Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener"><strong>Intouch Holdings (INTUCH TB)</strong></a>'s discount to NAV is back to levels last seen in November 2021, where euphoric trading was rolling over subsequent to <strong><a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development (GULF TB)</a></strong>'s VTO.</li>
<li>Intouch's net cash increased in the 2Q22 and its look-through interim dividend payout is the highest in at least five years.</li>
<li>I'd be shorting Intouch here and buying <strong><a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a></strong>, with a view to mean reversion of ~25% NAV discount. </li>
</ul>



Intouch Holdings (INTUCH TB)'s discount to NAV is back to levels last seen in November 2021, where euphoric trading was rolling over subsequent to Gulf Energy Development (GULF TB)'s VTO.
Intouch's net cash increased in the 2Q22 and its look-through interim dividend payout is the highest in at least five years.
I'd be shorting Intouch here and buying Advanced Info Service (ADVANC TB), with a view to mean reversion of ~25% NAV discount. 


Intouch's NAV Discount Not Supported By Higher Look-Through Payout

<ul>
<li>
<strong><a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a></strong> intends to acquire <strong><a href="https://www.smartkarma.com/entities/jasmine-international-pcl" target="_blank" data-smartkarma-citation="entities:949:1" rel="noopener">Jasmine International PCL (JAS TB)</a></strong> broadband ops (TTTBB) plus a 19% stake in <strong><a href="https://www.smartkarma.com/entities/jasmine-broadband-internet-infrastructure-fund" target="_blank" data-smartkarma-citation="entities:86:1" rel="noopener">Jasmine Broadband Internet Infrastructure Fund (JASIF TB)</a></strong> from JAS.</li>
<li>AIS will pay Bt 19.5bn for TTTBB and Bt 12.9bn for 19% of JASIF, or Bt 32.4bn (US$908mn) all in. The acquisition will be funded by debt.</li>
<li>The transactions, which are subject to NBTC approval, follow the ongoing regulatory process for <strong><a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True (TRUE TB)</a></strong> / <strong><a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a></strong>'s merger.  True is Thailand's largest broadband player. </li>
</ul>



Advanced Info Service (ADVANC TB) intends to acquire Jasmine International PCL (JAS TB) broadband ops (TTTBB) plus a 19% stake in Jasmine Broadband Internet Infrastructure Fund (JASIF TB) from JAS.
AIS will pay Bt 19.5bn for TTTBB and Bt 12.9bn for 19% of JASIF, or Bt 32.4bn (US$908mn) all in. The acquisition will be funded by debt.
The transactions, which are subject to NBTC approval, follow the ongoing regulatory process for True (TRUE TB) / Total Access Communication (DTAC TB)'s merger.  True is Thailand's largest broadband player. 


Jasmine Acquisition To Expand Advanced's Broadband Footprint

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Singtel (Singapore Telecommunications) / Event-Driven

<ul>
<li>Various recent media reports have indicated that Singtel aims to sell 2-4% of its stake in Bharti Airtel. Singtel has officially dismissed the reports as media speculation.</li>
<li>There have been subsequent reports in the Indian media about the founder, Sunil Mittal, looking to raise around US$2bn in debt, to finance an increase in his stake in Airtel.</li>
<li>In this note, we talk about the possible deal and its implications.</li>
</ul>


Various recent media reports have indicated that Singtel aims to sell 2-4% of its stake in Bharti Airtel. Singtel has officially dismissed the reports as media speculation.
There have been subsequent reports in the Indian media about the founder, Sunil Mittal, looking to raise around US$2bn in debt, to finance an increase in his stake in Airtel.
In this note, we talk about the possible deal and its implications.


Bharti Singtel Possible Selldown/Holdco Trade - Singtel Appears to Be Ready for Cashing in US$1-2bn

