Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Chu Yuet Wah is Offering to take <strong><a href="https://www.smartkarma.com/entities/kingston-financial-group-ltd" target="_blank" data-smartkarma-citation="entities:3566:1" rel="noopener">Kingston Financial (1031 HK)</a></strong> private by way of a Scheme at HK$0.30/share.</li>
<li>The Cancellation price is a 47.78% premium to last close. It will not be increased. </li>
<li>Disinterested shareholders  comprise 25.073% of shares out, therefore a blocking stake at the Scheme meeting is 2.5073%. The headcount test also applies. </li>
</ul>


Chu Yuet Wah is Offering to take Kingston Financial (1031 HK) private by way of a Scheme at HK$0.30/share.
The Cancellation price is a 47.78% premium to last close. It will not be increased. 
Disinterested shareholders  comprise 25.073% of shares out, therefore a blocking stake at the Scheme meeting is 2.5073%. The headcount test also applies. 


Kingston Financial (1031 HK): Chu's Scheme At HK$0.30/Share

Last Week in Event SPACE:  Swire, Hitachi Metal, Jardine, Softbank, Bingo, Japan Asia, Mainstream

<div>
<p>On the 17 January, property developer <a href="https://www.smartkarma.com/entities/hkc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:14707:1" rel="noopener">HKC Holdings (190 HK)</a>  <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0117/2021011700005.pdf" target="_blank" rel="noopener">announced</a> a privatisation offer by way of a Scheme from the controlling Oei family. The offer price of $8/share was a 120.39% premium to last close and around an eight-year high. An interim dividend of HK$0.13/share was also declared and would NOT be deducted from the cancellation price. </p>
</div>
<div>
<p>The Scheme Document was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0331/2021033101856.pdf" target="_blank" rel="noopener">despatched</a> on the 31 March. The IFA said "fair &amp; reasonable". At the Scheme Meeting on the 23 April, disinterested shareholders overwhelmingly approved (99.36%) the Scheme. Done &amp; dusted.</p>
</div>
<p><strong><em>But wait .....</em></strong></p>
<p>In the HKEx <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0423/2021042302469.pdf" target="_blank" rel="noopener">announcement</a> detailing the results of the Meeting, HKC also states:</p>
<blockquote>
<p>The directions Order of the Bermuda Court dated 25 March 2021 provided that the presence, in person or by proxy, of the holders of a majority of voting power in respect of the shares issued and entitled to vote at the Court Meeting shall constitute a quorum for the conduct of business at the Court Meeting (‘‘Quorum Requirement’’). Given the number of Disinterested Scheme Shareholders who voted in person or by proxy at the Court Meeting may not comply with the Quorum Requirement, the Company has asked its Bermuda legal advisers to forthwith seek directions from the Court with respect to the convention and the validity of the results of the Court Meeting.</p>
</blockquote>
<p>There is no mention of a quorum condition to the Scheme in the Scheme Document. </p>
<p>HKC was supposed to trade yesterday, but shares were suspended ahead of the open.</p>
<p>Is this new information a deal-breaker?</p>


On the 17 January, property developer HKC Holdings (190 HK)  announced a privatisation offer by way of a Scheme from the controlling Oei family. The offer price of $8/share was a 120.39% premium to last close and around an eight-year high. An interim dividend of HK$0.13/share was also declared and would NOT be deducted from the cancellation price. 


The Scheme Document was despatched on the 31 March. The IFA said "fair &amp; reasonable". At the Scheme Meeting on the 23 April, disinterested shareholders overwhelmingly approved (99.36%) the Scheme. Done &amp; dusted.

But wait .....
In the HKEx announcement detailing the results of the Meeting, HKC also states:

The directions Order of the Bermuda Court dated 25 March 2021 provided that the presence, in person or by proxy, of the holders of a majority of voting power in respect of the shares issued and entitled to vote at the Court Meeting shall constitute a quorum for the conduct of business at the Court Meeting (‘‘Quorum Requirement’’). Given the number of Disinterested Scheme Shareholders who voted in person or by proxy at the Court Meeting may not comply with the Quorum Requirement, the Company has asked its Bermuda legal advisers to forthwith seek directions from the Court with respect to the convention and the validity of the results of the Court Meeting.

