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)
Toshiba Corp (6502 JP) (Mkt Cap: $15bn; Liquidity: $70mn)
The NEW News is that on the previous Friday the TSE announced that Toshiba would be reassigned to the TSE1 on 29 January. According to TOPIX Index Methodology (25 Dec 2020 version), this means it will be included in TOPIX as of the last trading day of February, which means the index inclusion event is at the close of 25 February 2021. Toshiba itself made a flowery announcement full of words about the seriousness of its governance and compliance. Long-suffering activists may rejoice. This creates liquidity for a partial exit.
links to:
Travis' insight: Toshiba Finally Gets Into TOPIX but Beware the Baku (It's Complicated)
Janaghan Jeyakumar's insight: TOPIX Inclusion Trade Summary: Jan 2021
Cathay Pacific Airways (293 HK) (Mkt Cap: $5bn; Liquidity: $10mn)
After Hong Kong's government planned to impose a 14-day quarantine and seven-day medical surveillance on all aircrew, Cathay announced it would have a "significant impact on our ability to service our passenger and cargo markets" and would add "a further increase in our cash burn of approximately HK$300-$400 million per month". In effect, the uptick in cost from the new quarantine measures negates the cost savings from the cessation of Cathay Dragon announced last October. Cathay subsequently announced the issuance of a HK$6.74bn 2.75% convertible bond due 2026.
(link to my insight: Cathay Pacific (293 HK): Back To Terminal)
OFAC Extends the Deadline On “Names Closely Match” Chinese Military Company Transaction Bans
On 27 January, OFAC (Office of Foreign Assets Control) released an amendment to the General License 1 called General License 1A which replaces General License 1. It permits transactions in securities whose names closely match the entities covered by Executive Order 13959 but have not been listed by OFAC in its non-SDN list. This permission runs through 27 May 2021. MSCI announced that it will not proceed with the deletion of the five securities it referenced in its communication on 26 January. FTSE announced similar treatment for its list.
links to Travis' insight:
OFAC Extends the Deadline On "Names Closely Match" Chinese Military Company Transaction Bans
Last Minute Trump EO Deletions by MSCI : CGN Power Matters
And Brian Freitas's insight: POTUS Executive Order: MSCI Deletes More Stocks; FTSE Could Be Next
Following the GameStop Corp Class A (GME US) saga, in HK Shorts: Squeeze-O-Meter Brian focused on some highly shorted stocks in Hong Kong that have seen prices jump along with volume surge, such as Ping An Healthcare and Technology Company Limited (1833 HK), Hang Seng Bank (11 HK), Vitasoy Intl Holdings (345 HK), China Literature (772 HK), Bank of East Asia (23 HK), MTR Corp (66 HK), Want Want (151 HK), Samsonite (1910 HK) and Wharf Real Estate Investment (1997 HK).
In TOPIX FFW Rebal: Proceeding But Not Ahead of Plan, Travis flagged with one day to go, that it appeared as if those who put on an anticipatory trade prior to the actual announcement on 8 January have started to exit. This is as he had warned in The Delayed TOPIX FFW Rebalance: $32bn To Trade.
China Traditional Chinese Medicine (570 HK) (Mkt Cap: $2.8bn; Liquidity: $8mn)
According to a Reuters article, Sinopharm Group Hongkong Co, an indirect wholly-owned subsidiary of China National Pharmaceutical Group Corporation and CTCM’s major shareholder, is teaming up with the next two biggest stockholders, Ping An Insurance Group Co and executive director Wang Xiaochun, collectively holding a 49.4% stake, to take CTCM private. The rumoured price tag is $5.10/share, a 19% premium to the last close of $4.30/share. CTCM's shares were up 6.7% ahead of CTCM's suspension this past Wednesday afternoon.
(link to my insight: Trad Chi Med (570 HK): Sinopharm's Feverish Proposal)
Enplas Corp (6961 JP) (Mkt Cap: $0.4bn; Liquidity: $7mn)
The company has been buying shares back. Since the start of the fiscal year, they have bought back 42% of the Real World Float. Now they are aiming at roughly 19% of what is remaining with another buyback announced today. By end of February the active float in this name will have been cut by half in a year.
(link to Travis' insight: Enplas (6961) - Yet Another BIG Buyback, Longer-Term Implications Still There)
Car Inc (699 HK) (Mkt Cap: $1.1bn; Liquidity: $6mn)
Back on the 13 November MBK tabled a pre-conditional general cash Offer of $4.00/share for Car, a 17.99% premium to last close. On the 25 November, China's State Administration for Market Regulation (SAMR) announced it was reviewing the MBK/CAR deal as a simple case. Under the simplified procedure, SAMR generally grants clearance in 30 days. Two months elapsed. For some investors, it was preferable to buy this mid $3.80's (where possible) after SAMR signing offer, rather than second guessing the regulatory process and a consistent seller (Warburg/Amber).
