Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On the 11th March, SOE-backed <a href="https://www.smartkarma.com/entities/cimc-vehicles-group-co-ltd" target="_blank" data-smartkarma-citation="entities:28012:1" rel="noopener">CIMC Vehicle Group Co Ltd (1839 HK)</a> announced a firm Offer at HK$7.50/H-share from its major shareholder, CIMC Group. Terms are final. </li>
<li>CIMC Group holds 74.24% of the H-shares and will abstain from voting at the H-share class meeting. 14.21% of the remaining 25.76% H-shares have given irrevocables supporting the Offer.</li>
<li>The Circular is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0326/2024032600780.pdf" target="_blank" rel="noopener">out</a>. The shareholder vote is the 18th April. Payment is the 13th May, IF unconditional on the first close. This looks done.</li>
</ul>


On the 11th March, SOE-backed CIMC Vehicle Group Co Ltd (1839 HK) announced a firm Offer at HK$7.50/H-share from its major shareholder, CIMC Group. Terms are final. 
CIMC Group holds 74.24% of the H-shares and will abstain from voting at the H-share class meeting. 14.21% of the remaining 25.76% H-shares have given irrevocables supporting the Offer.
The Circular is now out. The shareholder vote is the 18th April. Payment is the 13th May, IF unconditional on the first close. This looks done.


CIMC (1839 HK): 18th April Shareholder Vote

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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Global Equity Research Ltd

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<ul>
<li>
<a href="https://www.smartkarma.com/entities/cimc-vehicles-group-co-ltd" target="_blank" data-smartkarma-citation="entities:28012:1" rel="noopener">CIMC Vehicle Group Co Ltd (1839 HK)</a> has despatched the offer document, and the H Share HK$7.50 offer is open. The H Shareholders class vote is on 18 April.  </li>
<li>The key condition is approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection) along with a 90% minimum acceptance condition.  </li>
<li>The de-rating of peers and ongoing US investigation favours meeting the 90% threshold. However, the dire minority AGM/EGM participation rates suggest that retail apathy may derail the offer. </li>
</ul>



CIMC Vehicle Group Co Ltd (1839 HK) has despatched the offer document, and the H Share HK$7.50 offer is open. The H Shareholders class vote is on 18 April.  
The key condition is approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection) along with a 90% minimum acceptance condition.  
The de-rating of peers and ongoing US investigation favours meeting the 90% threshold. However, the dire minority AGM/EGM participation rates suggest that retail apathy may derail the offer. 


CIMC Vehicles (1839 HK): Vote on 18 April as Uncertainty Lingers on the 90% Acceptance Threshold

<ul>
<li>Back on the 28 November 2023, SOE-backed <a href="https://www.smartkarma.com/entities/cimc-vehicles-group-co-ltd" target="_blank" data-smartkarma-citation="entities:28012:1" rel="noopener">CIMC Vehicle Group Co Ltd (1839 HK)</a> announced a conditional H-share buyback at a $7.00/H-share, a paltry 8.6% premium to last close.</li>
<li>This Scheme-like Offer, with a tendering condition, secured SAFE approval late January. But last month CIMC announced a CBP investigation into the evasion of U.S. anti-dumping and countervailing duties.</li>
<li>Now CIMC has announced a firm Offer at HK$7.50/share. Terms are final. The majority of independent H-shareholders are supportive. This looks done. Possible completion late-May, early-June.</li>
</ul>


Back on the 28 November 2023, SOE-backed CIMC Vehicle Group Co Ltd (1839 HK) announced a conditional H-share buyback at a $7.00/H-share, a paltry 8.6% premium to last close.
This Scheme-like Offer, with a tendering condition, secured SAFE approval late January. But last month CIMC announced a CBP investigation into the evasion of U.S. anti-dumping and countervailing duties.
Now CIMC has announced a firm Offer at HK$7.50/share. Terms are final. The majority of independent H-shareholders are supportive. This looks done. Possible completion late-May, early-June.


<ul>
<li>
<a href="https://www.smartkarma.com/entities/cimc-vehicles-group-co-ltd" target="_blank" data-smartkarma-citation="entities:28012:1" rel="noopener">CIMC Vehicle Group Co Ltd (1839 HK)</a> announced the H Share buyback offer, excluding CIMC’s shares, is at HK$7.50, a 16.5% premium to the undisturbed price. The offer is final.</li>
<li>The key condition is approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection) along with a 90% minimum acceptance condition.  </li>
<li>Excluding the irrevocables, the 90% threshold requires an independent H Shareholder acceptance rate of 77.7%, which could be challenging due to a light offer. Risk/reward unfavourable. </li>
</ul>



CIMC Vehicle Group Co Ltd (1839 HK) announced the H Share buyback offer, excluding CIMC’s shares, is at HK$7.50, a 16.5% premium to the undisturbed price. The offer is final.
The key condition is approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection) along with a 90% minimum acceptance condition.  
Excluding the irrevocables, the 90% threshold requires an independent H Shareholder acceptance rate of 77.7%, which could be challenging due to a light offer. Risk/reward unfavourable. 


CIMC Vehicles (1839 HK): Min Acceptance Condition a Risk for the Final HK$7.50 Offer

<ul>
<li>There is no suggestion of precondition breach attached to <a href="https://www.smartkarma.com/entities/outsourcing-inc" target="_blank" data-smartkarma-citation="entities:7431:1" rel="noopener">Outsourcing Inc (2427 JP)</a>'s impairment losses. </li>
<li>Seven Group, now holding 71.6%, has returned to the well, and made a cash/scrip Offer for shares not owned in <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral (BLD AU)</a>, with certain tendering thresholds triggering more cash.</li>
<li>
<a href="https://www.smartkarma.com/entities/itoki-corp" target="_blank" data-smartkarma-citation="entities:18032:1" rel="noopener">Itoki Corp (7972 JP)</a>'s mega ToSTNeT-3 buyback is now done.</li>
</ul>


There is no suggestion of precondition breach attached to Outsourcing Inc (2427 JP)'s impairment losses. 
Seven Group, now holding 71.6%, has returned to the well, and made a cash/scrip Offer for shares not owned in Boral (BLD AU), with certain tendering thresholds triggering more cash.

Itoki Corp (7972 JP)'s mega ToSTNeT-3 buyback is now done.


Last Week in Event SPACE: Outsourcing, Boral, Itoki, CIMC Vehicle, Dissentient Shareholder Rights

China

Inner Mongolia Yitai Coal Co., Ltd. operates in coal mining, processing, and distribution.  Through its subsidiaries, the Company also operates in hotel management, licorice planting, pharmaceutical manufacturing, and manages roadways.

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Inner Mongolia Yitai Coal B (900948 CH)

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Trading at a gross/annualised spread of 4.9%/25.8% assuming early-May, mid-June completion. I might pay up to HK$7.30. Below that would be...

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CIMC Vehicles (1839 HK): Min Acceptance Condition a Risk for the Final HK$7.50 Offer

The 90% min acceptance condition is a key risk in the context of a light offer. Risk/reward is unfavourable as the downside (9.9% to undisturbed...

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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

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