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)
Shinsei Bank (8303 JP) (Mkt Cap: $2.6bn; Liquidity: $15mn)
Shinsei has a high enough Basel III capital ratio at 11.2% to be able to buy shares back in larger size than they have been doing. The sale of Jih Sun Financial (5820 TT) (see below) should free up a considerable amount of capital which could be used to buy other assets to increase profit, or to buy back shares. Given shares are near a seven-year low, and a large percentage of the shares are simply not for sale, a good way to execute a buyback using freed up capital is through an Own Share Tender Offer. Shinsei is also in a uniquely good place to execute this kind of buyback. Doing so would please long-suffering active foreign shareholders, would allow for a rise in price through a substantial lowering of share count at a price well below Tangible BVPS, and encourage other new entrant shareholders to be willing to buy at a higher price given the strong capital action.
(link to Travis' insight: 2021 High Conviction - Shinsei Bank)
Huifu Payment Limited (1806 HK) (Mkt Cap: $0.5bn; Liquidity: $1mn)
Third-party service provider Huifu announced a Scheme such that shares will be cancelled in exchange for either $3.50/share cash, a 26.8% premium to last close; or 2.709677 new shares in the Offeror. Neither the cash nor the scrip consideration will be increased. The Offeror is an unlisted vehicle owned as to 70.7030%, 24.6620%, and 4.6350% by Zhou Ye, Mu Haijie, and Jin Yuan, who are directors of Huifu. These directors and concert parties hold 17.61% of shares out, and will be required to abstain from voting at the Scheme Meeting. Key Scheme conditions include at least 75% of Disinterested Shares voting FOR & not more than 10% of the votes attached to ALL the Disinterested Shares against. Irrevocables totaling 828.738mn shares out or 63.59% have been received. That satisfies the 75% limb. The headcount test applies as Huifu is Cayman incorporated.
links to my insights:
Huifu Payment (1806 HK): Scheme Offer
Huifu Payment (1806 HK): Early Withdrawal?
Vedanta Ltd (VEDL IN) (Mkt Cap: $7.6bn; Liquidity: $63mn)
The Vedanta promoter Vedanta Resources (VED LN) unit Vedanta Holdings Mauritius II has announced an Accelerated Purchase of Shares of VEDL. The promoter seeks to buy in an Offer To Buy ~185 million shares or 4.98% of shares outstanding at a price between INR 150.45 - 160.00/share (a 0.0% to 6.3% premium to the BSE close of INR 150.45 today 23 December). This comes a short time after the parent raised funds at 13% to lengthen the existing debt schedule by repaying debt maturing earlier. This event is not completely unexpected.
(link to Travis' insight: Vedanta Promoter Launches Offer to Buy 4.98%)
Cardinal Resources (CDV AU) (Mkt Cap: $0.4bn; Liquidity: $1mn)
On the 25 November, Ghanaian firm Engineers & Planners Company formally launched a A$1.05/share all-cash offer. Shandong Gold Mining Co., Ltd. (1787 HK) immediately bumped its Offer to A$1.05/share. On the 11 December, Nord Gold raised its Offer to A$1.05/share. Shandong has now announced it will increase its Offer to A$1.075/share provided it holds at least 30% of Cardinal shares by the 31 December AND Nord gold's on-market Offer is not extended beyond the 23 December.
links to my insights:
Cardinal Resources: Shandong's Indicative Bump
Cardinal Resources (CDV AU). Exit Nord Gold, Enter Dongshan
Jih Sun Financial (5820 TT) (Mkt Cap: $1.7bn; Liquidity: $1mn)
Fubon Financial Holding Co (2881 TT) has announced a board decision to conduct a Tender Offer to take control of Jih Sun at NT$13/share. The offer will be contingent on gaining 50.01% of the shares and Fubon will buy any and all shares tendered if it clears that hurdle. This is not a huge premium, and comes to only a small premium to book value (1.05x) but is most likely to be successful because of the two owners who currently own 60%. Buy the deal at a decent spread to terms to expect that it gets done on time.
(link to Travis' insight: Fubon Financial Tender Offer for Jih Sun Financial)
FGV Holdings Bhd (FGV MK) (Mkt Cap: $1.1bn; Liquidity: $5mn)
Following fractious allegations over a land lease agreement (LLA), on the 8 December, government-backed FELDA announced a possible mandatory takeover (MTO) of FGV at RM1.30/share. FELDA, which held a 36.61% stake in FGV, had entered into conditional SPAs to buy the 6.1% and 7.78% stakes held by Kumpulan Wang Persaraan and Urusharta Jamaah for RM658mn. Those SPAs have now completed and an unconditional MTO is triggered. It is unconditional as FELDA now holds 50.49% when taking into account parties acting in concert. This deal is done. Expect shares to trade tight to terms.
(link to my insight: FGV Holdings: Low-Ball MTO Triggered)
SHK Hong Kong Industries (666 HK) (Mkt Cap: $0.1bn; Liquidity: <$1mn)
After privatizing Allied Properties (H.K.) (56 HK) recently, Allied (373 HK) has now made an Offer for 75%-held SHK, by way of a Scheme, at $0.21/share (cash), a 50.00% premium to last close. The Offer price is final. SHK is HK-incorporated, therefore there is no headcount test. Should the Scheme complete - and I see no specific hurdle why it will not - AGL would have privatised its two key holdings, and at 0.4x P/B, may well be the next take-private target.
(link to my insight: SHK (666 HK): Allied Group Further Cleans House With Scheme Offer)
On the 15 December, amaysim announced WAM Capital Ltd (WAM AU) was 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 had limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs. Now micro-fund RAMcap's CEO Richard Matthews has been in contact with AYS seeking a meeting to elaborate on a proposal for RAMcap to make a scrip takeover offer for AYS. The bid consideration of the proposed offer, comprising either A$0.85/share in its less leveraged fund (ORD offer), and A$0.90/share for the more leveraged portfolio (REDP offer).
