Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Washington H. Soul Pattinson and Co. Ltd / Event-Driven

<ul>
<li>On the 2 June, <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> (Soul Patts) and <a href="https://www.smartkarma.com/entities/brickworks-ltd" target="_blank" data-smartkarma-citation="entities:2726:1" rel="noopener">Brickworks Ltd (BKW AU)</a>, announced that, via inter-conditional Schemes, they would collapse their circularity. </li>
<li>A new ASX-listed company (TopCo) would acquire all of the shares in Soul Patts and Brickworks, via the issuance of TopCo shares; 1:1 for Sout Patts, and 0.82:1 for Brickworks. </li>
<li>Given the cross-holding,  an interesting exercise is understanding the underlying values for both Soul Patts and Brickworks.</li>
</ul>


On the 2 June, Washington H. Soul Pattinson and Co. Ltd (SOL AU) (Soul Patts) and Brickworks Ltd (BKW AU), announced that, via inter-conditional Schemes, they would collapse their circularity. 
A new ASX-listed company (TopCo) would acquire all of the shares in Soul Patts and Brickworks, via the issuance of TopCo shares; 1:1 for Sout Patts, and 0.82:1 for Brickworks. 
Given the cross-holding,  an interesting exercise is understanding the underlying values for both Soul Patts and Brickworks.


Accounting for Soul Patts/Brickworks' Feedback Loop

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/brickworks-ltd" target="_blank" data-smartkarma-citation="entities:2726:1" rel="noopener">Brickworks Ltd (BKW AU)</a> entered a combination deed with <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>. A newly-capitalised ASX-listed company (TopCo) will merge Brickworks and Soul Patts. </li>
<li>The scheme vote is low risk as both Brickworks and Soul Patts shareholders will support the merger, which provides an elegant solution to unwind the cross-shareholdings. </li>
<li>Investor support for the transaction seems strong, as evidenced by the A$550 million commitments for TopCo at a stingy NIL discount to the SOL last close price.</li>
</ul>



Brickworks Ltd (BKW AU) entered a combination deed with Washington H. Soul Pattinson and Co. Ltd (SOL AU). A newly-capitalised ASX-listed company (TopCo) will merge Brickworks and Soul Patts. 
The scheme vote is low risk as both Brickworks and Soul Patts shareholders will support the merger, which provides an elegant solution to unwind the cross-shareholdings. 
Investor support for the transaction seems strong, as evidenced by the A$550 million commitments for TopCo at a stingy NIL discount to the SOL last close price.


Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding

<ul>
<li>The cross-shareholding between <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 (SOL AU)</a> (Soul Patts) and <a href="https://www.smartkarma.com/entities/brickworks-ltd" target="_blank" data-smartkarma-citation="entities:2726:1" rel="noopener">Brickworks Ltd (BKW AU)</a> was established in 1969 to defend the companies from corporate raiders.</li>
<li>Perpetual pursued a case in the Federal Court of Australia, alleging that the cross-shareholding was oppressive to minority shareholders; however the claim was dismissed in 2017.</li>
<li>Today, via inter-conditional Schemes, the circularity is set to be unwound through a merger. Soul Patts currently owns 43.3% in Brickworks, and Brickworks 26% in Soul Patts. </li>
</ul>


The cross-shareholding between Washington H. Soul Pattinson (SOL AU) (Soul Patts) and Brickworks Ltd (BKW AU) was established in 1969 to defend the companies from corporate raiders.
Perpetual pursued a case in the Federal Court of Australia, alleging that the cross-shareholding was oppressive to minority shareholders; however the claim was dismissed in 2017.
Today, via inter-conditional Schemes, the circularity is set to be unwound through a merger. Soul Patts currently owns 43.3% in Brickworks, and Brickworks 26% in Soul Patts. 


Soul Patts/Brickworks To Unwind Circularity

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Periscope Analytics

Periscope Analytics focuses on event-driven trades across Asia Pacific and provides comprehensive, timely and systematic coverage of index changes to major Asia Pacific indices in a structured manner.

The analysis includes forecasted inclusions and exclusions to all major Asian indices that have significant amount of tracking assets, including estimates of passive buy/sell flow on the stocks. The service also provides commentary and impact of market consultations, ground rule changes, and other events (IPOs, spin-offs, M&A) that could lead to index changes and passive flow.

