Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>On the 5 July 2021, <a href="https://www.smartkarma.com/entities/major-cineplex-group-pcl" target="_blank" data-smartkarma-citation="entities:16662:1" rel="noopener">Major Cineplex Group (MAJOR TB)</a>'s board <a href="https://major.listedcompany.com/newsroom/050720211745440725E.pdf" target="_blank" rel="noopener">approved</a> the entering of a MOU with <a href="https://www.smartkarma.com/entities/central-pattana-pcl-0b7fb113-16e1-4535-be8b-02dce5bbcd92" target="_blank" data-smartkarma-citation="entities:17188:1" rel="noopener">Central Pattana Pub (CPN TB)</a> in relation to its shares in shopping mall operator <a href="https://www.smartkarma.com/entities/siam-future-development-pcl" target="_blank" data-smartkarma-citation="entities:4373:1" rel="noopener">Siam Future Development (SF TB)</a>, at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the <a href="https://major.listedcompany.com/newsroom/060820211832280109E.pdf" target="_blank" rel="noopener">19 July</a>, concluded the "<em>Transaction is reasonable with price and conditions that are fair</em>". A SPA was <a href="https://major.listedcompany.com/newsroom/250820211847500685E.pdf" target="_blank" rel="noopener">entered into</a> on the 25 August with an expected completion on the 30 August. </p>
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<p>CPN <a href="https://www.set.or.th/set/newsdetails.do?newsId=16302807319920&amp;language=en&amp;country=US" target="_blank" rel="noopener">completed</a> the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. </p>
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<p>The Tender Offer doc (247-4) for Siam Future was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">tabled</a> on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16326998697600&amp;sequence=2021104947" target="_blank" rel="noopener">fair</a>. At the close of the Offer, CPN held <a href="https://www.set.or.th/set/pdfnews.do?newsId=16346869712030&amp;sequence=2021112797" target="_blank" rel="noopener">96.24%</a>. </p>
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<p>There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, <em>and</em> the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. </p>
<p>On page 57 (of Siam Future's Tender Offer doc's <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">PDF</a>), it states:</p>
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<p>After the Tender Offer,<strong> the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period</strong>. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.</p>
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<p>With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. </p>


On the 5 July 2021, Major Cineplex Group (MAJOR TB)'s board approved the entering of a MOU with Central Pattana Pub (CPN TB) in relation to its shares in shopping mall operator Siam Future Development (SF TB), at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the 19 July, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was entered into on the 25 August with an expected completion on the 30 August. 


CPN completed the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 


The Tender Offer doc (247-4) for Siam Future was tabled on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was fair. At the close of the Offer, CPN held 96.24%. 

There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's PDF), it states:

After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.

With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. 

Buy Siam Future Development (SF TB). Then Buy Some More

Head of Research, Krungthai XSpring

Waraporn Wiboonkanarak

Head of Research

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Thematic (Sector/Industry)

<ul><li>The SET was volatile, moving in a narrow range after being pressured by shrinking March export figures and profit taking on DELTA.</li><li>But most large cap stocks were able to rise, while foreign investors turned to buy — this allowed the index to close up with light volume.</li><li>The index has moved sideways in a tight range and will probably have an upward direction toward the resistance at 1,367 points; standing above this level would lead the index to the major resistance at 1,380 points, and surpassing it would allow the index to run up to the 1,400-point area.</li></ul>

The SET was volatile, moving in a narrow range after being pressured by shrinking March export figures and profit taking on DELTA.But most large cap stocks were able to rise, while foreign investors turned to buy — this allowed the index to close up with light volume.The index has moved sideways in a tight range and will probably have an upward direction toward the resistance at 1,367 points; standing above this level would lead the index to the major resistance at 1,380 points, and surpassing it would allow the index to run up to the 1,400-point area.

<ul><li>The SET fell due to profit taking after rebounding for four consecutive days, but it still increased 2.09% from the previous week, with the market focusing on the 1Q24 earning results and foreign investors playing an important role in steering the market.</li><li>However, the trading atmosphere was sluggish, and volume remained light.</li><li>The index has been trading sideways recently, fluctuating within the range of 1,355-1,368 points in the short term. </li></ul>

The SET fell due to profit taking after rebounding for four consecutive days, but it still increased 2.09% from the previous week, with the market focusing on the 1Q24 earning results and foreign investors playing an important role in steering the market.However, the trading atmosphere was sluggish, and volume remained light.The index has been trading sideways recently, fluctuating within the range of 1,355-1,368 points in the short term. 

<ul><li>Although the SET moved in a narrow range as the market had only the 1Q24 earnings results providing support, it was able to close up for the fourth day in a row.</li><li>Foreign investors turned to buy, and the improvement of BH, DELTA and ADVANC bolstered the index’s continued rise. However, the trading atmosphere was quiet with light volume.</li><li>A V-shaped recovery did not materialize after the index moved sideways; however, it managed to climb higher, setting the stage to test the 1/2 Fibonacci resistance at 1,368 points. If the index breaches this level, it is likely to continue to rebound toward the 1,400-point mark.</li></ul>

Although the SET moved in a narrow range as the market had only the 1Q24 earnings results providing support, it was able to close up for the fourth day in a row.Foreign investors turned to buy, and the improvement of BH, DELTA and ADVANC bolstered the index’s continued rise. However, the trading atmosphere was quiet with light volume.A V-shaped recovery did not materialize after the index moved sideways; however, it managed to climb higher, setting the stage to test the 1/2 Fibonacci resistance at 1,368 points. If the index breaches this level, it is likely to continue to rebound toward the 1,400-point mark.

<ul><li>The SET fluctuated in a narrow range and closed up for a third day, but it was weaker than other Asian bourses, which surged sharply, with tech stocks taking the lead.</li><li>Furthermore, volume decreased, large cap stocks showed mixed movement, and foreign investors turned to sell, which indicated that the index would face selling pressure.</li><li>The index approached the 1/2 Fibonacci resistance at 1,369 points before retreating, revealing the upward adjustment to be hindered by selling pressure. </li></ul>

The SET fluctuated in a narrow range and closed up for a third day, but it was weaker than other Asian bourses, which surged sharply, with tech stocks taking the lead.Furthermore, volume decreased, large cap stocks showed mixed movement, and foreign investors turned to sell, which indicated that the index would face selling pressure.The index approached the 1/2 Fibonacci resistance at 1,369 points before retreating, revealing the upward adjustment to be hindered by selling pressure. 

Thailand

Central Pattana Public Company Limited and its subsidiaries develop properties including shopping centers, condominiums, and office, for sale and rental.  The Company's projects include Central Plaza Lardprao, Central Plaza Ram-indra,  Central Plaza Pinklao, Central Festival Center Pattaya, and Central Plaza Ratchada.

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Central Pattana Pub (CPN TB)

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