Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Back on the 15 January, <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a> made a <a href="https://links.sgx.com/FileOpen/Offer%20Announcement.ashx?App=Announcement&amp;FileID=645181" target="_blank" rel="noopener">voluntary conditional cash Offer</a> for 70.84%-held <a href="https://www.smartkarma.com/entities/gl-ltd" target="_blank" data-smartkarma-citation="entities:2540:1" rel="noopener">GL Ltd (GLL SP)</a>. The Offer Price of S$0.70/share was a 25% premium to last close and 0.73x P/NAV. The Offer carried an acceptance condition of 90%, including Guoco's stake, which could be reduced to 50%. </p>
<p>It was a lacklustre Offer. The IFA agreed in the <a href="https://links.sgx.com/FileOpen/Revised_Offeree_Circular.ashx?App=Announcement&amp;FileID=648639" target="_blank" rel="noopener">Circular</a>, and said the Offer was not fair; but still opined it was reasonable. The Securities Investors Association (Singapore) (SIAS) <a href="https://sias.org.sg/latest-updates/letter-to-guocoleisure-holdings-limited-appeal-on-behalf-of-minority-shareholders-of-gl-limited/" target="_blank" rel="noopener">chimed in</a>, saying it thought the Offer was low-balled.</p>
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<p>Historically, Guoco have had a tendency to be frugal in their privatisation Offers. In its 2005 attempt to take GLL private back in 2005, it <em>did</em> bump its Offer to $1.25/share from S$1.20.</p>
<h3>The New News</h3>
<p>Guoco has now <a href="https://links.sgx.com/FileOpen/Dealings%20Disclosure%20and%20Revision%20of%20Offer%20Price%20Announcement.ashx?App=Announcement&amp;FileID=651983" target="_blank" rel="noopener">bumped the Offer</a> by 14.3% to S$0.80/share. The Offer consideration is final and the Offer declared unconditional in all respects.</p>
<p>Guoco has 83.4% in the bag, including its own 72.96% stake. The revised Offer terms fall outside the fair value range from the IFA, but there's probably enough here to test the 90% acceptance level, and afford Guoco the right to compulsory acquire shares. </p>
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<p>As always, more below the fold.</p>
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Back on the 15 January, Guoco Group Ltd (53 HK) made a voluntary conditional cash Offer for 70.84%-held GL Ltd (GLL SP). The Offer Price of S$0.70/share was a 25% premium to last close and 0.73x P/NAV. The Offer carried an acceptance condition of 90%, including Guoco's stake, which could be reduced to 50%. 
It was a lacklustre Offer. The IFA agreed in the Circular, and said the Offer was not fair; but still opined it was reasonable. The Securities Investors Association (Singapore) (SIAS) chimed in, saying it thought the Offer was low-balled.

Historically, Guoco have had a tendency to be frugal in their privatisation Offers. In its 2005 attempt to take GLL private back in 2005, it did bump its Offer to $1.25/share from S$1.20.
The New News
Guoco has now bumped the Offer by 14.3% to S$0.80/share. The Offer consideration is final and the Offer declared unconditional in all respects.
Guoco has 83.4% in the bag, including its own 72.96% stake. The revised Offer terms fall outside the fair value range from the IFA, but there's probably enough here to test the 90% acceptance level, and afford Guoco the right to compulsory acquire shares. 

As always, more below the fold.














