Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back on the 5 August, Thomas Yau, <a href="https://www.smartkarma.com/entities/lifestyle-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:112:1" rel="noopener">Lifestyle International Holdings (1212 HK)</a>'s controlling shareholder, tabled a Scheme at HK$5/share, a 62.3% premium to last close.  </li>
<li>The Scheme Doc is now out with the Court Meeting on the 21st of November. The outcome of this transaction will pivot off the reassessed net asset value of HK$10.60/share.</li>
<li>Trading at a gross spread of 9.6% using yesterday's close, reflecting the perceived opportunistic nature of the Offer. Yet Hong Kong's 2018 visitor glory days remain a long way off. </li>
</ul>


Back on the 5 August, Thomas Yau, Lifestyle International Holdings (1212 HK)'s controlling shareholder, tabled a Scheme at HK$5/share, a 62.3% premium to last close.  
The Scheme Doc is now out with the Court Meeting on the 21st of November. The outcome of this transaction will pivot off the reassessed net asset value of HK$10.60/share.
Trading at a gross spread of 9.6% using yesterday's close, reflecting the perceived opportunistic nature of the Offer. Yet Hong Kong's 2018 visitor glory days remain a long way off. 


Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov

<ul>
<li>Chu Yuet Wah is Offering to take <a href="https://www.smartkarma.com/entities/kingston-financial-group-ltd" target="_blank" data-smartkarma-citation="entities:3566:1" rel="noopener">Kingston Financial (1031 HK)</a> private by way of a Scheme at HK$0.30/share.</li>
<li>The Cancellation price is a 47.78% premium to last close. It will not be increased. </li>
<li>Disinterested shareholders  comprise 25.073% of shares out, therefore a blocking stake at the Scheme meeting is 2.5073%. The headcount test also applies. </li>
</ul>


Chu Yuet Wah is Offering to take Kingston Financial (1031 HK) private by way of a Scheme at HK$0.30/share.
The Cancellation price is a 47.78% premium to last close. It will not be increased. 
Disinterested shareholders  comprise 25.073% of shares out, therefore a blocking stake at the Scheme meeting is 2.5073%. The headcount test also applies. 


Kingston Financial (1031 HK): Chu's Scheme At HK$0.30/Share

<ul>
<li>On the 23 June, the Cheng family made an underwhelming voluntary conditional Offer of $1.88/share for <a href="https://www.smartkarma.com/entities/giordano-international-ltd" target="_blank" data-smartkarma-citation="entities:13899:1" rel="noopener">Giordano International (709 HK)</a>. </li>
<li>The Offer is conditional on the family getting to more than 50% via tendering, and the Cheng's (and concert parties) control 24.57%.  </li>
<li>The Composite Document is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0815/2022081500070.pdf" target="_blank" rel="noopener">out</a> with a first close on the 5 September.  The Offer Price has now been declared final. That's a surprise.</li>
</ul>


On the 23 June, the Cheng family made an underwhelming voluntary conditional Offer of $1.88/share for Giordano International (709 HK). 
The Offer is conditional on the family getting to more than 50% via tendering, and the Cheng's (and concert parties) control 24.57%.  
The Composite Document is now out with a first close on the 5 September.  The Offer Price has now been declared final. That's a surprise.


Giordano (709 HK): Offer Doc Out. Terms Declared Final

<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. 


Hong Kong

Chinese Estates Holdings Limited is an investment holding company primarily engaged in property investment for rental and property development. The company develops mid to high-end commercial and residential properties and manages investment properties including retail and office assets. It also has interests in building and property management, securities investment, money lending, and cosmetics distribution. The company is headquartered in Hong Kong and was founded in 1986.

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Chinese Estates (127 HK)

Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov

Expect Lifestyle to trade wide-ish to terms given the vote risk. But on balance, I think Yau has got the timing just right.

David Blennerhassett

Giordano (709 HK): Offer Doc Out. Terms Declared Final

The downside is probably limited here. I'd expect shares to trade down today given the terms have been declared final. If you buy here or lower,...

David Blennerhassett

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

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov

Expect Lifestyle to trade wide-ish to terms given the vote risk. But on balance, I think Yau has got the timing just right.

David Blennerhassett

Kingston Financial (1031 HK): Chu's Scheme At HK$0.30/Share

There's is probably enough here for the deal to get up. Kingston is essentially Chu's play thing for margin financing. Shares are illiquid. Bid up...

David Blennerhassett

Giordano (709 HK): Offer Doc Out. Terms Declared Final

The downside is probably limited here. I'd expect shares to trade down today given the terms have been declared final. If you buy here or lower,...

David Blennerhassett

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