Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<strong><a href="https://www.smartkarma.com/entities/allied-group-ltd" target="_blank" data-smartkarma-citation="entities:4387:1" rel="noopener">Allied (373 HK)</a></strong> took <strong><a href="https://www.smartkarma.com/entities/allied-properties-h-k-limited" target="_blank" data-smartkarma-citation="entities:19953:1" rel="noopener">Allied Properties (H.K.) (56 HK)</a></strong> private in 2020, followed by <strong><a href="https://www.smartkarma.com/entities/shk-hong-kong-industries-ltd" target="_blank" data-smartkarma-citation="entities:2399:1" rel="noopener">SHK Hong Kong Industries (666 HK)</a></strong> in 2021. Now it's <strong><a href="https://www.smartkarma.com/entities/tian-an-china-investment" target="_blank" data-smartkarma-citation="entities:13665:1" rel="noopener">Tian An China (28 HK)</a></strong>'s turn.</li>
<li>Preceding my comments on Tian An and AGL are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>



Allied (373 HK) took Allied Properties (H.K.) (56 HK) private in 2020, followed by SHK Hong Kong Industries (666 HK) in 2021. Now it's Tian An China (28 HK)'s turn.
Preceding my comments on Tian An and AGL are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tian-an-china-investment" target="_blank" data-smartkarma-citation="entities:13665:1" rel="noopener">Tian An China Investment (28 HK)</a> and <a href="https://www.smartkarma.com/entities/allied-group-ltd" target="_blank" data-smartkarma-citation="entities:4387:1" rel="noopener">Allied (373 HK)</a> entered a trading halt “<em>pursuant to The Hong Kong Code on Takeovers and Mergers.</em>” Allied owns 55.72% of Tian An.</li>
<li>It is likely that Allied Group is seeking to privatise its subsidiary Tian An. Tian An's other substantial shareholders have a history of sell-downs which facilitate an offer.</li>
<li>
<a href="https://www.smartkarma.com/entities/allied-properties-h-k-limited" target="_blank" data-smartkarma-citation="entities:19953:1" rel="noopener">Allied Properties (H.K.) (56 HK)</a>/APL's partial offer for Tian An in 2011 and Allied's privatisation of APL in 2020 point to a 20.8%-34.3% premium or HK$5.01-5.57 per share offer.</li>
</ul>



Tian An China Investment (28 HK) and Allied (373 HK) entered a trading halt “pursuant to The Hong Kong Code on Takeovers and Mergers.” Allied owns 55.72% of Tian An.
It is likely that Allied Group is seeking to privatise its subsidiary Tian An. Tian An's other substantial shareholders have a history of sell-downs which facilitate an offer.

Allied Properties (H.K.) (56 HK)/APL's partial offer for Tian An in 2011 and Allied's privatisation of APL in 2020 point to a 20.8%-34.3% premium or HK$5.01-5.57 per share offer.


Tian An China Investments (28 HK): Trading Halt, Privatisation by Allied Group?

Lifestyle International Holdings / Event-Driven

<ul>
<li>Back on the 5 August, Thomas Yau, <strong><a href="https://www.smartkarma.com/entities/lifestyle-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:112:1" rel="noopener">Lifestyle International Holdings (1212 HK)</a></strong>'s controlling shareholder, tabled a Scheme at HK$5/share, a 62.3% premium to last close.  </li>
<li>The Scheme Doc is now out with the Court Meeting on the 21st of November. The outcome of this transaction will pivot off the reassessed net asset value of HK$10.60/share.</li>
<li>Trading at a gross spread of 9.6% using yesterday's close, reflecting the perceived opportunistic nature of the Offer. Yet Hong Kong's 2018 visitor glory days remain a long way off. </li>
</ul>


Back on the 5 August, Thomas Yau, Lifestyle International Holdings (1212 HK)'s controlling shareholder, tabled a Scheme at HK$5/share, a 62.3% premium to last close.  
The Scheme Doc is now out with the Court Meeting on the 21st of November. The outcome of this transaction will pivot off the reassessed net asset value of HK$10.60/share.
Trading at a gross spread of 9.6% using yesterday's close, reflecting the perceived opportunistic nature of the Offer. Yet Hong Kong's 2018 visitor glory days remain a long way off. 


Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov

Thematic (Sector/Industry)

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<p>This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. </p>
<p>The initial guide - <em><a href="https://skr.ma/7bVPk" target="_blank" rel="noopener">Quiddity Hong Kong M&amp;A Guide 2019</a></em> - was published in April 2019. Since that time, there have been various new developments, many of which pertain to PRC-incorporated companies being taken private. This is an update.</p>
<p><em>These insights are designed to be used as a reference. They are not actionable.</em></p>
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This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. 
The initial guide - Quiddity Hong Kong M&amp;A Guide 2019 - was published in April 2019. Since that time, there have been various new developments, many of which pertain to PRC-incorporated companies being taken private. This is an update.
These insights are designed to be used as a reference. They are not actionable.









<p>On the 18 December last year, <a href="https://www.smartkarma.com/entities/allied-group-ltd" target="_blank" data-smartkarma-citation="entities:4387:1" rel="noopener">Allied (373 HK)</a> made an <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1218/2020121801069.pdf" target="_blank" rel="noopener">Offer</a> for 75%-held <a href="https://www.smartkarma.com/entities/shk-hong-kong-industries-ltd" target="_blank" data-smartkarma-citation="entities:2399:1" rel="noopener">Shk Hong Kong Industries (666 HK)</a>, by way of a Scheme, at $0.21/share (cash), a 50.00% premium to last close.  The Offer price is final. There is no headcount test as SHK is HK-incorporated.</p>
<p>The Scheme Document has now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0210/2021021001027.pdf" target="_blank" rel="noopener">despatched</a>. The Court Meeting will be held on the 12 March, and assuming Disinterested Shareholders approve the Scheme resolutions, payment is expected on the 3 May.</p>
<p>The IFA - Pelican Financial - considers the Offer terms to be "<em>fair and reasonable</em>". </p>
<p>This looks done.</p>
<p>As always, more below the fold.</p>

On the 18 December last year, Allied (373 HK) made an Offer for 75%-held Shk Hong Kong Industries (666 HK), by way of a Scheme, at $0.21/share (cash), a 50.00% premium to last close.  The Offer price is final. There is no headcount test as SHK is HK-incorporated.
The Scheme Document has now been despatched. The Court Meeting will be held on the 12 March, and assuming Disinterested Shareholders approve the Scheme resolutions, payment is expected on the 3 May.
The IFA - Pelican Financial - considers the Offer terms to be "fair and reasonable". 
This looks done.
As always, more below the fold.

SHK (666 HK): Scheme Doc Out, IFA Says Fair

Hong Kong

Allied Properties (H.K.) Limited, through its subsidiaries, provides investment, brokerage, and financing services.  The Company also develops and invests in property, provides property management, and operates hotels.

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Allied Properties (H.K.) (56 HK)

StubWorld: Tian An In AGL's Crosshairs

Tian is currently suspended so there is nothing to do. AGL is dirt cheap. Expect Asiasec Properties (271 HK) and Sun Hung Kai (86 HK) to be the...

David Blennerhassett

Tian An China Investments (28 HK): Trading Halt, Privatisation by Allied Group?

It is likely that Allied Group is seeking to privatise its subsidiary Tian An. An analysis of past transactions suggests an offer of HK$5.01-5.57...

Arun George

Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov

Expect Lifestyle to trade wide-ish to terms given the vote risk. But on balance, I think Yau has got the timing just right.

David Blennerhassett

Quiddity M&A Guide 2021: Hong Kong

This revised guide is part of a series of M&A guides to aid investors in understanding the rules, parameters, possibilities, and processes when...

David Blennerhassett

SHK (666 HK): Scheme Doc Out, IFA Says Fair

It's an okay spread for SHK - gross/annualised spread of 2.9%/14%. I like AGL - I think the Lee family will also privatise the company in the near...

David Blennerhassett

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