Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

M is for Milton. M is for Moribund, and Mortmain too.  There is a stubborn stickiness to Milton pricing which is surprising, especially given the inputs to the trade. This situation was outlined in <a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53464" rel="noopener">Milton Merger Is A Most Marvelous Arb</a>. The various impacts and influences were discussed further in <a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53551" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a>. There was followup with cool tables in <a href="https://www.smartkarma.com/insights/milton-s-marvelous-arm-meanders-along-marvelously" target="_blank" data-smartkarma-citation="insights:54765" rel="noopener">Milton's Marvelous Arb Meanders Along... Marvelously</a>. There was additional table-pounding in <a href="https://www.smartkarma.com/insights/the-still-marvelous-milton-arb-confirms-its-schedule-much-marvelousness-to-come" target="_blank" data-smartkarma-citation="insights:55604" rel="noopener">The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come</a>. I assume readers may draw conclusions from the titles as to where I stand. It isn't any less marvelous today. Indeed it is mirific!Since the 22 June joint announcement of the intention of Listed Investment Corporation <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> to merge with other Listed Investment Corporation <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> ("WHSP"), both Milton and WHSP have traded significant excess volume.One question is HOW MUCH?The other question is DOES IT MATTER?We look at both questions below, and at the pricing and of the situation today.

M is for Milton. M is for Moribund, and Mortmain too.  There is a stubborn stickiness to Milton pricing which is surprising, especially given the inputs to the trade. This situation was outlined in Milton Merger Is A Most Marvelous Arb. The various impacts and influences were discussed further in Milton-WHSP Merger Index Implications and the Marvelous Arb. There was followup with cool tables in Milton's Marvelous Arb Meanders Along... Marvelously. There was additional table-pounding in The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come. I assume readers may draw conclusions from the titles as to where I stand. It isn't any less marvelous today. Indeed it is mirific!Since the 22 June joint announcement of the intention of Listed Investment Corporation Milton Corp Ltd (MLT AU) to merge with other Listed Investment Corporation Washington H. Soul Pattinson and Co. Ltd (SOL AU) ("WHSP"), both Milton and WHSP have traded significant excess volume.One question is HOW MUCH?The other question is DOES IT MATTER?We look at both questions below, and at the pricing and of the situation today.

The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It's Mirific!)

In mid-late June, the two largest Listed Investment Corporations in Australia - <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> and <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> - announced plans to merge, with SOL (a.k.a. "WHSP") becoming the surviving entity. 
This was discussed by <a href="https://www.smartkarma.com/profiles/david-blennerhassett" target="_blank" data-smartkarma-citation="accounts:840" rel="noopener">David Blennerhassett</a> in <a href="https://www.smartkarma.com/insights/whsp-s-proposed-merger-with-milton-corp" target="_blank" data-smartkarma-citation="insights:53422" rel="noopener">WHSP's Proposed Merger With Milton Corp</a> and by myself in <a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53464" rel="noopener">Milton Merger Is A Most Marvelous Arb</a> and <a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53551" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a>. 
It is a complicated deal. 
Milton had been trading at a discount to NAV, where NAV was 97% or so listed stocks. WHSP had been trading at a premium to NAV. WHSP agreed to pay a premium to NAV for MLT shares, but the construct provided for some really interesting other optionality (some positive, a little negative) for MLT shareholders. 
In early July, Milton announced its NAV at A$5.50/share and assuming it is exactly A$5.5000/share, the Quiddity Milton Model was off by 0.16%. When it released its top 20 stock and weights list which showed about A$50-60mm of adjustments to positions since 31 Dec 2020 within the top 20 names, that lowered the NAV miss to about 0.07% and that is probably a matter of timing and stray dividend income or a mark on its private assets.
Interestingly, as WHSP rose 10% then came back a bit, and Milton rose with it, but the Milton NAV did not rise much, the "spread to terms" has stayed reasonably stable except for some near-market-close shenanigans at times. 
But it still feels like people don't get it. 
There's some really interesting convexity here. Still.
And the supply/demand tilt is remarkable.

