Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back in 2021, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> took 84.89%-held <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. </li>
<li>Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.</li>
<li>Which may have precipitated Matheson opting for a (full value) Scheme for <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, in which appraisal rights are not afforded.</li>
</ul>


Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. 
Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.
Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.


Matheson's Motive For Avoiding MAND's Dissentient Shareholders

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jardine-cycle-carriage-ltd" target="_blank" data-smartkarma-citation="entities:347:1" rel="noopener">Jardine Cycle &amp; Carriage (JCNC SP)</a>'s implied stub value is around its highest-ever level, dating back to 2004. </li>
<li>The simple ratio of JCNC/ <a href="https://www.smartkarma.com/entities/astra-international-tbk-pt" target="_blank" data-smartkarma-citation="entities:46:1" rel="noopener">Astra International (ASII IJ)</a> is also the highest level outside the brief spikes post-Covid and during the 2008 GFC.</li>
<li>There is no apparent justification for the current valuation. And a takeover from <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> at these levels appears unrealistic. </li>
</ul>



Jardine Cycle &amp; Carriage (JCNC SP)'s implied stub value is around its highest-ever level, dating back to 2004. 
The simple ratio of JCNC/ Astra International (ASII IJ) is also the highest level outside the brief spikes post-Covid and during the 2008 GFC.
There is no apparent justification for the current valuation. And a takeover from Jardine Matheson Holdings (JM SP) at these levels appears unrealistic. 


Mandarin Oriental International / Event-Driven

<ul>
<li>A sale - partial or otherwise - of <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>'s One Causeway Bay (OCB) was always on the cards. But I didn't see an Offer coming. </li>
<li>Concurrent with the sale of 13 floors of OCB to <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba (9988 HK)</a>, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> is seeking to take out MAND's minorities at US$3.35/share by way of a Scheme.</li>
<li>That's a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Unlike the 2021 <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> Offer, Matheson is required to abstain from voting on this takeover. </li>
</ul>


A sale - partial or otherwise - of Mandarin Oriental International (MAND SP)'s One Causeway Bay (OCB) was always on the cards. But I didn't see an Offer coming. 
Concurrent with the sale of 13 floors of OCB to Alibaba (9988 HK), Jardine Matheson (JM SP) is seeking to take out MAND's minorities at US$3.35/share by way of a Scheme.
That's a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Unlike the 2021 Jardine Strategic (JS SP) Offer, Matheson is required to abstain from voting on this takeover. 


Mandarin Oriental (MAND SP): Matheson's Full Offer

<ul>
<li>On the 27th October, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> announced an Offer for 88.04%-held <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, after MAND concurrently announced the partial sale of OCB to Alibaba.  </li>
<li>MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  </li>
<li>Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.</li>
</ul>


On the 27th October, Jardine Matheson Holdings (JM SP) announced an Offer for 88.04%-held Mandarin Oriental International (MAND SP), after MAND concurrently announced the partial sale of OCB to Alibaba.  
MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  
Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.


<ul>
<li>
<a href="https://www.smartkarma.com/entities/jardine-cycle-carriage-ltd" target="_blank" data-smartkarma-citation="entities:347:1" rel="noopener">Jardine Cycle &amp; Carriage (JCNC SP)</a>'s current implied stub value is around its highest-ever level.</li>
<li>The simple ratio of JCNC/<a href="https://www.smartkarma.com/entities/astra-international-tbk-pt" target="_blank" data-smartkarma-citation="entities:46:1" rel="noopener">Astra International (ASII IJ)</a> is around its highest level outside the 2008 GFC.</li>
<li>A weak Indonesian rupiah is likely a factor. Still, JCNC is trading rich to its NAV. A takeover from parent <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> is idealistic.</li>
</ul>



Jardine Cycle &amp; Carriage (JCNC SP)'s current implied stub value is around its highest-ever level.
The simple ratio of JCNC/Astra International (ASII IJ) is around its highest level outside the 2008 GFC.
A weak Indonesian rupiah is likely a factor. Still, JCNC is trading rich to its NAV. A takeover from parent Jardine Matheson Holdings (JM SP) is idealistic.


Singapore

Jardine Strategic Holdings Limited is a holding company with principal interests in Jardine Matheson, Dairy Farm, Hongkong Land, Mandarin Oriental, and Cycle and Carriage.  The Company, through its subsidiaries, operates auto distribution, food and retailing, property investment, property development, and hotel operations.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Jardine Strategic Holdings (JS SP)

Matheson's Motive For Avoiding MAND's Dissentient Shareholders

I see MAND trading at 2.1%/6.9% gross/annualised - assuming late Feb 2026 payment. That's not exciting. I prefer Matheson here.

David Blennerhassett

JCNC's Logic-Defying Valuation

There is no apparent justification for the current level. Expect Matheson to chip away at minorities. But a full-blown Offer appears unrealistic....

David Blennerhassett

Mandarin Oriental (MAND SP): Matheson's Full Offer

The Scheme Doc is out for MAND. The Court Meeting is the 8th December. As previously noted "the Mandarin Oriental Transaction Committee, which has...

David Blennerhassett

On Jardine Matheson's Latest Buyback

Matheson has recovered since my last note. I'd still be setting up the stub here. Or buying outright. Management have proactive with HKL and now...

David Blennerhassett

Jardine Cycle & Carriage Is A Short

Jardine Cycle & Carriage's premium to NAV is not justifiable. I'd look to reverse the stub here - Short JCNC, Long Astra.

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)