Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today, I was the first analyst to gain access to <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR (1821 HK)</a>'s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.</li>
<li>This is the same register discussed in<a href="https://www.smartkarma.com/compose/insight/188795/Giordano%20(709%20HK):%20A%20Closer%20Look%20At%20The%20Shareholder%20Register%20Ahead%20Of%20The%20SGM.%20Read%20more:%20https:/skr.ma/jafza" target="_blank" rel="noopener"> Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM</a> and<a href="https://www.smartkarma.com/compose/insight/188795/L'Occitane%20(973%20HK):%20Who%20Owns%20What,%20And%20When.%20Read%20more:%20https:/skr.ma/Zg7gC" target="_blank" rel="noopener"> L'Occitane (973 HK): Who Owns What, And When</a>
</li>
<li>It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register. </li>
</ul>


Today, I was the first analyst to gain access to ESR (1821 HK)'s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.
This is the same register discussed in Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM and L'Occitane (973 HK): Who Owns What, And When

It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register. 


ESR (1821 HK): A Shareholder Register Look-Through

<ul>
<li>Cuscaden Peak, the sponsor of <a href="https://www.smartkarma.com/entities/paragon-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">Paragon REIT (PGNREIT SP)</a> and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.</li>
<li>The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.</li>
<li>Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.</li>
</ul>


Cuscaden Peak, the sponsor of Paragon REIT (PGNREIT SP) and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.
The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.
Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.


Paragon REIT (PGNREIT SP)'s Privatisation Offer

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>Bloomberg <a href="https://news.bloomberglaw.com/mergers-and-acquisitions/esr-bidders-said-to-weigh-bringing-in-more-investors-for-buyout" target="_blank" rel="noopener">reports</a> that the bidding consortium is in talks to bring in other partners, such as QIA, PIF, and CPP Investment Board, to aid in privatising <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>.</li>
<li>Warburg Pincus and OMERS have blocking stakes for a Cayman scheme. Warburg Pincus is seemingly supportive, and the consortium’s expansion talks suggest confidence in meeting OMERS’ price expectations.</li>
<li>Our best guess is that an offer is around HK$14.00. ESR’s current valuation is undemanding, with its forward EV/EBITDA multiple at a 40% discount compared to the median peers’ multiple.</li>
</ul>


Bloomberg reports that the bidding consortium is in talks to bring in other partners, such as QIA, PIF, and CPP Investment Board, to aid in privatising ESR Group (1821 HK).
Warburg Pincus and OMERS have blocking stakes for a Cayman scheme. Warburg Pincus is seemingly supportive, and the consortium’s expansion talks suggest confidence in meeting OMERS’ price expectations.
Our best guess is that an offer is around HK$14.00. ESR’s current valuation is undemanding, with its forward EV/EBITDA multiple at a 40% discount compared to the median peers’ multiple.


ESR Group (1821 HK): Consortium’s Expansion Talks Suggest Progress

<ul>
<li>I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Three new deals discussed this week: <a href="https://www.smartkarma.com/entities/fancl-corp" target="_blank" data-smartkarma-citation="entities:15862:1" rel="noopener">Fancl (4921 JP)</a>'s Tender offer, <a href="https://www.smartkarma.com/entities/a8-new-media-group-ltd" target="_blank" data-smartkarma-citation="entities:3444:1" rel="noopener">A8 New Media (800 HK)</a>'s Scheme, and <a href="https://www.smartkarma.com/entities/jeisys-medical-inc" target="_blank" data-smartkarma-citation="entities:36766:1" rel="noopener">Jeisys Medical (287410 KS)</a>'s delisting offer. Bain also approached <a href="https://www.smartkarma.com/entities/bapcor-ltd" target="_blank" data-smartkarma-citation="entities:8433:1" rel="noopener">Bapcor (BAP AU)</a>.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/sigma-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare (SIG AU)</a>, <a href="https://www.smartkarma.com/entities/alumina-ltd" target="_blank" data-smartkarma-citation="entities:939:1" rel="noopener">Alumina (AWC AU)</a>, <a href="https://www.smartkarma.com/entities/greatview-aseptic-packaging" target="_blank" data-smartkarma-citation="entities:10802:1" rel="noopener">Greatview Aseptic Packaging (468 HK)</a>, <a href="https://www.smartkarma.com/entities/helios-techno-holding-co-ltd" target="_blank" data-smartkarma-citation="entities:13934:1" rel="noopener">Helios Techno (6927 JP)</a>, and <a href="https://www.smartkarma.com/entities/tatsuta-electric-wire-cable-co-ltd" target="_blank" data-smartkarma-citation="entities:12509:1" rel="noopener">Tatsuta Electric Wire &amp; Cable (5809 JP)</a>.</li>
</ul>


