Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com (HK) (9618 HK)</a> has announced it intends to <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0216/2021021600739.pdf" target="_blank" rel="noopener">spin-off JD Logistics</a> (JDL) by way of a separate listing on the Hong Kong Stock Exchange. The PN15 application proof is <a href="https://www1.hkexnews.hk/app/sehk/2021/103201/documents/sehk21021600660.pdf" target="_blank" rel="noopener">here</a>.
JD.com currently holds 79.12% of JDL. According to the China Insights Consultancy report, JDL is the largest player in China’s integrated supply chain service market, in terms of total revenue in 2019.
Upon completion of the proposed spin-off,  JD.com will continue to indirectly hold more than 50% of the shares in JDL.
There remain a few missing pieces to the spin-off - there are 991 "Redacted" spaces in the PN15. But this will be a big deal. What it may not be, is a big deal to JD.com in the grand scheme of things.
As always, more below the fold.

JD.com (HK) (9618 HK) has announced it intends to spin-off JD Logistics (JDL) by way of a separate listing on the Hong Kong Stock Exchange. The PN15 application proof is here.
JD.com currently holds 79.12% of JDL. According to the China Insights Consultancy report, JDL is the largest player in China’s integrated supply chain service market, in terms of total revenue in 2019.
Upon completion of the proposed spin-off,  JD.com will continue to indirectly hold more than 50% of the shares in JDL.
There remain a few missing pieces to the spin-off - there are 991 "Redacted" spaces in the PN15. But this will be a big deal. What it may not be, is a big deal to JD.com in the grand scheme of things.
As always, more below the fold. 

HK/China Equity Long-Short

Osbert Tang, CFA

Equity Capital Markets

In this Insight, we take a look on <a href="https://www.smartkarma.com/entities/sf-real-estate-investment-trust" target="_blank" data-smartkarma-citation="entities:31496:1" rel="noopener">SF Real Estate Investment Trust (SF HK)</a> (SF REIT), which is a proposed REIT listing in Hong Kong with <a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a> (SFH) as its sponsor. The REIT will initially have three logistics properties in its portfolio, one in Hong Kong and two in China (Foshan and Wuhu). Having a gross lettable area of 307,990.8 sq.m., the appraised value of these properties amounted to HK$6.1bn.On balance and based on the information in the application proof prospectus, we view the REIT positively. Key positives are: 1.) quality assets; 2.) stable profit and cash flow; and 3.) potential injection. On the other hand, the key negatives are: 1.) focus on HK; 2.) reliance on SFH; and 3.) small size.

In this Insight, we take a look on SF Real Estate Investment Trust (SF HK) (SF REIT), which is a proposed REIT listing in Hong Kong with S.F. Holding (002352 CH) (SFH) as its sponsor. The REIT will initially have three logistics properties in its portfolio, one in Hong Kong and two in China (Foshan and Wuhu). Having a gross lettable area of 307,990.8 sq.m., the appraised value of these properties amounted to HK$6.1bn.On balance and based on the information in the application proof prospectus, we view the REIT positively. Key positives are: 1.) quality assets; 2.) stable profit and cash flow; and 3.) potential injection. On the other hand, the key negatives are: 1.) focus on HK; 2.) reliance on SFH; and 3.) small size.

SF REIT Pre-IPO: Initial Thoughts on S.F. Holding's (002352 CH) Logistics REIT In HK

