Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

In May of this year, <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> made an <a href="https://www.release.tdnet.info/inbs/ek/140120200430403171.pdf" target="_blank" rel="noopener">announcement</a> that veteran Japan value/engagement investor Dalton Investments had proposed a measure for the AGM. Coming nine months after JC Flowers exited his position in a public offering, ably discussed by <a href="https://www.smartkarma.com/profiles/mio-kato" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato</a> in <a href="https://www.smartkarma.com/insights/shinsei-bank-offering-flowers-in-the-wind" target="_blank" data-smartkarma-citation="insights:31638" rel="noopener">Shinsei Bank Offering: Flowers in the Wind</a>, and eleven months after a previous proposal by Dalton which garnered little more than 16% support, this year's proposal was to put Dalton CIO/CEO/head James Rosenwald on the board of Shinsei Bank so as to further his proposal to further align board compensation with shareholder interests, accelerate the exit of unprofitable positions and businesses, and execute a Very Large Buyback of ¥45 billion, so as to accelerate the return of public funds. <section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/179/654/original/Screenshot%202020-12-21%20at%207.48.00%20PM.png?1608551293" class="editor-image img-responsive" data-smartkarma-image-id="179654"></figure></section>Management, as it is wont to do, objected. 
The existing board objected suggesting that the board already had sufficient independent director majority (5 of 7 directors), adding the proposed slate had two women, and replacing one with Mr Rosenwald would not further the goal of a more diverse board. It also noted that the Bank had submitted a Revitalisation Plan ("Plan") to the Financial Services Agency ("FSA") pursuant to the Act on Emergency Measures for Early Strengthening of Financial Functions ("Early Strengthening Act") and the plan required seven directors, not eight, so adding Mr. Rosenwald to the existing slate was not appropriate. The board said that the goal of exiting marginally profitable businesses was indeed not a bad goal, but that in the time of covid-19, "we do not think that it is an appropriate company behavior to take such short-term profit enhancing measures for ourselves at least under the current situation."
The agenda item to elect Mr Rosenwald as a director <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1608551363459&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=8303&amp;oth=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100ITI7" target="_blank" rel="noopener">received</a> 161,736 votes FOR and 1,867,839 votes AGAINST for a success rate of 7.968%. That was pretty miserable. 
Nevertheless, Shinsei Bank DID <a href="https://pdf.irpocket.com/C8303/yCGV/B6S9/bQ8o.pdf" target="_blank" rel="noopener">announce</a> a Very Large Buyback on the same day that it announced the shareholder proposal, which was the same day as it announced earnings and the AGM agenda. The buyback announced then was to buy back up to 20.5mm shares for up to ¥20.5bn from 14 May to 31 March 2021. That was 8.88% of existing shares ex-Treasury shares. That was pretty big. 
Through end-November, which is 71.4% of the buyback period elapsed, Shinsei had <a href="https://pdf.irpocket.com/C8303/mxGt/rDGI/qr73.pdf" target="_blank" rel="noopener">purchased</a> 11.126mm shares (a bit more than half the max), spending ¥14.67bn, which was 71.5% of the funds allocated. They are on track to complete the amount (buying back less than 8.88%) by end-March. 
This suggests ongoing market support for the shares, which is positive, but now we have a reason to think that the board could act differently next year and possibly approve a bigger, better buyback.  </section>Discussion ensues below.

