IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<p><a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a> provides car rental services, including car rentals and fleet rentals in China. Late on Friday night, CAR announced a pre-conditional voluntary cash offer from Indigo Glamour, which is wholly-owned by MBK Partners. Indigo Glamour will offer HK$4.00 in cash per share which is a 17.99% premium to the last close price of HK$3.39 per share. The offer is not entirely unexpected as on 20 August, a Reuters article claimed that a consortium led by MBK Partners is seeking to privatise CAR.</p><div class="content-highlight"><p>The pre-conditions which can be waived by the offeror are PRC antitrust approval and necessary consents/waivers from lenders. The key condition precedent is that offeror receives enough acceptances to hold more than 50% of the voting interest. Post-completion of the UCAR share sale and including the irrevocable from <a href="https://www.smartkarma.com/entities/legend-holdings-corp-h" target="_blank" data-smartkarma-citation="entities:517:1" rel="noopener">Legend Holdings Corp H (3396 HK)</a>, the offeror will own 47.41% of the outstanding shares. In combination with a reasonable offer price, we think that offer will garner enough acceptances to comfortably cross the 50% voting interest threshold to become unconditional. </p></div>

Car Inc (699 HK) provides car rental services, including car rentals and fleet rentals in China. Late on Friday night, CAR announced a pre-conditional voluntary cash offer from Indigo Glamour, which is wholly-owned by MBK Partners. Indigo Glamour will offer HK$4.00 in cash per share which is a 17.99% premium to the last close price of HK$3.39 per share. The offer is not entirely unexpected as on 20 August, a Reuters article claimed that a consortium led by MBK Partners is seeking to privatise CAR.The pre-conditions which can be waived by the offeror are PRC antitrust approval and necessary consents/waivers from lenders. The key condition precedent is that offeror receives enough acceptances to hold more than 50% of the voting interest. Post-completion of the UCAR share sale and including the irrevocable from Legend Holdings Corp H (3396 HK), the offeror will own 47.41% of the outstanding shares. In combination with a reasonable offer price, we think that offer will garner enough acceptances to comfortably cross the 50% voting interest threshold to become unconditional. 