There is no mention of a quorum condition to the Scheme in the Scheme Document. 
HKC was supposed to trade yesterday, but shares were suspended ahead of the open.
Is this new information a deal-breaker?

<p>When both <a href="https://www.smartkarma.com/entities/china-renewable-energy-inves" target="_blank" data-smartkarma-citation="entities:14033:1" rel="noopener">China Renewable Energy Investment (987 HK)</a> and <a href="https://www.smartkarma.com/entities/hkc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:14707:1" rel="noopener">Hkc Holdings (190 HK)</a> were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300128.pdf" target="_blank" rel="noopener">suspended</a> last week <em>pursuant to the Hong Kong Code on Takeovers and Mergers</em>, my expectation in <em><a href="https://skr.ma/DRfv2" target="_blank" rel="noopener">China Renewable Energy (987 HK): Possible Privatisation Offer</a></em>, was that HKC would privatize 56%-held China Renewables.  Not to be.</p>
<p>Last night,(mainly) PRC property developer HKC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0117/2021011700005.pdf" target="_blank" rel="noopener">announced</a> a privatisation offer by way of a Scheme from the controlling Oei family. The offer price of $8/share is a 120.39% premium to last close and around an eight-year high. The Offer price will not be increased.</p>
<p>An interim dividend of HK$0.13/share has been declared and will NOT be deducted from the cancellation price. </p>
<div>
<p>Key Scheme conditions include at least 75% of Disinterested Shares voting FOR &amp; not more than 10% of the votes attached to ALL the Disinterested Shares against.</p>
<p>Disinterested Scheme shares total 117.16mn or 22.93% of shares out, therefore the blocking stake at the court meeting will be 2.293%. No single shareholder has such a stake.</p>
</div>
<div>
<p>The headcount test applies as HKC is Bermuda incorporated. </p>
<p>This looks done.</p>
</div>
<p>As always, more below the fold. </p>

When both China Renewable Energy Investment (987 HK) and Hkc Holdings (190 HK) were suspended last week pursuant to the Hong Kong Code on Takeovers and Mergers, my expectation in China Renewable Energy (987 HK): Possible Privatisation Offer, was that HKC would privatize 56%-held China Renewables.  Not to be.
Last night,(mainly) PRC property developer HKC announced a privatisation offer by way of a Scheme from the controlling Oei family. The offer price of $8/share is a 120.39% premium to last close and around an eight-year high. The Offer price will not be increased.
An interim dividend of HK$0.13/share has been declared and will NOT be deducted from the cancellation price. 

Key Scheme conditions include at least 75% of Disinterested Shares voting FOR &amp; not more than 10% of the votes attached to ALL the Disinterested Shares against.
Disinterested Scheme shares total 117.16mn or 22.93% of shares out, therefore the blocking stake at the court meeting will be 2.293%. No single shareholder has such a stake.


The headcount test applies as HKC is Bermuda incorporated. 
This looks done.

As always, more below the fold. 

HKC (190 HK): Take-Private Offer By Way Of A Scheme

China Renewable Energy Investment / Event-Driven

China Renewable Energy Investment (987 HK)