Event-Driven

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After <a href="https://www.smartkarma.com/entities/kerry-properties-ltd" target="_blank" data-smartkarma-citation="entities:3320:1" rel="noopener">Kerry Properties (683 HK)</a> ("KPL") and <a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener">Kerry Logistics Network (636 HK)</a> ("KLN") were both <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0205/2021020500081.pdf" target="_blank" rel="noopener">suspended</a> ahead of trading on the 5 February, KLN has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0210/2021021000043.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Partial Offer from  <a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a> ("SFH").
SFH intends to acquire 931.21mn shares or 51.8% of shares outstanding, of Kerry Logistics Network. The Offer price is HK$18.80/share - a 19.83% discount to last close. KLN's shares gained 25% prior to the suspension.
There is a side transaction which is conditional on the Partial Offer becoming Unconditional. The transaction is to sell KLN's warehouses to its parent company. A substantial portion of the proceeds would be paid to shareholders on the Record Date as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on all their shares and HK$18.80 for the shares taken up under the Partial Offer. 
The timing of that Record Date and the Close of the Offer may mean that Shareholders will get the FY20 Final Dividend as well, and if it stretches on, perhaps even the FY21 Interim Dividend.
Pre-conditions are numerous, including approvals from SAMR, NDRC, MoC, CFIUS, FTC, a waiver from the relevant Thai authorities not to make a downstream Offer for <a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a>,  amongst other conditions, a number of which are waivable. 
The controlling shareholders of KLN, including KPL, plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. In addition, the document suggests Executive Directors and their affiliates will tender another 22.757mn shares. 
The Partial Offer is conditional on 51.8% of shares out tendering, and the minimum acceptance of 336.706mn shares (18.7% of shares out) from shareholders other than the controlling shareholders and executive directors (at least that is what it says in bold, but other language in the document could lead one to believe that isn't an absolute). 
Should the Partial Offer complete, SFH will outlay HK$17.55bn or US$2.25bn.
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Lots more below the fold.  Plus Ye Olde Arb Grids (or at least one of them). 
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After Kerry Properties (683 HK) ("KPL") and Kerry Logistics Network (636 HK) ("KLN") were both suspended ahead of trading on the 5 February, KLN has now announced a pre-conditional Partial Offer from  S.F. Holding (002352 CH) ("SFH").
SFH intends to acquire 931.21mn shares or 51.8% of shares outstanding, of Kerry Logistics Network. The Offer price is HK$18.80/share - a 19.83% discount to last close. KLN's shares gained 25% prior to the suspension.
There is a side transaction which is conditional on the Partial Offer becoming Unconditional. The transaction is to sell KLN's warehouses to its parent company. A substantial portion of the proceeds would be paid to shareholders on the Record Date as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on all their shares and HK$18.80 for the shares taken up under the Partial Offer. 
The timing of that Record Date and the Close of the Offer may mean that Shareholders will get the FY20 Final Dividend as well, and if it stretches on, perhaps even the FY21 Interim Dividend.
Pre-conditions are numerous, including approvals from SAMR, NDRC, MoC, CFIUS, FTC, a waiver from the relevant Thai authorities not to make a downstream Offer for Kerry Express Thailand (KEX TB),  amongst other conditions, a number of which are waivable. 
The controlling shareholders of KLN, including KPL, plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. In addition, the document suggests Executive Directors and their affiliates will tender another 22.757mn shares. 
The Partial Offer is conditional on 51.8% of shares out tendering, and the minimum acceptance of 336.706mn shares (18.7% of shares out) from shareholders other than the controlling shareholders and executive directors (at least that is what it says in bold, but other language in the document could lead one to believe that isn't an absolute). 
Should the Partial Offer complete, SFH will outlay HK$17.55bn or US$2.25bn.


Lots more below the fold.  Plus Ye Olde Arb Grids (or at least one of them). 


Kerry Logistics (636 HK): SF Holdings' Pre-Conditional Partial Offer

Overseas Chinese Equities, Aequitas Research

Ming Lu

Overseas Chinese Equities

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>Twelve local persons tested positive for COVID-19 in Shanghai. The pandemic might begin to spread in the south of China.</li>
<li>Delivery companies’ competition is close to an end. Prices may rise significantly if some companies exit the market.</li>
<li>News about Tencent’s WeChat, QQ, and Music.</li>
</ul>


Twelve local persons tested positive for COVID-19 in Shanghai. The pandemic might begin to spread in the south of China.
Delivery companies’ competition is close to an end. Prices may rise significantly if some companies exit the market.
News about Tencent’s WeChat, QQ, and Music.


