.M. Entertainment after the founder Lee Soo-Man who has an 18.7% stake in the company. If indeed this deal is completed, we believe it could be a win-win situation for both parties, especially for S.M. Entertainment since it would have a powerful Naver as one of its major investors. We certainly believe the completion of this deal could boost the share price of S.M. Entertainment further, whose share price is down 12% YTD.
In Reliance Jio-Google Partnership to Challenge Xiaomi’s Market Dominance in India, Shifara Samsudeen discussed Reliance Industries' announcement that Jio Platforms and Google have signed a binding agreement for an investment of INR33,737 crores (about US$4.5bn) into Jio Platforms. Google’s investment translates into a 7.73% equity stake. With Google’s investment, Jio Platforms has so far attracted US$20.22bn in investment from global tech giants as well as from private equity companies and has so far sold 32.97% equity stake on the company. This Jio-Google partnership is expected to challenge Xiaomi Corp (1810 HK)'s market share dominance in India.
Jardine Cycle & Carriage (JCNC SP) / Astra International (ASII IJ)
JCNC was trading cheap on a NAV and stub basis this time last month (StubWorld: Matheson Buybacks As Ratio Mean Reverts; JCNC Looking Cheap). It is now even cheaper. Astra is up ~52% in the past three months, against (~1%) for JCNC, resulting in the discount to NAV at ~28%, a multi-year low (> five years). The recent bifurcation has blown through the -2STD on a five-year NAV view.
(link to my insight: StubWorld: JCNC Now Even Cheaper)
Skyworth Group Limited (751 HK) (Mkt Cap: $1bn; Liquidity: $3mn)
Back on the 17th June, Skyworth announced a partial buyback - 12.83% of shares out or 392.8mn shares, at HK$2.80/share, a 32.1% premium to last close. Skyworth had cash on hand of HK$5.4bn as at Dec-19, or ~HK$3bn at the parent level, netting off cash held in 57.8%-held subsidiary Skyworth Digital Co Ltd A (000810 CH) ("SDC"). More than enough to cover the buyback bill of HK$1.1bn (US$141mn). Then on the 15 July, Skyworth announced it had submitted a PN15 application to spin-off and list Shenzhen Coocaa Network Technology Company Limited (Coocaa), a non-wholly owned subsidiary of the Skyworth.
(link to my insight: Skyworth (751 HK): Proposed Coocaa Spin-Off)
On 17 July 2020, Aker agreed to acquire Kvaerner ASA (KVAER NO) in a transaction structured as a merger of equals (“statutory merger”), in which Aker Solutions will absorb Kværner. Both oil-industry suppliers are controlled by Norwegian billionaire Kjell Inge Røkke, while Norway is also a shareholder in Aker Solutions. The declared rationale of the merger is to vertically integrate to become a stronger player in the global energy industry. Both companies have been hit by the reduction of capex among the oil companies and drilling contractors, in the wake of the coronavirus. Røkke seeks to unlock synergies in a leaner company and win business opportunities in renewable energies
(link to Jesus Rodriguez Aguilar insight: Aker Solutions - Kværner Agreed Merger)
In Tata Motors DVR: Discount Blows Out, Brian Freitas discussed Tata Motors DVR (TTMT/A IN)'s discount to the common shares Tata Motors Ltd (TTMT IN), which had blown out to 62%. This comes at a time when the lockdown in India has decimated auto sales and the stock price continues to languish near multi-year lows, though higher than the lows it hit in March. After reaching a discount of 60% late February, the discount contracted to 47% mid-March as Tata Sons started to buy the Differential Voting Rights (DVR) for the first time ever. Since then, the discount has slipped back to its previous lows and beyond. The difference in the liquidity of the two lines could be an important factor in driving the discount to historical wide levels.
LG Household & Health Care-Pref (051905 KS) is below -2DTD on a 20 day MA - this last occurred on the 4 May. But as Sanghyun notes in LG H&H 1P: Another Severe Deviation, Probably Resulting from Liquidity Gap, liquidity is an issue for 1P.
The Hang Seng Indexes Company review of the constituents of the Hang Seng Composite Index for the September 2020 review will be made on 14 August and will be effective after the close of trading on 4 September. From the upcoming review, Biotech companies listed under Chapter 18A of the HKEX Main Board listing rules will be eligible for inclusion in the HSCI. This is a huge change given that Biotech is a big investment theme in the current environment and mainland investors could come rushing into these names. In HSCI and Stock Connect - Biotech Stocks Now Eligible; Inclusion & Exclusion Possibilities, Brian sees 22 possible inclusions in the HSCI (and consequently becoming eligible for Stock Connect) and 10 deletions (which will take the stocks off the eligible buy list and make them eligible for sell-only via Stock Connect).
On 30 September 2019, FTSE Russell proposed to assign J-REITs as an eligible security class within FTSE GEIS and associated indexes commencing in conjunction with the September 2020 FTSE GEIS semi-annual review. The inclusion would be done in 4 tranches and conclude with the June 2021 quarterly review. The FTSE will announce the list of changes as part of the September 2020 semi-annual review on 21 August and the changes will be effective after the close of trading on 18 September. In J-REIT Inclusion in the FTSE GEIS Coming Up Soon, Brian sees 53 possible additions of J-REITs to the FTSE GEIS. The impact on the J-REITs is not very high because of the tranched inclusion in the indices, but there are quite a few stocks that have over 2 days of ADV to buy.
China Baofeng (International) Limited (3966 HK) 's Scheme doc is dispatched. The Court Meeting is the 17 August with an indicative payment on the 15 September.
The despatch of the TA Global Bhd (TAGB MK)'s circular is now expected to occur in mid-Nov. This is because the valuation report on the properties has exceeded their six-month validity. The EGM is expected to take place at the end of November.
O-Net Technologies (Group) (877 HK) announced a profit warning for 1H20, stating it expects a decrease of 40%-50% compared to 1H19, due to the: delay in the shipment of orders as COVID-19 has disrupted supply channels; a shortage of labour; and the write-off of obsolete inventories.
Not a takeover after all for Shougang Fushan Resources (639 HK) - but a partial buyback. 250mn shares - 4.7% of shares out - at $2/share vs the last close of HK$1.83. Funde won't participate in the buyback- so its shareholding would go 31.48% from 29.99%. This, therefore, needs a whitewash waiver from minority shareholders such that Funde is not obligated to make an MGO. This looks like an exercise for Funde to get above 30% then creep 2% every 12 months should it wish.
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 |
Pw Medtech (1358 HK) | 19.02% | JPM | MS/HSBC |
Evergreen Products (1962 HK) | 15.17% | Kingsway | UBS |
Ct Environmental (1363 HK) | 13.22% | China Sec | Sun Sec |
China Silver (815 HK) | 11.01% | HSBC | Citi |
Pujiang Int (2060 HK) | 24.70% | CMB | I Win |
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