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.

Equity Bottom-Up

<ul>
<li>We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology</li>
<li>Portfolio changes: Nine stocks remain, and five new join the fray</li>
<li>Since inception, it has gained 105% versus the SET 100 Index’s return of 38%</li>
</ul>


We highlight 14 stocks in Thailand that look interesting to us based on our FVMR Methodology
Portfolio changes: Nine stocks remain, and five new join the fray
Since inception, it has gained 105% versus the SET 100 Index’s return of 38%


The Stocks to Own in Thailand – Vol. 39

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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. 
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<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

<div>
According to the <a href="https://investor.majorcineplex.com/en/business-characteristics/strategic-invesments" target="_blank" rel="noopener">website</a> of Thailand's largest cinema operator <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<a href="https://investor.majorcineplex.com/en/business-characteristics/strategic-invesments" target="_blank" rel="noopener"></a>, the rationale for its investment 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> (SFD) was synergistic. SFD "is an anchor tenant that generates traffic to the lifestyle malls". 
MAJOR initially acquired 77.8mn shares in SFD in 2003 at Bt1.70/share. MAJOR held <a href="https://investor.siamfuture.com/misc/ar/20170308-sf-ar2016-en-01.pdf" target="_blank" rel="noopener">24.89%</a> (422.2mn shares) in 2016 ahead of a Tender Offer (at <a href="http://capital.sec.or.th/webapp/corp_fin/datafile/TO/0676000048247-42016-12-20e01.pdf?ts=1499458214" target="_blank" rel="noopener">Bt6.20/share</a>), <a href="https://investor.siamfuture.com/misc/ar/20190311-sf-ar2018-en.pdf" target="_blank" rel="noopener">26.25%</a> in 2017, 28.09% in 2018 &amp; 2019, and 29.13% as at the 31 Dec <a href="https://investor.siamfuture.com/misc/ar/20210525-sp-ar2020-en.pdf" target="_blank" rel="noopener">2020</a>. It currently holds 647.158mn shares or 30.36%.
On the 5 July, MAJOR'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 SFD, 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> yesterday with an expected completion on the 30 August. 
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 is required to make a tender offer for the remaining shares in SFD at the same price of Bt12/each upon the completion of the SPA.  A mandatory tender offer must be unconditional. 
SFD shares gained ~40% in the month prior to the 5 July announcement, on evident news leakage. Bt12/share is also a lifetime high. I would not be surprised if the tender offer leads to a subsequent delisting offer from CPN.
More below the fold.
</div>


According to the website of Thailand's largest cinema operator Major Cineplex Group (MAJOR TB)'s, the rationale for its investment in shopping mall operator Siam Future Development (SF TB) (SFD) was synergistic. SFD "is an anchor tenant that generates traffic to the lifestyle malls". 
MAJOR initially acquired 77.8mn shares in SFD in 2003 at Bt1.70/share. MAJOR held 24.89% (422.2mn shares) in 2016 ahead of a Tender Offer (at Bt6.20/share), 26.25% in 2017, 28.09% in 2018 &amp; 2019, and 29.13% as at the 31 Dec 2020. It currently holds 647.158mn shares or 30.36%.
On the 5 July, MAJOR's board approved the entering of a MOU with Central Pattana Pub (CPN TB) in relation to its shares in SFD, 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 yesterday with an expected completion on the 30 August. 
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 is required to make a tender offer for the remaining shares in SFD at the same price of Bt12/each upon the completion of the SPA.  A mandatory tender offer must be unconditional. 
SFD shares gained ~40% in the month prior to the 5 July announcement, on evident news leakage. Bt12/share is also a lifetime high. I would not be surprised if the tender offer leads to a subsequent delisting offer from CPN.
More below the fold.


Siam Future Development (SF TB): Central Pattana MGO As MAJOR Cineplex Exits

Index Rebal/Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal/Special Situations