GL Limited: Guoco Bumps & Declares Offer Unconditional

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<p>On the 15 January, <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a> made a <a href="https://links.sgx.com/FileOpen/Offer%20Announcement.ashx?App=Announcement&amp;FileID=645181" target="_blank" rel="noopener">voluntary conditional cash Offer</a> for 70.84%-held <a href="https://www.smartkarma.com/entities/gl-ltd" target="_blank" data-smartkarma-citation="entities:2540:1" rel="noopener">GL Ltd (GLL SP)</a>. The Offer Price of S$0.70/share was a 25% premium to last close and 0.73x P/NAV. The acceptance condition is 90%, including Guoco's stake, although Guoco reserves the right to reduce this to 50%. Save for the acceptance condition, the Offer is unconditional in all other respects.</p>
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<p>This was an underwhelming Offer from the outset, pitching GLL at a level below the COVID drop-off in Feb/March last year. In the <a href="https://links.sgx.com/FileOpen/Revised_Offeree_Circular.ashx?App=Announcement&amp;FileID=648639" target="_blank" rel="noopener">Circular</a>, the IFA agreed and said the Offer was not fair; but hedged its opinion, calling it reasonable. </p>
<p>The <a href="https://sias.org.sg/" target="_blank" data-ved="2ahUKEwjTwoy_vo7vAhXyxosBHROlAVsQFjAAegQIEhAD" rel="noopener"></a>Securities Investors Association (Singapore) (SIAS) has <a href="https://sias.org.sg/latest-updates/letter-to-guocoleisure-holdings-limited-appeal-on-behalf-of-minority-shareholders-of-gl-limited/" target="_blank" rel="noopener">joined the fray</a>, and is also less than enthusiastic with the Offer terms. But how much clout does SIAS have in Singaporean deals?</p>
<p>Shares have closed at or through terms every day since the Offer was announced.</p>
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<p>As always, more below the fold.</p>
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On the 15 January, Guoco Group Ltd (53 HK) made a voluntary conditional cash Offer for 70.84%-held GL Ltd (GLL SP). The Offer Price of S$0.70/share was a 25% premium to last close and 0.73x P/NAV. The acceptance condition is 90%, including Guoco's stake, although Guoco reserves the right to reduce this to 50%. Save for the acceptance condition, the Offer is unconditional in all other respects.


This was an underwhelming Offer from the outset, pitching GLL at a level below the COVID drop-off in Feb/March last year. In the Circular, the IFA agreed and said the Offer was not fair; but hedged its opinion, calling it reasonable. 
The Securities Investors Association (Singapore) (SIAS) has joined the fray, and is also less than enthusiastic with the Offer terms. But how much clout does SIAS have in Singaporean deals?
Shares have closed at or through terms every day since the Offer was announced.


As always, more below the fold.











SIAS Questions GL Limited's Offer: More Bark Than Bite

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.

<p><a href="https://www.smartkarma.com/entities/gl-ltd" target="_blank" data-smartkarma-citation="entities:2540:1" rel="noopener">GL Ltd (GLL SP)</a> is an investment holding company with a core business in UK hotel management and operations. On Friday, GL announced a voluntary unconditional cash offer of S$0.70 per share from a wholly-owned subsidiary of <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a>. The offer price of S$0.70 per share is a 25.0% premium to the last trading price of S$0.56 per share (14 January). </p><p>The minimum acceptance condition is the offeror and concert parties hold not less than 90% of the voting rights. GuocoLeisure Assets, which represents 70.84% of outstanding shares, has provided an irrecovable to accept the offer. The minimum acceptance condition can be reduced to more than 50% or waived, subject to the consent of the Securities Industry Council.</p><div class="content-highlight"><p>The modest premium to historical long-term multiples and share prices is unlikely to excite long-term shareholders. The offer price is largely designed to appeal to shareholders looking for a respite from the uncertain prospects of the hotels business due to the COVID-19 outbreak and Brexit. Overall, with the leeway on adjusting the minimum acceptance condition, we think that the bid has a good chance of succeeding. </p></div>

GL Ltd (GLL SP) is an investment holding company with a core business in UK hotel management and operations. On Friday, GL announced a voluntary unconditional cash offer of S$0.70 per share from a wholly-owned subsidiary of Guoco Group Ltd (53 HK). The offer price of S$0.70 per share is a 25.0% premium to the last trading price of S$0.56 per share (14 January). The minimum acceptance condition is the offeror and concert parties hold not less than 90% of the voting rights. GuocoLeisure Assets, which represents 70.84% of outstanding shares, has provided an irrecovable to accept the offer. The minimum acceptance condition can be reduced to more than 50% or waived, subject to the consent of the Securities Industry Council.The modest premium to historical long-term multiples and share prices is unlikely to excite long-term shareholders. The offer price is largely designed to appeal to shareholders looking for a respite from the uncertain prospects of the hotels business due to the COVID-19 outbreak and Brexit. Overall, with the leeway on adjusting the minimum acceptance condition, we think that the bid has a good chance of succeeding. 

