Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: Sing Air, JD Logistics, China Mobile, Angang/Bengang, Link Admin, Xiaomi

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Index Rebalance

S&amp;P Dow Jones Indices will announce changes to the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a> as part of the June index review on 11 June and the changes will be effective after the close of trading on 18 June.Today is the review cut-off date but with a 6 month averaging process we do not see one day of trading data making too much of a change in the forecast inclusions and exclusions.We see <a href="https://www.smartkarma.com/entities/orocobre-ltd" target="_blank" data-smartkarma-citation="entities:3572:1" rel="noopener">Orocobre Ltd (ORE AU)</a>, <a href="https://www.smartkarma.com/entities/chalice-gold-mines-ltd" target="_blank" data-smartkarma-citation="entities:20193:1" rel="noopener">Chalice Gold Mines (CHN AU)</a> and <a href="https://www.smartkarma.com/entities/de-grey-mining-ltd" target="_blank" data-smartkarma-citation="entities:6192:1" rel="noopener">De Grey Mining (DEG AU)</a> as potential inclusions in the index replacing <a href="https://www.smartkarma.com/entities/resolute-mining-ltd" target="_blank" data-smartkarma-citation="entities:1960:1" rel="noopener">Resolute Mining (RSG AU)</a>, <a href="https://www.smartkarma.com/entities/austal-ltd" target="_blank" data-smartkarma-citation="entities:14420:1" rel="noopener">Austal Ltd (ASB AU)</a> and <a href="https://www.smartkarma.com/entities/perenti-global-ltd" target="_blank" data-smartkarma-citation="entities:20505:1" rel="noopener">Perenti Global (PRN AU)</a>.<a href="https://www.smartkarma.com/entities/amalgamated-holdings-ltd" target="_blank" data-smartkarma-citation="entities:20978:1" rel="noopener">Event Hospitality and Entertainment (EVT AU)</a> is a low probability add while the corresponding deletion is <a href="https://www.smartkarma.com/entities/g8-education-ltd" target="_blank" data-smartkarma-citation="entities:581:1" rel="noopener">G8 Education (GEM AU)</a>.There is a large impact on the forecast adds and deletes but a lot of the stocks have moved significantly in the last couple of months.Short interest on the forecast inclusions has been dropping of late while the short interest on the forecast deletions has been increasing steadily

S&amp;P Dow Jones Indices will announce changes to the S&amp;P/ASX 200 (AS51 INDEX) as part of the June index review on 11 June and the changes will be effective after the close of trading on 18 June.Today is the review cut-off date but with a 6 month averaging process we do not see one day of trading data making too much of a change in the forecast inclusions and exclusions.We see Orocobre Ltd (ORE AU), Chalice Gold Mines (CHN AU) and De Grey Mining (DEG AU) as potential inclusions in the index replacing Resolute Mining (RSG AU), Austal Ltd (ASB AU) and Perenti Global (PRN AU).Event Hospitality and Entertainment (EVT AU) is a low probability add while the corresponding deletion is G8 Education (GEM AU).There is a large impact on the forecast adds and deletes but a lot of the stocks have moved significantly in the last couple of months.Short interest on the forecast inclusions has been dropping of late while the short interest on the forecast deletions has been increasing steadily

ASX200 Index Rebalance Preview: Gold Miners Shining

Last Week in Event SPACE: Tokyo Dome, ESR/Sabana, NTT Docomo, Evergrande, LG Corp, China Resources

Index Rebal/Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal/Special Situations

Previously, on 16 November, Australia-based Childcare company <a href="https://www.smartkarma.com/entities/think-childcare-ltd" target="_blank" data-smartkarma-citation="entities:18899:1" rel="noopener">Think Childcare (TNK AU)</a> ("TNK") announced they had received a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02308970-3A555430?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Non-binding Indicative Proposal</a> from the PE arm of Australian investments firm <a href="https://www.alceon.com.au/" target="_blank" rel="noopener">Alceon Group</a>. The Offer Price was A$1.35/share and the form of consideration was expected to be either cash or a combination of cash and shares in an unlisted newly-formed entity. In my insight <a href="https://www.smartkarma.com/insights/think-childcare-tnk-au-takeover-proposal-from-alceon-group-seems-light" target="_blank" data-smartkarma-citation="insights:45429" rel="noopener">Think Childcare (TNK AU) : Takeover Proposal From Alceon Group Seems Light</a>, I concluded the Offer Price of A$1.35 seemed light on a growth-adjusted basis and when compared against the valuations of other local and global peers.  Today, before the market opened, <a href="https://www.smartkarma.com/entities/think-childcare-ltd" target="_blank" data-smartkarma-citation="entities:18899:1" rel="noopener">Think Childcare (TNK AU)</a> announced that they had received an "unsolicited, conditional, non-binding all cash proposal" from unlisted peer Busy Bees Early Learning Australia Pty Ltd at an Offer Price of A$1.75/share, which is ~30% higher than Alceon's proposal.<div>More below the fold. </div><hr><div><div class="content-remarks">For more information about M&amp;A rules, regulations, and practices in Australia, please refer to <a href="https://www.smartkarma.com/insights/quiddity-australia-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:30118" rel="noopener">Quiddity Australia M&amp;A Guide 2019</a> and <a href="https://www.smartkarma.com/insights/quiddity-m-a-australia-foreign-investment-reforms" target="_blank" data-smartkarma-citation="insights:40210" rel="noopener">Quiddity M&amp;A: Australia Foreign Investment Reforms</a> </div></div>