In May of this year, Shinsei Bank (8303 JP) made an announcement that veteran Japan value/engagement investor Dalton Investments had proposed a measure for the AGM. Coming nine months after JC Flowers exited his position in a public offering, ably discussed by Mio Kato in Shinsei Bank Offering: Flowers in the Wind, and eleven months after a previous proposal by Dalton which garnered little more than 16% support, this year's proposal was to put Dalton CIO/CEO/head James Rosenwald on the board of Shinsei Bank so as to further his proposal to further align board compensation with shareholder interests, accelerate the exit of unprofitable positions and businesses, and execute a Very Large Buyback of ¥45 billion, so as to accelerate the return of public funds. Management, as it is wont to do, objected. 
The existing board objected suggesting that the board already had sufficient independent director majority (5 of 7 directors), adding the proposed slate had two women, and replacing one with Mr Rosenwald would not further the goal of a more diverse board. It also noted that the Bank had submitted a Revitalisation Plan ("Plan") to the Financial Services Agency ("FSA") pursuant to the Act on Emergency Measures for Early Strengthening of Financial Functions ("Early Strengthening Act") and the plan required seven directors, not eight, so adding Mr. Rosenwald to the existing slate was not appropriate. The board said that the goal of exiting marginally profitable businesses was indeed not a bad goal, but that in the time of covid-19, "we do not think that it is an appropriate company behavior to take such short-term profit enhancing measures for ourselves at least under the current situation."
The agenda item to elect Mr Rosenwald as a director received 161,736 votes FOR and 1,867,839 votes AGAINST for a success rate of 7.968%. That was pretty miserable. 
Nevertheless, Shinsei Bank DID announce a Very Large Buyback on the same day that it announced the shareholder proposal, which was the same day as it announced earnings and the AGM agenda. The buyback announced then was to buy back up to 20.5mm shares for up to ¥20.5bn from 14 May to 31 March 2021. That was 8.88% of existing shares ex-Treasury shares. That was pretty big. 
Through end-November, which is 71.4% of the buyback period elapsed, Shinsei had purchased 11.126mm shares (a bit more than half the max), spending ¥14.67bn, which was 71.5% of the funds allocated. They are on track to complete the amount (buying back less than 8.88%) by end-March. 
This suggests ongoing market support for the shares, which is positive, but now we have a reason to think that the board could act differently next year and possibly approve a bigger, better buyback.  Discussion ensues below.

On Friday 18 December, <a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> announced a board decision to conduct a Tender Offer to take control of <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> at NT$13/share. The offer will be contingent on gaining 50.01% of the shares and Fubon will buy any and all shares tendered if it clears that hurdle. This is not a huge premium, and comes to only a small premium to book value (1.05x) but is most likely to be successful because of the two owners who currently own 60%. This deal comes pre-blessed by the Financial Supervisory Commission which approved on Thursday apparently. It is interesting because last month a 24% stake acquisition by a foreign corporate (non-financial) was nixed by the FSC, and this would represent the first time that a domestic financial holding company has been taken over by another domestic financial holding company. And there is, crucially, another leg to this trade.More below the fold.

On Friday 18 December, Fubon Financial Holding Co (2881 TT) announced a board decision to conduct a Tender Offer to take control of Jih Sun Financial (5820 TT) at NT$13/share. The offer will be contingent on gaining 50.01% of the shares and Fubon will buy any and all shares tendered if it clears that hurdle. This is not a huge premium, and comes to only a small premium to book value (1.05x) but is most likely to be successful because of the two owners who currently own 60%. This deal comes pre-blessed by the Financial Supervisory Commission which approved on Thursday apparently. It is interesting because last month a 24% stake acquisition by a foreign corporate (non-financial) was nixed by the FSC, and this would represent the first time that a domestic financial holding company has been taken over by another domestic financial holding company. And there is, crucially, another leg to this trade.More below the fold. 