<div>
<p>On the 5 July 2021, <a href="https://www.smartkarma.com/entities/major-cineplex-group-pcl" target="_blank" data-smartkarma-citation="entities:16662:1" rel="noopener">Major Cineplex Group (MAJOR TB)</a>'s board <a href="https://major.listedcompany.com/newsroom/050720211745440725E.pdf" target="_blank" rel="noopener">approved</a> the entering of a MOU with <a href="https://www.smartkarma.com/entities/central-pattana-pcl-0b7fb113-16e1-4535-be8b-02dce5bbcd92" target="_blank" data-smartkarma-citation="entities:17188:1" rel="noopener">Central Pattana Pub (CPN TB)</a> in relation to its shares in shopping mall operator <a href="https://www.smartkarma.com/entities/siam-future-development-pcl" target="_blank" data-smartkarma-citation="entities:4373:1" rel="noopener">Siam Future Development (SF TB)</a>, at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the <a href="https://major.listedcompany.com/newsroom/060820211832280109E.pdf" target="_blank" rel="noopener">19 July</a>, concluded the "<em>Transaction is reasonable with price and conditions that are fair</em>". A SPA was <a href="https://major.listedcompany.com/newsroom/250820211847500685E.pdf" target="_blank" rel="noopener">entered into</a> on the 25 August with an expected completion on the 30 August. </p>
</div>
<div>
<p>CPN <a href="https://www.set.or.th/set/newsdetails.do?newsId=16302807319920&amp;language=en&amp;country=US" target="_blank" rel="noopener">completed</a> the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. </p>
</div>
<div>
<p>The Tender Offer doc (247-4) for Siam Future was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">tabled</a> on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16326998697600&amp;sequence=2021104947" target="_blank" rel="noopener">fair</a>. At the close of the Offer, CPN held <a href="https://www.set.or.th/set/pdfnews.do?newsId=16346869712030&amp;sequence=2021112797" target="_blank" rel="noopener">96.24%</a>. </p>
</div>
<p>There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, <em>and</em> the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. </p>
<p>On page 57 (of Siam Future's Tender Offer doc's <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">PDF</a>), it states:</p>
<blockquote>
<p>After the Tender Offer,<strong> the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period</strong>. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.</p>
</blockquote>
<p>With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. </p>


On the 5 July 2021, Major Cineplex Group (MAJOR TB)'s board approved the entering of a MOU with Central Pattana Pub (CPN TB) in relation to its shares in shopping mall operator Siam Future Development (SF TB), at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the 19 July, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was entered into on the 25 August with an expected completion on the 30 August. 


CPN completed the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 


The Tender Offer doc (247-4) for Siam Future was tabled on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was fair. At the close of the Offer, CPN held 96.24%. 

There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's PDF), it states:

After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.

With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. 

