Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>On Friday 9 September, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.</p><p>The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH <em>"with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."</em></p><p>As discussed first in <em><a href="https://www.smartkarma.com/insights/singapore-press-own-time-own-target-restructuring-lor-come-i-clap-for-you" target="_blank" data-smartkarma-citation="insights:51141" rel="noopener">Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)</a>,</em> the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> in return for a basket of cash, units of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> and units in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a>. This was discussed in <em><a href="https://www.smartkarma.com/insights/alamak-sph-restructuring-restructured-as-keppel-bo-jios-sph-holders" target="_blank" data-smartkarma-citation="insights:55370" rel="noopener">Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders</a>, </em>and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/249/original/Screenshot+2021-09-11+at+2.04.22+PM.png?1631340279" class="editor-image img-responsive" data-smartkarma-image-id="229249"></figure><p></p></section><p>From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.</p><p>Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.</p><p>In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.</p>

On Friday 9 September, Singapore Press Holdings (SPH SP) shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH "with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."As discussed first in Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You), the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by Keppel Corp (KEP SP) in return for a basket of cash, units of SPH REIT (SPHREIT SP) and units in Keppel REIT (KREIT SP). This was discussed in Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders, and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.

SPH Shareholders Approve Spinoff - There's Still a Spread To Earn

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<div>
<p>Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the recent acquisition of its first China data centre and to pay down debt. </p>
<p>In this note, we will talk about the deal dynamics and run the deal through our ECM framework.</p>
<p>We have covered the listing and previous placements for KDC in our earlier notes:</p>
</div><div><ul style="list-style-type: disc;">
<li>Sep 2019 placement for US$273m: <a href="https://www.smartkarma.com/insights/keppel-dc-reit-placement-just-in-time-for-the-index-inclusion" target="_blank" rel="noopener">Keppel DC REIT Placement - Just in Time for the Index Inclusion</a>
</li>
<li>May 2018 placement for US$228m: <a href="https://www.smartkarma.com/insights/keppel-dc-reit-placement-accretive-acquisition-and-probably-expected-dilution" target="_blank" rel="noopener">Keppel DC REIT Placement - Accretive Acquisition and Probably Expected Dilution</a>
</li>
<li>IPO: <a href="https://www.smartkarma.com/insights/first-of-its-kind-exposure-to-rapidly-growing-data-centers" target="_blank" rel="noopener">First of its kind exposure to rapidly growing data centers</a>
</li>
</ul></div>


Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the recent acquisition of its first China data centre and to pay down debt. 
In this note, we will talk about the deal dynamics and run the deal through our ECM framework.
We have covered the listing and previous placements for KDC in our earlier notes:

Sep 2019 placement for US$273m: Keppel DC REIT Placement - Just in Time for the Index Inclusion

May 2018 placement for US$228m: Keppel DC REIT Placement - Accretive Acquisition and Probably Expected Dilution

IPO: First of its kind exposure to rapidly growing data centers



Keppel DC REIT Placement - Most of the past Deals Have Done Well, Though This Won’t Be Accretive