<div>
<p><a href="https://www.smartkarma.com/entities/china-renewable-energy-inves" target="_blank" data-smartkarma-citation="entities:14033:1" rel="noopener">China Renewable Energy Investment (987 HK)</a> is a micro-cap clean energy play in China.</p>
<p>Last April, 55.66% of issued shares moved within CCASS, from HSBC into BEA. This is <a href="https://www.smartkarma.com/entities/hkc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:14707:1" rel="noopener">Hkc Holdings (190 HK)</a>'s stake.</p>
<p>The movement may simply have been an administrative matter. But given the flurry of M&amp;A activity in the PRC renewable energy space, it was worth speculating on the matter.</p>
<p>Both <a href="https://www.smartkarma.com/entities/china-renewable-energy-inves" target="_blank" data-smartkarma-citation="entities:14033:1" rel="noopener">China Renewable Energy Investment (987 HK)</a> and <a href="https://www.smartkarma.com/entities/hkc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:14707:1" rel="noopener">Hkc Holdings (190 HK)</a> are now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300128.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Hong Kong Code on Takeovers and Mergers.</p>
<p>Should an Offer be tabled, this would be the fifth Hong Kong-listed, clean-energy company subject to a privatisation or change of control in the last two years - and seventh in which interested parties have been circling.</p>
<p>As always, more below the fold.</p>
</div>
<div>
<p></p>
</div>


China Renewable Energy Investment (987 HK) is a micro-cap clean energy play in China.
Last April, 55.66% of issued shares moved within CCASS, from HSBC into BEA. This is Hkc Holdings (190 HK)'s stake.
The movement may simply have been an administrative matter. But given the flurry of M&amp;A activity in the PRC renewable energy space, it was worth speculating on the matter.
Both China Renewable Energy Investment (987 HK) and Hkc Holdings (190 HK) are now suspended pursuant to the Hong Kong Code on Takeovers and Mergers.
Should an Offer be tabled, this would be the fifth Hong Kong-listed, clean-energy company subject to a privatisation or change of control in the last two years - and seventh in which interested parties have been circling.
As always, more below the fold.





China Renewable Energy (987 HK): Possible Privatisation Offer

Hong Kong

HKC (Holdings) Limited is an investment holding company primarily engaged in property development and investment activities, focusing on commercial properties in major cities across the PRC. The company also develops wind farms through its subsidiary, China Renewable Energy Investment Limited. HKC was founded in 1973 and is headquartered in Tsim Sha Tsui, Hong Kong.

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HKC (190 HK)

Last Week in Event SPACE: Swire, Hitachi Metal, Jardine, Softbank, Bingo, Japan Asia, Mainstream

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

HKC Holdings (190 HK): Quorum Quibbles

This order is not a statutory requirement but one imposed by the judge, arguably the directive smacks of "legislating from the bench". Presumably,...

David Blennerhassett

HKC (190 HK): Take-Private Offer By Way Of A Scheme

0.3x P.B is a steal. Yet HKC has perenially traded at a large discount to book. This deal looks done. I'd buy here - $7.56 - around a 7.5%/26.2%...

David Blennerhassett

China Renewable Energy (987 HK): Possible Privatisation Offer

Shares are suspended. I think an Offer needs to be pitched closer to $0.30/share, around a four-year high, and a premium to last close in line with...

David Blennerhassett

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52-week Range

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Kingston Financial (1031 HK): Chu's Scheme At HK$0.30/Share

There's is probably enough here for the deal to get up. Kingston is essentially Chu's play thing for margin financing. Shares are illiquid. Bid up...

David Blennerhassett

Last Week in Event SPACE: Swire, Hitachi Metal, Jardine, Softbank, Bingo, Japan Asia, Mainstream

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

HKC Holdings (190 HK): Quorum Quibbles

This order is not a statutory requirement but one imposed by the judge, arguably the directive smacks of "legislating from the bench". Presumably,...

David Blennerhassett

HKC (190 HK): Take-Private Offer By Way Of A Scheme

0.3x P.B is a steal. Yet HKC has perenially traded at a large discount to book. This deal looks done. I'd buy here - $7.56 - around a 7.5%/26.2%...

David Blennerhassett

China Renewable Energy (987 HK): Possible Privatisation Offer

Shares are suspended. I think an Offer needs to be pitched closer to $0.30/share, around a four-year high, and a premium to last close in line with...

David Blennerhassett