CAR Inc’s Conditional VGO from MBK Partners

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<div>
<p><a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a>'s cratered 54% on the 3 April before being suspended, given the management crossover with scandal-hit <a href="https://www.smartkarma.com/entities/luckin-coffee-inc" target="_blank" data-smartkarma-citation="entities:28046:1" rel="noopener">Luckin Coffee (LK US)</a>. Charles Zhengyao Lu, the largest shareholder in Luckin, was also a major (indirect) shareholder and chairman in Car.</p>
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0407/2020040700005.pdf" target="_blank" rel="noopener">qualified</a> that while Lu was a shareholder and chairman of Luckin Coffee, "<em>he resigned from the role of Chief Executive Officer and became a Non-executive Director of Car in April 2016</em>" and "<em>has not been involved in the Group’s day-to-day management since then</em>". In addition, Jian Liu, COO of Luckin and widely understood to be the orchestrator of Luckin's internal issues, "<em>ceased his employment as a department director" with Car in 2015.</em>" </p>
</div>
<div>
<p>A detailed rundown of these events can be found in <em><a href="https://skr.ma/p7ikw" target="_blank" rel="noopener">Car Inc (699 HK) - Needs A Hire Purpose</a></em>.</p>
<p>According to a <a href="https://www.reuters.com/article/us-car-inc-mbk-partners-m-a-exclusive/exclusive-mbk-partners-leads-group-in-talks-to-take-hk-listed-car-inc-private-idUSKCN25G0JX" target="_blank" rel="noopener">Reuters</a>' article on the 20 August, an MBK consortium had been in negotiations with SOE Jinggangshan BAIC with respect to its ~29% stake in Car, with a possible view to taking Car private. This was discussed in <em><a href="https://skr.ma/WyCdw" target="_blank" rel="noopener">Car Inc (699 HK): MBK Takes A Turn At The Wheel</a></em>. A HKEx disclosure filing on the 24 July showed BAIC with <a href="https://di.hkex.com.hk/di/NSForm2.aspx?fn=CS20200727E00205&amp;sa2=np&amp;scpid1=99615&amp;scpid3=0&amp;scpid2=109421&amp;sa1=pl&amp;scsd=21%2f08%2f2017&amp;sced=21%2f08%2f2020&amp;pn=Beijing+Automotive+Group&amp;src=MAIN&amp;lang=EN&amp;" target="_blank" rel="noopener">28.92%</a>, given the SPAs with UCAR &amp; Warburg Pincus/Amber.</p>
<p>On the 10 November, Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1110/2020111001297.pdf" target="_blank" rel="noopener">announced</a> the SPA between UCAR and BAIC had terminated. Separately, MBK Partners had entered into a SPA to acquire ~20.86% of shares in Car for HK$1.77bn ($4.00/share) from UCAR.</p>
</div>
<div>
<p>A summary of announcements below brings you up to date.:</p>
</div>
<div>
<div>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 115.258px;">
<h3>Date</h3>
</td>
<td style="width: 588.274px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 115.258px;">9-Apr-20</td>
<td style="width: 588.274px;">Car's largest shareholder, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0409/2020040900021.pdf" target="_blank" rel="noopener">sold</a> 44.666mn shares, or 2.11% of shares out, on the day Car's shares collapsed. NOT a good look. UCAR held ~27.65% of shares out in Car after the sale. Lu is the controller of UCAR with a 39.94% stake.<br><br>UCAR <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0512/2020051201219.pdf" target="_blank" rel="noopener">sold</a> a further 100k shares (0.0047% of shares out) on the 11 May, and <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0623/2020062301508.pdf" target="_blank" rel="noopener">7.085mn</a> shares (0.33%) between the 12 May and 22 June.</td>
</tr>
<tr>
<td style="width: 115.258px;">16-Apr-20</td>
<td style="width: 588.274px;">
<p>Amber Gem <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0416/2020041601733.pdf" target="_blank" rel="noopener">entered</a> into a SPA with UCAR to acquire 98.6mn shares (4.65% of shares out - known as the first tranche) from UCAR at HK$2.30/share; and 264.08mn shares (12.46% of shares out - the second tranche) at HK$3.40/share. This works out to an average price of $3.10/share.</p>
<p></p>
<p>At the time of the SPA, Amber Gem held 10.11%. According to the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0401/2020040101309.pdf" target="_blank" rel="noopener">2019 annual report</a> (page 49), Warburg Pincus holds a 60.47% stake in Amber Gem. </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">1-Jun-20</td>
<td style="width: 588.274px;">
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0601/2020060100013.pdf" target="_blank" rel="noopener">announced</a> Amber Gem and UCAR had terminated their second tranche. The first tranche <a href="https://di.hkex.com.hk/di/NSNoticePersonList.aspx?sa2=np&amp;scpid1=69816&amp;scpid3=0&amp;scpid2=109421&amp;sa1=pl&amp;scsd=21%2f07%2f2019&amp;sced=21%2f07%2f2020&amp;pn=Amber+Gem&amp;src=MAIN&amp;lang=EN&amp;" target="_blank" rel="noopener">appears</a> to have been completed on the 30 May, lifting Amber Gem's stake to 14.76%.</p>
