Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Shanghai Jin Jiang Capital Company Limited / Event-Driven

Shanghai Jin Jiang Capital Company Limited

<ul>
<li>Hotel operator <a href="https://www.smartkarma.com/entities/shanghai-jin-jiang-capital-company-limited" target="_blank" data-smartkarma-citation="entities:15781:1" rel="noopener">Shanghai Jin Jiang Capital Company Limited (2006 HK)</a> (SJJC) has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1124/2021112401322.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from an entity primarily controlled by Shanghai SASAC. </li>
<li>The Offer price is HK$3.10 per H-share, a 33.62% premium to last close. The Offer price will NOT be increased. No dividends are expected to be declared. </li>
<li>The pre-conditions include approvals from NDRC, MoC, SAFE, and SASAC. There is no tendering acceptance condition. This deal is very similar to <a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a>'s.</li>
</ul>


Hotel operator Shanghai Jin Jiang Capital Company Limited (2006 HK) (SJJC) has announced a pre-conditional Offer from an entity primarily controlled by Shanghai SASAC. 
The Offer price is HK$3.10 per H-share, a 33.62% premium to last close. The Offer price will NOT be increased. No dividends are expected to be declared. 
The pre-conditions include approvals from NDRC, MoC, SAFE, and SASAC. There is no tendering acceptance condition. This deal is very similar to Beijing Capital Land Ltd H (2868 HK)'s.


Shanghai Jin Jiang Capital (2006 HK)'s Pre-Conditional Offer

Beijing Capital Land Ltd H / Event-Driven

<div>
<p>Back on the 9 July, <a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a> (BCL) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0709/2021070901284.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group. The Offer price of HK$2.80/share was a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price would NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share was also tabled.</p>
</div>
<div>
<p>The pre-conditions, which cannot be waived, included approvals from NDRC, MoC, SAFE, and if applicable, SASAC.</p>
</div>
<div>
<p>As BCL is PRC incorporated and compulsory acquisition is not afforded under PRC law,  this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders.</p>
<p>Unlike a number of PRC-incorporated privatisations, there is no tendering acceptance condition attached to this delisting.</p>
<p>Typically Merger by Absorption transactions complete in around four months.</p>
</div>
<div>
<p>This <em>appeared</em> a relatively clean deal although from the onset, it traded wide to terms, at an average gross spread to terms of ~13%, up to and including yesterday.</p>
<p>The dispatch of the Composite Doc was, as expected, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0729/2021072901655.pdf" target="_blank" rel="noopener">delayed</a> to the 9 September (officially granted by the SFC on the  2 August) from the 29 July. </p>
<p>A profit warning was announced on the <a href="https://www1.hkexnews.hk/search/titlesearch.xhtml?lang=en" target="_blank" rel="noopener">30 July</a>. </p>
<p>Last night, BCL said the Pre-Condition has been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0818/2021081801497.pdf" target="_blank" rel="noopener">satisfied</a>. There was no further application to the SFC to extend the dispatch of the Composite Doc.</p>
<p>This is a positive development. Expect the spread to tighten when shares begin trading this morning. </p>
</div>
<div>
<p>More below the fold.</p>
</div>


Back on the 9 July, Beijing Capital Land Ltd H (2868 HK) (BCL) announced a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group. The Offer price of HK$2.80/share was a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price would NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share was also tabled.


The pre-conditions, which cannot be waived, included approvals from NDRC, MoC, SAFE, and if applicable, SASAC.


As BCL is PRC incorporated and compulsory acquisition is not afforded under PRC law,  this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders.
Unlike a number of PRC-incorporated privatisations, there is no tendering acceptance condition attached to this delisting.
Typically Merger by Absorption transactions complete in around four months.


This appeared a relatively clean deal although from the onset, it traded wide to terms, at an average gross spread to terms of ~13%, up to and including yesterday.
The dispatch of the Composite Doc was, as expected, delayed to the 9 September (officially granted by the SFC on the  2 August) from the 29 July. 
A profit warning was announced on the 30 July. 
Last night, BCL said the Pre-Condition has been satisfied. There was no further application to the SFC to extend the dispatch of the Composite Doc.
This is a positive development. Expect the spread to tighten when shares begin trading this morning. 