Buy Siam Future Development (SF TB). Then Buy Some More

<p><a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a> is a head-scratcher.</p>
<div>
<p>Below is a timeline of events that unfolded since April last year, together with my insights:</p>
</div>
<div>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 139.871px;">
<h3>Date</h3>
</td>
<td style="width: 606.141px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 139.871px;">7-Apr-20</td>
<td style="width: 606.141px;">
<div>
<p>Temasek was understood to be selling 135.2m shares of <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a> at between Bt45.12-Bt46.3/share, or a discount of 2% to 4.5% to the prior closing price. The news was initially sourced from Bloomberg. <br><br><em><a href="https://skr.ma/Y44cD" target="_blank" rel="noopener">Intouch: Temasek Trims Stake; More To Come</a></em></p>
</div>
</td>
</tr>
<tr>
<td style="width: 139.871px;">28-Aug-20</td>
<td style="width: 606.141px;">
<a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development Public Company (GULF TB)</a>’s board of directors <a href="https://www.set.or.th/set/newsdetails.do?newsId=15985721258680&amp;language=en&amp;country=US" target="_blank" rel="noopener">decided</a> to hold no more than a 10% stake in <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a>. As of August 21, Gulf holds a 7.99% stake in Intouch.<br><br><em><a href="https://skr.ma/c7MNt" target="_blank" rel="noopener">StubWorld: Gulf's Questionable Stake In Intouch</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">6-Oct-20</td>
<td style="width: 606.141px;">10% was achieved on the <a href="https://www.set.or.th/dat/news/202010/20111444.pdf" target="_blank" rel="noopener">6 October</a>, making Gulf the second-largest shareholder behind <a href="https://www.smartkarma.com/entities/singapore-telecommunications" target="_blank" data-smartkarma-citation="entities:20:1" rel="noopener">Singtel (ST SP)</a> (21%). </td>
</tr>
<tr>
<td style="width: 139.871px;">30-Dec-20</td>
<td style="width: 606.141px;">Gulf <a href="https://www.set.or.th/set/newsdetails.do?newsId=16092855169460&amp;language=en&amp;country=US" target="_blank" rel="noopener">announced</a> "<em>that the Board of Directors’ of the Company on October 6, 2020, November 30, 2020 and December 29, 2020 has resolved to approve the Company’s additional investment in the ordinary shares in INTUCH in aggregate of up to 5.00 per cent</em>." As at 30 December, Gulf held <a href="https://www.intouchcompany.com/Download/intuch/INTUCH-Notification%20of%20a%20change%20in%20the%20Company%E2%80%99s%20shareholding%20structure%20made%20by%20a%20major%20shareholder.pdf" target="_blank" rel="noopener">14.39%</a>.</td>
</tr>
<tr>
<td style="width: 139.871px;">28-Jan-21</td>
<td style="width: 606.141px;">Gulf holds 15% on <a href="https://www.nationthailand.com/news/30402235" target="_blank" rel="noopener">28 January</a>.</td>
</tr>
<tr>
<td style="width: 139.871px;">12-Apr-21</td>
<td style="width: 606.141px;">I (incorrectly) suggested reversing the stub given <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a>'s long-term discount to NAV and the simple ratio (Intouch over <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a>) are at all-time extremes.  <br><br><em><a href="https://skr.ma/Vekzg" target="_blank" rel="noopener">StubWorld: Reverse Intouch's Stub; (Potentially) Set Up PICC (1339 HK)'s</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">19-Apr-21</td>
<td style="width: 606.141px;">Gulf <a href="https://www.set.or.th/set/pdfnews.do?newsId=16187886028860&amp;sequence=0" target="_blank" rel="noopener">announced</a> it intends to make a Voluntary Tender Offer (VTO) for shares not held in Intouch at Bt65/share. If it gets to 50%, it will make a downstream offer for <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl-ca1a971f-2f70-4565-b1fd-dda5b533acd3" target="_blank" data-smartkarma-citation="entities:27653:1" rel="noopener">Advanced Info Service PCL (ADVANC-R TB)</a> at Bt122.86/share. The VTO is conditional, amongst other things, on a waiver NOT to make a  downstream offer for <a href="https://www.smartkarma.com/entities/thaicom-pcl" target="_blank" data-smartkarma-citation="entities:18019:1" rel="noopener">Thaicom Pcl (THCOM TB</a>.<br><br><em><a href="https://skr.ma/YTbgf" target="_blank" rel="noopener">Intouch Holdings: Gulf's Inexplicable Offer</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">1-Jun-21</td>
<td style="width: 606.141px;"> <a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development Public Company (GULF TB)</a> has <a href="https://www.set.or.th/set/newsdetails.do?newsId=16221589634070&amp;language=en&amp;country=US" target="_blank" rel="noopener">reduced</a> the downstream offer for <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a> to Bt120.93/share from Bt122.86/share. It appears the new number is based on the latest financial figures, up to 31 March.</td>
</tr>
<tr>
<td style="width: 139.871px;">4-Jun-21</td>