<p>Three plus months ago I wrote about <a href="https://www.smartkarma.com/entities/capitaland-ltd" target="_blank" data-smartkarma-citation="entities:55:1" rel="noopener">Capitaland (CAPL SP)</a>'s proposed restructuring Scheme in <a href="https://www.smartkarma.com/insights/capitaland-capl-sp-restructuring-is-big-but-still-vague-lots-of-fine-print-to-read" target="_blank" data-smartkarma-citation="insights:49463" rel="noopener">Capitaland (CAPL SP) Restructuring Is Big But Still Vague. Lots of Fine Print to Read.</a></p><p>The proposed construct was complicated, and difficult to value, and required reading a lot of fine print, only some of which we had available. Little did I know how much fine print there would be. </p><p>Late Friday night Capitaland <a href="https://investor.capitaland.com/newsroom/20210716_203319_C31_W6Z3Q02B78EAPQP3.1.pdf" target="_blank" rel="noopener">announced</a> it had received SGX-ST approval to list <strong><a href="https://www.smartkarma.com/entities/capitaland-investment-management" target="_blank" data-smartkarma-citation="entities:33774:1" rel="noopener">Capitaland Investment Management (CAPINVEST SP)</a></strong>. Saturday night, Capitaland released its <a href="https://investor.capitaland.com/misc/20210717_1143_SchemeDocument.pdf" target="_blank" rel="noopener">Scheme Document</a>. It is 922 pages of fine print. There is an <a href="https://links.sgx.com/FileOpen/SCR21050093AmazonIntroDoc.ashx?App=Announcement&amp;FileID=675106" target="_blank" rel="noopener">Introductory Document</a> which is shorter. It is 744 pages. There is also a brief 8-page <a href="https://links.sgx.com/FileOpen/17072021CapitaLand%20to%20seek%20Shareholders%20approval%20of%20proposed%20restructuring.ashx?App=Announcement&amp;FileID=675108" target="_blank" rel="noopener">press release</a> and an <a href="https://links.sgx.com/FileOpen/CL_Despatch_Notices_Announcement.ashx?App=Announcement&amp;FileID=675107" target="_blank" rel="noopener">Announcement of the Scheme Meeting</a>.</p><p>The deal as announced at the time is the same now. We have more timing details. </p><p>The restructuring involves the controlling holder of <a href="https://www.smartkarma.com/entities/capitaland-ltd" target="_blank" data-smartkarma-citation="entities:55:1" rel="noopener">Capitaland (CAPL SP)</a> (CLA Real Estate Holdings - ultimately that is Temasek) buying out the real estate development business of Capitaland in return for S$0.951/share of cash and 0.155* units/share of <a href="https://www.smartkarma.com/entities/capitaland-integrated-commercial-trust" target="_blank" data-smartkarma-citation="entities:105:1" rel="noopener">Capitaland Integrated Commercial Trust (CICT SP)</a> where the parent's stake will fall. </p><div class="content-remarks"><p>* the CICT distribution is actually 0.1546727 shares of CICT per share of Capitaland, but fractional entitlements will be disregarded so using 0.155 is probably fine</p></div><p>Investors who own CAPL, assuming that the 10 August EGM approves the deal, will get shares in Capitaland Investment ("CLI") which is a kind of SpinCo, the cash, and the CICT units. The <em>Value</em> of that consideration as per the Scheme Document is S$4.102/share with the idea that the CLI portion itself will have a per-share Value of 1.0x NAV which will be S$2.823/share. Importantly, that is a pro-forma NAV as per 31 December 2020. </p><p>The Scheme Document itself contains an Independent Financial Advisor letter to the Independent Directors which comes to the conclusion that the Assessed Value of the Consideration was S$4.56-4.99/share, which was well above the S$4.102/share in the document, coming to the conclusion that it is "fair and reasonable". Given that the value of the 0.155 shares of is S$0.3248 per Capitaland share (though assessed value is slightly higher), and the cash is unchanging at S$0.951/share, that means the major difference between S$4.102/share and S$4.56-4.99/share is the idea that CLI is worth S$3.19-S$3.62/share rather than S$2.823/share (the difference here is the FY20 dividend).</p><p>That's where the rubber hits the road. </p><p>So we take a closer look below the fold. </p>