(link to my insight: Car Inc (699 HK): No, We Are Not Missing Anything)
Japan Asia (3751 JP) (Mkt Cap: $0.3bn; Liquidity: $3mn)
Janaghan who wrote about this deal on 5 November asking the question Japan Asia (3751 JP) Management Buyout: Should There Be a BUMP? where the obvious answer was yes because a) it was too cheap, and b) the substantial debt meant that buying it one turn of EBITDA higher meant a 40% bump in share price, and c) it wasn't going to be that easy to get to the minimum because the acquirers did not have that many friendly shareholders on the register. The bid by the Chairman and Carlyle is now doubled, from ¥600/share to ¥1,200/share. This is probably a knock-out bid.
(link to Travis' insight: Japan Asia Group (3751): Murakami Wins the Mother Of All Bumps +100%.)
FGV Holdings Bhd (FGV MK) (Mkt Cap: $1.2bn; Liquidity: $7mn)
Subsequent to contentious 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, a 2.36% premium to last close. FELDA, holding a 36.61% stake in FGV, additionally entered into conditional SPAs to buy the 6.10% and 7.78% stakes held by Kumpulan Wang Persaraan and Urusharta Jamaah for RM658mn. Those SPAs were completed on the 22 December, triggering an unconditional MTO. This Offer was unconditional as FELDA held 50.49% when taking into account Parties Acting in Concert (PACs).
(link to my insight: FGV (FGB MK): IFA Says Offer Not Fair)
First REIT (FIRT SP) (Mkt Cap: $0.1bn; Liquidity: $2mn)
Last week, after gaining approval at its EGM, Singaporean healthcare REIT, First REIT launched a renounceable Rights Issue to raise gross proceeds of approximately S$158.2 million. First REIT was facing a significant refinancing hurdle, with approximately 80.2% (or approximately S$395.7 million) of its debt coming due within the next 17 months. To meet their debt obligations, the company negotiated with lenders to refinance their existing S$400 million secured loan facilities with a new S$260 million loan facility. Although their lenders agreed to this, it was conditional on First REIT being able to raise the remaining S$140 million though a rights issue. The sponsor group of First REIT, OUE Ltd (OUE SP), has provided an irrevocable undertaking to backstop the entire Proposed Rights Issue.
(link to Travis' insight: FIRST REIT Rights Set FIRST REIT Right. Right On)
Penguin International (PBS SP) (Mkt Cap: $0.1bn; Liquidity: <$1mn)
On 21st December 2020, Singapore-based builder and operator of aluminium high-speed boats Penguin notified that their Chairman and MD were in talks with a "potential investor" regarding a "possible transaction". On 21st January 2021, a Voluntary Conditional Cash Offer was launched by Emet Grace Ltd. with an intention to take the company private. The Offer Price is S$0.65/share in cash.
(link to Janaghan's insight: Penguin International (PBS SP): Friendly Privatization Deal Might Need A Bump)
Hoosiers Holdings (3284 JP) (Mkt Cap: $0.4bn; Liquidity: $1mn)
Hoosier announced a plan to conduct a buyback of 21,637,500 of its own shares (37.6% of shares out) in a tender offer at ¥684/share, with the intention to cancel ~95% of the shares it buys back. This is big news. Not coincidentally, this is quite similar to the size of the position held by entities controlled by activist Yoshiaki Murakami, which was 21,570,200 shares as of most recently according to the announcement.
(link to Travis' insight: Hoosiers (3284) Tender Offer Buyback To Buy Out Activist Murakami)
New Century REIT (1275 HK) (Mkt Cap: $0.3bn; Liquidity: <$1mn)
NCREIT - the owner/operator of five-star hotels in China - has announced the sale of its operations to key shareholders, and the subsequent liquidation and winding up of the company. A payment by way of an interim distribution of $2/share, a 14.3% to last close, is proposed. The entire proposal is reminiscent of a Scheme, requiring ≥ 75% of independent unitholders voting for the resolutions, and ≤ 10% of independent unitholders against.
