Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>On the 15 December, <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/2924-02322235-2A1270211?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> was 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 had limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs.</p>
<h3>The New News</h3>
<p>Micro-fund <a href="https://ramcap.com.au/" target="_blank" rel="noopener">RAMcap</a>'s CEO Richard Matthews has been in contact with AYS seeking a meeting to elaborate on a proposal for RAMcap to make a scrip takeover offer for AYS. The bid consideration of the proposed offer, comprising either RAMcap ORD shares and options or REDP shares and options would value 1 AYS share at A$0.85 (for the ORD offer) and A$0.90 (for the REDP offer).</p>
<p>The text of the email response sent to AYS' general counsel is <a href="https://ramcap.com.au/2020/12/23/ramcap-has-designs-on-amaysim/" target="_blank" rel="noopener">here</a>. </p>
<p>RAM believes they have been misrepresented. I'm not inclined to agree, and do not expect AYS' board to support its scrip Offer. </p>
<p>More below the fold.</p>

On the 15 December, amaysim Australia (AYS AU) announced WAM Capital Ltd (WAM AU) was 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 had limited conditionality - shareholder approval of the mobile ops to Optus, and the standard regulatory approvals. And no MACs.
The New News
Micro-fund RAMcap's CEO Richard Matthews has been in contact with AYS seeking a meeting to elaborate on a proposal for RAMcap to make a scrip takeover offer for AYS. The bid consideration of the proposed offer, comprising either RAMcap ORD shares and options or REDP shares and options would value 1 AYS share at A$0.85 (for the ORD offer) and A$0.90 (for the REDP offer).
The text of the email response sent to AYS' general counsel is here. 
RAM believes they have been misrepresented. I'm not inclined to agree, and do not expect AYS' board to support its scrip Offer. 
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.

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.

<p><a href="https://www.smartkarma.com/entities/vocus-communications-ltd" target="_blank" data-smartkarma-citation="entities:71:1">Vocus Communications (VOC AU)</a> is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. Today, Vocus announced a non-binding proposal from <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1">AGL Energy Ltd (AGL AU)</a> for A$4.85 cash per share. AGL’s proposal values Vocus at a market cap of A$3.0 billion and FY19 EV/EBITDA of 11.4x (CY2019 EV/EBITDA of 10.9x).</p><div class="content-highlight"><p>The takeover bid sent Vocus shares up 7.7% to A$4.12, which is still 15% below AGL’s bid. The shares closed materially below AGL’s offer as the market is understandably cautious on the prospect of a binding offer after <a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1">KKR &amp; Co Inc (KKR US)</a>, Affinity Equity Partners and most recently, EQT, dropped their bids during the due diligence process. Overall, we believe that AGL’s bid is attractive with a limited chance of a superior proposal.</p></div>

Vocus Communications (VOC AU) is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. Today, Vocus announced a non-binding proposal from AGL Energy Ltd (AGL AU) for A$4.85 cash per share. AGL’s proposal values Vocus at a market cap of A$3.0 billion and FY19 EV/EBITDA of 11.4x (CY2019 EV/EBITDA of 10.9x).The takeover bid sent Vocus shares up 7.7% to A$4.12, which is still 15% below AGL’s bid. The shares closed materially below AGL’s offer as the market is understandably cautious on the prospect of a binding offer after KKR &amp; Co Inc (KKR US), Affinity Equity Partners and most recently, EQT, dropped their bids during the due diligence process. Overall, we believe that AGL’s bid is attractive with a limited chance of a superior proposal.

Vocus Group’s Tilt from AGL Energy Is Attractive but Not a Sure Thing

<p>Vocus Group <a href="https://www.smartkarma.com/entities/71" target="_blank" data-smartkarma-citation="entities:71:1">Vocus Communications (VOC AU)</a> is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. On 27 May, Vocus announced a non-binding proposal from EQT Infrastructure for A$5.25 cash per share. </p><div class="content-highlight"><p>The shares closed 13% below EQT’s offer as the market is understandably cautious on the prospect of a binding offer after <a href="https://www.smartkarma.com/entities/27333" target="_blank" data-smartkarma-citation="entities:27333:1">KKR &amp; Co Inc (KKR US)</a> and Affinity Equity Partners dropped their A$2.2 billion bids in August 2017 after completing due diligence. Overall, we believe that EQT’s bid is generous with a limited chance of a superior proposal. </p></div>

Vocus Group Vocus Communications (VOC AU) is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. On 27 May, Vocus announced a non-binding proposal from EQT Infrastructure for A$5.25 cash per share. The shares closed 13% below EQT’s offer as the market is understandably cautious on the prospect of a binding offer after KKR &amp; Co Inc (KKR US) and Affinity Equity Partners dropped their A$2.2 billion bids in August 2017 after completing due diligence. Overall, we believe that EQT’s bid is generous with a limited chance of a superior proposal. 

Vocus Group’s Generous Bid from EQT Tempered by History

Australia

amaysim Australia Limited operates as a mobile service provider. The Company offers data plans, mobile phone, tablets and accessories. Amaysim Australia serves customers in Australia.

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amaysim Australia (AYS AU)

Amaysim (AYS AU): A WAM RAM Stoush

If you can take advantage of the franking credits, get involved around here. Then look to sell your AYS shares in the market - or exchange them...

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

Vocus Group’s Tilt from AGL Energy Is Attractive but Not a Sure Thing

Vocus Communications (VOC AU) is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. Today, Vocus...

Arun George

Vocus Group’s Generous Bid from EQT Tempered by History

Vocus Group Vocus Communications (VOC AU) is Australia’s fourth largest telecom operator which is in the midst of a three-year turnaround plan. On...

Arun George

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