<td style="width: 606.141px;">160mn shares of <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a> - a 4.99% stake - traded after the close at Bt64.86/share.<br><br><em><a href="https://skr.ma/TpN7Z" target="_blank" rel="noopener">StubWorld: Intouch's Big Share Transfer</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">29-Jun-21</td>
<td style="width: 606.141px;">
<a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development Public Company (GULF TB)</a>'s Tender Offer for <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a> starts <a href="https://www.set.or.th/set/pdfnews.do?newsId=16248374186790&amp;sequence=2021071934" target="_blank" rel="noopener">today</a>.  The Offer closes on the 4 August - 25 business days. <br><br><em><a href="https://skr.ma/bBx6r" target="_blank" rel="noopener">StubWorld: Gulf's Curious Offer For Intouch Now Open</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">19-Jul-21</td>
<td style="width: 606.141px;">
<a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a>'s IFA <a href="https://www.set.or.th/set/pdfnews.do?newsId=16266518153870&amp;sequence=2021078813" target="_blank" rel="noopener">says</a> the Offer from <a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development Public Company (GULF TB)</a> is "appropriate". Equally unsurprising, <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a>'s IFA <a href="https://www.set.or.th/set/pdfnews.do?newsId=16266518153760&amp;sequence=2021078811" target="_blank" rel="noopener">has</a> the opinion that the shareholders should reject the Tender Offer from Gulf.<br><br><em><a href="https://skr.ma/7DTjP" target="_blank" rel="noopener">StubWorld: IFAs Say "Yea" For Intouch, "Nay" For AIS</a></em>
</td>
</tr>
<tr>
<td style="width: 139.871px;">5-Aug-21</td>
<td style="width: 606.141px;">The Offer for <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl-3e2a0083-1080-4c9c-86c6-10624bce3a2a" target="_blank" data-smartkarma-citation="entities:28056:1" rel="noopener">Intouch Holdings PCL (INTUCH-R TB)</a> has closed with <a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development Public Company (GULF TB)</a> acquiring <a href="https://www.set.or.th/set/pdfnews.do?newsId=16281206078180&amp;sequence=2021084057" target="_blank" rel="noopener">23.32%</a>, taking its stake to 42.25%.<br><br><a href="https://www.smartkarma.com/profiles/brian-freitas" target="_blank" data-smartkarma-citation="accounts:4091" rel="noopener">Brian Freitas</a> expected (in <em><a href="https://skr.ma/gXuQc" target="_blank" rel="noopener">GULF/INTUCH: Large Tenders Will Result in Big Passive Sell</a></em>) FTSE to lower <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a>'s investability weight to 36.75% and MSCI to lower the FIF to 40%. Together, passive funds will need to sell around 84.45m shares (US$161m; 14.5 days of ADV).</td>
</tr>
<tr>
<td style="width: 139.871px;">16-Aug-21</td>
<td style="width: 606.141px;">Just 2,032 shares <a href="https://www.set.or.th/set/pdfnews.do?newsId=16290671598140&amp;sequence=2021091609" target="_blank" rel="noopener">tendered</a> into the downstream Offer for AIS. </td>
</tr>
<tr>
<td colspan="2" style="width: 746.012px;"><em>Source: SET announcements, my insights</em></td>
</tr>
</tbody>
</table>
</div>
<div>
<p>Back in early June, I recommend avoiding Intouch, but not shorting it, or short tender the stock into Gulf's Offer.</p>
<p>Extraordinary - or perhaps given the unprecedented events - the NAV discount went from 9.7% at the close of the Offer, to a 16.8% premium as of yesterday.</p>
<p>The implied stub and the simple ratio (Intouch/AIS) have never been at such extreme levels.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/228/440/original/image_83946068721631064197442.png?1631064198" class="editor-image img-responsive" data-smartkarma-image-id="228440"></figure>
</div>
<div style="text-align: left;" class="content-caption">Source: CapIQ</div>
<div>
<p>Sarath Ratanavadi’s Gulf Energy failed to achieve majority ownership in Intouch. There is nothing, to the best of my knowledge, keeping Gulf from buying more shares in the market (not exceeding Bt65/share), although if Gulf's stake clears 50% of shares out, then it would be obligated to make an MTO.</p>
<h3>The New News</h3>
<p>According to <a href="https://www.isranews.org/article/isranews-news/102276-gov-thaicom-concession-news.html" target="_blank" rel="noopener">local news</a> and Bloomberg - and <a href="https://www.smartkarma.com/entities/thaicom-pcl" target="_blank" data-smartkarma-citation="entities:18019:1" rel="noopener">Thaicom Pcl (THCOM TB)</a>'s SET <a href="https://www.set.or.th/set/pdfnews.do?newsId=16310581966210&amp;sequence=0" target="_blank" rel="noopener">filing</a> - Thailand's cabinet has made an order for Intouch to lift its take to at least 51% in Thaicom, from 41.13% currently. </p>
<p>Thaicom's shares jumped 15% on the news yesterday. Intouch gained ~3%.</p>
<p>It's not a lot of money for Intouch, but it's a good opportunity to provide some background on its stake in Thaicom, and potential trade ideas for Intouch.</p>
<p>More below the fold. </p>
</div>