More below the fold.


Beijing Capital Land (2868 HK): Pre-Cons Satisfied. This Should Trade Tight

<div>
<p><a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a> (BCL) has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0709/2021070901284.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.</p>
</div>
<div>
<p>The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.</p>
</div>
<div>
<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
</div>
<div>
<p>As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.</p>
</div>
<div>
<p>This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals <em>should</em> be wrapped up well before then.</p>
<p>Merger by Absorption transactions <em>typically</em> complete in around four months.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


Beijing Capital Land Ltd H (2868 HK) (BCL) has announced a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.


The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.


The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.


As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.


This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals should be wrapped up well before then.
Merger by Absorption transactions typically complete in around four months.


More below the fold.


Beijing Capital Land (2868 HK): Delisting Offer From Parent

China Machinery Engineering / Event-Driven

<div>
<div>
<p>On the 13 January 2021, <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300422.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH. The Offer price was HK$3.70/share, a 45.10% premium to last close. </p>
</div>
<div>
<p>A nervous 20 weeks later, CMEC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0603/2021060300532.pdf" target="_blank" rel="noopener">announced</a> the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.</p>
<p>The Circular is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0706/2021070600007.pdf" target="_blank" rel="noopener">out</a>.  The H-class meeting will be held on the 28 July, and assuming all conditions are satisfied, the consideration under the Offer will be paid on or before the 17 August.</p>
<p>This is a low-balled Offer, although the IFA (Somerley) disagrees. Nevertheless, this deal is expected to get up and is currently trading tight to terms.</p>
</div>
</div>
<div>
<p>More below the fold. </p>
</div>



On the 13 January 2021, China Machinery Engineering (1829 HK) announced a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH. The Offer price was HK$3.70/share, a 45.10% premium to last close. 


A nervous 20 weeks later, CMEC announced the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.
The Circular is now out.  The H-class meeting will be held on the 28 July, and assuming all conditions are satisfied, the consideration under the Offer will be paid on or before the 17 August.
This is a low-balled Offer, although the IFA (Somerley) disagrees. Nevertheless, this deal is expected to get up and is currently trading tight to terms.



More below the fold. 


CMEC (1829 HK): Circ Out. H-Class Meeting Firmed. Looks Done

<p>On the 27 May, after <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.</p>
<p>And sure enough, yesterday after the close of trading CMEC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0603/2021060300532.pdf" target="_blank" rel="noopener">announced</a> the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.</p>
<p>CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. </p>
<p>More below the fold. </p>

On the 27 May, after China Machinery Engineering (1829 HK)'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.
And sure enough, yesterday after the close of trading CMEC announced the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.
CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. 
More below the fold. 

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled

China

China Machinery Engineering Corporation contracts international engineering projects. The Company constructs thermal power plants, hydro power plants, power station projects and communication projects. Furthermore, the Company also offers import and export services in electric meters, electro-optic light and castings products.

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China Machinery Engineering (1829 HK)

Shanghai Jin Jiang Capital (2006 HK)'s Pre-Conditional Offer

This looks done. Assuming payment late-Feb, I see the gross/annualised spread at 10.7%/47.9%. I'd be a buyer here. This is probably being done too...

David Blennerhassett

Beijing Capital Land (2868 HK): Pre-Cons Satisfied. This Should Trade Tight

This looks done - play the spread here. Assuming payment late-Oct, I would expect BCL to trade around $2.72 today, or a 3%/15% gross/annualised...

David Blennerhassett

Beijing Capital Land (2868 HK): Delisting Offer From Parent

This looks done - play the spread here. Assuming payment late-Nov, I would expect BCL to trade around $2.65 on Monday, or a 5.6%/15% gross...

David Blennerhassett

CMEC (1829 HK): Circ Out. H-Class Meeting Firmed. Looks Done

This is being done too cheaply, even before taking into account CMEC's large net cash pile. But no other suitor can (or will) will emerge. Not one...

David Blennerhassett

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled

This is being done too cheaply, but no other Offeror will emerge. At $3.46/share, or 6.9%/34.3% gross/annualised, get involved. But this is a...

David Blennerhassett

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