China Internet Weekly (25Jan2021): Community Locked Down in Shanghai, Delivery Companies Polarized

ASEAN Insight Provider, CrossASEAN Research

Angus Mackintosh

ASEAN Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

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<a href="https://www.smartkarma.com/entities/adi-sarana-armada-tbk-pt" target="_blank" data-smartkarma-citation="entities:16947:1" rel="noopener">Adi Sarana Armada (ASSA IJ)</a> is well-known for its car leasing business in Indonesia, as one of the largest players in long-term car leasing through ASSA Rent, with around 13% market share. It is less well appreciated as a major player in logistics and for its technology-based express logistics company Anteraja, which services the booming e-commerce space in Indonesia. 
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The company is also the no.1 used car auction player through JBA, with around 40% market share, providing a service for the majority of Indonesia's auto finance companies.
<a href="https://www.smartkarma.com/entities/adi-sarana-armada-tbk-pt" target="_blank" data-smartkarma-citation="entities:16947:1" rel="noopener">Adi Sarana Armada (ASSA IJ)</a> also has a complementary C2C online marketplace selling vehicles, which is connected to its used car and auction business. 
The company's core car rental business will see growth of +10-15% as the economy recovers but Anteraja will see stronger growth driving the top line to grow +25% in 2021. Management expects Anteraja to account for more than 50% of sales in 1-2 years. 
<a href="https://www.smartkarma.com/entities/adi-sarana-armada-tbk-pt" target="_blank" data-smartkarma-citation="entities:16947:1" rel="noopener">Adi Sarana Armada (ASSA IJ)</a> currently trades on an FY21E PER multiple of 20.1x and F22E PER of 16.9x, which does not look expensive given the potential digital transformation ahead.


Adi Sarana Armada (ASSA IJ) is well-known for its car leasing business in Indonesia, as one of the largest players in long-term car leasing through ASSA Rent, with around 13% market share. It is less well appreciated as a major player in logistics and for its technology-based express logistics company Anteraja, which services the booming e-commerce space in Indonesia. 

The company is also the no.1 used car auction player through JBA, with around 40% market share, providing a service for the majority of Indonesia's auto finance companies.
Adi Sarana Armada (ASSA IJ) also has a complementary C2C online marketplace selling vehicles, which is connected to its used car and auction business. 
The company's core car rental business will see growth of +10-15% as the economy recovers but Anteraja will see stronger growth driving the top line to grow +25% in 2021. Management expects Anteraja to account for more than 50% of sales in 1-2 years. 
Adi Sarana Armada (ASSA IJ) currently trades on an FY21E PER multiple of 20.1x and F22E PER of 16.9x, which does not look expensive given the potential digital transformation ahead. 

Adi Sarana Armada (ASSA IJ) - Auto Leasing, Logistics, and the Last Mile

China

S.F. Holding Co., Ltd operates as a holding company. The Company, through its subsidiaries, provides logistics, order tracking, supply chain management, and warehousing services. S.F. Holding operates worldwide.

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S.F. Holding (002352 CH)

JD.Com: Logistics Ops Spin-Off

Since JDH's listing, the stub has increased ~US$18.5bn., equivalent to ~12% of the market cap. The consensus target price is up around 8%. I would...

David Blennerhassett

SF REIT Pre-IPO: Initial Thoughts on S.F. Holding's (002352 CH) Logistics REIT In HK

SF REIT will be an interesting REIT given its close tie with SF Holding. We see the huge potential for future acquisitions from the sponsor a clear...

Osbert Tang, CFA

Kerry Logistics (636 HK): SF Holdings' Pre-Conditional Partial Offer

Undisturbed is ~HK$16.92/sh, or $9.64/sh ex-SpecDiv. At HK$24.75, there are a lot of assumptions embedded. If public shareholders hold on b/c a...

David Blennerhassett

China Internet Weekly (25Jan2021): Community Locked Down in Shanghai, Delivery Companies Polarized

Twelve local persons tested positive for COVID-19 in Shanghai. Delivery companies’ competition is close to an end. News about Tencent’s WeChat, QQ,...

Ming Lu

Adi Sarana Armada (ASSA IJ) - Auto Leasing, Logistics, and the Last Mile

ASSA is Indonesia's leading B2B car leasing company moving aggressively into related businesses of auto auctions, logistics, and the last mile...

Angus Mackintosh

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