<p></p>
<p>Separately  UCAR and BAIC Group <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0601/2020060100013.pdf" target="_blank" rel="noopener">entered</a> into a non-legally binding strategic cooperation agreement, such that BAIC would acquire 450.79mn shares in Car, or 21.26% of shares out, from UCAR.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">9-Jun-20</td>
<td style="width: 588.274px;">Lu <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0610/2020061000043.pdf" target="_blank" rel="noopener">resigned</a> as Chairman and NED, with effect from June 9 (i.e. immediate).</td>
</tr>
<tr>
<td style="width: 115.258px;">2-Jul-20</td>
<td style="width: 588.274px;">
<p>Car announced UCAR had entered into an offer letter with <a href="https://www.smartkarma.com/entities/saic-motor-corp-ltd-a" target="_blank" data-smartkarma-citation="entities:20833:1" rel="noopener">SAIC Motor (600104 CH)</a> such that SAIC will acquire UCAR's 20.87% stake in Car at HK$3.10.</p>
<p></p>
<p>Separately, SAIC entered into an offer letter with Amber Gem to acquire an 8.05% stake in Car, also at HK$3.10/share.  The completion of these Offer letters would result in SAIC holding 28.92%, below the 30% mandatory general offer threshold.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">20-Jul-20</td>
<td style="width: 588.274px;">
<p>Car announced that UCAR has terminated its agreement with SAIC; and that UCAR had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gem to acquire an 8.04% of shares out (@ HK$3.10/share) - to collectively give Jinggangshan BAIC 28.91%. Amber Gem would be left holding 6.7% of shares out. </p>
<p></p>
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0720/2020072001067.pdf" target="_blank" rel="noopener">announced</a> that it has been informed that "UCAR has received a notice from the China Securities Regulatory Commission (and that the) CSRC has initiated an investigation on UCAR in connection with suspected violations of information disclosure laws and regulations by UCAR". </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">24-Jul-20</td>
<td style="width: 588.274px;">
<p>Profit warning. Car expects a net loss n the 1H20 vs. net profit of RMB279mn in 1H19. Looking at impairment charges with respect to is vehicle fleet of RMB2.5bn-3RMBbn. </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">26-Jul-20</td>
<td style="width: 588.274px;">
<p>Amber Gem and Jinggangshan BAIC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0726/2020072600011.pdf" target="_blank" rel="noopener">entered</a> into a SPA such that BAIC acquires 170.72mn shares (8.05% of shares out) from Amber at $3.10/share.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">3-Aug-20</td>
<td style="width: 588.274px;">
<p>Xiaogeng Li, an NED, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0803/2020080300015.pdf" target="_blank" rel="noopener">resigned</a>, ceasing her membership of the audit and compliance committee</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">3-Aug-20</td>
<td style="width: 588.274px;">
<p>The CSRC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0803/2020080300019.pdf" target="_blank" rel="noopener">completed</a> its (two-week) investigation and dished out some fines to UCAR and certain directors/senior management. </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">20-Aug-20</td>
<td style="width: 588.274px;">
<p>A Reuters article suggests MBK is kicking tyres</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">10-Nov-20</td>
<td style="width: 588.274px;">
<p><a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1110/2020111001297.pdf" target="_blank" rel="noopener">announced</a> the S&amp;P with UCAR, BAIC is terminated. MBK Partners to acquire ~20.86% of shares in Car for HK$1.77bn ($4/share).</p>
</td>
</tr>
</tbody>
</table>
</div>
</div>
<div>
<div class="content-caption">
<p style="text-align: left;">Source: HKEx filings</p>
</div>
</div>
<div>
<h3>The NEW News</h3>
</div>
<div>
<p>MBK has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1113/2020111301538.pdf" target="_blank" rel="noopener">tabled</a> a pre-conditional general cash Offer of $4.00/share, a 17.99% premium to last close. There are no outstanding dividends and no dividends are expected to be declared or paid during the Offer.</p>
<p>Pre-conditions include anti-trust approval, no default on any bonds or debt; and the Offer not triggering a "change of control" in the bond/debt instruments. Interestingly, all pre-conditions can be waived by MBK. </p>
<p>The Offer is conditional on MBK holding 50% of the voting rights in Car. Irrevocables (namely Legend Holdings) holding 26.55% have agreed to tender into the Offer. Together with the 20.86% from the SPA with UCAR, MBK will hold a minimum of 47.41% of shares out. Clearing the 50% looks like a lock.</p>
<p>MBK intends to maintain Car's listing.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


