Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: ARA Logos/ESR-REIT, Z Energy, Ausnutria, MatsukiyoCocokara

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<p>On the 14 March, <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/369079/342312.pdf" target="_blank" rel="noopener">announced</a> a binding agreement from <a href="https://www.smartkarma.com/entities/mighty-river-power" target="_blank" data-smartkarma-citation="entities:9933:1" rel="noopener">Mercury NZ Ltd (MCY NZ)</a> and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, QIC, and Australia’s sovereign wealth fund.</p>
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<p>Should the Scheme be approved, Tilt will sell its Australian assets to PowAR, and Mercury NZ would acquire the New Zealand assets. The Offer had the backing of Infratil and Mercury, holding 65.46% and 19.92% respectively.</p>
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<p>On the 16 April, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364436-3A565443?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury would now pay NZ$8.10/share. The SIA had also been amended to include the removal of provisions allowing Tilt to evaluate any competing proposal to the Scheme or to terminate the SIA if a superior proposal were to be received.</p>
<p>Given the SIA cannot be terminated in such circumstances, neither Mercury nor Infratil are released from their voting commitments. This means that the emergence of a superior alternative transaction is remote unless the SIA terminates due to reasons such as a condition not being fulfilled.</p>
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<p>The Scheme Booklet is now <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/373692/348047.pdf" target="_blank" rel="noopener">out</a>. The Scheme Meeting will be held on the 14 July, with an expected implementation date of the 3 August.</p>
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<p>The Independent Advisor has concluded the Scheme was "reasonable". </p>
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<p>More below the fold.</p>
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On the 14 March, Tilt Renewables Ltd (TLT NZ) announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between AGL Energy Ltd (AGL AU), QIC, and Australia’s sovereign wealth fund.


Should the Scheme be approved, Tilt will sell its Australian assets to PowAR, and Mercury NZ would acquire the New Zealand assets. The Offer had the backing of Infratil and Mercury, holding 65.46% and 19.92% respectively.


On the 16 April, Tilt announced it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury would now pay NZ$8.10/share. The SIA had also been amended to include the removal of provisions allowing Tilt to evaluate any competing proposal to the Scheme or to terminate the SIA if a superior proposal were to be received.
Given the SIA cannot be terminated in such circumstances, neither Mercury nor Infratil are released from their voting commitments. This means that the emergence of a superior alternative transaction is remote unless the SIA terminates due to reasons such as a condition not being fulfilled.


The Scheme Booklet is now out. The Scheme Meeting will be held on the 14 July, with an expected implementation date of the 3 August.

The Independent Advisor has concluded the Scheme was "reasonable". 


More below the fold.



Tilt Renewables: Scheme Booklet Out. EGM Firmed

<p>Back on the 14 March, <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/369079/342312.pdf" target="_blank" rel="noopener">announced</a> a binding agreement from <a href="https://www.smartkarma.com/entities/mighty-river-power" target="_blank" data-smartkarma-citation="entities:9933:1" rel="noopener">Mercury NZ Ltd (MCY NZ)</a> and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, QIC, and Australia’s sovereign wealth fund.</p>
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<p>Should the Scheme be successful, Tilt will sell its Australian assets to PowAR, and Mercury NZ acquires the New Zealand assets, including all future development operations. The Offer has the backing of Infratil and Mercury, holding 65.5% and 19.92% respectively.</p>
<p>After entering a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363756_NPS-3A565326?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">trading halt</a> early last Friday, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364436-3A565443?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury will now pay NZ$8.10/share</p>
<p>In addition to the increased price, the SIA has been amended to remove provisions allowing Tilt to evaluate any “<em>competing proposal giving greater certainty to all parties and Tilt shareholders that the transaction will complete by August</em>."</p>
<p>AGL also <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364591-2A1293172?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> Tilt had received a competing proposal from a third party. Reportedly Canadian pension fund CDPQ made a bid of NZ$8/share Offer, and that Tilt tapped the consortium to match or beat that proposal.</p>
<p>The prospect of a last-minute gate-crasher now appears diminished. More below the fold.</p>
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Back on the 14 March, Tilt Renewables Ltd (TLT NZ) announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between AGL Energy Ltd (AGL AU), QIC, and Australia’s sovereign wealth fund.

Should the Scheme be successful, Tilt will sell its Australian assets to PowAR, and Mercury NZ acquires the New Zealand assets, including all future development operations. The Offer has the backing of Infratil and Mercury, holding 65.5% and 19.92% respectively.
After entering a trading halt early last Friday, Tilt announced it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury will now pay NZ$8.10/share
In addition to the increased price, the SIA has been amended to remove provisions allowing Tilt to evaluate any “competing proposal giving greater certainty to all parties and Tilt shareholders that the transaction will complete by August."
AGL also said Tilt had received a competing proposal from a third party. Reportedly Canadian pension fund CDPQ made a bid of NZ$8/share Offer, and that Tilt tapped the consortium to match or beat that proposal.
The prospect of a last-minute gate-crasher now appears diminished. More below the fold.


