Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>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 "<em>Transaction is reasonable with price and conditions that are fair</em>". 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. </p>
</div>
<div>
<p>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. </p>
</div>
<div>
<p>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>. </p>
</div>
<p>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, <em>and</em> 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. </p>
<p>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:</p>
<blockquote>
<p>After the Tender Offer,<strong> 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</strong>. 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.</p>
</blockquote>
<p>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. </p>


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

Making sense of the Global Market, Euromonitor International Ltd.

Yu Mitsuhashi

Making sense of the Global Market

Euromonitor International Ltd.

We are a global market research company focused on industries, countries, economies and consumers worldwide. Our cross-country comparable research helps your organisation identify opportunities and develop growth strategies in countries and regions across the globe. With offices around the world, 1,200 analysts in 100 countries and market research on every key trend and driver, we give you powerful access to the real story behind consumer change.

Thematic (Sector/Industry)

<h2><span lang="EN-US">Headlines</span></h2><ul>
<li>Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion</li>
<li>Outbound tourists support the demand for apparel accessories</li>
<li>Scarves posts the highest current value growth in apparel accessories in 2016</li>
<li>ICC International and H&amp;M Hennes &amp; Mauritz hold the leading positions in apparel accessories in 2016</li>
<li>Apparel accessories is expected to see a value CAGR of 2% at constant 2016 prices in the forecast period, to reach THB12.3 billion in 2021</li>
</ul><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/021/580/original/Market%20size%20apparel%20accessories%20-%20thailand%202011-2016.png?1488163389" class="editor-image img-responsive" data-smartkarma-image-id="21580"></figure><h2><span lang="EN-US">Competitive Landscape</span></h2><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/021/581/original/company%20sahres%20apparel%20accessories%20thailand%20retail.png?1488163453" class="editor-image img-responsive" data-smartkarma-image-id="21581"></figure>…

Headlines
Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion
Outbound tourists support the demand for apparel accessories
Scarves posts the highest current value growth in apparel accessories in 2016
ICC International and H&amp;M Hennes &amp; Mauritz hold the leading positions in apparel accessories in 2016
Apparel accessories is expected to see a value CAGR of 2% at constant 2016 prices in the forecast period, to reach THB12.3 billion in 2021
Competitive Landscape…

Sector Capsule: Apparel Accessories in Thailand

CEO, A. Stotz Investment Research

Dr. Andrew Stotz, CFA

Quantamental Investing to beat Benchmarks

A. Stotz Investment Research

We pick stocks. We construct portfolios. All our effort is focused on how to better pick stocks and construct portfolios. We serve fund management companies, family offices, and high net worth individuals.

<ul>
<li>We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology</li>
<li>Portfolio changes: Six stocks remain, eight new join the fray</li>
<li>Since inception, it has gained 118% versus the SET 100 Index’s return of 23%</li>
</ul>


We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology
Portfolio changes: Six stocks remain, eight new join the fray
Since inception, it has gained 118% versus the SET 100 Index’s return of 23%


The Stocks to Own in Thailand – Vol. 44

<ul>
<li>We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology</li>
<li>Portfolio changes: Seven stocks remain, seven new join the fray</li>
<li>Since inception, it has gained 104% versus the SET 100 Index’s return of 21%</li>
</ul>


We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology
Portfolio changes: Seven stocks remain, seven new join the fray
Since inception, it has gained 104% versus the SET 100 Index’s return of 21%


The Stocks to Own in Thailand – Vol. 43

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/imax-china-holding-inc" target="_blank" data-smartkarma-citation="entities:888:1" rel="noopener">IMAX China Holding (1970 HK)</a>'s scheme document is out, with the court meeting scheduled for 10 October. The IFA considers <a href="https://www.smartkarma.com/entities/imax-corp" target="_blank" data-smartkarma-citation="entities:5321:1" rel="noopener">IMAX Corp (IMAX US)</a>'s HK$10.00 offer fair and reasonable.</li>
<li>The key condition is approval by at least 75% of disinterested shareholders (&lt;10% of all disinterested shareholders rejection). No independent shareholder holds a blocking stake. </li>
<li>A recovering box office, early indications of an effort to rally retail NO votes and a high minority participation rate in AGMs pose a risk. The risk/reward profile is unfavourable. </li>
</ul>



IMAX China Holding (1970 HK)'s scheme document is out, with the court meeting scheduled for 10 October. The IFA considers IMAX Corp (IMAX US)'s HK$10.00 offer fair and reasonable.
The key condition is approval by at least 75% of disinterested shareholders (&lt;10% of all disinterested shareholders rejection). No independent shareholder holds a blocking stake. 
A recovering box office, early indications of an effort to rally retail NO votes and a high minority participation rate in AGMs pose a risk. The risk/reward profile is unfavourable. 


IMAX China (1970 HK): Risk as Scheme Vote on 10 October

Thailand

Major Cineplex Group Public Company Limited operates movie theater chain under Major Cineplex name, and bowling alley chain under Major Bowl name. The Company also provides theater advertising services and concession stand rentals in its movie and bowling complexes.

Major Cineplex Group (MAJOR TB)

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

Sector Capsule: Apparel Accessories in Thailand

Headlines Apparel accessories increases by 3% in current value terms in 2016, to reach THB11.2 billion Outbound tourists support the demand for...

Euromonitor International Ltd.

The Stocks to Own in Thailand – Vol. 44

We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology. Portfolio changes: Six stocks remain, eight new join...

A. Stotz Investment Research

The Stocks to Own in Thailand – Vol. 43

We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology. Portfolio changes: Seven stocks remain, seven new...

A. Stotz Investment Research

IMAX China (1970 HK): Risk as Scheme Vote on 10 October

The IMAX China scheme has failed. The minority participation rate was 60.93%. 70.0% of disinterested shareholders voted YES, and 18.28% of all...

Arun George