(link to my insight: Amaysim (AYS AU): A WAM RAM Stoush)
Jardine Cycle & Carriage (JCNC SP) / Astra International (ASII IJ)
JCNC's shares outperformed subsequent to the MSCI deletion announcement on the 10 November, with the discount to NAV narrowing ahead of its deletion on the 30 November. JCNC has since retraced and is now at a multi-year low (i.e. multi-year high discount) to NAV. I see JCNC at a ~39% discount to NAV. JCNC is down 36% in the past year compared to -11% for 50.1%-held Astra. The current implied stub of negative S$10.10/share is at a level not seen since July 2015, and compares to the long-term average of negative S$3.00/share. There has been a tendency for shares to bounce off this extreme level in the previous four occurrences in the past eight years.
Astra accounts for 92%/77% of JCNC's NAV/GAV. Since the beginning of October, the market has assigned S$2.8bn LESS to JCNC's stub ops. JCNC's MSCI deletion is now done. The sentiment for Indonesian autos is upbeat, and Astra is back to February levels. Investors should be buying JCNC here. I would look to set up the stub - Long JCNC, Short ASII, with a view to mean reversion. Or at a minimum, it should go on the watchlist as something to put on once the momentum stops/reverses.
(link to my insight: StubWorld: Jardine Cycle & Carriage - Back To MSCI Deletion Levels)
On 23 December, LG Electronics (066570 KS) announced that it will spin off its electric vehicles components business and form a major joint venture with Magna International (MG CN). The name of this JV newco is LG Magna e-Powertrain. LG Electronics has provided EV components such as motors and battery packs for GM's Bolt and Jaguar's I-Pace electric vehicles. Magna makes EV gear for Volkswagen and other carmakers. The JV will employ about 1,000 people in North America, Korea, and China. The initial value of the newly formed JV will be $925mn. In LG Electronics' New JV (LG Magna E-Powertrain): A Strategy to Become a Supplier to Apple's EVs? Douglas Kim touches on the speculation that this new JV could potentially become a leading supplier to Apple's new EVs.
Hong Kong IPOs: Lock-Up Expiries (December 2020 Edition)
This monthly insight looks at companies that have been listed for around six months, as a guide to when insiders/controlling shareholders are permitted to sell, potentially creating an overhang that could depress prices.
I've also constructed a chart highlighting the performance of 92 IPOs leading up to their lock-up, and compared this to the HSI index. The performance of the IPOs and the Index bifurcates around two weeks prior to the lock-up
(link to my insight: Hong Kong IPOs: Lock-Up Expiries (December 2020 Edition))
Telecoms company IPS announced they had received approval to move from the MOTHERS Section to the First Section of the Tokyo Stock Exchange as of 25th 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. The Inclusion parameters are attractive. Janaghan Jeyakumar estimates the Inclusion quantity to be 556,600-668,000 shares. This translates to an Inclusion Size of ¥1.2 -1.5bn and an Impact of ~4 days of volume based on 3-month ADV. The company has not launched any substantial equity offerings in the run up to this TSE1 reassignment. All else equal, this is more bullish in the supply-demand balance than most of the TOPIX Inclusion cases in 2020.
In Hyundai Motor Div Play: 1P & 2PB at 3% Gain with Short Hedge on Ord Futures, Sanghyun Park notes Hyundai Motor Co (005380 KS)'s Ords have a 2.15% div yield, whereas 1P enjoys 4.62%. 2PB features a 4.49% yield.
Changes to the FTSE China 50 and FTSE China A50 Due to the Executive Order. Semiconductor Manufacturing International Corp (SMIC) (981 HK) is being deleted from the FTSE China 50 index, while Hangzhou Hikvision (002415 CH) is being deleted from the FTSE China A50 Index (XIN9I INDEX) with the changes becoming effective after the close of trading on 6 January. At the current time, Great Wall Motor (2333 HK) is the highest ranked candidate in the FTSE China 50 Reserve List and the replacement for SMIC, while Shanxi Xinghuacun Fen Wine Factory Co (600809 CH) is the highest-ranked stock in the FTSE China A50 Index (XIN9I INDEX) Reserve List and the likely replacement for Hikvision. Link to Brian Freitas' insight: Changes to the FTSE China 50 and FTSE China A50 Due to the Executive Order.
HSI Market Consultation. The consultation will remain open for comments till 24 January and the conclusions should be announced in February. Meituan (3690 HK) will benefit from an increase in the cap on WVR securities from 5% to 8%. Stocks that could be added to the index are NetEase (9999 HK), Longfor Properties (960 HK), JD.com (HK) (9618 HK), amongst others. Stocks at risk of deletion are Petrochina Co Ltd H (857 HK), Bank Of Communications Co H (3328 HK), China Life Insurance Co H (2628 HK) and AAC Technologies Holdings (2018 HK). Link to Brian's insight: HSI Market Consultation - Wide Ranging Changes Proposed.
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 |
Indigo Star (8373 HK) | 34.20% | SHK | Outside CCASS |
Ocumension Therapeutics (1477 HK) | 19.39% | MS | Outside CCASS |
Cash Financial Services Group (510 HK) | 35.50% | BoC | Celestial |
True partner (8657 HK) | 13.94% | HSBC | Outside CCASS |
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.
Name | % chg | Into | Out of |
Shinsun Holdings (2599 HK) | 68.91% | CCB | Outside CCASS |
Kidztech (6918 HK) | 37.18% | Fulbright | HSBC |
Everest Medicines (1952 HK) | 13.80% | CMB | Outside CCASS |
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