Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jasmine-international-pcl" target="_blank" data-smartkarma-citation="entities:949:1" rel="noopener">Jasmine International PCL (JAS TB)</a>'s shareholders approved <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl-ca1a971f-2f70-4565-b1fd-dda5b533acd3" target="_blank" data-smartkarma-citation="entities:27653:1" rel="noopener">Advanced Info Service (ADVANC TB)</a> acquiring its subsidiary Triple T Broadband, and to buy 19% of <a href="https://www.smartkarma.com/entities/jasmine-broadband-internet-infrastructure-fund" target="_blank" data-smartkarma-citation="entities:86:1" rel="noopener">Jasmine Broadband (JASIF TB)</a>.</li>
<li>The deal, involving a total outlay of Bt32.4bn, remains subject to approval from JASIF unitholders and NBTC. AIS' current market cap is Bt574bn.</li>
<li>Separately, the <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">DTAC</a> / <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True</a> merger looks set to become a reality as it, ironically, does not require NBTC approval. A merger would create a duopoly and ultimately benefit AIS.</li>
</ul>



Jasmine International PCL (JAS TB)'s shareholders approved Advanced Info Service (ADVANC TB) acquiring its subsidiary Triple T Broadband, and to buy 19% of Jasmine Broadband (JASIF TB).
The deal, involving a total outlay of Bt32.4bn, remains subject to approval from JASIF unitholders and NBTC. AIS' current market cap is Bt574bn.
Separately, the DTAC / True merger looks set to become a reality as it, ironically, does not require NBTC approval. A merger would create a duopoly and ultimately benefit AIS.


Intouch: AIS' Expanding Broadband And Expected Mobile Duopoly

<ul>
<li>
<a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch Holdings (INTUCH TB)</a>'s discount to NAV is back to levels last seen in November 2021, where euphoric trading was rolling over subsequent to <a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy Development (GULF TB)</a>'s VTO.</li>
<li>Intouch's net cash increased in the 2Q22 and its look-through interim dividend payout is the highest in at least five years.</li>
<li>I'd be shorting Intouch here and buying <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a>, with a view to mean reversion of ~25% NAV discount. </li>
</ul>



Intouch Holdings (INTUCH TB)'s discount to NAV is back to levels last seen in November 2021, where euphoric trading was rolling over subsequent to Gulf Energy Development (GULF TB)'s VTO.
Intouch's net cash increased in the 2Q22 and its look-through interim dividend payout is the highest in at least five years.
I'd be shorting Intouch here and buying Advanced Info Service (ADVANC TB), with a view to mean reversion of ~25% NAV discount. 


Intouch's NAV Discount Not Supported By Higher Look-Through Payout

<ul>
<li>
<a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a> intends to acquire <a href="https://www.smartkarma.com/entities/jasmine-international-pcl" target="_blank" data-smartkarma-citation="entities:949:1" rel="noopener">Jasmine International PCL (JAS TB)</a> broadband ops (TTTBB) plus a 19% stake in <a href="https://www.smartkarma.com/entities/jasmine-broadband-internet-infrastructure-fund" target="_blank" data-smartkarma-citation="entities:86:1" rel="noopener">Jasmine Broadband Internet Infrastructure Fund (JASIF TB)</a> from JAS.</li>
<li>AIS will pay Bt 19.5bn for TTTBB and Bt 12.9bn for 19% of JASIF, or Bt 32.4bn (US$908mn) all in. The acquisition will be funded by debt.</li>
<li>The transactions, which are subject to NBTC approval, follow the ongoing regulatory process for <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True (TRUE TB)</a> / <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a>'s merger.  True is Thailand's largest broadband player. </li>
</ul>



Advanced Info Service (ADVANC TB) intends to acquire Jasmine International PCL (JAS TB) broadband ops (TTTBB) plus a 19% stake in Jasmine Broadband Internet Infrastructure Fund (JASIF TB) from JAS.
AIS will pay Bt 19.5bn for TTTBB and Bt 12.9bn for 19% of JASIF, or Bt 32.4bn (US$908mn) all in. The acquisition will be funded by debt.
The transactions, which are subject to NBTC approval, follow the ongoing regulatory process for True (TRUE TB) / Total Access Communication (DTAC TB)'s merger.  True is Thailand's largest broadband player. 


Jasmine Acquisition To Expand Advanced's Broadband Footprint

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

<ul>
<li>Various recent media reports have indicated that Singtel aims to sell 2-4% of its stake in Bharti Airtel. Singtel has officially dismissed the reports as media speculation.</li>
<li>There have been subsequent reports in the Indian media about the founder, Sunil Mittal, looking to raise around US$2bn in debt, to finance an increase in his stake in Airtel.</li>
<li>In this note, we talk about the possible deal and its implications.</li>
</ul>


Various recent media reports have indicated that Singtel aims to sell 2-4% of its stake in Bharti Airtel. Singtel has officially dismissed the reports as media speculation.
There have been subsequent reports in the Indian media about the founder, Sunil Mittal, looking to raise around US$2bn in debt, to finance an increase in his stake in Airtel.
In this note, we talk about the possible deal and its implications.