Previously, on 16 November, Australia-based Childcare company Think Childcare (TNK AU) ("TNK") announced they had received a Non-binding Indicative Proposal from the PE arm of Australian investments firm Alceon Group. The Offer Price was A$1.35/share and the form of consideration was expected to be either cash or a combination of cash and shares in an unlisted newly-formed entity. In my insight Think Childcare (TNK AU) : Takeover Proposal From Alceon Group Seems Light, I concluded the Offer Price of A$1.35 seemed light on a growth-adjusted basis and when compared against the valuations of other local and global peers.  Today, before the market opened, Think Childcare (TNK AU) announced that they had received an "unsolicited, conditional, non-binding all cash proposal" from unlisted peer Busy Bees Early Learning Australia Pty Ltd at an Offer Price of A$1.75/share, which is ~30% higher than Alceon's proposal.More below the fold. For more information about M&amp;A rules, regulations, and practices in Australia, please refer to Quiddity Australia M&amp;A Guide 2019 and Quiddity M&amp;A: Australia Foreign Investment Reforms 

Think Childcare (TNK AU): Competitive Bid by Busy Bees

Travis Lundy

After 6 months of haggling and due diligence, debt negotiation, and structuring, global education company <a href="https://www.smartkarma.com/entities/1099" target="_blank" data-smartkarma-citation="entities:1099:1">Navitas Ltd (NVT AU)</a> has now signed a Board-recommended Scheme Implementation Deed with a consortium led by Australian Private Equity firm BGH Capital consortium which includes Navitas Founder Rod Jones (also the largest holder at 13%) and AustralianSuper.The agreed Scheme Price of A$5.825 is a 6% uplift from the original A$5.50 offered in the preliminary, indicative, non-binding offer announced on 10 October 2018 and a 34% premium to the undisturbed price of 9 October 2018 of A$4.35/share.This history is that the consortium came in at A$5.50 (plus another cash+RollCo scrip offer), a month or so later the company effectively rejected it by not allowing the consortium to do due diligence after management lifted earnings guidance. This upset a number of shareholders. In November the share price ranged from A$4.95-5.25 or so and Chairman Tracey Horton got only 51% support at the AGM that month. The shares fell briefly below A$4.70 in early January this year before BGH came back in mid-January with a "revised indicative <a href="https://www.asx.com.au/asxpdf/20190115/pdf/441vygmxd30ws7.pdf" target="_blank">offer</a>" of A$5.825 whereupon the shares bounced from about A$4.90 to about A$5.50 then climbed to A$5.60+ on 10mm shares volume in 3 days. <figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/082/780/original/Screenshot%202019-03-21%20at%2011.23.32%20PM.png?1553181826" class="editor-image img-responsive" data-smartkarma-image-id="82780"></figure>The shares hovered around A$5.58-5.62 for 6-7 weeks until the beginning of March, briefly traded into the A$5.70s, and then traded back down the last few days this week to the A$5.59-5.63 area.On Thursday 21 March the shares were halted for the day, StreetTalk had an article about the deal being imminent, and late in the afternoon, the BGH SID was announced. Now we start the official process. The Scheme document is expected to be dispatched in May 2019 with a deal completed by end-June or early July. I expect this deal gets up.

After 6 months of haggling and due diligence, debt negotiation, and structuring, global education company Navitas Ltd (NVT AU) has now signed a Board-recommended Scheme Implementation Deed with a consortium led by Australian Private Equity firm BGH Capital consortium which includes Navitas Founder Rod Jones (also the largest holder at 13%) and AustralianSuper.The agreed Scheme Price of A$5.825 is a 6% uplift from the original A$5.50 offered in the preliminary, indicative, non-binding offer announced on 10 October 2018 and a 34% premium to the undisturbed price of 9 October 2018 of A$4.35/share.This history is that the consortium came in at A$5.50 (plus another cash+RollCo scrip offer), a month or so later the company effectively rejected it by not allowing the consortium to do due diligence after management lifted earnings guidance. This upset a number of shareholders. In November the share price ranged from A$4.95-5.25 or so and Chairman Tracey Horton got only 51% support at the AGM that month. The shares fell briefly below A$4.70 in early January this year before BGH came back in mid-January with a "revised indicative offer" of A$5.825 whereupon the shares bounced from about A$4.90 to about A$5.50 then climbed to A$5.60+ on 10mm shares volume in 3 days. The shares hovered around A$5.58-5.62 for 6-7 weeks until the beginning of March, briefly traded into the A$5.70s, and then traded back down the last few days this week to the A$5.59-5.63 area.On Thursday 21 March the shares were halted for the day, StreetTalk had an article about the deal being imminent, and late in the afternoon, the BGH SID was announced. Now we start the official process. The Scheme document is expected to be dispatched in May 2019 with a deal completed by end-June or early July. I expect this deal gets up.

Australia

G8 Education Limited provides community-focused child care for families to foster their child's development.  The Company also conducts a range of child care services that includes child care centers acquisition, child care centers management, and industry-related project management, services and consultancy.

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G8 Education (GEM AU)

Last Week in Event SPACE: Sing Air, JD Logistics, China Mobile, Angang/Bengang, Link Admin, Xiaomi

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

ASX200 Index Rebalance Preview: Gold Miners Shining

We see 3 potential changes to the ASX200 in the June review. All inclusions/exclusions have over 3 days of ADV to trade from passive funds. Short...

Brian Freitas

Last Week in Event SPACE: Tokyo Dome, ESR/Sabana, NTT Docomo, Evergrande, LG Corp, China Resources

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Think Childcare (TNK AU): Competitive Bid by Busy Bees

Busy Bees Early Learning Australia (backed by OTPP) came over the top of Alceon's bid for Think Child Care by a whopping 30%. Alceon has 5 days to...

Janaghan Jeyakumar, CFA

Navitas Gets An Agreed Deal with BGH

After 6 months of haggling and due diligence, debt negotiation, and structuring, global education company Navitas Ltd (NVT AU) has now signed a...

Travis Lundy

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