On June 1st, <a href="https://www.smartkarma.com/entities/cineplex-inc" target="_blank" data-smartkarma-citation="entities:25216:1" rel="noopener">Cineplex Inc (CGX CN)</a> provided <a href="http://irfiles.cineplex.com/Attachments/NewItems/Cineplex%20ICA%20Extension%20Release%20June%201%20FINAL_20200601121829_0.pdf" target="_blank" rel="noopener">an update on the status of Investment Canada review</a> in connection to the Cineplex-Cineworld Deal: <blockquote>
Cineworld and Cineplex are obligated to use reasonable best efforts to obtain the requisite ICA Approval so as to enable the closing of the Transaction to occur as soon as reasonably practicable (and in any event no later than June 30, 2020 (the “Outside Date”)). Receipt of the ICA Approval is a condition to closing the Transaction.
The process to obtain the approvals under the Investment Canada Act is ongoing and the period for review of the Transaction has been extended to June 15, 2020.
</blockquote>With less than a month to the Outside Date (30th June), the Deal remains conditional mainly on the ICA Approval, fulfilment of certain covenants in the arrangement agreement (<a href="https://www.sedar.com/CheckCode.do;jsessionid=0000d67H30V7XDVByUglDY_dfw9:188setvlh" target="_blank" rel="noopener">SEDAR link</a>), and Cineplex maintaining its debt level under C$725mn (the "Debt Condition"). In my previous insight, <a href="https://www.smartkarma.com/insights/cineplex-is-this-deal-broken" target="_blank" data-smartkarma-citation="insights:37588" rel="noopener">Cineplex: Is This Deal Broken?</a>, I discussed several ways of how this deal could potentially collapse. However, the Acquirer <a href="https://www.smartkarma.com/entities/cineworld-group-plc" target="_blank" data-smartkarma-citation="entities:21872:1" rel="noopener">Cineworld (CINE LN)</a> officially remains committed to completing this Deal at least as of a month ago. Here is what Cineplex's update on May 7th said:  <blockquote> Cineworld has advised Cineplex that it remains committed to closing the Transaction on or prior to the outside date of June 30, 2020 (the “Outside Date”). However, there can be no assurance that the conditions to closing the Transaction will be satisfied by the Outside Date.</blockquote>So can this Deal still go through? IF it does not go through what could possibly happen to Cineplex's share price? We provide our opinions to these questions below the fold.

On June 1st, Cineplex Inc (CGX CN) provided an update on the status of Investment Canada review in connection to the Cineplex-Cineworld Deal: 
Cineworld and Cineplex are obligated to use reasonable best efforts to obtain the requisite ICA Approval so as to enable the closing of the Transaction to occur as soon as reasonably practicable (and in any event no later than June 30, 2020 (the “Outside Date”)). Receipt of the ICA Approval is a condition to closing the Transaction.
The process to obtain the approvals under the Investment Canada Act is ongoing and the period for review of the Transaction has been extended to June 15, 2020.
With less than a month to the Outside Date (30th June), the Deal remains conditional mainly on the ICA Approval, fulfilment of certain covenants in the arrangement agreement (SEDAR link), and Cineplex maintaining its debt level under C$725mn (the "Debt Condition"). In my previous insight, Cineplex: Is This Deal Broken?, I discussed several ways of how this deal could potentially collapse. However, the Acquirer Cineworld (CINE LN) officially remains committed to completing this Deal at least as of a month ago. Here is what Cineplex's update on May 7th said:   Cineworld has advised Cineplex that it remains committed to closing the Transaction on or prior to the outside date of June 30, 2020 (the “Outside Date”). However, there can be no assurance that the conditions to closing the Transaction will be satisfied by the Outside Date.So can this Deal still go through? IF it does not go through what could possibly happen to Cineplex's share price? We provide our opinions to these questions below the fold. 

Equity, Bottom-up Analyst, Investics Research

Sameer Taneja

Equity, Bottom-up Analyst

Investics Research

It is important to note that the information provided by Investics Research is based on publicly available data and own knowledge, which has been gathered and analyzed from a variety of sources. While every effort has been made to ensure the accuracy and completeness of the information provided, it is not guaranteed to be free from errors or omissions. All forecasts and estimates are based on information that has been obtained from public sources that are considered to be reliable. The sources include but are not limited to, company announcements, exchange filings, presentations, etc. Investics does not guarantee the accuracy and completeness of the forecasts, estimates, and/or other information.