Car Inc (699 HK)'s cratered 54% on the 3 April before being suspended, given the management crossover with scandal-hit Luckin Coffee (LK US). Charles Zhengyao Lu, the largest shareholder in Luckin, was also a major (indirect) shareholder and chairman in Car.
Car qualified that while Lu was a shareholder and chairman of Luckin Coffee, "he resigned from the role of Chief Executive Officer and became a Non-executive Director of Car in April 2016" and "has not been involved in the Group’s day-to-day management since then". In addition, Jian Liu, COO of Luckin and widely understood to be the orchestrator of Luckin's internal issues, "ceased his employment as a department director" with Car in 2015." 


A detailed rundown of these events can be found in Car Inc (699 HK) - Needs A Hire Purpose.
According to a Reuters' article on the 20 August, an MBK consortium had been in negotiations with SOE Jinggangshan BAIC with respect to its ~29% stake in Car, with a possible view to taking Car private. This was discussed in Car Inc (699 HK): MBK Takes A Turn At The Wheel. A HKEx disclosure filing on the 24 July showed BAIC with 28.92%, given the SPAs with UCAR &amp; Warburg Pincus/Amber.
On the 10 November, Car announced the SPA between UCAR and BAIC had terminated. Separately, MBK Partners had entered into a SPA to acquire ~20.86% of shares in Car for HK$1.77bn ($4.00/share) from UCAR.


A summary of announcements below brings you up to date.:







Date


Data in the Date



9-Apr-20
Car's largest shareholder, sold 44.666mn shares, or 2.11% of shares out, on the day Car's shares collapsed. NOT a good look. UCAR held ~27.65% of shares out in Car after the sale. Lu is the controller of UCAR with a 39.94% stake.  UCAR sold a further 100k shares (0.0047% of shares out) on the 11 May, and 7.085mn shares (0.33%) between the 12 May and 22 June.


16-Apr-20

Amber Gem entered into a SPA with UCAR to acquire 98.6mn shares (4.65% of shares out - known as the first tranche) from UCAR at HK$2.30/share; and 264.08mn shares (12.46% of shares out - the second tranche) at HK$3.40/share. This works out to an average price of $3.10/share.

At the time of the SPA, Amber Gem held 10.11%. According to the 2019 annual report (page 49), Warburg Pincus holds a 60.47% stake in Amber Gem. 



1-Jun-20

Car announced Amber Gem and UCAR had terminated their second tranche. The first tranche appears to have been completed on the 30 May, lifting Amber Gem's stake to 14.76%.

Separately  UCAR and BAIC Group entered into a non-legally binding strategic cooperation agreement, such that BAIC would acquire 450.79mn shares in Car, or 21.26% of shares out, from UCAR.



9-Jun-20
Lu resigned as Chairman and NED, with effect from June 9 (i.e. immediate).


2-Jul-20

Car announced UCAR had entered into an offer letter with SAIC Motor (600104 CH) such that SAIC will acquire UCAR's 20.87% stake in Car at HK$3.10.

Separately, SAIC entered into an offer letter with Amber Gem to acquire an 8.05% stake in Car, also at HK$3.10/share.  The completion of these Offer letters would result in SAIC holding 28.92%, below the 30% mandatory general offer threshold.



20-Jul-20

Car announced that UCAR has terminated its agreement with SAIC; and that UCAR had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gem to acquire an 8.04% of shares out (@ HK$3.10/share) - to collectively give Jinggangshan BAIC 28.91%. Amber Gem would be left holding 6.7% of shares out. 

Car announced that it has been informed that "UCAR has received a notice from the China Securities Regulatory Commission (and that the) CSRC has initiated an investigation on UCAR in connection with suspected violations of information disclosure laws and regulations by UCAR". 



24-Jul-20

Profit warning. Car expects a net loss n the 1H20 vs. net profit of RMB279mn in 1H19. Looking at impairment charges with respect to is vehicle fleet of RMB2.5bn-3RMBbn. 



26-Jul-20

Amber Gem and Jinggangshan BAIC entered into a SPA such that BAIC acquires 170.72mn shares (8.05% of shares out) from Amber at $3.10/share.



3-Aug-20

Xiaogeng Li, an NED, resigned, ceasing her membership of the audit and compliance committee



3-Aug-20

The CSRC completed its (two-week) investigation and dished out some fines to UCAR and certain directors/senior management. 



