Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

Pan-Asia Catalysts/Events

Tonly Electronics (1249 HK): Scheme Doc Out. IFA Says Fair

Quiddity Advisors

Event-Driven

Tonly Electronics Holdings / Event-Driven

Back on the 2 October 2019, via a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1002/ltn201910021175.pdf" target="_blank" rel="noopener">restructuring agreement</a>, T.C.L. Industries Holdings (H.K.) Limited. (TCLH), a wholly-owned subsidiary of TCL Industries (TCLI) acquired all of the issued capital in the "Divested Segment", a segment spun-off from  <a href="https://www.smartkarma.com/entities/tcl-corp-a" target="_blank" data-smartkarma-citation="entities:13497:1" rel="noopener">TCL Corp (A) (000100 CH)</a>. As this Segment held 48.68% of issued shares in <a href="https://www.smartkarma.com/entities/tonly-electronics-holdings-ltd" target="_blank" data-smartkarma-citation="entities:1320:1" rel="noopener">Tonly Electronics Holdings (1249 HK)</a> (TEH), TCLH was obligated to make a conditional MGO for all other shares not held. The Offer Price was HK$5.89/share, a 7.1% premium to last close. 
The Composite Document was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1122/2019112200005.pdf" target="_blank" rel="noopener">despatched</a> on the 22 November 2019. The IFA (Somerley)  concluded the Offer Price was fair and reasonable (which just goes to show that IFAs can be quite useless, given the Offer Price 12 months later). The Offer became unconditional on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1212/2019121201125.pdf" target="_blank" rel="noopener">12 December</a>.
The Offer <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1227/2019122701263.pdf" target="_blank" rel="noopener">closed</a> on the 27 December 2019 with the free float of 22.06%, breaching the public float requirement under Rule 8.08(1)(a) of the Listing Rules. The float was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0313/2020031300960.pdf" target="_blank" rel="noopener">restored</a> (25.1%) on the 13 March this year after TCLH placed out some shares.
<h3>The New News</h3>
After shares were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1030/2020103000210.pdf" target="_blank" rel="noopener">suspended</a> ahead of trading on the 30 October "in relation to the Code on Takeovers and Mergers", that evening TEH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1030/2020103002084.pdf" target="_blank" rel="noopener">announced</a> a proposed privatisation from TCLH by way of a Scheme.
The Scheme consideration is HK$12/share, a 19% premium to last close and 28% above the 30-day average close. The price will NOT be increased. No dividends have been declared, nor are any expected to be declared.
Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against, or 2.531% of shares out. The headcount applies as TEH is Cayman incorporated.
Under a rollover agreement., shareholders (compromising senior management of TEH)  holding 11.81% of share out - and 30.5% of the total Scheme shares - have entered into an agreement affording these shareholders a subscription into an unlisted backend company. 
The rollover agreement requires independent shareholder approval, by way of a simple majority vote, and the IFA concluding the agreement is fair and reasonable.
The headline premium to last close appears okay. But TEH spiked 55% on the 13 August, on decent volume, to close coincidentally at $12/share.
There looks like enough here for the deal to get up.
More below the fold.

Back on the 2 October 2019, via a restructuring agreement, T.C.L. Industries Holdings (H.K.) Limited. (TCLH), a wholly-owned subsidiary of TCL Industries (TCLI) acquired all of the issued capital in the "Divested Segment", a segment spun-off from  TCL Corp (A) (000100 CH). As this Segment held 48.68% of issued shares in Tonly Electronics Holdings (1249 HK) (TEH), TCLH was obligated to make a conditional MGO for all other shares not held. The Offer Price was HK$5.89/share, a 7.1% premium to last close. 
The Composite Document was despatched on the 22 November 2019. The IFA (Somerley)  concluded the Offer Price was fair and reasonable (which just goes to show that IFAs can be quite useless, given the Offer Price 12 months later). The Offer became unconditional on the 12 December.
The Offer closed on the 27 December 2019 with the free float of 22.06%, breaching the public float requirement under Rule 8.08(1)(a) of the Listing Rules. The float was restored (25.1%) on the 13 March this year after TCLH placed out some shares.
The New News
After shares were suspended ahead of trading on the 30 October "in relation to the Code on Takeovers and Mergers", that evening TEH announced a proposed privatisation from TCLH by way of a Scheme.
The Scheme consideration is HK$12/share, a 19% premium to last close and 28% above the 30-day average close. The price will NOT be increased. No dividends have been declared, nor are any expected to be declared.
Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against, or 2.531% of shares out. The headcount applies as TEH is Cayman incorporated.
Under a rollover agreement., shareholders (compromising senior management of TEH)  holding 11.81% of share out - and 30.5% of the total Scheme shares - have entered into an agreement affording these shareholders a subscription into an unlisted backend company. 
The rollover agreement requires independent shareholder approval, by way of a simple majority vote, and the IFA concluding the agreement is fair and reasonable.
The headline premium to last close appears okay. But TEH spiked 55% on the 13 August, on decent volume, to close coincidentally at $12/share.
There looks like enough here for the deal to get up.
More below the fold.

Tonly Electronics (1249 HK): Fair Scheme Offer