In mid-late June, the two largest Listed Investment Corporations in Australia - Milton Corp Ltd (MLT AU) and Washington H. Soul Pattinson and Co. Ltd (SOL AU) - announced plans to merge, with SOL (a.k.a. "WHSP") becoming the surviving entity. 
This was discussed by David Blennerhassett in WHSP's Proposed Merger With Milton Corp and by myself in Milton Merger Is A Most Marvelous Arb and Milton-WHSP Merger Index Implications and the Marvelous Arb. 
It is a complicated deal. 
Milton had been trading at a discount to NAV, where NAV was 97% or so listed stocks. WHSP had been trading at a premium to NAV. WHSP agreed to pay a premium to NAV for MLT shares, but the construct provided for some really interesting other optionality (some positive, a little negative) for MLT shareholders. 
In early July, Milton announced its NAV at A$5.50/share and assuming it is exactly A$5.5000/share, the Quiddity Milton Model was off by 0.16%. When it released its top 20 stock and weights list which showed about A$50-60mm of adjustments to positions since 31 Dec 2020 within the top 20 names, that lowered the NAV miss to about 0.07% and that is probably a matter of timing and stray dividend income or a mark on its private assets.
Interestingly, as WHSP rose 10% then came back a bit, and Milton rose with it, but the Milton NAV did not rise much, the "spread to terms" has stayed reasonably stable except for some near-market-close shenanigans at times. 
But it still feels like people don't get it. 
There's some really interesting convexity here. Still.
And the supply/demand tilt is remarkable.

Milton's Marvelous Arb Meanders Along... Marvelously

David Blennerhassett

Investment houses <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. (SOL AU)</a> (WHSP) and <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> have <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02386623-2A1304538?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a merger by way of a Scheme via a scrip consideration.
The proposal implies Milton shareholders will receive a total consideration of $6.00/share, a 20% premium to last close and a 9.9% premium to the pre-tax NTA, comprising:
<ul>
<li>new WHSP shares;</li>
<li>a fully franked special dividend from Milton of up A$0.37/share;</li>
<li>a fully franked final dividend from Milton of A$.08/share (estimated); and</li>
</ul>
There is also a fully franked final dividend from WHSP of A$0.36 which when applying the scrip ratio will be worth A$0.07/share (estimated) to MLT holders if they hold WHSP as of the record date. 
As such, an additional A$0.22/share in franking credits (including 3c for the ~7c distribution from the WHSP shares) will be distributed for those Milton shareholders who can take advantage.
The merger has limited conditionality - that being the approval by independent Milton shareholders at a Scheme Meeting, tentatively scheduled for mid-September.
Provided all goes to plan, the Scheme is expected to be implemented late October. 
The independent directors of Milton unanimously recommend the proposal.
More below the fold.

Investment houses Washington H. Soul Pattinson and Co. (SOL AU) (WHSP) and Milton Corp Ltd (MLT AU) have announced a merger by way of a Scheme via a scrip consideration.
The proposal implies Milton shareholders will receive a total consideration of $6.00/share, a 20% premium to last close and a 9.9% premium to the pre-tax NTA, comprising:

new WHSP shares;
a fully franked special dividend from Milton of up A$0.37/share;
a fully franked final dividend from Milton of A$.08/share (estimated); and

There is also a fully franked final dividend from WHSP of A$0.36 which when applying the scrip ratio will be worth A$0.07/share (estimated) to MLT holders if they hold WHSP as of the record date. 
As such, an additional A$0.22/share in franking credits (including 3c for the ~7c distribution from the WHSP shares) will be distributed for those Milton shareholders who can take advantage.
The merger has limited conditionality - that being the approval by independent Milton shareholders at a Scheme Meeting, tentatively scheduled for mid-September.
Provided all goes to plan, the Scheme is expected to be implemented late October. 
The independent directors of Milton unanimously recommend the proposal.
More below the fold.