Fubon Financial Tender Offer for Jih Sun Financial

Silver Point

Thomas J. Monaco

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

Equity Bottom-Up

* Earnings Under Pressure: Chailease Holding (5871.TT) [Chailease] reported 1Q20 bottom-line profit of TWD 3.9n – declining TWD 63.5 mn (1.6%) linked quarter. However, when we exclude non-core items we find that Chailease results actually declined TWD 301.5 mn or 7.9% during the period. Expectedly driving the weaker 1Q20 result, we find that loans loss provisions increased TWD 449.8 mn (37.1%)  - offset largely by net interest income which improved TWD 194.4 mn (2.5%) and other expenses which declined TWD 165.2 mn (14.7%);* Credit Risk Increasing, and Under-reserving: By our calculation, Chailease delinquencies increased TWD 1.6 bn (15.2%) linked quarter, and amount to 2.98% of total loans (up 38 bp linked quarter). . On an aggregate portfolio basis, we note that net new delinquencies amounted to approximately TWD 2.9 bn - increasing at a bewildering annualized clip of 110%.  Provided Chailease maintained delinquency cover at 4Q19’s level, earnings should have been lower by TWD 1.2 bn or 34%. The bulk of the flawed reserve policy is centered in (what a shock) mainland China where the loan loss reserve was flat on an absolute basis  - yet declined from 135% to 109% on a delinquency basis as both NCOs and delinquencies increased 36.5% and 25.4%, respectively; and *Preferred Debt Issuance: Chailease also guided a potential preferred share issuance worth around TWD 10 bn.

* Earnings Under Pressure: Chailease Holding (5871.TT) [Chailease] reported 1Q20 bottom-line profit of TWD 3.9n – declining TWD 63.5 mn (1.6%) linked quarter. However, when we exclude non-core items we find that Chailease results actually declined TWD 301.5 mn or 7.9% during the period. Expectedly driving the weaker 1Q20 result, we find that loans loss provisions increased TWD 449.8 mn (37.1%)  - offset largely by net interest income which improved TWD 194.4 mn (2.5%) and other expenses which declined TWD 165.2 mn (14.7%);* Credit Risk Increasing, and Under-reserving: By our calculation, Chailease delinquencies increased TWD 1.6 bn (15.2%) linked quarter, and amount to 2.98% of total loans (up 38 bp linked quarter). . On an aggregate portfolio basis, we note that net new delinquencies amounted to approximately TWD 2.9 bn - increasing at a bewildering annualized clip of 110%.  Provided Chailease maintained delinquency cover at 4Q19’s level, earnings should have been lower by TWD 1.2 bn or 34%. The bulk of the flawed reserve policy is centered in (what a shock) mainland China where the loan loss reserve was flat on an absolute basis  - yet declined from 135% to 109% on a delinquency basis as both NCOs and delinquencies increased 36.5% and 25.4%, respectively; and *Preferred Debt Issuance: Chailease also guided a potential preferred share issuance worth around TWD 10 bn.

Chailease Holding – Delayed Reaction By ASEAN Should Weigh Heavily On Results Too

* Decent 2019 Results:Chailease Holding (5871.TT) [Chailease], Taiwan’s top leasing services provider,  reported 2019 net income of NTD 15.5 bn, increasing 15.7% YOY – as lower credit costs and non-operating gains more than offset the accounting changes which negatively impact fee revenues;  * Recovering Results in March: Chailease reported preliminary revenue of NTD 4.8 bn for March 2020, up 2% YOY and 8% MOM. Taiwan, mainland China and ASEAN reported 1Q20 revenue grew by 21%, negative 8%, and 18% YOY, respectively. Mainland Chinese revenue resumed growth at 14% MOM, as most of the impact from the COVID-19 pandemic occurred in February; and* Mainland China Credit Watch:According to management, 2% of mainland China clients have asked for a grace period (maximum of 3 months) and 1% will need to restructure repayment terms. We estimate that this would bring the mainland Chinese delinquency ratio to between 4.8%-5.0%.

* Decent 2019 Results:Chailease Holding (5871.TT) [Chailease], Taiwan’s top leasing services provider,  reported 2019 net income of NTD 15.5 bn, increasing 15.7% YOY – as lower credit costs and non-operating gains more than offset the accounting changes which negatively impact fee revenues;  * Recovering Results in March: Chailease reported preliminary revenue of NTD 4.8 bn for March 2020, up 2% YOY and 8% MOM. Taiwan, mainland China and ASEAN reported 1Q20 revenue grew by 21%, negative 8%, and 18% YOY, respectively. Mainland Chinese revenue resumed growth at 14% MOM, as most of the impact from the COVID-19 pandemic occurred in February; and* Mainland China Credit Watch:According to management, 2% of mainland China clients have asked for a grace period (maximum of 3 months) and 1% will need to restructure repayment terms. We estimate that this would bring the mainland Chinese delinquency ratio to between 4.8%-5.0%. 