Bharti Singtel Possible Selldown/Holdco Trade - Singtel Appears to Be Ready for Cashing in US$1-2bn

<div>
On the 5 July 2021, <a href="https://www.smartkarma.com/entities/major-cineplex-group-pcl" target="_blank" data-smartkarma-citation="entities:16662:1" rel="noopener">Major Cineplex Group (MAJOR TB)</a>'s board <a href="https://major.listedcompany.com/newsroom/050720211745440725E.pdf" target="_blank" rel="noopener">approved</a> the entering of a MOU with <a href="https://www.smartkarma.com/entities/central-pattana-pcl-0b7fb113-16e1-4535-be8b-02dce5bbcd92" target="_blank" data-smartkarma-citation="entities:17188:1" rel="noopener">Central Pattana Pub (CPN TB)</a> in relation to its shares in shopping mall operator <a href="https://www.smartkarma.com/entities/siam-future-development-pcl" target="_blank" data-smartkarma-citation="entities:4373:1" rel="noopener">Siam Future Development (SF TB)</a>, at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the <a href="https://major.listedcompany.com/newsroom/060820211832280109E.pdf" target="_blank" rel="noopener">19 July</a>, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was <a href="https://major.listedcompany.com/newsroom/250820211847500685E.pdf" target="_blank" rel="noopener">entered into</a> on the 25 August with an expected completion on the 30 August. 
</div>
<div>
CPN <a href="https://www.set.or.th/set/newsdetails.do?newsId=16302807319920&amp;language=en&amp;country=US" target="_blank" rel="noopener">completed</a> the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 
</div>
<div>
The Tender Offer doc (247-4) for Siam Future was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">tabled</a> on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was <a href="https://www.set.or.th/set/pdfnews.do?newsId=16326998697600&amp;sequence=2021104947" target="_blank" rel="noopener">fair</a>. At the close of the Offer, CPN held <a href="https://www.set.or.th/set/pdfnews.do?newsId=16346869712030&amp;sequence=2021112797" target="_blank" rel="noopener">96.24%</a>. 
</div>
There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's <a href="https://www.set.or.th/set/pdfnews.do?newsId=16311444618740&amp;sequence=2021100646" target="_blank" rel="noopener">PDF</a>), it states:
<blockquote>
After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.
</blockquote>
With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price.


On the 5 July 2021, Major Cineplex Group (MAJOR TB)'s board approved the entering of a MOU with Central Pattana Pub (CPN TB) in relation to its shares in shopping mall operator Siam Future Development (SF TB), at a price of Bt12/share. An IFA was appointed to assess the sale and its opinion on the 19 July, concluded the "Transaction is reasonable with price and conditions that are fair". A SPA was entered into on the 25 August with an expected completion on the 30 August. 


CPN completed the purchase of shares in Siam Future on 30 August 2021. After the completion of shares purchase, the number of shares held by CPN was 56.26%. In Thailand, the obligation to make a mandatory offer is triggered when an acquirer obtains shares of the target company of more than 25%, 50%, or 75% of the total voting rights of the target company.  Therefore, CPN was required to make a Tender Offer for the remaining shares in Siam Future, also at Bt12/share. A mandatory Tender Offer is always unconditional. 


The Tender Offer doc (247-4) for Siam Future was tabled on the 9 September. The Offer period was for 25 business days - and closed on the 18 October. The payment date was the 20 October. The IFA reckoned the Offer was fair. At the close of the Offer, CPN held 96.24%. 

There are no provisions regarding minority squeeze-out mechanisms under Thai law. However, if the board of directors approves a proposed de-listing,  an independent financial adviser provides its opinion to shareholders on the merits of the proposal, and the company gains approval (≥ 75% for, ≤10% against) from its shareholders to voluntarily delist, then a company can be delisted. The company is permitted to purchase shares tendered in accordance with SEC and Capital Market Supervisory Board rules. 
On page 57 (of Siam Future's Tender Offer doc's PDF), it states:

After the Tender Offer, the Offeror has an intention to delist the Business from being a listed company on the SET during the period of 12 months after the end of the Offer Period. Currently, the Offeror is under the possibility study of proceeding such transaction under relevant rules and regulations, including but not limited to, assessment of possibility of obtaining the approval from the shareholders meeting of the Business, of which has not reached a conclusion on delisting of the Business from being a listed company on the SET.

With 96.24% held, a Delisting Offer from CPN is likely imminent. Such an Offer at the prior Tender Offer price provides 20% upside to the current price. 

Buy Siam Future Development (SF TB). Then Buy Some More

Thailand

Intouch Holdings Public Company Limited is a holding company that invests in diversified telecommunication and media and advertising businesses.  The Company, through its subsidiaries, provides television broadcasting, cellular phone and wireless services.

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Intouch Holdings (INTUCH-R TB)

Intouch: AIS' Expanding Broadband And Expected Mobile Duopoly

I'd still be shorting Intouch here and buying Advanced Info. I believe a more reasonable discount to NAV target is >20%.

David Blennerhassett

Intouch's NAV Discount Not Supported By Higher Look-Through Payout

I'd be shorting Intouch here and buying AIS. I think a more reasonable discount to NAV is >20%. Gulf's holding remains problematic though, and...

David Blennerhassett

Jasmine Acquisition To Expand Advanced's Broadband Footprint

The spotlight has been on DTAC/True for most of this year. AIS is Thailand's largest mobile phone operator, and is looking to boost its subscriber...

David Blennerhassett

Bharti Singtel Possible Selldown/Holdco Trade - Singtel Appears to Be Ready for Cashing in US$1-2bn

Various recent media reports have indicated that Singtel aims to sell 2-4% of its stake in Bharti Airtel. In this note, we talk about the possible...

Sumeet Singh

Buy Siam Future Development (SF TB). Then Buy Some More

Buy Siam Future. Then buy some more. I think you're looking at a minimum 10% upside from here - if using Big C Supercenter's delisting example -...

David Blennerhassett

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