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)
Sydney Airport (SYD AU) (Mkt Cap: $15.9bn; Liquidity: $44mn)
After rejecting an $8.25/share proposal on the 15 July, and a $8.45 bid on the 16 August, SYD has now granted the Sydney Aviation Alliance (SAA) non-exclusive due diligence after receiving a A$8.75/share conditional proposal, a 51% premium to the undisturbed price on the 4 July 2021. SAA comprises Aussie investors IFM Investors, QSuper, and AustralianSuper, and the U.S.' Global Infrastructure Partners. As per Australia's Airport Act, at least 51% of the airport must be Australian-owned. Consistent with the initial proposal on the 5 July, should the proposal proceed, UniSuper (SYD's largest shareholder with 15.3%) will roll over its equity stake into the Consortium, rather than receive the cash consideration. And as per the earlier proposals, any dividend paid would reduce the cash consideration.
(link to my insight: Sydney Airport (SYD AU): Consortium Ups Bid And Granted Due Diligence)
Shinsei Bank (8303 JP) (Mkt Cap: $3.6bn; Liquidity: $17mn)
On Thursday 9 September, SBI Holdings (8473 JP) announced a Tender Offer aimed at lifting its stake in Shinsei Bank to 48% at a sharp premium (up 46%). It hadn't warned Shinsei Bank of its intention to do so. The Nikkei reported in a short article earlier this week that Shinsei's board would meet this week to approve an "emergency" poison pill defence. If this causes the stock to spike because it looks like Shinsei is being crafty, Travis Lundy said he might sell if he owned stock.
(link to Travis' insight: Shinsei Looks To A Poison Pill, But Probably Not Really)
Australian Pharmaceutical Industries (API AU) (Mkt Cap: $0.5bn; Liquidity: $2mn)
After bumping the Offer by 12.3% to A$1.55/share, Wesfarmers Ltd (WES AU) and retail pharmacy health/beauty and lifestyle products operator API entered into a process deed yesterday. A fully franked dividend of A$0.05/share is permitted, which if paid will reduce the cash consideration. Washington H. Soul Pattinson and Co. Ltd (SOL AU) remains supportive and will vote its 19.3% in favour of the revised proposal. API has granted Wesfarmers exclusive due diligence until the 16 October. The deal is also subject to ACCC clearance.
(link to my insight: Aussie Pharma (API AU): Wesfarmer's Sweetened (Yet Indicative) Offer)
Kansai Super Market (9919 JP) (Mkt Cap: $0.5bn; Liquidity: $2mn)
This is a complicated deal and it begs the question of whether shareholder interests matter and how shareholders decide. On 31 August, Kansai Super and its top shareholder (10.02% of shares out) H2 O Retailing (8242 JP) announced a business merger whereby the H₂O would inject two supermarket businesses it owns - Izumiya and Hankyu Oasis - into a holding company with Kansai Super, receiving shares in a newly enlarged Kansai Super in exchange. H₂O would go from owning 10.66% to owning 58% of Kansai Super, and the 89.34% of minorities would own 42% of NEWCO.
(link to Travis' insight: The Kansai Super (9919) Conundrum)
Kerry Logistics Network (636 HK)traded ex its special dividend this past Tuesday. You could still tender into the Offer - but not buy and tender. If you tender, you still receive the special dividend. But if you intended to tender into the Offer, with a minimum pro-ration of 76.02%, you should simply sell in the market at the time at HK$18.60 and get 100% filled. The final pro-ration was 89.6%. Not bad. Link to my insight: Kerry Logistics (636 HK): Sell Here As Opposed To Tendering.
The morning of the 16th of September 2021, Milton Corp Ltd (MLT AU) announced an expected A$0.37/share fully-franked special dividend (which should produce A$0.15857/share of franking credits) to go ex- on 21 September, which coincidentally should be the last day of trading for the stock. Washington H. Soul Pattinson and Co. Ltd (SOL AU) shares fell more than 5% on the day, heading lower early, and staying low throughout the day. The substantial excess volume suggests that there IS pre-positioning. It would not appear to be nearly as large as the total excess volume. That suggests there is still a decent net buy on SOL which is not pre-positioned for Tuesday's close. Borrow on SOL has disappeared. Travis remains bullish. He is now less inclined to take risk off into the close of Tuesday because the net offer to bid side volume progression has been so mild. Link to Travis' insight: Marvelous Milton and WHSP (SOL AU) Index Event Prepositioning Analysis.
