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%.


<ul>
<li>The data in this insight is collated from the "shareholding disclosure" link on the HKEx website.</li>
<li>Often there is a corresponding HKEx announcement on the increase - or decrease - in the shareholding by directors. However, such disclosures are by no means an absolute.</li>
<li>These insights may flag those companies where shares have been pledged. Stocks mentioned include <strong><a href="https://www.smartkarma.com/entities/apac-resources-ltd" target="_blank" data-smartkarma-citation="entities:7644:1" rel="noopener">Apac Resources (1104 HK)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/ausnutria-dairy-corp-ltd" target="_blank" data-smartkarma-citation="entities:13799:1" rel="noopener">Ausnutria (1717 HK)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/pharmaron-beijing-co-ltd" target="_blank" data-smartkarma-citation="entities:28428:1" rel="noopener">Pharmaron Beijing (3759 HK)</a></strong>, and <strong><a href="https://www.smartkarma.com/entities/joinn-laboratories-china-c-h" target="_blank" data-smartkarma-citation="entities:31498:1" rel="noopener">Joinn Laboratories (6127 HK)</a></strong>.</li>
</ul>


The data in this insight is collated from the "shareholding disclosure" link on the HKEx website.
Often there is a corresponding HKEx announcement on the increase - or decrease - in the shareholding by directors. However, such disclosures are by no means an absolute.
These insights may flag those companies where shares have been pledged. Stocks mentioned include Apac Resources (1104 HK), Ausnutria (1717 HK), Pharmaron Beijing (3759 HK), and Joinn Laboratories (6127 HK).


Hong Kong CEO & Director Dealings (1 Jan): APAC Resources, Ausnutria, Pharmaron, Joinn Laboratories

<div>
<p>Briefly: on the 20 April, <a href="https://www.smartkarma.com/entities/allied-group-ltd" target="_blank" data-smartkarma-citation="entities:4387:1" rel="noopener">Allied Group Limited (373 HK)</a> (AGL) made an <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0420/2020042001582.pdf" target="_blank" rel="noopener">Offer</a> for 75%-held <a href="https://www.smartkarma.com/entities/allied-properties-hk-ltd" target="_blank" data-smartkarma-citation="entities:19953:1" rel="noopener">Allied Properties Hk (56 HK)</a> (APH), by way of a Scheme, at $1.92/share (cash), a 34.2% premium to last close.  The Scheme Doc was despatched on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0618/2020061800579.pdf" target="_blank" rel="noopener">19 June</a>. The IFA opined the Offer was fair &amp; reasonable. Shareholders approved the Scheme on the 15 July. Then followed a bizarre delay wherein the judge <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1005/2020100502577.pdf" target="_blank" rel="noopener">refused to sanction</a> the Scheme, culminating in the Court of Appeals <a href="https://legalref.judiciary.hk/lrs/common/ju/ju_frame.jsp?DIS=132143&amp;currpage=T" target="_blank" rel="noopener">settling the matter</a>, and the Scheme became <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1124/2020112400688.pdf" target="_blank" rel="noopener">effective</a> on the 25 November. </p>
<p>This deal was extensively discussed on Smartkarma, beginning with <em><a href="https://skr.ma/p9urr" target="_blank" rel="noopener">Allied Prop (56 HK): Cash Offer From Parent</a></em>.</p>
</div>
<div>
<h3>The New News</h3>
<p>AGL has now 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. SHK is HK-incorporated, therefore there is no headcount test.</p>
<p>Should the Scheme complete - and I see no specific hurdle why it will not - AGL would have privatised its two key holdings, and at 0.4x P/B, may well be the next take-private target. </p>
<p>More below the fold.</p>
</div>


Briefly: on the 20 April, Allied Group Limited (373 HK) (AGL) made an Offer for 75%-held Allied Properties Hk (56 HK) (APH), by way of a Scheme, at $1.92/share (cash), a 34.2% premium to last close.  The Scheme Doc was despatched on the 19 June. The IFA opined the Offer was fair &amp; reasonable. Shareholders approved the Scheme on the 15 July. Then followed a bizarre delay wherein the judge refused to sanction the Scheme, culminating in the Court of Appeals settling the matter, and the Scheme became effective on the 25 November. 
This deal was extensively discussed on Smartkarma, beginning with Allied Prop (56 HK): Cash Offer From Parent.


