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

United Engineers: Yanlord Takes a Bigger Slice, But Nothing Changes

Quiddity Advisors

Event-Driven

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<p>On the 25 October, <a href="https://www.smartkarma.com/entities/yanlord-land-group-ltd" target="_blank" data-smartkarma-citation="entities:14152:1" rel="noopener">Yanlord Land (YLLG SP)</a> <a href="https://links.sgx.com/FileOpen/25-10-2019-Yanlord_Ann_Acquisition_YIS_UEL_Offer.ashx?App=Announcement&amp;FileID=583021" target="_blank" rel="noopener">announced</a> it had entered into a sale and purchase agreement which would result in the control of Yanlord Perennial Investment (Singapore) Pte. Ltd (YPI), an  SPV holding a 35.27% in <a href="https://www.smartkarma.com/entities/united-engineers-ltd" target="_blank" data-smartkarma-citation="entities:15566:1" rel="noopener">United Engineers (UEM SP)</a>. The price under the Offer was $2.60 - the same price as the <a href="https://links.sgx.com/FileOpen/UELAnnc_13Jul17.ashx?App=Announcement&amp;FileID=461461" target="_blank" rel="noopener">2017 Offer</a> - versus the undisturbed price of $2.66. The completion of the SPA would trigger an MGO for all remaining shares. </p>
<p>On the 12 November, Yanlord announced it had <a href="https://links.sgx.com/FileOpen/Announcement%20-%20Revision%20of%20UEL%20Offers.ashx?App=Announcement&amp;FileID=585387" target="_blank" rel="noopener">acquired</a> 6.15% (39.2mn shares) at S$2.70/share, taking its holding to 41.42%. It concurrently announced a <a href="https://links.sgx.com/FileOpen/Announcement%20-%20Revision%20of%20UEL%20Offers.ashx?App=Announcement&amp;FileID=585387" target="_blank" rel="noopener">bump</a> in its Offer to $2.70/share, and declared the Offer Price is Final. </p>
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<p>The Offer Document was <a href="https://links.sgx.com/FileOpen/Offer%20Document%20dated%2013%20November%202019.ashx?App=Announcement&amp;FileID=585870" target="_blank" rel="noopener">dispatched</a> on the 13 November, and the Offer was declared <a href="https://links.sgx.com/FileOpen/Offer%20Unconditional%20Announcement.ashx?App=Announcement&amp;FileID=586423" target="_blank" rel="noopener">unconditional</a> in all respects on the 15 November after Yanlord acquired 9.4% of shares out, taking its holding to 51.47%. <a href="https://www.smartkarma.com/entities/oxley-holdings-ltd" target="_blank" data-smartkarma-citation="entities:1097:1" rel="noopener">Oxley Holdings (OHL SP)</a> was the <a href="https://unitedengineers.listedcompany.com/newsroom/20191118_174340_U04_917XYNS68HVZCB8M.1.pdf" target="_blank" rel="noopener">seller</a> of those shares.</p>
<p>The Circular has now been dispatched, with the IFA concluding the Offer is fair and reasonable. The Offer will close on the 26 December - or such later date decided by Yanlord.</p>
<p>This is a done deal and trading at - or marginally through - terms. Oxley has cashed out a chunk of its holding but still maintains 9.16% of shares out.</p>
<p>It is the intention of Yanlord to maintain  UEM's listing and not to exercise its right to compulsory acquire shares - Oxley's holding makes the later an unlikely option.</p>
<p>This insight covers the IFA's opinion. As always, more below the fold.</p>
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<p><em>For much more in-depth coverage of M&amp;A Rules, Regulations, Practices, and Protocols in Singapore, please refer to <a href="https://www.smartkarma.com/insights/quiddity-singapore-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:29174" rel="noopener">Quiddity Singapore M&amp;A Guide 2019</a>. </em></p>
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On the 25 October, Yanlord Land (YLLG SP) announced it had entered into a sale and purchase agreement which would result in the control of Yanlord Perennial Investment (Singapore) Pte. Ltd (YPI), an  SPV holding a 35.27% in United Engineers (UEM SP). The price under the Offer was $2.60 - the same price as the 2017 Offer - versus the undisturbed price of $2.66. The completion of the SPA would trigger an MGO for all remaining shares. 
On the 12 November, Yanlord announced it had acquired 6.15% (39.2mn shares) at S$2.70/share, taking its holding to 41.42%. It concurrently announced a bump in its Offer to $2.70/share, and declared the Offer Price is Final. 

The Offer Document was dispatched on the 13 November, and the Offer was declared unconditional in all respects on the 15 November after Yanlord acquired 9.4% of shares out, taking its holding to 51.47%. Oxley Holdings (OHL SP) was the seller of those shares.
The Circular has now been dispatched, with the IFA concluding the Offer is fair and reasonable. The Offer will close on the 26 December - or such later date decided by Yanlord.
This is a done deal and trading at - or marginally through - terms. Oxley has cashed out a chunk of its holding but still maintains 9.16% of shares out.
It is the intention of Yanlord to maintain  UEM's listing and not to exercise its right to compulsory acquire shares - Oxley's holding makes the later an unlikely option.
This insight covers the IFA's opinion. As always, more below the fold.


For much more in-depth coverage of M&amp;A Rules, Regulations, Practices, and Protocols in Singapore, please refer to Quiddity Singapore M&amp;A Guide 2019. 


Yanlords' Unconditional Offer For United Engineer Gets IFA Backing