Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Due to delays in securing regulatory approvals, the delisting Offer for <strong><a href="https://www.smartkarma.com/entities/vinythai-public-co-limited" target="_blank" data-smartkarma-citation="entities:14107:1" rel="noopener">Vinythai Public Co (VNT TB)</a></strong> took a while, but it is now open.</li>
<li>The Tender offer will close on the 25 February 2022 with expected payment on the 1 March 2022.</li>
<li>The Offer Price of Bt39/share is the highest price since 1995. This is done.</li>
</ul>


Due to delays in securing regulatory approvals, the delisting Offer for Vinythai Public Co (VNT TB) took a while, but it is now open.
The Tender offer will close on the 25 February 2022 with expected payment on the 1 March 2022.
The Offer Price of Bt39/share is the highest price since 1995. This is done.


Vinythai (VNT TB)'s Delisting Offer (Finally) Commences

Total Access Communication / Event-Driven

<ul>
<li>Thai telcos <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True Corp Pcl (TRUE TB)</a> and <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> have agreed to an amalgamation.</li>
<li>Telenor Asia, DTAC's parent, and Charoen Pokphand Holding, the parent firm of True, will make conditional voluntary tender offers for all shares in DTAC and True respectively.</li>
<li>A key condition to the merger is approval from the telco regulator, the National Broadcasting and Telecommunications Commission.</li>
</ul>


Thai telcos True Corp Pcl (TRUE TB) and Total Access Communication (DTAC TB) have agreed to an amalgamation.
Telenor Asia, DTAC's parent, and Charoen Pokphand Holding, the parent firm of True, will make conditional voluntary tender offers for all shares in DTAC and True respectively.
A key condition to the merger is approval from the telco regulator, the National Broadcasting and Telecommunications Commission.


<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>On 14 December 2016, <a href="https://www.smartkarma.com/entities/agc-inc" target="_blank" data-smartkarma-citation="entities:2167:1" rel="noopener">AGC Inc (5201 JP)</a> <a href="https://www.set.or.th/dat/news/201612/16094295.pdf" target="_blank" rel="noopener">entered into</a> an agreement with Solvay Chemicals and Plastics Holding, and Solvay Vinyls Holding (collectively, Solvay) to acquire 696,511,059 shares, or 58.77% of shares out, in <a href="https://www.smartkarma.com/entities/vinythai-public-co-limited" target="_blank" data-smartkarma-citation="entities:14107:1" rel="noopener">Vinythai Public Co (VNT TB)</a>, at Bt15.00/share, for a total consideration of Br10.4bn.</p>
<p>AGC completed the acquisition of shares in VNT on <a href="https://www.set.or.th/dat/news/201702/17013362.pdf" target="_blank" rel="noopener">22 February 2017</a>. This share acquisition triggered a mandatory tender offer. VNT received an Announcement of Intention to Make a Tender Offer (<a href="https://www.set.or.th/dat/news/201702/17013376.pdf" target="_blank" rel="noopener">Form 247-3</a>) on 23 February 2017.</p>
<p>On 1 March 2017, AGC submitted a copy of the Tender Offer (or <a href="https://www.set.or.th/dat/news/201703/17019209.pdf" target="_blank" rel="noopener">Form 247-4</a>) to purchase shares not held or 41.23% of shares out, at Bt15/share. The Tender Offer period was from the 3 March 2017 to 7 April 2017, a period of 25 business days.</p>
<p>At the close of the Offer, 152,450 shares tendered - or 0.01% of shares out - giving AGC <a href="https://www.set.or.th/dat/news/201704/17029860.pdf" target="_blank" rel="noopener">58.78%</a>. The second-largest shareholder was <a href="https://www.smartkarma.com/entities/ptt-global-chemical-pcl" target="_blank" data-smartkarma-citation="entities:19852:1" rel="noopener">PTT Global Chemical (PTTGC TB)</a> with 24.98%.</p>
<p>Then crickets.</p>
<h3>The New News</h3>
<p>Following a board directors meeting, VNT <a href="https://www.set.or.th/dat/mds_news/news/0475NWS190320210801090046E.pdf" target="_blank" rel="noopener">announced</a> PTTGC and AGC have indicated their intention to delist VNT from the SET.</p>
<p>PTTGC  will offer to purchase shares at Bt39/share. AGC will not tender any of its 57.78% stake in such a tender offer.</p>
<p>This looks done and dusted, and trading tight to terms.</p>
<p>More below the fold.</p>

On 14 December 2016, AGC Inc (5201 JP) entered into an agreement with Solvay Chemicals and Plastics Holding, and Solvay Vinyls Holding (collectively, Solvay) to acquire 696,511,059 shares, or 58.77% of shares out, in Vinythai Public Co (VNT TB), at Bt15.00/share, for a total consideration of Br10.4bn.
AGC completed the acquisition of shares in VNT on 22 February 2017. This share acquisition triggered a mandatory tender offer. VNT received an Announcement of Intention to Make a Tender Offer (Form 247-3) on 23 February 2017.
On 1 March 2017, AGC submitted a copy of the Tender Offer (or Form 247-4) to purchase shares not held or 41.23% of shares out, at Bt15/share. The Tender Offer period was from the 3 March 2017 to 7 April 2017, a period of 25 business days.
At the close of the Offer, 152,450 shares tendered - or 0.01% of shares out - giving AGC 58.78%. The second-largest shareholder was PTT Global Chemical (PTTGC TB) with 24.98%.
Then crickets.
The New News
Following a board directors meeting, VNT announced PTTGC and AGC have indicated their intention to delist VNT from the SET.
PTTGC  will offer to purchase shares at Bt39/share. AGC will not tender any of its 57.78% stake in such a tender offer.
This looks done and dusted, and trading tight to terms.
More below the fold.