The previous Friday, midsize residential JREIT Daiwa Securities Living (8986 JP) launched a follow-on equity offerings to partially fund their recent acquisitions. The primary offer quantity is 70,476 units. In addition, there will also be an over-allotment quantity of 3,524 units. The total size of this offering could be roughly ¥8.5bn (~US$77mn). While such offerings are mostly of interest to primary market investors, we also see such offerings as catalysts for strong secondary market performance making these events worth tracking for secondary market investors too. On average, J-REITs have historically outperformed the TSEREIT Index in the wake of follow-on equity offerings, with win rates exceeding 80%. In Daiwa Securities Living (8986 JP): Offering Could Trigger Outperformance Vs TSEREIT Index, Janaghan Jeyakumar looks at the details of Daiwa Securities Living (DSLIC)'s latest offering and an evaluation of its potential to trigger outperformance against the TSEREIT Index.
Allcargo Logistics (AGLL IN) announced that their shareholders had rejected their proposal for voluntary delisting bringing an abrupt end to an event trade that was gathering a lot of momentum. This was not a glitch. The opposition to this Deal is loud and clear. Since the time the Deal was announced in August 2020, Allcargo share price has more-than-doubled. However, this is now a Deal Break situation. According to press reports, the promoters will not reinitiate a delisting process. INR109.00 is the true "undisturbed price". That was the last price at which the stock traded before the first delisting proposal was announced in August 2020. However, many things have changed since then. The newly-set floor price of INR148.01 is a more logical rock-bottom estimate of Deal Break Price. As a safety measure, Janaghan recommends in Allcargo (AGLL IN): Shareholders Reject! What Now? he would quit this volatile situation as soon as possible.
Wood flooring manufacturer Nature Home Holding Company (2083 HK) announced on the 27 July an Offer from its founding shareholders, by way of a Scheme, at HK$1.70/share, bang in line with my earlier estimate. The Offer Price will not be increased. Nature Home does not intend to declare any dividends during the Offer period. Dehua Tb New Decoration A (002043 CH) has given an irrevocable rollover undertaking for its 19.6% stake. The Scheme Document is despatched. The Court Meeting is scheduled for the 6 October and provided all resolutions pass, cheques are expected to be despatched on or before the 26 October. This Offer still looks done. The IFA considers the terms to be fair and reasonable, but also flags uncertainty as to Nature Home's financial position and operating cash flow on account of its outstanding trade receivables with Evergrande. Link to my insight: Nature Home (2083 HK): Scheme Doc Out. Court Meeting On 6 Oct. Evergrande Overhang.
Malaysia-based packaging material manufacturer and property developer Scientex (SCI MK) launched an Unconditional Voluntary Take-Over Offer to buy all the remaining shares in their 61.88%-owned subsidiary Daibochi (DPP MK). Scientex will pay RM2.70 per ordinary share and RM0.32 per warrant in cash. The Offer is for 124,784,759 ordinary shares (representing 38.12% of the total issued shares) and 26,137,985 warrants (representing 95.75% of the outstanding Warrants). This is a simple rate-of-return trade with near-zero downside risk. Link to Janaghan's insight: Scientex - Daibochi: Unconditional Voluntary Take-Over Offer.
SK E&S is taking its subsidiary Busan City Gas (015350 KS) private through a tender offer. On 16 September, SK E&S announced that it would buy 2,595,597 shares of Busan City Gas (23.6% stake) at 85,000 won per share. Link to Douglas Kim's insight: SK E&S Makes a Tender Offer For Busan City Gas To Take It Private.