The New News
AGL has now 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. SHK is HK-incorporated, therefore there is no headcount test.
Should the Scheme complete - and I see no specific hurdle why it will not - AGL would have privatised its two key holdings, and at 0.4x P/B, may well be the next take-private target. 
More below the fold.


SHK (666 HK): Allied Group Further Cleans House With Scheme Offer

<div>
<p>To recap: on the 20 April, <a href="https://www.smartkarma.com/entities/allied-group-ltd" target="_blank" data-smartkarma-citation="entities:4387:1" rel="noopener">Allied Group Limited (373 HK)</a> (AGL) made an <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0420/2020042001582.pdf" target="_blank" rel="noopener">Offer</a> for 75%-held <a href="https://www.smartkarma.com/entities/allied-properties-hk-ltd" target="_blank" data-smartkarma-citation="entities:19953:1" rel="noopener">Allied Properties Hk (56 HK)</a> (APH), by way of a Scheme, at $1.92/share (cash), a 34.2% premium to last close. The Offer consideration was Final, and would be split between a $0.42/share Scheme Consideration and a $1.50 Scheme Dividend.  </p>
</div>
<div>
<p>The Scheme Doc was despatched on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0618/2020061800579.pdf" target="_blank" rel="noopener">19 June</a>. The IFA has opined the Offer was fair &amp; reasonable. The Court Meeting was set for the 15 July. </p>
<p>Yesterday,  the resolution to approve the Scheme was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0715/2020071500859.pdf" target="_blank" rel="noopener">approved</a> by the holders of Scheme Shares at the Court Meeting. Shares will continue to trade until the 14 August (inclusive). Cheques will be despatched on or before the 8 Sept.</p>
<p>With APH fully taken into the fold, is the privatisation of AGL next for the Lee family?</p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


To recap: on the 20 April, Allied Group Limited (373 HK) (AGL) made an Offer for 75%-held Allied Properties Hk (56 HK) (APH), by way of a Scheme, at $1.92/share (cash), a 34.2% premium to last close. The Offer consideration was Final, and would be split between a $0.42/share Scheme Consideration and a $1.50 Scheme Dividend.  


The Scheme Doc was despatched on the 19 June. The IFA has opined the Offer was fair &amp; reasonable. The Court Meeting was set for the 15 July. 
Yesterday,  the resolution to approve the Scheme was approved by the holders of Scheme Shares at the Court Meeting. Shares will continue to trade until the 14 August (inclusive). Cheques will be despatched on or before the 8 Sept.
With APH fully taken into the fold, is the privatisation of AGL next for the Lee family?


As always, more below the fold.


Allied Prop (56 HK): Scheme Done. AGL Next?

<p>Coking coal miner and producer <a href="https://www.smartkarma.com/entities/shougang-fushan-resources-group-ltd" target="_blank" data-smartkarma-citation="entities:19494:1" rel="noopener">Shougang Fushan Resources (639 HK)</a> (SFR) is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0714/2020071400319.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the <em>Rules Governing the Listing of Securities on the Stock Exchange and the Codes on Takeovers and Mergers and Share Buybacks</em> of Hong Kong. </p>
<p>Shares popped 15.09% yesterday on the highest volume in two years, evidently on some news leakage. </p>
<p>SFR is 29.85% held by SOE-Shougang Group and 29.04% by Funde Sino Life. As a HK-incorporated company, no headcount test is required in a privatisation Offer by way of Scheme.</p>
<p>This insight provides a brief overview of SFR's operations, and what may be considered a fair value for the company in a takeover situation.</p>

Coking coal miner and producer Shougang Fushan Resources (639 HK) (SFR) is currently suspended pursuant to the Rules Governing the Listing of Securities on the Stock Exchange and the Codes on Takeovers and Mergers and Share Buybacks of Hong Kong. 
Shares popped 15.09% yesterday on the highest volume in two years, evidently on some news leakage. 
SFR is 29.85% held by SOE-Shougang Group and 29.04% by Funde Sino Life. As a HK-incorporated company, no headcount test is required in a privatisation Offer by way of Scheme.
This insight provides a brief overview of SFR's operations, and what may be considered a fair value for the company in a takeover situation.

Hong Kong

APAC Resources is an investment holding company primarily engaged in commodity trading, focusing on metals, mining, and energy. It also conducts resource investment through trading and investing in listed and unlisted securities, and provides principal investment and financial services including loan financing. The company was founded in 1998 and is headquartered in Hong Kong.

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APAC Resources (1104 HK)

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