Vinythai (VNT TH): Delisting Offer From PTTGC

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Index Rebalance

<div><p>The Stock Exchange of Thailand (SET) will announce the results of the semi-annual review of the <a href="https://www.smartkarma.com/entities/stock-exchange-of-thailand-set-50-index" target="_blank" data-smartkarma-citation="entities:31493:1" rel="noopener">Stock Exchange of Thailand SET 50 Index (SET50 INDEX)</a> in mid-June and the changes will be effective after the close of trading on 30 June.</p></div><div>
<p>The review period for market cap calculations runs from 1 March to 31 May, while the liquidity calculations run from 1 June 2020 to 31 May 2021.</p>
<p>We see three potential changes at the current time with an estimated one-way turnover for the rebalance at 2.19%.</p>
<p>Potential inclusions are <a href="https://www.smartkarma.com/entities/sri-trang-gloves-thailand-public-company-limited" target="_blank" data-smartkarma-citation="entities:29141:1" rel="noopener">Sri Trang Gloves (Thailand) Public Company Limited (STGT TB)</a>, <a href="https://www.smartkarma.com/entities/sri-trang-agro-industry-pcl" target="_blank" data-smartkarma-citation="entities:2759:1" rel="noopener">Sri Trang Agro Industry (STA TB)</a> and <a href="https://www.smartkarma.com/entities/irpc-pcl" target="_blank" data-smartkarma-citation="entities:19051:1" rel="noopener">IRPC PCL (IRPC TB)</a>.</p>
<p>Potential deletions are <a href="https://www.smartkarma.com/entities/vgi-pcl" target="_blank" data-smartkarma-citation="entities:12409:1" rel="noopener">VGI PCL (VGI TB)</a>, <a href="https://www.smartkarma.com/entities/com7-pcl" target="_blank" data-smartkarma-citation="entities:27411:1" rel="noopener">Com7 PCL (COM7 TB)</a> and <a href="https://www.smartkarma.com/entities/toa-paint-thailand-pcl" target="_blank" data-smartkarma-citation="entities:24235:1" rel="noopener">TOA Paint (Thailand) (TOA TB)</a>.</p>
<p><a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a> will not completed six months of trading history by the end of the review period and will not be eligible for inclusion at the June rebalance.</p>
<p>There is a possibility that the <a href="https://www.smartkarma.com/entities/stock-exchange-of-thailand-set-50-index" target="_blank" data-smartkarma-citation="entities:31493:1" rel="noopener">Stock Exchange of Thailand SET 50 Index (SET50 INDEX)</a> methodology is changed to make it a free float weighted market cap index from a full market cap index. That will see a lot of passive flow on some stocks that have a low free float.</p>
</div>

The Stock Exchange of Thailand (SET) will announce the results of the semi-annual review of the Stock Exchange of Thailand SET 50 Index (SET50 INDEX) in mid-June and the changes will be effective after the close of trading on 30 June.
The review period for market cap calculations runs from 1 March to 31 May, while the liquidity calculations run from 1 June 2020 to 31 May 2021.
We see three potential changes at the current time with an estimated one-way turnover for the rebalance at 2.19%.
Potential inclusions are Sri Trang Gloves (Thailand) Public Company Limited (STGT TB), Sri Trang Agro Industry (STA TB) and IRPC PCL (IRPC TB).
Potential deletions are VGI PCL (VGI TB), Com7 PCL (COM7 TB) and TOA Paint (Thailand) (TOA TB).
Kerry Express Thailand (KEX TB) will not completed six months of trading history by the end of the review period and will not be eligible for inclusion at the June rebalance.
There is a possibility that the Stock Exchange of Thailand SET 50 Index (SET50 INDEX) methodology is changed to make it a free float weighted market cap index from a full market cap index. That will see a lot of passive flow on some stocks that have a low free float.


SET50 Index Rebalance Preview: Potentially Three Changes & Move to Free Float Weighting

Thailand

Global Power Synergy Company Ltd. (GPSC) provides utilities services. The Company generates and distributes electricity, steam, and processed water. GPSC serves customers in Thailand.

Global Power Synergy Company Ltd (GPSC TB)

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Global Power Synergy Company Ltd (GPSC TB)

Vinythai (VNT TB)'s Delisting Offer (Finally) Commences

This is done and trading accordingly, with a gross/annualised return of 1.0%/5.6%. Unless terms happen to widen from here, this is largely an avoid...

David Blennerhassett

True/DTAC Merger. Optional VTOs

I would not chase this here. With the top two players potentially controlling ~96% of the market, even the Thai regulator might be reticent to...

David Blennerhassett

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

Buy Siam Future. Then buy some more. I think you're looking at a minimum 10% upside from here - if using Big C Supercenter's delisting example -...

David Blennerhassett

Vinythai (VNT TH): Delisting Offer From PTTGC

This looks done and trading accordingly with a gross/annualised return of 1.9%/5.0%, assuming completion on 11 August. Not a lot in it. Pus there...

David Blennerhassett

SET50 Index Rebalance Preview: Potentially Three Changes & Move to Free Float Weighting

There could be 3 changes to the SET50 at the June review with STGT, STA & IRPC joining the index at the expense of VGI, TOA & COM7. The methodology...

Brian Freitas

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