Three plus months ago I wrote about Capitaland (CAPL SP)'s proposed restructuring Scheme in Capitaland (CAPL SP) Restructuring Is Big But Still Vague. Lots of Fine Print to Read.The proposed construct was complicated, and difficult to value, and required reading a lot of fine print, only some of which we had available. Little did I know how much fine print there would be. Late Friday night Capitaland announced it had received SGX-ST approval to list Capitaland Investment Management (CAPINVEST SP). Saturday night, Capitaland released its Scheme Document. It is 922 pages of fine print. There is an Introductory Document which is shorter. It is 744 pages. There is also a brief 8-page press release and an Announcement of the Scheme Meeting.The deal as announced at the time is the same now. We have more timing details. The restructuring involves the controlling holder of Capitaland (CAPL SP) (CLA Real Estate Holdings - ultimately that is Temasek) buying out the real estate development business of Capitaland in return for S$0.951/share of cash and 0.155* units/share of Capitaland Integrated Commercial Trust (CICT SP) where the parent's stake will fall. * the CICT distribution is actually 0.1546727 shares of CICT per share of Capitaland, but fractional entitlements will be disregarded so using 0.155 is probably fineInvestors who own CAPL, assuming that the 10 August EGM approves the deal, will get shares in Capitaland Investment ("CLI") which is a kind of SpinCo, the cash, and the CICT units. The Value of that consideration as per the Scheme Document is S$4.102/share with the idea that the CLI portion itself will have a per-share Value of 1.0x NAV which will be S$2.823/share. Importantly, that is a pro-forma NAV as per 31 December 2020. The Scheme Document itself contains an Independent Financial Advisor letter to the Independent Directors which comes to the conclusion that the Assessed Value of the Consideration was S$4.56-4.99/share, which was well above the S$4.102/share in the document, coming to the conclusion that it is "fair and reasonable". Given that the value of the 0.155 shares of is S$0.3248 per Capitaland share (though assessed value is slightly higher), and the cash is unchanging at S$0.951/share, that means the major difference between S$4.102/share and S$4.56-4.99/share is the idea that CLI is worth S$3.19-S$3.62/share rather than S$2.823/share (the difference here is the FY20 dividend).That's where the rubber hits the road. So we take a closer look below the fold. 

Capitaland Restructuring - Be Careful Not to Price In the NEXT Restructuring Too Soon

<div><p><a href="https://www.smartkarma.com/entities/filinvest-reit" target="_blank" data-smartkarma-citation="entities:33764:1" rel="noopener">Filinvest Reit (FILRT PM)</a> (FREIT), a subsidiary of Filinvest, aims to raise up to US$240m in its Philippines listing. The REIT is sponsored by <a href="https://www.smartkarma.com/entities/filinvest-land-inc" target="_blank" data-smartkarma-citation="entities:23026:1" rel="noopener">Filinvest Land (FLI PM)</a>. </p></div><div><p>FREIT’s initial property portfolio consists of 16 office towers located in Northgate Cyberzone, Alabang, and one office tower in Cebu City with an aggregate office space GLA of 299,158 sqm and 2,204 sqm of retail GLA. The portfolio will have a weighted average lease expiry (WALE) of 3.8 years with an occupancy of 89.7% as of Mar 2021. The Properties were valued at PHP48,547.4m (US$965m).</p></div><div><p>Given the recent restructuring of the REITs assets, its past financials aren’t of much use. However, looking at the operational data of its existing portfolio, FREIT doesn’t appear to have had a very good FY20 and even FY21 doesn’t appear to be shaping up well.</p></div><div>
<p>We looked at the background of the REIT in our earlier note, <a href="https://www.smartkarma.com/insights/filinvest-reit-ipo-almost-like-a-single-asset-reit-covid-hasn-t-been-kind" target="_blank" rel="noopener">Filinvest REIT IPO - Almost like a single asset REIT, COVID hasn’t been kind</a>.</p>
<p>In this note, we will comment on valuation and run the deal through our ECM framework.</p>
<p><br><br></p>
</div>

Filinvest Reit (FILRT PM) (FREIT), a subsidiary of Filinvest, aims to raise up to US$240m in its Philippines listing. The REIT is sponsored by Filinvest Land (FLI PM). FREIT’s initial property portfolio consists of 16 office towers located in Northgate Cyberzone, Alabang, and one office tower in Cebu City with an aggregate office space GLA of 299,158 sqm and 2,204 sqm of retail GLA. The portfolio will have a weighted average lease expiry (WALE) of 3.8 years with an occupancy of 89.7% as of Mar 2021. The Properties were valued at PHP48,547.4m (US$965m).Given the recent restructuring of the REITs assets, its past financials aren’t of much use. However, looking at the operational data of its existing portfolio, FREIT doesn’t appear to have had a very good FY20 and even FY21 doesn’t appear to be shaping up well.
We looked at the background of the REIT in our earlier note, Filinvest REIT IPO - Almost like a single asset REIT, COVID hasn’t been kind.
In this note, we will comment on valuation and run the deal through our ECM framework.
  