20-Aug-20

A Reuters article suggests MBK is kicking tyres



10-Nov-20

Car Inc (699 HK) announced the S&amp;P with UCAR, BAIC is terminated. MBK Partners to acquire ~20.86% of shares in Car for HK$1.77bn ($4/share).








Source: HKEx filings



The NEW News


MBK has now tabled a pre-conditional general cash Offer of $4.00/share, a 17.99% premium to last close. There are no outstanding dividends and no dividends are expected to be declared or paid during the Offer.
Pre-conditions include anti-trust approval, no default on any bonds or debt; and the Offer not triggering a "change of control" in the bond/debt instruments. Interestingly, all pre-conditions can be waived by MBK. 
The Offer is conditional on MBK holding 50% of the voting rights in Car. Irrevocables (namely Legend Holdings) holding 26.55% have agreed to tender into the Offer. Together with the 20.86% from the SPA with UCAR, MBK will hold a minimum of 47.41% of shares out. Clearing the 50% looks like a lock.
MBK intends to maintain Car's listing.


More below the fold.


Equity Analyst, LightStream Research

Oshadhi Kumarasiri

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Equity Bottom-Up

<p>Embattled by the entry of e-commerce to retail consumer electronics, <a href="https://www.smartkarma.com/entities/gome-retail-holdings-ltd" target="_blank" data-smartkarma-citation="entities:170:1" rel="noopener">Gome Electrical Appliances (493 HK)</a>, China’s largest electronic retailers with a Gross Merchandise Value (GMV) of CNY 136.1 billion is completely reliant on China’s social commerce growth to turnaround its struggling consumer electronics (brick and mortar) business.</p><p>We discuss China’s social commerce growth prospects and its impact on Gome Retail below.</p>

Embattled by the entry of e-commerce to retail consumer electronics, Gome Electrical Appliances (493 HK), China’s largest electronic retailers with a Gross Merchandise Value (GMV) of CNY 136.1 billion is completely reliant on China’s social commerce growth to turnaround its struggling consumer electronics (brick and mortar) business.We discuss China’s social commerce growth prospects and its impact on Gome Retail below.