Since <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a>'s surprise <a href="https://links.sgx.com/FileOpen/JMH%20J.ashx?App=Announcement&amp;FileID=651169" target="_blank" rel="noopener">announcement</a> earlier this week to acquire the 15.11% in <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic Holdings (JS SP)</a> it does not own, I've fielded numerous questions concerning:
<ul>
<li>Who is entitled to vote at the forthcoming shareholder meeting for Strategic?</li>
<li>What rights do minorities have if they object to the Offer?</li>
<li>Why is there not a shareholder meeting for Matheson shareholders to vote on the acquisition of Strategic?</li>
<li>What is an effective economic interest in a cross-holding?</li>
</ul>
This insight answers these questions, among others.
Shareholders may feel aggrieved - and Matheson is getting Strategic for a bargain if simply eye-balling the long-term price chart.
But the risk to holding Strategic has been present ever since the Jardine's group moved the primary listings of their companies to the UK's Standard Board in 2014 from the Primary Board. 
For a more detailed run-through of the transaction itself, please refer to <a href="https://skr.ma/p6cqh" target="_blank" rel="noopener">Jardine Matheson: Collapsing The Circularity</a>.
More below the fold.

Since Jardine Matheson Holdings (JM SP)'s surprise announcement earlier this week to acquire the 15.11% in Jardine Strategic Holdings (JS SP) it does not own, I've fielded numerous questions concerning:

Who is entitled to vote at the forthcoming shareholder meeting for Strategic?
What rights do minorities have if they object to the Offer?
Why is there not a shareholder meeting for Matheson shareholders to vote on the acquisition of Strategic?
What is an effective economic interest in a cross-holding?

This insight answers these questions, among others.
Shareholders may feel aggrieved - and Matheson is getting Strategic for a bargain if simply eye-balling the long-term price chart.
But the risk to holding Strategic has been present ever since the Jardine's group moved the primary listings of their companies to the UK's Standard Board in 2014 from the Primary Board. 
For a more detailed run-through of the transaction itself, please refer to Jardine Matheson: Collapsing The Circularity.
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.

<a href="https://www.smartkarma.com/entities/19508" target="_blank" data-smartkarma-citation="entities:19508:1">DuluxGroup Ltd (DLX AU)</a> is Australia’s largest player in the decorative paint market, with well-known brands Dulux in paints and Selleys in adhesives. On 17 April, DuluxGroup announced a recommended scheme of arrangement from <a href="https://www.smartkarma.com/entities/7387" target="_blank" data-smartkarma-citation="entities:7387:1">Nippon Paint Holdings (4612 JP)</a> for A$9.80 cash per share. <div class="content-highlight">Overall, we believe that Nippon Paint’s bid is attractive with limited chance of a superior proposal. </div>

DuluxGroup Ltd (DLX AU) is Australia’s largest player in the decorative paint market, with well-known brands Dulux in paints and Selleys in adhesives. On 17 April, DuluxGroup announced a recommended scheme of arrangement from Nippon Paint Holdings (4612 JP) for A$9.80 cash per share. Overall, we believe that Nippon Paint’s bid is attractive with limited chance of a superior proposal. 

DuluxGroup’s Attractive Bid from Nippon Paint

Australia

Brickworks Limited manufactures and distributes clay products including brick, paver and floor tile products.  The Company also has investment interests in unlisted and listed companies along with property development activities.

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Brickworks Ltd (BKW AU)

The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It's Mirific!)

The Marvelous Milton Merger Trade is somewhat moribund, perhaps suffering from mortmain. But remains mirific. There is considerable skew and...

Travis Lundy

Milton's Marvelous Arb Meanders Along... Marvelously

The Marvelous Milton Merger Arb is still trading slightly wide on a "straight arb" basis. On a "true arb" basis including optionality, it is...

Travis Lundy

WHSP's Proposed Merger With Milton Corp

Pretty tight for what has a three and half month expected timeline. Plus terms fluctuate with the market. If the NTA, for example, falls 5% and...

David Blennerhassett

Jardine Strategic: What's Yours Is Mine

What rights do minorities have if they object to the Offer? Why is there not a shareholder meeting for Matheson shareholders to vote on the...

David Blennerhassett

DuluxGroup’s Attractive Bid from Nippon Paint

DuluxGroup Ltd (DLX AU) is Australia’s largest player in the decorative paint market, with well-known brands Dulux in paints and Selleys in...

Arun George

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