Periscope Analytics works with multi-strategy hedge funds, proprietary trading firms, stat arb trading groups and long-only investors that invest and trade in the Asia Pacific region with the data being used to trade index rebalances, avoid pre-positioning and passive flow, and to time entry into and exit from stocks.

Event-Driven Trades Across Asia Pacific

<ul>
<li>
<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 (SOL AU)</a> and <a href="https://www.smartkarma.com/entities/brickworks-ltd" target="_blank" data-smartkarma-citation="entities:2726:1" rel="noopener">Brickworks Ltd (BKW AU)</a> have executed a binding Combination Deed to implement an A$14bn merger that simplifies the company structure by eliminating crossholdings.</li>
<li>The merger ratio is a good one for <a href="https://www.smartkarma.com/entities/brickworks-ltd" target="_blank" data-smartkarma-citation="entities:2726:1" rel="noopener">Brickworks Ltd (BKW AU)</a> shareholders and the benefits to both sets of shareholders should see the merger approved.</li>
<li>There will be large passive buying in <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 (SOL AU)</a> from global and local index trackers and that could lead to short covering.</li>
</ul>



Washington H. Soul Pattinson (SOL AU) and Brickworks Ltd (BKW AU) have executed a binding Combination Deed to implement an A$14bn merger that simplifies the company structure by eliminating crossholdings.
The merger ratio is a good one for Brickworks Ltd (BKW AU) shareholders and the benefits to both sets of shareholders should see the merger approved.
There will be large passive buying in Washington H. Soul Pattinson (SOL AU) from global and local index trackers and that could lead to short covering.


Soul Patts & Brickworks: Index Impact of A$14bn Merger

<ul>
<li>Back in December last year, Aussie-listed equities manager <a href="https://www.smartkarma.com/entities/perpetual-ltd" target="_blank" data-smartkarma-citation="entities:599:1" rel="noopener">Perpetual Ltd (PPT AU) </a><a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02750947-2A1492987?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">rejected</a> <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 (SOL AU)</a>'s $3bn all-scrip non-binding indicative proposal. </li>
<li>Yet Soul Patt's proposal was in sync with Perpetual's previously flagged intentions to explore a potential separation of its corporate trust and wealth management businesses, from its asset management business.</li>
<li>Perpetual has now <a href="https://announcements.asx.com.au/asxpdf/20240508/pdf/063ccykhk7w69h.pdf" target="_blank" rel="noopener">entered a Scheme</a>, to carve out the corporate trust and wealth management businesses to KKR for A$2.175bn. A lack of clarity on net proceeds saw shares rollover.</li>
</ul>


Back in December last year, Aussie-listed equities manager Perpetual Ltd (PPT AU) rejected Washington H. Soul Pattinson (SOL AU)'s $3bn all-scrip non-binding indicative proposal. 
Yet Soul Patt's proposal was in sync with Perpetual's previously flagged intentions to explore a potential separation of its corporate trust and wealth management businesses, from its asset management business.
Perpetual has now entered a Scheme, to carve out the corporate trust and wealth management businesses to KKR for A$2.175bn. A lack of clarity on net proceeds saw shares rollover.


Perpetual (PPT AU): Shareholders Divided Over Carve Out

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)

Accounting for Soul Patts/Brickworks' Feedback Loop

The trade is to short SOL, buy BKW. I see the current spread at 0.90%. Super tight. BKW is not particularly illiquid. Look to take down borrow in SOL.

David Blennerhassett

Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding

The scheme vote is low risk as both Brickworks and Soul Patts shareholders will support the merger, which provides an elegant solution to unwind...

Arun George

Soul Patts/Brickworks To Unwind Circularity

The obvious trade is to short SOL, buy BKW. I see the current spread at 3.1%. BKW is not super lilquid. No urgency to chase the spread.

David Blennerhassett

Soul Patts & Brickworks: Index Impact of A$14bn Merger

SOL and BKW have announced an A$14bn merger. There is large short interest in both stocks. There will be significant passive buying in SOL...

Brian Freitas

Perpetual (PPT AU): Shareholders Divided Over Carve Out

Perpetual (PPT AU) is down >7% after the ATO flagged a likely tax bill between A$493mn-A$529mn arising from the KKR deal. "Perpetual ... disagrees...

David Blennerhassett

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