Gome's Gamble on Social Commerce Is Unlikely to Generate Sufficient Margins

<div>
<p>Tainted by association. As it currently stands, that is <a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a>'s bugbear.</p>
<p>When <a href="https://www.smartkarma.com/entities/luckin-coffee-inc" target="_blank" data-smartkarma-citation="entities:28046:1" rel="noopener">Luckin Coffee (LK US)</a> infamously collapsed back in April amidst a scandal (and was subsequently delisted from Nasdaq), focus turned to Car. Charles Zhengyao Lu, the largest shareholder in Luckin, was also a major (indirect) shareholder and chairman in Car. Car's shares tanked 54% on the 3 April before being suspended.</p>
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0407/2020040700005.pdf" target="_blank" rel="noopener">pointed out</a> that while Lu was a shareholder and chairman of Luckin Coffee, "<em>he resigned from the role of Chief Executive Officer and became a Non-executive Director of Car in April 2016</em>" and "<em>has not been involved in the Group’s day-to-day management since then</em>". Furthermore, Jian Liu, COO of Luckin and widely understood to be the orchestrator of Luckin's disaster, "c<em>eased his employment as a department director</em>" with Car in 2015." </p>
<p>Investors welcomed the "clarification" and Car's shares gained 34% (to $2.63) on the resumption of trading on the 7 April. A detailed rundown can be found in <em><a href="https://skr.ma/p7ikw" target="_blank" rel="noopener">Car Inc (699 HK) - Needs A Hire Purpose</a></em>.</p>
<p>The following events have since unfolded:</p>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 115.258px;">
<h3>Date</h3>
</td>
<td style="width: 588.274px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 115.258px;">9-Apr-20</td>
<td style="width: 588.274px;">Car's largest shareholder, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0409/2020040900021.pdf" target="_blank" rel="noopener">sold</a> 44.666mn shares, or 2.11% of shares out, on the day Car's shares collapsed. <strong>NOT</strong> a good look. UCAR held ~27.65% of shares out in Car after the sale. Lu is the controller of UCAR with a 39.94% stake.<br><br>UCAR <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0512/2020051201219.pdf" target="_blank" rel="noopener">sold</a> a further 100k shares (0.0047% of shares out) on the 11 May, and <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0623/2020062301508.pdf" target="_blank" rel="noopener">7.085mn</a> shares (0.33%) between the 12 May and 22 June.</td>
</tr>
<tr>
<td style="width: 115.258px;">16-Apr-20</td>
<td style="width: 588.274px;">
<p>Amber Gem <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0416/2020041601733.pdf" target="_blank" rel="noopener">entered</a> into a SPA with UCAR to acquire 98.6mn shares (4.65% of shares out - known as the first tranche) from UCAR at HK$2.30/share; and 264.08mn shares (12.46% of shares out - the second tranche) at HK$3.40/share. This works out to an average price of $3.10/share.</p>
<p></p>
<p>At the time of the SPA, Amber Gem held 10.11%. According to the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0401/2020040101309.pdf" target="_blank" rel="noopener">2019 annual report</a> (page 49), Warburg Pincus holds a 60.47% stake in Amber Gem. </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">1-Jun-20</td>
<td style="width: 588.274px;">
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0601/2020060100013.pdf" target="_blank" rel="noopener">announced</a> Amber Gem and UCAR had terminated their second tranche. The first tranche <em><a href="https://di.hkex.com.hk/di/NSNoticePersonList.aspx?sa2=np&amp;scpid1=69816&amp;scpid3=0&amp;scpid2=109421&amp;sa1=pl&amp;scsd=21%2f07%2f2019&amp;sced=21%2f07%2f2020&amp;pn=Amber+Gem&amp;src=MAIN&amp;lang=EN&amp;" target="_blank" rel="noopener">appears</a> </em>to have been completed on the 30 May, lifting Amber Gem's stake to 14.76%.</p>
<p></p>
<p>Separately  UCAR and BAIC Group <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0601/2020060100013.pdf" target="_blank" rel="noopener">entered</a> into a non-legally binding strategic cooperation agreement, such that BAIC would acquire 450.79mn shares in Car, or 21.26% of shares out, from UCAR.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">9-Jun-20</td>
<td style="width: 588.274px;">Lu <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0610/2020061000043.pdf" target="_blank" rel="noopener">resigned</a> as Chairman and NED, with effect from June 9 (i.e. immediate).</td>
</tr>
<tr>
<td style="width: 115.258px;">2-Jul-20</td>
<td style="width: 588.274px;">
<p>Car announced UCAR had entered into an offer letter with <a href="https://www.smartkarma.com/entities/saic-motor-corp-ltd-a" target="_blank" data-smartkarma-citation="entities:20833:1" rel="noopener">SAIC Motor (600104 CH)</a> such that SAIC will acquire UCAR's 20.87% stake in Car at HK$3.10.</p>
<p></p>
<p>Separately, SAIC entered into an offer letter with Amber Gem to acquire an 8.05% stake in Car, also at HK$3.10/share.  The completion of these Offer letters would result in SAIC holding 28.92%, below the 30% mandatory general offer threshold.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">20-Jul-20</td>
<td style="width: 588.274px;">
<p>Car announced that UCAR has terminated its agreement with SAIC; and that UCAR had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gem to acquire an 8.04% of shares out (@ HK$3.10/share) - to collectively give Jinggangshan BAIC 28.91%. Amber Gem would be left holding 6.7% of shares out. </p>
<p></p>
<p>Car <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0720/2020072001067.pdf" target="_blank" rel="noopener">announced</a> that it has been informed that "<em>UCAR has received a notice from the China Securities Regulatory Commission (and that the) CSRC has initiated an investigation on UCAR in connection with suspected violations of information disclosure laws and regulations by UCAR</em>". </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">24-Jul-20</td>
<td style="width: 588.274px;">
<p>Profit warning. Car expects a net loss n the 1H20 vs. net profit of RMB279mn in 1H19. Looking at impairment charges with respect to is vehicle fleet of RMB2.5bn-3RMBbn. </p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">26-Jul-20</td>
<td style="width: 588.274px;">
<p>Amber Gem and Jinggangshan BAIC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0726/2020072600011.pdf" target="_blank" rel="noopener">entered</a> into a SPA such that BAIC acquires 170.72mn shares (8.05% of shares out) from Amber at $3.10/share.</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">3-Aug-20</td>
<td style="width: 588.274px;">
<p>Xiaogeng Li, an NED, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0803/2020080300015.pdf" target="_blank" rel="noopener">resigned</a>, ceasing her membership of the audit and compliance committee</p>
</td>
</tr>
<tr>
<td style="width: 115.258px;">3-Aug-20</td>
<td style="width: 588.274px;">
<p>The CSRC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0803/2020080300019.pdf" target="_blank" rel="noopener">completed</a> its (two-week) investigation and dished out some fines to UCAR and certain directors/senior management. </p>
</td>
</tr>
</tbody>
</table>
</div>
<div class="content-caption">
<p style="text-align: left;">Source: HKEx filings</p>
</div>
<div>
<h2>The NEW News</h2>
</div>
<div>
<p>According to a <a href="https://www.reuters.com/article/us-car-inc-mbk-partners-m-a-exclusive/exclusive-mbk-partners-leads-group-in-talks-to-take-hk-listed-car-inc-private-idUSKCN25G0JX" target="_blank" rel="noopener">Reuters</a>' article, an MBK consortium, which allegedly includes Chinese private equity firm Boyu Capital, has been in negotiations with SOE Jinggangshan BAIC with respect to its ~29% stake in Car, with a possible view to taking Car private. </p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