Tilt Renewables: Mercury/PowAR's Bump Heads Off Third-Party Bidders

Last Week in Event SPACE: Xiaomi, AGL Energy, TOPIX's Big April Basket, Evergrande Auto

<p>Today, the Victorian government rejected a A$250mn 300-metre floating gas terminal proposal at Mornington Peninsula. Planning Minister Richard Wynne said the Crib Point terminal would have had "<a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358799-2A1289920?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener"><em>unacceptable environmental effects</em></a>" in Western Port.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/198/047/original/image_90576892521617071507869.png?1617071510" class="editor-image img-responsive" data-smartkarma-image-id="198047"></figure>
<div class="content-caption">Source: ABC. A protester in a wetsuit taking his concerns about the terminal to the Victorian Parliament in early March</div>
<p><a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, which has already outlayed millions of dollars on the Crib Point project, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358799-2A1289920?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it was “<em>considering its position</em>” on the minister’s decision.</p>
<p>Concurrent with this rejection, AGL <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358644-2A1289840?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it was splitting into two separate companies: a thermal coal generation business and a separate zero-carbon energy retailer. </p>
<p>The split follows a raft of new initiatives/developments recently including an <a href="https://www.agl.com.au/about-agl/media-centre/asx-and-media-releases/2021/january/agl-announces-suppliers-for-grid-scale-battery-plans" target="_blank" rel="noopener">agreement</a> with suppliers for grid-scale battery plans, the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355442-2A1288076?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">renewal</a> of the Portland smelter contract, and the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02353382-2A1286980?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">participation</a> in PowAR's acquisition of <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> (<em><a href="https://skr.ma/i5ugg" target="_blank" rel="noopener">Tilt Renewables: Mercury/PowAr's Big Blow</a></em>).</p>
<p>Speculation of a demerger has been running hot since Australia's oldest energy unity grappled with softening power prices, and a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02340133-2A1279818?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">A$2.29bn</a> loss in the 1H21, exacerbated by A$2.7bn in <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02337704-2A1278422?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">impairment charges</a>. </p>
<p>The share price reaction to the split was largely muted. </p>
<p>As always, more below the fold.</p>

Today, the Victorian government rejected a A$250mn 300-metre floating gas terminal proposal at Mornington Peninsula. Planning Minister Richard Wynne said the Crib Point terminal would have had "unacceptable environmental effects" in Western Port.

Source: ABC. A protester in a wetsuit taking his concerns about the terminal to the Victorian Parliament in early March
AGL Energy Ltd (AGL AU), which has already outlayed millions of dollars on the Crib Point project, announced it was “considering its position” on the minister’s decision.
Concurrent with this rejection, AGL announced it was splitting into two separate companies: a thermal coal generation business and a separate zero-carbon energy retailer. 
The split follows a raft of new initiatives/developments recently including an agreement with suppliers for grid-scale battery plans, the renewal of the Portland smelter contract, and the participation in PowAR's acquisition of Tilt Renewables Ltd (TLT NZ) (Tilt Renewables: Mercury/PowAr's Big Blow).
Speculation of a demerger has been running hot since Australia's oldest energy unity grappled with softening power prices, and a A$2.29bn loss in the 1H21, exacerbated by A$2.7bn in impairment charges. 
The share price reaction to the split was largely muted. 
As always, more below the fold.

AGL Energy (AGL AU): Carbon/Zero-Carbon Split

Australia

AGL Energy Limited sells and distributes gas and electricity. The Company retails and wholesales energy and fuel products to customers throughout Australia.

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AGL Energy Ltd (AGL AU)

Last Week in Event SPACE: ARA Logos/ESR-REIT, Z Energy, Ausnutria, MatsukiyoCocokara

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Tilt Renewables: Scheme Booklet Out. EGM Firmed

Done deal and trading tight at a 1.0%/7.2% gross/annualised spread. Given the spread and Tilt's low liquidity, this insight is bearish.

David Blennerhassett

Tilt Renewables: Mercury/PowAR's Bump Heads Off Third-Party Bidders

Trading tight at a 1.8%/6.0% gross/annualised spread. You could buy here for the spread, and the outside chance a superior Offer does indeed emerge.

David Blennerhassett

Last Week in Event SPACE: Xiaomi, AGL Energy, TOPIX's Big April Basket, Evergrande Auto

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

AGL Energy (AGL AU): Carbon/Zero-Carbon Split

The demerger announcement provides shareholders with a carbon exposure choice. Arguably, the split should be positive for forward growth for both...

David Blennerhassett

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