GL Limited’s Voluntary Unconditional Offer by Guoco Group

<p><a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a> has made a <a href="https://links.sgx.com/FileOpen/Offer%20Announcement.ashx?App=Announcement&amp;FileID=645181" target="_blank" rel="noopener">voluntary conditional cash Offer</a> for 70.84%-held <a href="https://www.smartkarma.com/entities/gl-ltd" target="_blank" data-smartkarma-citation="entities:2540:1" rel="noopener">GL Ltd (GLL SP)</a>.</p>
<p>The Offer Price of S$0.70/share is a 25% premium to last close and 0.73x P/NAV. The acceptance condition is 90%, including Guoco's stake, although Guoco reserves the right to reduce this to 50%. Save for the acceptance condition, the Offer is unconditional in all other respects.</p>
<p>This appears a relatively listless Offer premium, pitching GLL at a level below the COVID drop-off in Feb/March last year.</p>
<p>Of greater interest is whether this privatisation attempt is an interim step to reloading (another) take-private Offer for Guoco.</p>
<p>As always, more below the fold.</p>

Guoco Group Ltd (53 HK) has made a voluntary conditional cash Offer for 70.84%-held GL Ltd (GLL SP).
The Offer Price of S$0.70/share is a 25% premium to last close and 0.73x P/NAV. The acceptance condition is 90%, including Guoco's stake, although Guoco reserves the right to reduce this to 50%. Save for the acceptance condition, the Offer is unconditional in all other respects.
This appears a relatively listless Offer premium, pitching GLL at a level below the COVID drop-off in Feb/March last year.
Of greater interest is whether this privatisation attempt is an interim step to reloading (another) take-private Offer for Guoco.
As always, more below the fold.

GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco

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<p>This week in StubWorld ...</p>
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<p>With a little over 12 months having elapsed since the most recent failed privatization, <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a> is nudging those 2018 highs having gained 29% YTD. Guoline is now free to relaunch an Offer, should it choose to do so.</p>
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<p>Preceding my comments on Guoco are the weekly setup/unwind tables for Asia-Pacific Holdcos.</p>
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<p>These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold - the $ value of the holding/opco held, over the parent’s market capitalisation, expressed in percent - of at least 20%.</p>
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<p><em>For much more in-depth coverage of M&amp;A Rules, Regulations, Practices, and Protocols in Hong Kong, please refer to <a href="https://skr.ma/7bVPk" target="_blank" data-smartkarma-citation="insights:29174" rel="noopener">Quiddity Hong Kong M&amp;A Guide 2019</a>. </em></p>
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This week in StubWorld ...




With a little over 12 months having elapsed since the most recent failed privatization, Guoco Group Ltd (53 HK) is nudging those 2018 highs having gained 29% YTD. Guoline is now free to relaunch an Offer, should it choose to do so.




Preceding my comments on Guoco are the weekly setup/unwind tables for Asia-Pacific Holdcos.


These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold - the $ value of the holding/opco held, over the parent’s market capitalisation, expressed in percent - of at least 20%.

For much more in-depth coverage of M&amp;A Rules, Regulations, Practices, and Protocols in Hong Kong, please refer to Quiddity Hong Kong M&amp;A Guide 2019. 


StubWorld: Guoco Re-Tests 2018 Privatisation Highs

Singapore

GL Limited is an investment holding company primarily focused on the hospitality and leisure industry, with significant operations in hotel ownership and management in the United Kingdom. The company also holds interests in oil and gas royalty rights in Australia and property development in Hawaii and London. GL Limited is headquartered in Singapore and was founded in 1961.

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GL (GLL SP)

GL Limited: Guoco Bumps & Declares Offer Unconditional

This will trade tight to, if not to terms. This is a done deal. If this trades a spread or two below terms, get involved. I still like Guoco here,...

David Blennerhassett

SIAS Questions GL Limited's Offer: More Bark Than Bite

The SIAS raises many valid points. GLL looks cheap and why it trades through terms. I like Guoco here, as it trades around a one-year discount to...

David Blennerhassett

GL Limited’s Voluntary Unconditional Offer by Guoco Group

GL announced a voluntary unconditional cash offer of S$0.70 per share from Guoco Group. With the leeway on adjusting the minimum acceptance...

Arun George

GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco

Pick up Guoco here, on the expectation this take-private approach for GLL is a precursor to a new Offer being tabled, or simply on the basis Guoco...

David Blennerhassett

StubWorld: Guoco Re-Tests 2018 Privatisation Highs

This week in StubWorld ... With a little over 12 months having elapsed since the most recent failed privatization, Guoco Group Ltd (53 HK) is...

David Blennerhassett

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