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

Vitalharvest (VTH AU): Bumpity Bumpity Berry Bidding

Vitalharvest (VTH AU): Macquarie Ups Its Offer

Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon

Quiddity Advisors

Event-Driven

Vitalharvest Freehold Trust / Event-Driven

<div>
<p>On the 9 November 2020, <a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.</p>
<p>Another bidder later came in.</p>
<p>Below is a timeline of events that subsequently transpired:</p>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 73.9881px;">
<h3>Date</h3>
</td>
<td style="width: 629.544px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">17-Nov-20</td>
<td style="width: 629.544px;">Macquarie Agricultural Funds Management (MAFM) and VTH entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.</td>
</tr>
<tr>
<td style="width: 73.9881px;">1-Feb-21</td>
<td style="width: 629.544px;">An agreement was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02336388-3A560402?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">reached</a> whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. </td>
</tr>
<tr>
<td style="width: 73.9881px;">26-Feb-21</td>
<td style="width: 629.544px;">VTH announced a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347268-3A562484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Offer</a> from <strong>Roc Private Equity</strong> of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02350149-3A563012?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">assessed</a> the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.</td>
</tr>
<tr>
<td style="width: 73.9881px;">11-Mar-21</td>
<td style="width: 629.544px;">MAFM <a href="https://www.asx.com.au/asxpdf/20210311/pdf/44tkfcwkr3hm7c.pdf" target="_blank" rel="noopener">matched</a> Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. </td>
</tr>
<tr>
<td colspan="2" style="width: 73.9881px;"><em>Source: ASX </em></td>
</tr>
</tbody>
</table>
</div>
<h3>The New News</h3>
<div>
<p>Roc has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355011-3A563788?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.</p>
<p>Roc added it expects to submit a binding proposal on or about the 31 March 2021. </p>
<p>This latest salvo from Roc is sure to trigger matching rights for MAFM. Expect the Scheme Meeting on the 31 March to be delayed.</p>
<p>More below the fold.</p>
</div>


On the 9 November 2020, Vitalharvest Freehold Trust (VTH AU) received an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.
Another bidder later came in.
Below is a timeline of events that subsequently transpired:




Date


Data in the Date



17-Nov-20
Macquarie Agricultural Funds Management (MAFM) and VTH entered into a SID,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.


1-Feb-21
An agreement was reached whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. 


26-Feb-21
VTH announced a non-binding Offer from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had assessed the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.


11-Mar-21
MAFM matched Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. 


Source: ASX 




The New News

Roc has now bumped its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.
Roc added it expects to submit a binding proposal on or about the 31 March 2021. 
This latest salvo from Roc is sure to trigger matching rights for MAFM. Expect the Scheme Meeting on the 31 March to be delayed.
More below the fold.


Vitalharvest (VTH AU): Roc Blinks, And Bumps