Filinvest REIT IPO - Hard to Get Excited, Despite the Yield

Mapletree Industrial Trust / Equity Capital Markets

<p><a href="https://www.smartkarma.com/entities/mapletree-industrial-trust" target="_blank" data-smartkarma-citation="entities:40:1" rel="noopener">Mapletree Industrial Trust (MINT SP)</a> plans to raise around US$385m (S$513m) to partly fund the acquisition of 29 data centres located in the United States.</p><p>We have covered three of the past placements for MINT:</p><ul>
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/mint-placement-known-asset-more-data-centres-less-sme-exposure-heading-in-the-right-direction" target="_blank" rel="noopener">MINT Placement - Known Asset, More Data Centres, Less SME Exposure -&gt; Heading in the Right Direction</a></p></li>
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/mint-placement-accretive-acquisition-but-look-out-for-the-rising-leverage" target="_blank" rel="noopener">MINT Placement - Accretive Acquisition but Look Out for the Rising Leverage</a></p></li>
<li dir="ltr" aria-level="1"><p><a href="https://www.smartkarma.com/insights/mint-placement-well-flagged-placement-but-only-marginally-accretive-past-deals-have-done-well" target="_blank" rel="noopener">MINT Placement - Well Flagged Placement but Only Marginally Accretive, Past Deals Have Done Well</a></p></li>
</ul><p>In this insight, we'll run the deal through our ECM framework and talk about deal dynamics.</p>

Mapletree Industrial Trust (MINT SP) plans to raise around US$385m (S$513m) to partly fund the acquisition of 29 data centres located in the United States.We have covered three of the past placements for MINT:
MINT Placement - Known Asset, More Data Centres, Less SME Exposure -&gt; Heading in the Right Direction
MINT Placement - Accretive Acquisition but Look Out for the Rising Leverage
MINT Placement - Well Flagged Placement but Only Marginally Accretive, Past Deals Have Done Well
In this insight, we'll run the deal through our ECM framework and talk about deal dynamics.

Mapletree Industrial (MINT SP) Placement - Large but Accretive Deal, Becoming More like Keppel DC

Singapore

Capitaland Integrated Commercial Trust operates as a retail estate investment trust. The Compnay invests in retail and office properties and integrated developments. Capitaland Integrated Commercial Trust serves clients in Asia Pacific.

Capitaland Integrated Commercial Trust (CICT SP)

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Capitaland Integrated Commercial Trust (CICT SP)

SPH Shareholders Approve Spinoff - There's Still a Spread To Earn

SPH shareholders approve the Media Biz spinoff, now there are ~4mos left until payout (assuming EGM/Scheme Mtg in Oct/Nov gives the thumbs up)....

Travis Lundy

Keppel DC REIT Placement - Most of the past Deals Have Done Well, Though This Won’t Be Accretive

Keppel DC REIT (KDCREIT SP) plans to raise up to US$151m (S$204m) via a mix of a private placement. The company will use the proceeds to fund the...

Sumeet Singh

Capitaland Restructuring - Be Careful Not to Price In the NEXT Restructuring Too Soon

Capitaland proposed a restructuring where parent CLA will buy the development biz, and spin out to investors a kind of large virtually-stapled...

Travis Lundy

Filinvest REIT IPO - Hard to Get Excited, Despite the Yield

Filinvest Reit (FILRT PM) (FREIT), a subsidiary of Filinvest, aims to raise up to US$240m in its Philippines listing. The REIT is sponsored...

Sumeet Singh

Mapletree Industrial (MINT SP) Placement - Large but Accretive Deal, Becoming More like Keppel DC

Mapletree Industrial Trust (MINT SP) plans to raise around US$385m (S$513m) to partly fund the acquisition of 29 data centres located in the United...

Sumeet Singh

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