Tainted by association. As it currently stands, that is Car Inc (699 HK)'s bugbear.
When Luckin Coffee (LK US) infamously collapsed back in April amidst a scandal (and was subsequently delisted from Nasdaq), focus turned to Car. Charles Zhengyao Lu, the largest shareholder in Luckin, was also a major (indirect) shareholder and chairman in Car. Car's shares tanked 54% on the 3 April before being suspended.
Car pointed out that while Lu was a shareholder and chairman of Luckin Coffee, "he resigned from the role of Chief Executive Officer and became a Non-executive Director of Car in April 2016" and "has not been involved in the Group’s day-to-day management since then". Furthermore, Jian Liu, COO of Luckin and widely understood to be the orchestrator of Luckin's disaster, "ceased his employment as a department director" with Car in 2015." 
Investors welcomed the "clarification" and Car's shares gained 34% (to $2.63) on the resumption of trading on the 7 April. A detailed rundown can be found in Car Inc (699 HK) - Needs A Hire Purpose.
The following events have since unfolded:




Date


Data in the Date



9-Apr-20
Car's largest shareholder, sold 44.666mn shares, or 2.11% of shares out, on the day Car's shares collapsed. NOT a good look. UCAR held ~27.65% of shares out in Car after the sale. Lu is the controller of UCAR with a 39.94% stake.  UCAR sold a further 100k shares (0.0047% of shares out) on the 11 May, and 7.085mn shares (0.33%) between the 12 May and 22 June.


16-Apr-20

Amber Gem entered into a SPA with UCAR to acquire 98.6mn shares (4.65% of shares out - known as the first tranche) from UCAR at HK$2.30/share; and 264.08mn shares (12.46% of shares out - the second tranche) at HK$3.40/share. This works out to an average price of $3.10/share.

At the time of the SPA, Amber Gem held 10.11%. According to the 2019 annual report (page 49), Warburg Pincus holds a 60.47% stake in Amber Gem. 



1-Jun-20

Car announced Amber Gem and UCAR had terminated their second tranche. The first tranche appears to have been completed on the 30 May, lifting Amber Gem's stake to 14.76%.

Separately  UCAR and BAIC Group entered into a non-legally binding strategic cooperation agreement, such that BAIC would acquire 450.79mn shares in Car, or 21.26% of shares out, from UCAR.



