Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

The Marvelous Milton Arb continues to be Maaaahvelous, darling, though you wouldn't know it to see the price evolution. The Simple Arb is, as I write, trading at a 3.8% spread.I expect that is because people do not see how marvelous this is. <iframe src="https://www.youtube.com/embed/5gbDgptNlvA" width="560" height="315" title="YouTube video player" frameborder="0" allow="accelerometer; autoplay; clipboard-write; encrypted-media; gyroscope; picture-in-picture" allowfullscreen="allowfullscreen"></iframe>That is their loss.I am sure Smartkarma readers know how mahvelous this situation is.Last week we got the monthly <a href="https://www.asx.com.au/asxpdf/20210802/pdf/44yx7t2blf4t29.pdf" target="_blank" rel="noopener">NAV update for July 2021</a> suggesting a A$5.53. The Quiddity model for the NAV was a little bit less than half a penny higher, though it is possible And as of this morning, we have more detail on the <a href="https://www.asx.com.au/asxpdf/20210805/pdf/44z1f0732j455j.pdf" target="_blank" rel="noopener">Milton-WHSP Merger Schedule</a>. That matters because there continues to be delicious optionality on this situation. Both active managers and passive managers holding WHSP can benefit. MLT Hodlers should HODL. And as always, there is much more explication below the fold. <hr>The original piece with the fancy arithmetic in the Marvelous MLT Merger Model is described in <a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53464" rel="noopener">Milton Merger Is A Most Marvelous Arb</a>.The index treatment is in <a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53551" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a>.The followup showing more marvelousness (is that a word?) is in <a href="https://www.smartkarma.com/insights/milton-s-marvelous-arm-meanders-along-marvelously" target="_blank" data-smartkarma-citation="insights:54765" rel="noopener">Milton's Marvelous Arb Meanders Along... Marvelously</a>.

The Marvelous Milton Arb continues to be Maaaahvelous, darling, though you wouldn't know it to see the price evolution. The Simple Arb is, as I write, trading at a 3.8% spread.I expect that is because people do not see how marvelous this is. That is their loss.I am sure Smartkarma readers know how mahvelous this situation is.Last week we got the monthly NAV update for July 2021 suggesting a A$5.53. The Quiddity model for the NAV was a little bit less than half a penny higher, though it is possible And as of this morning, we have more detail on the Milton-WHSP Merger Schedule. That matters because there continues to be delicious optionality on this situation. Both active managers and passive managers holding WHSP can benefit. MLT Hodlers should HODL. And as always, there is much more explication below the fold. The original piece with the fancy arithmetic in the Marvelous MLT Merger Model is described in Milton Merger Is A Most Marvelous Arb.The index treatment is in Milton-WHSP Merger Index Implications and the Marvelous Arb.The followup showing more marvelousness (is that a word?) is in Milton's Marvelous Arb Meanders Along... Marvelously. 

