Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: Jardines, Xiaomi, Tilt Renew, Kumho Petro, Kunlun Energy, Takeei/Rever

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<p>After <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/IFT/364532/336831.pdf" target="_blank" rel="noopener">announcing</a> a strategic review of its 65.5% shareholding in <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables (TLT NZ)</a> on the 7 December, a day later, renewable energy specialist <a href="https://www.smartkarma.com/entities/infratil-ltd" target="_blank" data-smartkarma-citation="entities:596:1" rel="noopener">Infratil Ltd (IFT NZ)</a> received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund. The NZ$7.43/share Offer was a 22.2% premium to Infratil's last close, and a lifetime high. This was discussed in <em><a href="https://skr.ma/RKPFp" target="_blank" rel="noopener">Infratil (IFT NZ): Big Super's Infrastructure Grab</a>.</em></p>
<p>On the 4 February, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02337662-3A560626?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> it has received a number of non-binding indicative proposals.</p>
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<h3>The New News</h3>
<p><a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener"></a>Tilt has <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. 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> and QIC on behalf of its managed clients, the Queensland Government Insurance Fund and the Future Fund, Australia's sovereign wealth fund.</p>
<p>Under the proposal, Mercury will acquire Tilt’s New Zealand assets and, following that, PowAR will acquire 100% of the outstanding shares in Tilt for NZ$7.80/share, or a 99% premium to the undisturbed price. </p>
<p>Infratil and Mercury, holding 65.5% and 19.92% respectively, have agreed to vote in favour of the Scheme. Therefore the requisite Tilt shareholders’ approval is certain to be secured.</p>
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<p>More below the fold.</p>
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After announcing a strategic review of its 65.5% shareholding in Tilt Renewables (TLT NZ) on the 7 December, a day later, renewable energy specialist Infratil Ltd (IFT NZ) received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund. The NZ$7.43/share Offer was a 22.2% premium to Infratil's last close, and a lifetime high. This was discussed in Infratil (IFT NZ): Big Super's Infrastructure Grab.
On the 4 February, Tilt said it has received a number of non-binding indicative proposals.


The New News
Tilt has announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme. PowAR is a partnership between AGL Energy Ltd (AGL AU) and QIC on behalf of its managed clients, the Queensland Government Insurance Fund and the Future Fund, Australia's sovereign wealth fund.
Under the proposal, Mercury will acquire Tilt’s New Zealand assets and, following that, PowAR will acquire 100% of the outstanding shares in Tilt for NZ$7.80/share, or a 99% premium to the undisturbed price. 
Infratil and Mercury, holding 65.5% and 19.92% respectively, have agreed to vote in favour of the Scheme. Therefore the requisite Tilt shareholders’ approval is certain to be secured.


More below the fold.


Tilt Renewables: Mercury/PowAr's Big Blow

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<p><a href="https://www.smartkarma.com/entities/vocus-communications-ltd" target="_blank" data-smartkarma-citation="entities:71:1" rel="noopener">Vocus Communications (VOC AU)</a>  <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02338721-2A1279035?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> this morning it had received an indicative, non-binding proposal from <strong>Macquarie Infrastructure and Retail Assets Holdings (MIRA)</strong>. The proposal is a Scheme at $5.50/share, a 25.6% premium to last close, valuing Vocus at ~A$3.4bn.</p>
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<p>MIRA’s offer is subject to due diligence, debt financing, and related approvals. DD has been granted, with the Vocus' board declaring: </p>
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<p>it is in the best interests of Vocus shareholders to explore the potential for a transaction with MIRA, and has granted MIRA due diligence to enable MIRA to potentially put forward a binding proposal.</p>
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<p>This is the fifth approach for Vocus since mid-2017, the last entailing an embarrassingly short DD from AGL, who walked away within a week of tabling an unsolicited Offer.</p>
<p>Trading wide at $4.95/share, as expected.</p>
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<p>As always, more below the fold. </p>
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Vocus Communications (VOC AU)  announced this morning it had received an indicative, non-binding proposal from Macquarie Infrastructure and Retail Assets Holdings (MIRA). The proposal is a Scheme at $5.50/share, a 25.6% premium to last close, valuing Vocus at ~A$3.4bn.


MIRA’s offer is subject to due diligence, debt financing, and related approvals. DD has been granted, with the Vocus' board declaring: 

it is in the best interests of Vocus shareholders to explore the potential for a transaction with MIRA, and has granted MIRA due diligence to enable MIRA to potentially put forward a binding proposal.

This is the fifth approach for Vocus since mid-2017, the last entailing an embarrassingly short DD from AGL, who walked away within a week of tabling an unsolicited Offer.
Trading wide at $4.95/share, as expected.


As always, more below the fold. 


