Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.</li>
<li>Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.</li>
<li>This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.</li>
</ul>


The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.
Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.
This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.


Cayman Islands: Headcount To Be Decapitated On 31 August

<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s Scheme was comfortably <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0426/2022042601954.pdf" target="_blank" rel="noopener">voted through</a> by shareholders.  </li>
<li>The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. </li>
<li>Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. </li>
</ul>



Razer Inc (1337 HK)'s Scheme was comfortably voted through by shareholders.  
The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. 
Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. 


<ul>
<li>The Cayman Islands is seeking to eliminate the "headcount test" for Schemes of Arrangement.</li>
<li>Such an amendment will provide greater certainty for Hong Kong Schemes, wherein 59% of all listed companies are Cayman Islands incorporated. </li>
<li>This development arrives a tad late for <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>, which is trading wide to terms, exactly on account of the fact it could potentially fail the headcount test. </li>
</ul>


The Cayman Islands is seeking to eliminate the "headcount test" for Schemes of Arrangement.
Such an amendment will provide greater certainty for Hong Kong Schemes, wherein 59% of all listed companies are Cayman Islands incorporated. 
This development arrives a tad late for Razer Inc (1337 HK), which is trading wide to terms, exactly on account of the fact it could potentially fail the headcount test. 


Haitong International Securities Group / Event-Driven

<ul>
<li>Once the pre-cons were satisfied on the 15th November, it seemed pessimistic to stick to the delayed 29 December dispatch date for <a href="https://www.smartkarma.com/entities/haitong-international-securities-group-ltd" target="_blank" data-smartkarma-citation="entities:13153:1" rel="noopener">Haitong International Securities Group (665 HK)</a>'s Scheme Document. </li>
<li>And right on cue, the Doc was issued last night (21 Nov). The Court Meeting is the 15 December. with an expected cash despatch on or around the 18 January.</li>
<li>Trading at a gross spread to terms of 2.7%. The headcount test applies. But this should comfortably get up. </li>
</ul>


Once the pre-cons were satisfied on the 15th November, it seemed pessimistic to stick to the delayed 29 December dispatch date for Haitong International Securities Group (665 HK)'s Scheme Document. 
And right on cue, the Doc was issued last night (21 Nov). The Court Meeting is the 15 December. with an expected cash despatch on or around the 18 January.
Trading at a gross spread to terms of 2.7%. The headcount test applies. But this should comfortably get up. 


Haitong Sec (665 HK) 15th Dec Scheme Vote

<ul>
<li>When <a href="https://www.smartkarma.com/entities/haitong-international-securities-group-ltd" target="_blank" data-smartkarma-citation="entities:13153:1" rel="noopener">Haitong International Securities Group (665 HK)</a> was suspended on the 27 September, a punchy premium was expected if controlling shareholder <a href="https://www.smartkarma.com/entities/haitong-securities-co-ltd" target="_blank" data-smartkarma-citation="entities:166:1" rel="noopener">Haitong Securities Co (600837 CH)</a> was launching an Offer. </li>
<li>And that is what we got: a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2023/1006/2023100601477.pdf" target="_blank" rel="noopener">$1.52/share Offer</a>, by way of a Scheme, and a 114% premium to last close. Terms have been declared final.</li>
<li>This is a pre-conditional Offer, requiring approvals from approvals from Shanghai SASAC, CSRC, NDRC, and the Shanghai branch of the PBOC. </li>
</ul>


When Haitong International Securities Group (665 HK) was suspended on the 27 September, a punchy premium was expected if controlling shareholder Haitong Securities Co (600837 CH) was launching an Offer. 
And that is what we got: a $1.52/share Offer, by way of a Scheme, and a 114% premium to last close. Terms have been declared final.
This is a pre-conditional Offer, requiring approvals from approvals from Shanghai SASAC, CSRC, NDRC, and the Shanghai branch of the PBOC. 


Haitong Int'l Securities (665 HK): A 114% Offer Premium Should Do The Trick

Hong Kong

Chinese Estates Holdings Limited, through its subsidiaries, invests in and develops real estate properties.  The Company also invests in securities and provides brokerage and money lending services.

Chinese Estates Holdings (127 HK)

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

Razer Inc (1337 HK): Storm In A Tea Cup

This will trade tight tomorrow, potentially even edging above terms, depending on short interest. Play the spread if you can get in a few percent...

David Blennerhassett

Caymans To Decapitate The Headcount

This is a positive development. Avoiding another Glorious Property fiasco - or even the more dodgy share splitting seen in the PCCW Ltd (8 HK)...

David Blennerhassett

Haitong Sec (665 HK) 15th Dec Scheme Vote

Trading at a gross/annualised spread of 2.7%/18.6%. Probably a tad wide for what should be a relatively straightforward arb.

David Blennerhassett

Haitong Int'l Securities (665 HK): A 114% Offer Premium Should Do The Trick

Pre-cons fulfilled. Now for the Scheme Doc. The despatch date had previously been pushed out to 29 December. That's now disproportionate. Perhaps...

David Blennerhassett