Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

China National Building Material / Event-Driven

China National Building Material (3323 HK)

<ul>
<li>Back on the 6th December, <a href="https://www.smartkarma.com/entities/china-national-building-ma-h" target="_blank" data-smartkarma-citation="entities:184:1" rel="noopener">China National Building Material (3323 HK)</a> (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.</li>
<li>As this elevates CNBM's parent's stake to 50.01% of total shares from 45.02% currently, independent H-shareholder will vote on a whitewash waiver on the 19th February. </li>
<li>Minimum pro-ration is 19.24%. It is likely to be higher. The question is whether to buy, and/or borrow, and tender; or simply short outright.</li>
</ul>


Back on the 6th December, China National Building Material (3323 HK) (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
As this elevates CNBM's parent's stake to 50.01% of total shares from 45.02% currently, independent H-shareholder will vote on a whitewash waiver on the 19th February. 
Minimum pro-ration is 19.24%. It is likely to be higher. The question is whether to buy, and/or borrow, and tender; or simply short outright.


CNBM (3323 HK): A Closer Look At Proration

<ul>
<li>On the 19th December 2024, <a href="https://www.smartkarma.com/entities/pentamaster-corp-bhd" target="_blank" data-smartkarma-citation="entities:15302:1" rel="noopener">Pentamaster Corp (PENT MK)</a> announced an Offer, by way of a Scheme, to take out its pseudo dual-listed twin, <a href="https://www.smartkarma.com/entities/pentamaster-international-ltd" target="_blank" data-smartkarma-citation="entities:31099:1" rel="noopener">Pentamaster International (1665 HK)</a>.</li>
<li>The Offer Price is HK$1.00/share - including a HK$0.07/share dividend - a 45.3% premium to last close. </li>
<li>The Scheme Doc is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0205/2025020500367.pdf" target="_blank" rel="noopener">out</a>, with a Court Meeting on the 28th February, and expected settlement on the 26th March. The IFA says "fair and reasonable".</li>
</ul>


On the 19th December 2024, Pentamaster Corp (PENT MK) announced an Offer, by way of a Scheme, to take out its pseudo dual-listed twin, Pentamaster International (1665 HK).
The Offer Price is HK$1.00/share - including a HK$0.07/share dividend - a 45.3% premium to last close. 
The Scheme Doc is now out, with a Court Meeting on the 28th February, and expected settlement on the 26th March. The IFA says "fair and reasonable".


Pentamaster (1665 HK): 28th Feb Vote On Parent's Offer

<ul>
<li>Back on the 28th January, <a href="https://www.smartkarma.com/entities/fortescue-metals-group-ltd" target="_blank" data-smartkarma-citation="entities:41:1" rel="noopener">Fortescue Metals (FMG AU)</a> launched a A$1.05/share off-market Offer for <a href="https://www.smartkarma.com/entities/red-hawk-mining-ltd" target="_blank" data-smartkarma-citation="entities:15387:1" rel="noopener">Red Hawk Mining (RHK AU)</a>, increasing to A$1.20/share if securing 75% of shares out. </li>
<li>Red Hawks has announced Fortescue now has 78%, and has bumped terms to A$1.20/share. The Offer remains subject to "no prescribed occurrences", which should be waived by the 17th Feb.</li>
<li>The Offer remains open until the 3 March. Unless extended. Fortescue intends to delist Red Hawk. </li>
</ul>


Back on the 28th January, Fortescue Metals (FMG AU) launched a A$1.05/share off-market Offer for Red Hawk Mining (RHK AU), increasing to A$1.20/share if securing 75% of shares out. 
Red Hawks has announced Fortescue now has 78%, and has bumped terms to A$1.20/share. The Offer remains subject to "no prescribed occurrences", which should be waived by the 17th Feb.
The Offer remains open until the 3 March. Unless extended. Fortescue intends to delist Red Hawk. 


Red Hawk (RHK AU): Fortescue Secures 78% And Bumps to A$1.20/Share

<ul>
<li>One exceptionally crowded data room as PE outfit Brookfield Capital joins Bain Capital and CC Capital with a matching A$4.60/share NBIO, via a Scheme, for <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a>.</li>
<li>Brookfield's Offer may include a scrip alternative in an unlisted bid vehicle, subject to caps.  As with Bain and CC Capital's Offers, Brookfield's Offer would ultimately require FIRB signing off.</li>
<li>And similar to Bain and CC Capital, Brookfield has been afforded a limited period of access to certain non-public information on a non-exclusive basis.</li>
</ul>


One exceptionally crowded data room as PE outfit Brookfield Capital joins Bain Capital and CC Capital with a matching A$4.60/share NBIO, via a Scheme, for Insignia Financial (IFL AU).
Brookfield's Offer may include a scrip alternative in an unlisted bid vehicle, subject to caps.  As with Bain and CC Capital's Offers, Brookfield's Offer would ultimately require FIRB signing off.
And similar to Bain and CC Capital, Brookfield has been afforded a limited period of access to certain non-public information on a non-exclusive basis.


Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tam-jai-international-co-ltd" target="_blank" data-smartkarma-citation="entities:34227:1" rel="noopener">Tam Jai International (2217 HK)</a>, an operator of Asia noodle specialty restaurants, is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0204/2025020400099.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Takeovers Code.</li>
<li>On the 13th November 2024, Tam Jai announced <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1113/2024111301386.pdf" target="_blank" rel="noopener">1H25 net profit</a> - to 30th September 2024 - declined 55.8% yoy to HK$36.1mn, its lowest six-month tally since listing. </li>
<li>
<a href="https://www.smartkarma.com/entities/toridoll-holdings-corporation" target="_blank" data-smartkarma-citation="entities:8193:1" rel="noopener">Toridoll Holdings Corporation (3397 JP)</a> controls 74.61% of Tam Jai. Expect a Scheme to unfold. An Offer price around HK$1.50/share would be welcome. That's probably a stretch.</li>
</ul>



Tam Jai International (2217 HK), an operator of Asia noodle specialty restaurants, is currently suspended pursuant to the Takeovers Code.
On the 13th November 2024, Tam Jai announced 1H25 net profit - to 30th September 2024 - declined 55.8% yoy to HK$36.1mn, its lowest six-month tally since listing. 

Toridoll Holdings Corporation (3397 JP) controls 74.61% of Tam Jai. Expect a Scheme to unfold. An Offer price around HK$1.50/share would be welcome. That's probably a stretch.


Tam Jai (2217 HK) Suspended: Expect Toridoll (3397 JP) To Make An Offer

China

China National Building Material is a state-owned enterprise primarily engaged in the production and sale of building materials, including cement, concrete, new materials like glass fiber and composite materials, and engineering technology services. It is recognized as a leading global producer in several of these segments. The company is headquartered in Beijing, People's Republic of China, and was founded in 1984.

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China National Building Material (3323 HK)

CNBM (3323 HK): A Closer Look At Proration

I'm estimate ~35% proration, implying a back-end breakeven price of HK$3.77/share. You could long tender here versus borrow and tender, IF the back...

David Blennerhassett

Pentamaster (1665 HK): 28th Feb Vote On Parent's Offer

This looks done. If small illiquid arbs are your bent, I'd pay up to HK$0.98/share for a gross/annualised return of 1.9%/15%. Currently trading at...

David Blennerhassett

Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

All three Offers remain non-binding. My guess is that Tanarra is supportive of a $4.60/share firm Offer. Trading a couple spreads through terms....

David Blennerhassett

Tam Jai (2217 HK) Suspended: Expect Toridoll (3397 JP) To Make An Offer

Tam Jai, an operator of Asia noodle restaurants, is suspended pursuant to the Code. Toridoll (3397 JP) controls 74.61%. Expect a Scheme. An Offer...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

CNBM (3323 HK): A Closer Look At Proration

I'm estimate ~35% proration, implying a back-end breakeven price of HK$3.77/share. You could long tender here versus borrow and tender, IF the back...

David Blennerhassett

Pentamaster (1665 HK): 28th Feb Vote On Parent's Offer

This looks done. If small illiquid arbs are your bent, I'd pay up to HK$0.98/share for a gross/annualised return of 1.9%/15%. Currently trading at...

David Blennerhassett

Red Hawk (RHK AU): Fortescue Secures 78% And Bumps to A$1.20/Share

This is done. Trading at terms. If in, tender. Or sell in the market. If not in, look elsewhere. Unless Red Hawk dips below terms.

David Blennerhassett

Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

All three Offers remain non-binding. My guess is that Tanarra is supportive of a $4.60/share firm Offer. Trading a couple spreads through terms....

David Blennerhassett

Tam Jai (2217 HK) Suspended: Expect Toridoll (3397 JP) To Make An Offer

Tam Jai, an operator of Asia noodle restaurants, is suspended pursuant to the Code. Toridoll (3397 JP) controls 74.61%. Expect a Scheme. An Offer...

David Blennerhassett