Equity Bottom-up Research

In my last insight <a href="https://www.smartkarma.com/insights/major-cineplex-core-fcf-yield-of-8-5-deleveraging-and-dividend-payout-increase-on-the-cards" target="_blank" data-smartkarma-citation="insights:33945" rel="noopener">Major Cineplex: Core FCF Yield of 8.5%, Deleveraging and Dividend Payout Increase on the Cards?</a> , I had highlighted how <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> had a very tough Q4 2019 which would be an overhang on the stock. With its results out on the 18th of February 2020, this overhang is gone and we can now focus on the core FCF story, with the only risk in the short term being the coronavirus. The execution for 2019 ( especially for Q4 given its 2018 comp was such a high base) by the management has been brilliant :A few key highlights for 2019 were: 1) Increase in its revenue contribution from advertising which is a high margin division in their business.2) Bringing net debt down by 8% from 3.33 bn baht to 3.075 bn baht. 3) Bringing SG&amp;A down from 25% of sales to 23.9% of sales. 4) A healthy dividend payout ratio of over 100%: With a dividend of 1.35 baht/share on a 23 baht share price, we now have a dividend yield of 5.8% on the stock. Investment Case 1) The company will improve its FCF yield to 10% by FY21 and delever to 21% net debt-equity from the current levels of 48%.  ( FY16 was 71% net debt to equity )2) At this FCF yield, it will be able to maintain &gt;100% dividend payout ratio enhancing the dividend yield to 7.5% by FY21. 3) In tough environments, the company has proven time and time again it cares about its shareholders and strives to maintain strict control on its CAPEX and in its operations as demonstrated by their SG&amp;A improvements and more recently improvement in business mix. There is a case for &gt;50% upside from the current share price over the next 2 years if the company continues to execute the way it has been so far. Key Risks1) The near term has been impacted by the fears of the coronavirus resulting in lower footfalls in  Q1 2020 so far.2) Content is king and so while the line up for 2020 has more movies than 2019, the quality of movies will also play an important role in defining the footfalls for 2020.

In my last insight Major Cineplex: Core FCF Yield of 8.5%, Deleveraging and Dividend Payout Increase on the Cards? , I had highlighted how Major Cineplex Group (MAJOR TB) had a very tough Q4 2019 which would be an overhang on the stock. With its results out on the 18th of February 2020, this overhang is gone and we can now focus on the core FCF story, with the only risk in the short term being the coronavirus. The execution for 2019 ( especially for Q4 given its 2018 comp was such a high base) by the management has been brilliant :A few key highlights for 2019 were: 1) Increase in its revenue contribution from advertising which is a high margin division in their business.2) Bringing net debt down by 8% from 3.33 bn baht to 3.075 bn baht. 3) Bringing SG&amp;A down from 25% of sales to 23.9% of sales. 4) A healthy dividend payout ratio of over 100%: With a dividend of 1.35 baht/share on a 23 baht share price, we now have a dividend yield of 5.8% on the stock. Investment Case 1) The company will improve its FCF yield to 10% by FY21 and delever to 21% net debt-equity from the current levels of 48%.  ( FY16 was 71% net debt to equity )2) At this FCF yield, it will be able to maintain &gt;100% dividend payout ratio enhancing the dividend yield to 7.5% by FY21. 3) In tough environments, the company has proven time and time again it cares about its shareholders and strives to maintain strict control on its CAPEX and in its operations as demonstrated by their SG&amp;A improvements and more recently improvement in business mix. There is a case for &gt;50% upside from the current share price over the next 2 years if the company continues to execute the way it has been so far. Key Risks1) The near term has been impacted by the fears of the coronavirus resulting in lower footfalls in  Q1 2020 so far.2) Content is king and so while the line up for 2020 has more movies than 2019, the quality of movies will also play an important role in defining the footfalls for 2020.

Major Cineplex: Resilient Quarter, Q4 Overhang Gone

Thailand

Major Cineplex Group Public Company Limited is Thailand's largest operator of movie theaters, providing cinema operations and a wide range of entertainment services. Beyond movie showings, the company offers bowling alleys, karaoke rooms, ice skating rinks, advertising services, and rental spaces. Major Cineplex Group was founded in 1995 and is headquartered in Bangkok, Thailand.

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Major Cineplex Group (MAJOR TB)

The Stocks to Own in Thailand – Vol. 39

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

A. Stotz Investment Research

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

Siam Future Development (SF TB): Central Pattana MGO As MAJOR Cineplex Exits

This is a done deal. Just a question of timing. At Bt11.70/share, you're looking at a gross/annualised spread of 20.6%/10.9%, assuming late...

David Blennerhassett

Cineplex-Cineworld: The Final Countdown

On June 1st, Cineplex Inc (CGX CN) provided an update on the status of Investment Canada review in connection to the Cineplex-Cineworld...

Janaghan Jeyakumar, CFA

Major Cineplex: Resilient Quarter, Q4 Overhang Gone

In my last insight Major Cineplex: Core FCF Yield of 8.5%, Deleveraging and Dividend Payout Increase on the Cards? , I had highlighted how Major...

Sameer Taneja

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