I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Three new deals discussed this week: Fancl (4921 JP)'s Tender offer, A8 New Media (800 HK)'s Scheme, and Jeisys Medical (287410 KS)'s delisting offer. Bain also approached Bapcor (BAP AU).
Key updates took place on: Sigma Healthcare (SIG AU), Alumina (AWC AU), Greatview Aseptic Packaging (468 HK), Helios Techno (6927 JP), and Tatsuta Electric Wire &amp; Cable (5809 JP).


(Mostly) Asia-Pac M&A: Fancl, Jeisys Medical, A8 New Media, Bapcor, Helios Techno,Tatsuta Electric

<ul>
<li>Back in February this year, various media sources reported that the key shareholders of warehouse/fund management play <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>, were exploring options, including a privatisation.</li>
<li>Long-Term holders Warburg Pincus and Canadian pension fund OMERS hold 14% and 10.7% respectively. ESR co-founders/directors Jeffrey Shen, Stuart Gibson, Charles de Portes, and Hwee Chiang collectively hold another ~23%.</li>
<li>Shares in ESR were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0513/2024051300060.pdf" target="_blank" rel="noopener">suspended</a> this morning "pursuant to the Hong Kong Code on Takeovers and Mergers".</li>
</ul>


Back in February this year, various media sources reported that the key shareholders of warehouse/fund management play ESR Group (1821 HK), were exploring options, including a privatisation.
Long-Term holders Warburg Pincus and Canadian pension fund OMERS hold 14% and 10.7% respectively. ESR co-founders/directors Jeffrey Shen, Stuart Gibson, Charles de Portes, and Hwee Chiang collectively hold another ~23%.
Shares in ESR were suspended this morning "pursuant to the Hong Kong Code on Takeovers and Mergers".


Hong Kong

ESR is a leading Asia-Pacific real asset owner and manager, specializing in the development and management of logistics properties, data centers, and energy infrastructure. The company also provides comprehensive fund management and development services. ESR was formed in January 2016 and is headquartered in Singapore.

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ESR (3K6 GR)

ESR (1821 HK): A Shareholder Register Look-Through

I don't see anyting material or untoward in the s329 register. 56.54% of disinterested shares are supportive. If 10th July payment, this is trading...

David Blennerhassett

Paragon REIT (PGNREIT SP)'s Privatisation Offer

Looks pretty clean. A 7% premium to NAV and a roughly two-year high. If payment on or around late May, I'd pay up to S$0.97/share for a gross...

David Blennerhassett

ESR Group (1821 HK): Consortium’s Expansion Talks Suggest Progress

The probability of an offer remains high, and the latest Bloomberg reports suggest progress towards a binding proposal. Our best guess is that an...

Arun George

(Mostly) Asia-Pac M&A: Fancl, Jeisys Medical, A8 New Media, Bapcor, Helios Techno,Tatsuta Electric

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

ESR Group (1821 HK): Offer Musings

As it expands throughout the region, it is arguable ESR has been unfairly penalised by HKEx's protracted bear run. A move away from the HKEx does...

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