Intouch Holdings (INTUCH TB) is a head-scratcher.

Below is a timeline of events that unfolded since April last year, together with my insights:






Date


Data in the Date



7-Apr-20


Temasek was understood to be selling 135.2m shares of Intouch Holdings (INTUCH TB) at between Bt45.12-Bt46.3/share, or a discount of 2% to 4.5% to the prior closing price. The news was initially sourced from Bloomberg.   Intouch: Temasek Trims Stake; More To Come




28-Aug-20

Gulf Energy Development Public Company (GULF TB)’s board of directors decided to hold no more than a 10% stake in Intouch Holdings (INTUCH TB). As of August 21, Gulf holds a 7.99% stake in Intouch.  StubWorld: Gulf's Questionable Stake In Intouch



6-Oct-20
10% was achieved on the 6 October, making Gulf the second-largest shareholder behind Singtel (ST SP) (21%). 


30-Dec-20
Gulf announced "that the Board of Directors’ of the Company on October 6, 2020, November 30, 2020 and December 29, 2020 has resolved to approve the Company’s additional investment in the ordinary shares in INTUCH in aggregate of up to 5.00 per cent." As at 30 December, Gulf held 14.39%.


28-Jan-21
Gulf holds 15% on 28 January.


12-Apr-21
I (incorrectly) suggested reversing the stub given Intouch Holdings (INTUCH TB)'s long-term discount to NAV and the simple ratio (Intouch over Advanced Info Service (ADVANC TB)) are at all-time extremes.    StubWorld: Reverse Intouch's Stub; (Potentially) Set Up PICC (1339 HK)'s



19-Apr-21
Gulf announced it intends to make a Voluntary Tender Offer (VTO) for shares not held in Intouch at Bt65/share. If it gets to 50%, it will make a downstream offer for Advanced Info Service PCL (ADVANC-R TB) at Bt122.86/share. The VTO is conditional, amongst other things, on a waiver NOT to make a  downstream offer for Thaicom Pcl (THCOM TB.  Intouch Holdings: Gulf's Inexplicable Offer



1-Jun-21
 Gulf Energy Development Public Company (GULF TB) has reduced the downstream offer for Advanced Info Service (ADVANC TB) to Bt120.93/share from Bt122.86/share. It appears the new number is based on the latest financial figures, up to 31 March.


4-Jun-21
160mn shares of Intouch Holdings (INTUCH TB) - a 4.99% stake - traded after the close at Bt64.86/share.  StubWorld: Intouch's Big Share Transfer



29-Jun-21

Gulf Energy Development Public Company (GULF TB)'s Tender Offer for Intouch Holdings (INTUCH TB) starts today.  The Offer closes on the 4 August - 25 business days.   StubWorld: Gulf's Curious Offer For Intouch Now Open



19-Jul-21

Intouch Holdings (INTUCH TB)'s IFA says the Offer from Gulf Energy Development Public Company (GULF TB) is "appropriate". Equally unsurprising, Advanced Info Service (ADVANC TB)'s IFA has the opinion that the shareholders should reject the Tender Offer from Gulf.  StubWorld: IFAs Say "Yea" For Intouch, "Nay" For AIS



5-Aug-21
The Offer for Intouch Holdings PCL (INTUCH-R TB) has closed with Gulf Energy Development Public Company (GULF TB) acquiring 23.32%, taking its stake to 42.25%.  Brian Freitas expected (in GULF/INTUCH: Large Tenders Will Result in Big Passive Sell) FTSE to lower Intouch Holdings (INTUCH TB)'s investability weight to 36.75% and MSCI to lower the FIF to 40%. Together, passive funds will need to sell around 84.45m shares (US$161m; 14.5 days of ADV).


16-Aug-21
Just 2,032 shares tendered into the downstream Offer for AIS. 


Source: SET announcements, my insights





Back in early June, I recommend avoiding Intouch, but not shorting it, or short tender the stock into Gulf's Offer.
Extraordinary - or perhaps given the unprecedented events - the NAV discount went from 9.7% at the close of the Offer, to a 16.8% premium as of yesterday.
The implied stub and the simple ratio (Intouch/AIS) have never been at such extreme levels.


Source: CapIQ

Sarath Ratanavadi’s Gulf Energy failed to achieve majority ownership in Intouch. There is nothing, to the best of my knowledge, keeping Gulf from buying more shares in the market (not exceeding Bt65/share), although if Gulf's stake clears 50% of shares out, then it would be obligated to make an MTO.
The New News
According to local news and Bloomberg - and Thaicom Pcl (THCOM TB)'s SET filing - Thailand's cabinet has made an order for Intouch to lift its take to at least 51% in Thaicom, from 41.13% currently. 
Thaicom's shares jumped 15% on the news yesterday. Intouch gained ~3%.
It's not a lot of money for Intouch, but it's a good opportunity to provide some background on its stake in Thaicom, and potential trade ideas for Intouch.
More below the fold. 


Thailand

Intouch Holdings Public Company Limited is a holding company that invests in diversified telecommunication and media and advertising businesses.  The Company, through its subsidiaries, provides television broadcasting, cellular phone and wireless services.

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Intouch Holdings (INTUCH TB)

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David Blennerhassett

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