(link to my insight: New Century (1275 HK): Closing Down Sale)
On Friday 29 January 2021 after the close, Japanese textiles and materials giant Teijin Ltd (3401 JP) announced a Tender Offer to buy 65% of the shares outstanding of Japan Tissue Engineering Co (7774 JP) (colloquially known as J-TEC). Current parent company FUJIFILM Holdings (4901 JP) has agreed to tender their 50.1% stake. The two sides went through the motions of finding a "fair price" for DCF purposes but effectively, that was to frame the agreed-upon transaction price between Teijin and FUJIFILM. This sets up an interesting trade on the front end, and mechanically higher than minimum pro-ration. As discussed by Travis in Teijin Partial TOB For Japan Tissue Engineering (7774), if you like the prospects for this business, there is a possibility this creates an interesting set-up.
The Scheme Document is now out for Tonly Electronics Holdings (1249 HK). The Court Meeting/EGM is scheduled for the 23 February, and assuming the Scheme is approved by shareholders, payment under the Offer will be made on or before the 15 March. The IFA (Somerley) considers the Offer to be fair and reasonable. Although the headline premium to last close appears okay, TEH spiked 55% on the 13 August, on decent volume, to close coincidentally at $12/share. In Tonly Electronics (1249 HK): Scheme Doc Out. IFA Says Fair, I said this deal looks done.
The Scheme Document is out for Huifu Payment Limited (1806 HK). The Court Meeting/EGM is scheduled for the 19 February, and assuming the Scheme is approved by shareholders, payment under the Offer will be made on or before the 8 April. The IFA (Somerley) considers the Offer to be fair and reasonable. In Huifu Payment (1806 HK): Scheme Doc Out. IFA Says Fair, I reckoned this deal looks done.
China Evergrande Group (3333 HK) (CEG) / Evergrande Auto (708 HK) (EA)
I estimate CEG, at the time of my insight, was trading at a discount to NAV of 69% against a one year average of 54%. The long-term implied stub - stripping out just the holding in EA - is the lowest since May 2017. This dislocation was further compounded earlier this week after EA's shares gained 67% after announcing the issuance of 952.383mn shares (9.75% of the enlarged shares) at HK$27.30/share, raising a total of ~HK$26bn. This increased EA's market cap to ~HK$400bn (~US$51bn), 80% more than CEG. For perspective, the market caps for Honda Motor (7267 JP) and Ford Motor Co (F US) are US$47bn and US$45bn respectively. Another 50% gain and EA would overtake Daimler AG (DAI GR)'s US$74.5bn market cap.
(link to my insight: StubWorld: Evergrande Auto, PCCW, LG Corp)
I've analysed 14 Merger by Absorption deals over the last 16 years. These unique privatisation Offers address the peculiarities of acquiring PRC-incorporated companies listed in Hong Kong. There are no rights under the laws of the PRC and the Articles of Association of a PRC-incorporated company to compulsorily acquire its H Shares that are not tendered for acceptance pursuant to any H Share Offer. The only mechanism available to fully privatise is via a Merger by Absorption, incorporating a Scheme-like vote (≥ 75% for, ≤10% against). A tendering condition of 90% may also be present. This insight - Quiddity M&A : A Guide To Mergers By Absorption - provides a comprehensive guide to those 14 mergers.
FTSE China 50 Index Rebalance. It has been a very busy month for the managers of the IShares China Large-Cap (FXI US) with a raft of changes that resulted in 3 inclusions to/exclusions from the index early in January. There is one more change to be made this month with CNOOC Ltd (883 HK) being deleted and replaced with China Merchants Securities Co Ltd (H) (6099 HK) after the close of trading on 26 January. Then there could be the Fast Entry of Beijing Kuaishou Technology Co Ltd (1496219D CH) that may happen mid-February. That will not be the end of it though, with another ad hoc change expected in late Feb/ early March where Xiaomi Corp (1810 HK) will be deleted and replaced with Shenzhou Intl Group Holdings (2313 HK).
Links to:
Brian's insight: FTSE China 50 Index Rebalance: Permutations and Combinations
Travis' insight: CNOOC (883 HK) Index Deletions - Watch the Patterns
The HKEX (388 HK) and the Shanghai Stock Exchange have announced the inclusion of STAR Board stocks as a part of the Northbound Stock Connect program with effect from 1 February. The twelve stocks will be added to the program are Advanced Micro-Fabrication Equipment-A (688012 CH), Raytron Technology Co Ltd (688002 CH), Zhejiang Hangke Technology-A (688006 CH), Montage Technology Co Ltd (688008 CH), Anji Microelectronics Tech-A (688019 CH), Western Superconducting Te-A (688122 CH), Qingdao Haier Biomedical C-A (688139 CH), China Railway Signal & Com-A (688009 CH), Shanghai Junshi Bioscience (688180 CH), Cansino Biologics (688185 CH), Shanghai Haohai Biological-A (688366 CH) and Shanghai Fudan-Zhangjiang Bio-Pharmaceutical (688505 CH). Inclusion in the Stock Connect program will make these stocks eligible for inclusion in the MSCI Standard index, the FTSE All-World and FTSE All-Cap indices. Link to Brian's insight: STAR Board Goes Into Stock Connect: MSCI, FTSE Index Inclusion Is Next.