9-Jun-20
Lu resigned as Chairman and NED, with effect from June 9 (i.e. immediate).


2-Jul-20

Car announced UCAR had entered into an offer letter with SAIC Motor (600104 CH) such that SAIC will acquire UCAR's 20.87% stake in Car at HK$3.10.

Separately, SAIC entered into an offer letter with Amber Gem to acquire an 8.05% stake in Car, also at HK$3.10/share.  The completion of these Offer letters would result in SAIC holding 28.92%, below the 30% mandatory general offer threshold.



20-Jul-20

Car announced that UCAR has terminated its agreement with SAIC; and that UCAR had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gem to acquire an 8.04% of shares out (@ HK$3.10/share) - to collectively give Jinggangshan BAIC 28.91%. Amber Gem would be left holding 6.7% of shares out. 

Car announced that it has been informed that "UCAR has received a notice from the China Securities Regulatory Commission (and that the) CSRC has initiated an investigation on UCAR in connection with suspected violations of information disclosure laws and regulations by UCAR". 



24-Jul-20

Profit warning. Car expects a net loss n the 1H20 vs. net profit of RMB279mn in 1H19. Looking at impairment charges with respect to is vehicle fleet of RMB2.5bn-3RMBbn. 



26-Jul-20

Amber Gem and Jinggangshan BAIC entered into a SPA such that BAIC acquires 170.72mn shares (8.05% of shares out) from Amber at $3.10/share.



3-Aug-20

Xiaogeng Li, an NED, resigned, ceasing her membership of the audit and compliance committee



3-Aug-20

The CSRC completed its (two-week) investigation and dished out some fines to UCAR and certain directors/senior management. 






Source: HKEx filings


The NEW News


According to a Reuters' article, an MBK consortium, which allegedly includes Chinese private equity firm Boyu Capital, has been in negotiations with SOE Jinggangshan BAIC with respect to its ~29% stake in Car, with a possible view to taking Car private. 


As always, more below the fold.


Car Inc (699 HK): MBK Takes A Turn At The Wheel

<p><a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a> provides car rental services, including car rentals and fleet rentals in China. On Thursday, <a href="https://in.reuters.com/article/car-inc-mbk-partners-m-a/exclusive-mbk-partners-leads-group-in-talks-to-take-hk-listed-car-inc-private-sources-idINKBN25G0KY" target="_blank" rel="noopener">a Reuters article</a> claimed that a consortium led by MBK Partners is seeking to privatise CAR at more than HK$3.10 per share. The consortium which includes Boyu Capital is said to be in talks with Beijing Automotive Group (BAIC Group). The rumoured low-end privatisation price of HK$3.10 per share is in line with the price paid by Jinggangshan BAIC (40% owned by BAIC Group) to recently acquire CAR shares from UCAR and Amber Green (pending approval). </p><div class="content-highlight"><p>At the last close price of HK$2.60 per share, the gross spread to the rumoured low-end privatisation price of HK$3.10 per share is 19%. We think there is a good chance that a privatisation bid materialises but in the event of no-bid, the downside risk is low. </p></div>

Car Inc (699 HK) provides car rental services, including car rentals and fleet rentals in China. On Thursday, a Reuters article claimed that a consortium led by MBK Partners is seeking to privatise CAR at more than HK$3.10 per share. The consortium which includes Boyu Capital is said to be in talks with Beijing Automotive Group (BAIC Group). The rumoured low-end privatisation price of HK$3.10 per share is in line with the price paid by Jinggangshan BAIC (40% owned by BAIC Group) to recently acquire CAR shares from UCAR and Amber Green (pending approval). At the last close price of HK$2.60 per share, the gross spread to the rumoured low-end privatisation price of HK$3.10 per share is 19%. We think there is a good chance that a privatisation bid materialises but in the event of no-bid, the downside risk is low. 

China

Luckin Coffee Inc. provides non-alcoholic beverages. The Company offers various types of coffee. Luckin Coffee serves customers in China.

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Luckin Coffee (LKNCY US)

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