Chailease Holding – Return to Growth In 1Q20

Thematic (Sector/Industry)

* European Insurers Leading Global Insurance Capital Preservation: The ebbing economic tide has significantly exposed the European financial system for what it always was - a low profit, weak capital generating, and highly geared sector which has been dangerously close to loss making for over a decade;* Solvency II Regime Not Capturing Risk:The Corona Crisis and monetary/fiscal response have created a perfect storm for insurers with negative risk-free rates and the spike in credit spreads well above 2008 GFC peak is a harbinger of investment default. The usefulness of Solvency II is being tested as ratios are supported by an Ultimate Forward Rate (UFR) which is increasingly at odds with economic reality, while the Volatility Adjustment (VA) is producing a perverse increase in headline ratios. The current environment introduces third party concerns with ratings agencies, credit defaults, and counterparties. Insurers can exhibit solvency ratio increases if corporate credit spreads rise; and  * Asia-Pacific Insurer Solidarity With Western Peer Likely: Global investors should understand the notion of solidarity in time of financial crisis. Europe’s bank and insurance regulator has each called for widespread dividend deferrals/eliminations of its financial institutions. We also fully anticipate solidarity amongst the Asia-Pacific financials with their Western peer. Whilst many of the Asia-Pacific insurers have already adopted some form of the European Solvency II regime, many have also purchased USD-denominated assets in their desperate search for yield in this low/negative rate environment where the impact of credit default and ratings agency downgrades on their investment portfolios is likely to be outsized and challenge capital ratios. We anticipate similar actions with the Asia-Pacific insurers - particularly in Japan, Australia, Taiwan, and South Korea.

* European Insurers Leading Global Insurance Capital Preservation: The ebbing economic tide has significantly exposed the European financial system for what it always was - a low profit, weak capital generating, and highly geared sector which has been dangerously close to loss making for over a decade;* Solvency II Regime Not Capturing Risk:The Corona Crisis and monetary/fiscal response have created a perfect storm for insurers with negative risk-free rates and the spike in credit spreads well above 2008 GFC peak is a harbinger of investment default. The usefulness of Solvency II is being tested as ratios are supported by an Ultimate Forward Rate (UFR) which is increasingly at odds with economic reality, while the Volatility Adjustment (VA) is producing a perverse increase in headline ratios. The current environment introduces third party concerns with ratings agencies, credit defaults, and counterparties. Insurers can exhibit solvency ratio increases if corporate credit spreads rise; and  * Asia-Pacific Insurer Solidarity With Western Peer Likely: Global investors should understand the notion of solidarity in time of financial crisis. Europe’s bank and insurance regulator has each called for widespread dividend deferrals/eliminations of its financial institutions. We also fully anticipate solidarity amongst the Asia-Pacific financials with their Western peer. Whilst many of the Asia-Pacific insurers have already adopted some form of the European Solvency II regime, many have also purchased USD-denominated assets in their desperate search for yield in this low/negative rate environment where the impact of credit default and ratings agency downgrades on their investment portfolios is likely to be outsized and challenge capital ratios. We anticipate similar actions with the Asia-Pacific insurers - particularly in Japan, Australia, Taiwan, and South Korea. 

Taiwan

Fubon Financial Holding Co., Ltd. is a financial holding company, formed through the merger of Fubon Insurance, Fubon Securities, Fubon Commercial Bank, and Fubon Life Assurance.

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Fubon Financial Holding Co (2881 TT)

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Thomas J. Monaco

Asian Insurers - Mea EIOPA

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Thomas J. Monaco

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