IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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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.

Event-Driven

China VAST Industrial Urban Development / Event-Driven

China VAST Industrial Urban Development (CVI HK)

<ul>
<li>After a prolonged delay, the Cayman Islands legislative gazette <a href="https://legislation.gov.ky/cms/images/LEGISLATION/AMENDING/2022/2022-0028/CompaniesAmendmentAct2021CommencementOrder2022SL28of2022.pdf" target="_blank" rel="noopener">was published on 29 July</a>, which stated that the amended Cayman Islands Act would come into force on 31 August. </li>
<li>The Act will remove the headcount test for schemes, eliminating a layer of uncertainty for controlling shareholders wishing to privatise listed Cayman-incorporated companies.</li>
<li>In light of this development, we look at current active privatisations, past failed privatisations and rumoured transactions which stand to gain a new lease of life from this Act.</li>
</ul>


After a prolonged delay, the Cayman Islands legislative gazette was published on 29 July, which stated that the amended Cayman Islands Act would come into force on 31 August. 
The Act will remove the headcount test for schemes, eliminating a layer of uncertainty for controlling shareholders wishing to privatise listed Cayman-incorporated companies.
In light of this development, we look at current active privatisations, past failed privatisations and rumoured transactions which stand to gain a new lease of life from this Act.


The Cayman Islands to Remove the Headcount Test on 31 August

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<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. 


<ul>
<li>The amended Cayman Islands Act is yet to become law which increases the odds that the headcount test remains for <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 court meeting on 26 April. </li>
<li>Since the despatch of the scheme document, the gross spread has narrowed to 7.6% (last close). Current deal probability implies an 80% chance of success.</li>
<li>The rising deal probability negatively skews the risk/reward profile. We are hesitant to be long this trade into a scheme meeting that is too close to call.</li>
</ul>


The amended Cayman Islands Act is yet to become law which increases the odds that the headcount test remains for Razer Inc (1337 HK)'s court meeting on 26 April. 
Since the despatch of the scheme document, the gross spread has narrowed to 7.6% (last close). Current deal probability implies an 80% chance of success.
The rising deal probability negatively skews the risk/reward profile. We are hesitant to be long this trade into a scheme meeting that is too close to call.


Razer’s Offer Risk/Reward Ahead of the 26 April Scheme Meeting

<ul>
<li>China's State Administration for Market Supervision is reviewing <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 privatisation as a simple case. </li>
<li>With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. </li>
<li>Expect shares to narrow into terms at the bell tomorrow. </li>
</ul>


China's State Administration for Market Supervision is reviewing Razer Inc (1337 HK)'s privatisation as a simple case. 
With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. 
Expect shares to narrow into terms at the bell tomorrow. 


Razer (1337 HK): SAMR Takes It On In Simple Procedure

<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> has announced a pre-conditional <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1202/2021120200081.pdf" target="_blank" rel="noopener">Scheme</a> from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.</li>
<li>The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. </li>
<li>The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. </li>
</ul>



Razer Inc (1337 HK) has announced a pre-conditional Scheme from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.
The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. 
The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. 


China

Golden Throat Holdings Group Co Ltd manufactures and sells pharmaceutical, healthcare food, and other products. Its flagship product is Golden Throat Lozenges (OTC), an over-the-counter medicine designed to relieve symptoms of sore and dry throat and hoarse voice caused by acute pharyngitis. The company also offers a range of lozenge series products and other healthcare items. It was founded in 1956 and is headquartered in Liuzhou, People's Republic of China.

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Golden Throat (6896 HK)

The Cayman Islands to Remove the Headcount Test on 31 August

We expect the removal of the headcount test to stir up activity in privatisations of HKEx-listed Cayman-incorporated companies, especially in light...

Arun George

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

Razer’s Offer Risk/Reward Ahead of the 26 April Scheme Meeting

The amended Cayman Islands Act is yet to become law increasing the odds that the headcount test remains. We are hesitant to be long this trade into...

Arun George

Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

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52-week Range

Market Cap (USDm)

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The Cayman Islands to Remove the Headcount Test on 31 August

We expect the removal of the headcount test to stir up activity in privatisations of HKEx-listed Cayman-incorporated companies, especially in light...

Arun George

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

Razer’s Offer Risk/Reward Ahead of the 26 April Scheme Meeting

The amended Cayman Islands Act is yet to become law increasing the odds that the headcount test remains. We are hesitant to be long this trade into...

Arun George

Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

Razer (1337 HK): $2.82/Share Final Offer

I'd be a buyer up to $2.50/share or 13%/27% gross/annualised. That may seem wide, but given Hong Kong's M&A bloodbath this year, this seems a...

David Blennerhassett