Melco International Development (200 HK) / Melco Resorts & Entertainment (MLCO US)
As discussed in StubWorld: Gambling On Macau's Gaming Concession Renewal, the casino licences for all six gaming operators in Macau - Melco, Sands China Ltd (1928 HK), Wynn Macau Ltd (1128 HK), Galaxy Entertainment Group (27 HK), SJM Holdings (880 HK) & MGM China Holdings (2282 HK) - expire in June 2022. In 2002, the gaming regulator gave licenses to Wynn Macau, Galaxy-Sands, and SJM. Three sub-concussions ensued - Sands, Melco PBL Gaming, and MGM Paradise.
In Hong Kong's Standard, it quoted Ian I Lin, a consultant to the secretary for the Economy and Finance Office, as saying "The Macau government proposed to prohibit the sub-concessionaire in the gaming law and to reexamine the number of licensing for gambling operators". I cannot find a source for that quote. This suggestion here - and flashed around numerous media articles (such as here) - is that sub-concession will be axed. As of now, it appears to be a proposal, not an absolute. My bet is that the government issues six licenses and does away with the sub-concessions. A tender process will still be involved but is unlikely to generate a new player.
(link to my insight: StubWorld: Consultation Batters Macau Gaming Counters)
Evergrande Real Estate Group (3333 HK) (Mkt Cap: $5bn; Liquidity: $45mn)
Early this week, Evergrande announced it expects significant declines in contract sales in September. Contract sales in June, July, and August 2021 were to RMB71.63bn, RMB43.78bn, and RMB38.08bn. Often the month of September is when real estate companies in China record higher contract sales of properties. Evergrande said: "ongoing negative media reports concerning the Group have dampened the confidence of potential property purchasers in the Group.... (and) in view of the difficulties, challenges and uncertainties in improving its liquidity .... there is no guarantee that the Group will be able to meet its financial obligations under the relevant financing documents and other contracts".
The fact Evergrande has had to deny it is facing bankruptcy is somewhat of a death sentence. With customers now spooked - reportedly housing authorities in Foshan said mortgages would be suspended to Evergrande projects in Nanhai district - how will the decline in revenues be reversed, which in turn further exacerbates liquidity issues, and Evergrande's ability to service debt? The fact Evergrande's liquidity issue has now gone fully public makes one question how it can reverse this negative trend - without government intervention.
(link to my insight: Evergrande (3333 HK): Now Homebuyers And Employees Are Revolting)
There should be a down-weight to Softbank Group (9984 JP)'s TOPIX weight in October. The current level of 72.78% - assessed at that level to avoid having to make an inter-review selldown - will likely be re-assessed to 0.55 or 0.60. The selldown should be 43-60mm shares or at JPY 7,000/share that would be $2.7-3.8 billion or 3.0-4.2 days of ADV, which is decent-sized for a stock like this where a large portion of the volume in any given day is day-traders and HFT. Link to Travis' insight: That Upcoming $3-4bn SELL on Softbank Group (9984).
Shui On Land (272 HK) (Mkt Cap: $1.3bn; Liquidity: $2mn)
On the 13 September, PRC property developer Shui On announced the proposed spin-off and listing various property interests in China, under the banner Shui On Xintiandi. This is Shui On's second attempt to list Xintiandi, having first proposed a listing on the 28 May 2012. That spin-off was ultimately abandoned, but not before Brookfield Property invested US$500mn in convertible perpetual securities on the 31 October 2013, and once exercised on the 2 September 2015, gave Brookfield a 21.894% stake in Xintiandi. On the 28 December 2018, Shui On bought out Brookfield's share for HK$4.073bn. This implied a fair value for Xintiandi of HK$18.6bn. With a NAV of HK$17.4bn (as at 31 Dec 2017), Shui On paid an implied P/B of 1.07x. Since 15 March 2019, Xintiandi has been a wholly-owned subsidiary of Shui On Land.
(link to my insight: Shui On Land (272 HK)'s Xintiandi Spin-Off)
Japan-based food delivery company Demae-Can Co., Ltd. (2484 JP) launched a follow-on equity offering to raise capital for business expansion. In Demae-Can's Latest Offering Preserves The Potential for TOPIX Inclusion, Janaghan still sees Damae-Can as a potential TOPIX Inclusion Candidate. If they make it to the Prime Market, he conservatively expects their FFW to be around 35% and assuming a TOPIX-tracking of 18.5% of float, the potential Inclusion Quantity could be around 9.3mn shares based on post-offering share count. Based on current ADV, this would be roughly 11 days of volume but since trading volumes can increase after this offering the actual day count could be lower than this. this also depends on who takes up the offering. Demae-Can prices its offer at ¥1736/share, after the stock magically closed down 8+% on the 15 September.
