Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

On the 26th of July, a Board of Directors’ Meeting of <a href="https://www.smartkarma.com/entities/robinson-public-company" target="_blank" data-smartkarma-citation="entities:14108:1" rel="noopener">Robinson Public Company (ROBINS TB)</a> passed a resolution to propose that an Extraordinary General Meeting of Shareholders consider and approve the Delisting of the Company's shares from the Stock Exchange of Thailand, pursuant to the business restructuring of the subsidiaries of <a href="https://www.smartkarma.com/entities/central-retail-corp-ltd" target="_blank" data-smartkarma-citation="entities:28240:1" rel="noopener">Central Retail (192323Z TB)</a>, Robinson's parent, holding 53.8% of the shares of Robinson. <div class="content-highlight">
The nominal "Value" of the Delisting Offer will be THB 66.5/share. That was "derived from various methods." That is misleading, however. 
Consideration for the shares will NOT be cash.
There is NO cash alternative here at all. 
Consideration will be a variable number of shares in the Robinson Public Company parent Central Retail which is the largest retail operator in Thailand. 
The thing is... Central Retail isn't listed yet and won't be listed for probably 6-8 months after shareholders of Robinson must decide whether to support delisting or not.  
One can, based on the <a href="https://www.set.or.th/set/pdfnews.do?newsId=15640981823380&amp;sequence=2019071693" target="_blank" rel="noopener">Announcement</a> (pdf download; SET url <a href="https://www.set.or.th/set/newsdetails.do?newsId=15640981823380&amp;language=en&amp;country=US" target="_blank" rel="noopener">here</a>), assume that the 1,119,661,133 shares outstanding of Central Retail marked at THB 66.5/share will represent one part of the "exchange" and shareholders will be given THB 74.457bn worth of shares in Central Retail (which has 470mm shares outstanding now). This can be construed as a swap ratio.
In effect, you are simply getting an allocation in the Central Retail IPO for the money you invest in Robinson, marked at THB 66.5/share.
The Preliminary Swap Ratio between Robinson Public and Central Retail shares would be decided when the bankers and company come up with a range for the IPO price. The Final Swap Ratio will come when bookbuilding is complete and the IPO price is decided. 
This introduces non-negligible market risk for shareholders who hold significant Active Share in Robinson exposure. 
However, it also introduces really, really interesting possibilities for those who are not faint of heart.
</div>This deal appears structurally designed to disadvantage Robinson minority investors, and it is not in any way a "clean" arbitrage. But it is interesting. It may be worth doing the work now.

On the 26th of July, a Board of Directors’ Meeting of Robinson Public Company (ROBINS TB) passed a resolution to propose that an Extraordinary General Meeting of Shareholders consider and approve the Delisting of the Company's shares from the Stock Exchange of Thailand, pursuant to the business restructuring of the subsidiaries of Central Retail (192323Z TB), Robinson's parent, holding 53.8% of the shares of Robinson. 
The nominal "Value" of the Delisting Offer will be THB 66.5/share. That was "derived from various methods." That is misleading, however. 
Consideration for the shares will NOT be cash.
There is NO cash alternative here at all. 
Consideration will be a variable number of shares in the Robinson Public Company parent Central Retail which is the largest retail operator in Thailand. 
The thing is... Central Retail isn't listed yet and won't be listed for probably 6-8 months after shareholders of Robinson must decide whether to support delisting or not.  
One can, based on the Announcement (pdf download; SET url here), assume that the 1,119,661,133 shares outstanding of Central Retail marked at THB 66.5/share will represent one part of the "exchange" and shareholders will be given THB 74.457bn worth of shares in Central Retail (which has 470mm shares outstanding now). This can be construed as a swap ratio.
In effect, you are simply getting an allocation in the Central Retail IPO for the money you invest in Robinson, marked at THB 66.5/share.
The Preliminary Swap Ratio between Robinson Public and Central Retail shares would be decided when the bankers and company come up with a range for the IPO price. The Final Swap Ratio will come when bookbuilding is complete and the IPO price is decided. 
This introduces non-negligible market risk for shareholders who hold significant Active Share in Robinson exposure. 
However, it also introduces really, really interesting possibilities for those who are not faint of heart.
This deal appears structurally designed to disadvantage Robinson minority investors, and it is not in any way a "clean" arbitrage. But it is interesting. It may be worth doing the work now.

Robinson Delisting Central Retail IPO Exchange Offer - Interesting, but Disadvantaged

Thailand

Central Retail Corp Ltd operates general merchandise stores. The Company offers electronics, sports, stationery, home improvement, and office products. Central Retail serves customers in Thailand.

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Central Retail Corp Ltd (CRC TB)

Robinson Delisting Central Retail IPO Exchange Offer - Interesting, but Disadvantaged

On the 26th of July, a Board of Directors’ Meeting of Robinson Public Company (ROBINS TB) passed a resolution to propose that an Extraordinary...

Travis Lundy

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