LQ45 Index Rebalance. The IDX has announced the changes to the LQ45 Index as a part of the February review. Medco Energi (MEDC IJ) and Chandra Asri Petrochemical (TPIA IJ) have been added to the index, while PT Surya Citra Media Tbk (SCMA IJ) and Sri Rejeki Isman (SRIL IJ) have been deleted from the index. Link to Brian's insight: LQ45 Index Rebalance: TPIA, MEDC In; SCMA, SRIL Out.
Following the merger of equals between Northern Star Resources (NST AU) and Saracen Mineral Holdings (SAR AU), Saracen's last trading day will be 3 February. The various index providers will all delete SAR at the close of trading on 3 February and increase the number of shares and investability weight for NST. This will result in passive selling on SAR and passive buying on NST. SAR's deletion from the S&P/ASX 200 (AS51 INDEX) will create a vacancy that will be filled by PointsBet Holdings Pty Ltd (PBH AU). Link to Brian's insight: Saracen/Northern Star Merger: Index Flow.
The coronavirus is rampaging across Japan again, and the Japanese government is considering extending the state of emergency declared in and around the Tokyo area until the end of February. The Suga administration is also considering declaring a state of emergency in other parts of the country that are continuing to see a high number of coronavirus cases. As a result, holding the Tokyo Olympics as planned in July 2021 is becoming increasingly unlikely. Asahi Group Holdings (2502 JP), a Gold Partner in the Tokyo Olympics and the sole sponsor in the Beer & Wine category at the Tokyo Olympics, is expected to lose the most compared to Japanese beer companies like Kirin Holdings (2503 JP) and Sapporo Holdings (2501 JP) if the Olympics is held behind closed doors or relocated. In Long Kirin/Short Asahi While Tokyo Olympics Hangs In Doubt, Oshadhi Kumarasiri recommends a Long Kirin and Short Asahi trade.
For the month of January, 22 new deals were discussed on Smartkarma with an overall announced deal size of ~US$52bn. The average premium for the new deals announced (or first discussed) in January was ~35%. This compared to the average premium in 2020 and 2019 of 31% and 31.5% respectively.
(link to my insight: (Mostly) Asia M&A: January 2021 Roundup)
On 23 January, Globalwafers (6488 TT) announced that the offer price for Siltronic AG (WAF GR) has been increased to €145. The minimum acceptance threshold has been lowered to 50%. The acceptance period has been extended to 10 February. This is done. Play the spread. Link to Jesus's insight: GlobalWafers Ups Offer for Siltronic.
Australian fund IFM Global Infrastructure has launched an unexpected partial hostile takeover offer for 22.69% of Naturgy Energy Group SA (NTGY SM), at €23/share, a premium of ~20% to last close. In IFM Investors to Launch a Partial Hostile Tender Offer for Naturgy, Jesus is long.
On 27 January, Savaria Corp (SIS CN) made an offer to acquire Handicare Group AB (HANDI SS) for SEK 50 per share. The largest shareholder, Cidron Liberty Systems S.à r.l. (Nordic Capital), with a 62.9% stake, has informed Savaria that it intends to accept the offer. Savaria needs acceptances from 72.25% of the float. In Handicare - Savaria: Recommended Offer, Jesus is long.
Tokyo Rope Mfg (5981 JP) to oppose Offer. Not unexpected. Now the question is whether they can find a White Knight.
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 |
UTS (6113 HK) | 14.63% | Phililip | Citi |
Simno Vision Holdings (8086 HK) | 18.34% | BOCI | China Tonghai |
MOS (1653 HK) | 25.00% | HSBC | Outside CCASS |
Perennial (2798 HK) | 22.50% | China Sec | Outside CCASS |
C&N Holdings Ltd (8430 HK) | 20.00% | Opus | Easy |
Furniweb (8480 HK) | 45.90% | Kim Eng | I Win |
Universe Intl Hldgs (1046 HK) | 22.15% | Silverbricks | SHK |
Takbo (8436 HK) | 15.00% | UBS | Outside CCASS |
Source: HKEx |
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.
Name | % chg | Into | Out of |
Simcere Pharmaceutical Group (2096 HK) | 10.11% | CCB | Outside CCASS |
Source: HKEx |
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