Sk Chemicals Co Ltd/New (285130 KS) announced it will be spinning off its utility business that makes industrial boilers and power generation facilities that produce electricity. It's a small business though - it generated sales of ₩37.3bn in 2020, and had total assets of ₩171.5bn. This compares to SK Chemicals sales of ₩1,215bn and total assets of ₩2,120bn. Link to Douglas Kim's insight: SK Chemicals - Spinning Off Its Utility Business & Creating Higher Value.
On 13 September 2021, Ocean Yield ASA (OCY NO) announced that it had reached an agreement with Octopus Bidco (owned by funds advised by KKR & Co Inc (KKR US)). Consideration is NOK 41/share, cum dividend, for an implied equity value (deal value) of NOK 7,186.75 mn (NOK 7,200 mn as reported) and implied EV of 18,789.38 mn. This represents 12.4x EV/Fwd Revenue, 13.2x EV/Fwd EBITDA, 10.9x Fwd P/E and 125.8x deal value/Consensus NAV. The consideration will be increased with any incremental sales price received for the FPSO Dhirubhai above $19 mn if sold prior to settlement of the offer. If Aker Energy declares the purchase option at $35m, the offer price will rise to NOK 41.74/share. Link to Jesus' insight: KKR/Ocean Yield: Recommended Offer.
Vivendi SA (VIV FP) will increase its stake in Lagardere SCA (MMB FP), which implies the mandatory launch of a takeover bid for the whole share capital of Lagardere. Vivendi has agreed to purchase a 17.9% stake from of Amber Holdings in Lagardere, thus raising its stake to 44.9%. Therefore Vivendi will exceed the 30% threshold that requires launching a full takeover bid. Both the 17.9% acquisition and the subsequent takeover bid are launched at a price of €24.10/share. The premium paid amounts to 23.6% (18.4% to the 3-month VWAP). Link to Jesus' insight: Vivendi/Lagardere: Mandatory Friendly Offer.
This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks. I number 36, mostly firm, deals around the region.
(link to my insight: Asia-Pac Weekly Risk Arb Summary: Sydney Airport, Aussie Pharma, Milton, Shinsei Bank)
FTSE announced that the upweight on West Japan Railway Co (9021 JP) would take place on the close of the 17th. West Japan Railway will remain in the index with an increased shares in issue total from 191,204,871 to 243,871,971 and an unchanged investability weighting of 94.55%.
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 |
Dongwu Cement International (695 HK) | 53.90% | CMB | Outside CCASS |
Tibet Water Resources Ltd. (1115 HK) | 10.29% | Ching Hing | Chow Sang |
Goldin Financial (530 HK) | 24.32% | ICBC | Outside CCASS |
Raymond Industrial (229 HK) | 13.87% | BNP | HSBC |
Le Saunda (738 HK) | 12.25% | BNP | HSBC |
Dickson Concepts Intl (113 HK) | 10.56% | BNP | HSBC |
Minsheng Education (1569 HK) | 10.24% | St Chart | Outside CCASS |
Amuse (8545 HK) | 24.30% | Quasar | Outside CCASS |
Finsoft Financial Investment Holdngs (8018 HK) | 14.52% | MS | DBS |
C&N Holdings Ltd (8430 HK) | 14.14% | Futu | Outside CCASS |
Source: HKEx |
I listen to a bunch of music when writing insights. Here are a handful of tunes, old & new, that piqued my interest during the week: Quanza's Neon Noir, LTJ's I Don't Want This Groove To Ever End, Logic1000's Safe In My Arms, Ariwo's To Earth.
What are you listening to?
Enjoy your Sunday!
Join 55,000+ investors, including top global asset managers overseeing $13+ trillion.
Upgrade later to our paid plans for full-access.