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<p>Back on the 31 August this year, mobile virtual service operator <a href="https://www.smartkarma.com/entities/amaysim-australia-ltd" target="_blank" data-smartkarma-citation="entities:24288:1" rel="noopener">Amaysim Australia (AYS AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02274320-2A1246479?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a Share Sale Agreement (SSA) to sell Click Energy Group, its energy business, to <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> for A$115mn, in cash. The divestment was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02287479-2A1253306?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">completed</a> on the 30 September. </p>
<p>This was followed on the 2 November by them <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02303308-2A1260667?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">entering</a> into an SSA to sell their mobile ops to Optus Mobile for A$250mn, in cash. Should the sale complete, AYS expected to distribute between A$207.2mn - A$225.7mn (A$0.67-A$0.73/share) via three tranches. The distribution will include a fully franked dividend of A$0.26/share.</p>
<h3>The New News</h3>
<p>AYS has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02322235-2A1270211?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> <a href="https://www.smartkarma.com/entities/wam-capital-ltd" target="_blank" data-smartkarma-citation="entities:29122:1" rel="noopener">WAM Capital Ltd (WAM AU)</a> is offering AYS shareholders the choice of A$0.695/share in cash, or A$0.833/share in WAM scrip, or a combination of both, in an off-market takeover.</p>
<p>The offer has limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs.</p>
<p>Evidently, WAM has its sights set on the fully franked payout from the Optus sale.</p>
<p>AYS' board unanimously recommends the Offer.</p>
<p>More below the fold.</p>
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Back on the 31 August this year, mobile virtual service operator Amaysim Australia (AYS AU) announced a Share Sale Agreement (SSA) to sell Click Energy Group, its energy business, to AGL Energy Ltd (AGL AU) for A$115mn, in cash. The divestment was completed on the 30 September. 
This was followed on the 2 November by them entering into an SSA to sell their mobile ops to Optus Mobile for A$250mn, in cash. Should the sale complete, AYS expected to distribute between A$207.2mn - A$225.7mn (A$0.67-A$0.73/share) via three tranches. The distribution will include a fully franked dividend of A$0.26/share.
The New News
AYS has now announced WAM Capital Ltd (WAM AU) is offering AYS shareholders the choice of A$0.695/share in cash, or A$0.833/share in WAM scrip, or a combination of both, in an off-market takeover.
The offer has limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs.
Evidently, WAM has its sights set on the fully franked payout from the Optus sale.
AYS' board unanimously recommends the Offer.
More below the fold.








Amaysim/WAM: A Question Of Franking Credits

<p>On the 31 August this year, mobile virtual service operator <a href="https://www.smartkarma.com/entities/amaysim-australia-ltd" target="_blank" data-smartkarma-citation="entities:24288:1" rel="noopener">Amaysim Australia (AYS AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02274320-2A1246479?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had entered into a Share Sale Agreement (SSA) to sell Click Energy Group, its energy business, to <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> for A$115mn, in cash. The divestment was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02287479-2A1253306?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">completed</a> on the 30 September. The final net proceeds were A$51.9mn, after the repayment of A$53.05mn of bank debt, transaction cost, and working capital adjustments. </p>
<h3>The New News</h3>
<p>AYS has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02303308-2A1260667?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">entered</a> into an SSA to sell its mobile ops to Optus Mobile for A$250mn, in cash. As the sale comprises AYS' core operating business, it is subject to shareholder approval. This is a simple majority vote. No further due diligence is required on Optus' behalf. </p>
<p>Should the sale complete, AYS expects to distribute between A$207.2mn - A$225.7mn (A$0.67-A$0.73/share) via three tranches, the last of which may not occur until October next year, following an expected delisting and winding up in June.</p>
<p>The distribution will include a fully franked dividend of A$0.26/share.</p>
<p>Currently trading 1.5% below the maximum indicative terms. Expect this to trade tight to the distribution terms. Depending on their tax circumstances, domestic shareholders can take advantage of the franked dividend.</p>
<p>More below the fold.</p>

On the 31 August this year, mobile virtual service operator Amaysim Australia (AYS AU) announced it had entered into a Share Sale Agreement (SSA) to sell Click Energy Group, its energy business, to AGL Energy Ltd (AGL AU) for A$115mn, in cash. The divestment was completed on the 30 September. The final net proceeds were A$51.9mn, after the repayment of A$53.05mn of bank debt, transaction cost, and working capital adjustments. 
The New News
AYS has now entered into an SSA to sell its mobile ops to Optus Mobile for A$250mn, in cash. As the sale comprises AYS' core operating business, it is subject to shareholder approval. This is a simple majority vote. No further due diligence is required on Optus' behalf. 
Should the sale complete, AYS expects to distribute between A$207.2mn - A$225.7mn (A$0.67-A$0.73/share) via three tranches, the last of which may not occur until October next year, following an expected delisting and winding up in June.
The distribution will include a fully franked dividend of A$0.26/share.
Currently trading 1.5% below the maximum indicative terms. Expect this to trade tight to the distribution terms. Depending on their tax circumstances, domestic shareholders can take advantage of the franked dividend.
More below the fold.

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: Jardines, Xiaomi, Tilt Renew, Kumho Petro, Kunlun Energy, Takeei/Rever

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: Mercury/PowAr's Big Blow

This is a done deal, and trading tight at a 2.5%/6.1% gross/annualised spread, assuming five months to complete. Given the low float - ~14% - Tilt...

David Blennerhassett

Vocus Back In Focus As MIRA Takes A Turn

Currently trading at 11% gross to terms, versus 12% downside - more pessimistic compare to where shares traded at the time of the EQT/AGL...

David Blennerhassett

Amaysim/WAM: A Question Of Franking Credits

If you can take advantage of the franking credits under the mobile distribution, getting involved here, but preferably a spread or two lower.

David Blennerhassett

Amaysim To Be Wound-Up After Mobile Sale

Following a strategic review of its options, amaysim (AYS AU) intends to sell its core MVNO ops, wind up the company, and distribute proceeds.

David Blennerhassett

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