The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come

<h3>The SHORT &amp; SWEET</h3><ul>
<li>Australian banks are seeing or are going to see sharp hikes in H1 dividends this year despite APRA guidance to be prudent with capital decisions. </li>
<li>APRA changed its guidance on 29 July. </li>
<li>ANZ had announced a decent-sized buyback earlier in July and NAB announced one on 30 July. </li>
<li>Others are expected to announce buy-backs in August.</li>
</ul><h3>The Longer Introduction</h3>In April 2020 when markets were crashing and there was tremendous uncertainty about what ravages covid might bring to every sector of the economy, <a href="https://www.smartkarma.com/entities/national-australia-bank-ltd" target="_blank" data-smartkarma-citation="entities:15:1" rel="noopener">National Australia Bank (NAB AU)</a> slashed its dividend and launched a A$3.5bn capital raise. Other companies did the same, but the other major banks avoided a capital raise in 2020 because they had either raised equity earlier (all four majors raised equity in 2015, but <a href="https://www.smartkarma.com/entities/westpac-banking-corp" target="_blank" data-smartkarma-citation="entities:444:1" rel="noopener">Westpac Banking (WBC AU)</a> also raised in Nov 2019) or they cut or eliminated an interim dividend (ANZ and CBA cut theirs, and Westpac eliminated their div for H1 2020 entirely).For NAB, the capital raise was an institutional share placement of A$3bn and a A$500mm Share Purchase Plan (SPP) targeting individual shareholders. The SPP was well-received, priced at A$14.15/share - the same price as the placement - so when books closed a month later and the market price was 10% higher, demand had been strong enough that the SPP was boosted by A$750mm to A$1.25bn. That was probably overly cautious at the time, but it was a huge gift to shareholders. A week after the SPP shares started trading on 2 June, the shares were changing hands above A$20/share. Fast forward almost a year later to the 6 May release of H1 earnings and the bank said it had too much capital with its Common Equity Tier 1 ratio at 12.37-12.40%. It noted it intended to take action to lower that but stay above APRA's Unquestionably Strong benchmark of 10.5%. This came despite APRA's <a href="https://www.apra.gov.au/news-and-publications/apra-issues-guidance-to-authorised-deposit-taking-institutions-and-insurers" target="_blank" rel="noopener">guidance</a> in early April of 2021 that it expected deposit-taking institutions it expected they (and other financial institutions) "limit discretionary capital distributions in the months ahead, including deferrals or prudent reductions in dividends." The 7 April <a href="https://www.apra.gov.au/sites/default/files/2020-04/Capital%20management.pdf" target="_blank" rel="noopener">letter</a> (pdf) on Capital Management said,<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/221/292/original/Screenshot+2021-07-31+at+3.03.52+PM.png?1627715057" class="editor-image img-responsive" data-smartkarma-image-id="221292"></figure></section>Interestingly, <a href="https://www.smartkarma.com/entities/australia-and-new-zealand-banking-group-anz" target="_blank" data-smartkarma-citation="entities:443:1" rel="noopener">Australia and New Zealand Banking Group (ANZ) (ANZ AU)</a> announced a A$1.5bn buyback - ~2% of market cap - on 19 July and the stock bounced $1/share to A$28/share over a few days. This was obviously discussed with APRA but ANZ CEO Shayne Elliott had said on 5 May when reporting a 126% increase in H1 profit helped by writebacks, and a jump in H1 div,  that the Australian economy was booming and said, “Australia is in really good shape in where we sit today," and he quite clearly laid out the case for a buyback then.<blockquote>
 “We have an embarrassment of riches, if you will, in terms of excess capital.”
“Clearly the only path to get to 10.8, putting aside almost unimaginable growth in our balance sheet, would be some sort of capital management activity,”
ANZ Bank CEO Shayne Elliott (5 May 2021)
</blockquote>ANZ was first off the block.On 29 July, APRA <a href="https://www.apra.gov.au/news-and-publications/apra-updates-guidance-on-capital-management-for-banks-and-insurers" target="_blank" rel="noopener">updated its guidance</a> and the <a href="https://www.apra.gov.au/sites/default/files/2020-07/Letter%20to%20authorised%20deposit-taking%20institutions%20-%20Capital%20management.pdf" target="_blank" rel="noopener">new letter</a> on capital management eliminates the strict requirement but maintains guidance on 50% dividend payout. <h3>New NAB News</h3>On Friday 30 July 2021, <a href="https://www.smartkarma.com/entities/national-australia-bank-ltd" target="_blank" data-smartkarma-citation="entities:15:1" rel="noopener">National Australia Bank (NAB AU)</a> filed an <a href="https://www.asx.com.au/asxpdf/20210730/pdf/44yt960pv5csx8.pdf" target="_blank" rel="noopener">announcement</a> with the ASX for an on-market buyback for A$2.5bn of its shares, which is about 3% of current market cap, as part of its effort to move its Common Equity Tier 1 ratio to 10.75-11.25%. Under Corporations Act 2001, a company has to announce an on-market buyback to ASIC 14 days before starting. The buyback is expected to start in mid-late August and go through a period as long as end July 2022. That ASIC <a href="https://www.asx.com.au/asxpdf/20210730/pdf/44ytb9zm9cfdpn.pdf" target="_blank" rel="noopener">lodgment</a> was made Friday too. Because it is an on-market buy back under the limits of the 10/12 rule (&gt;10% of shares to be bought back in &lt;12 months), no further details are required to be given out.<blockquote>
The timing and actual number of shares purchased under the buy-back will depend on market conditions, the prevailing share price and other considerations....
In addition to the on-market buy-back announced today, NAB intends to purchase shares on-market to satisfy Dividend Reinvestment Plan requirements over the buy-back period...
The exact nature, amount, and timing of any further capital returns beyond the $2.5 billion on-market buy-back announced today, will be dependent on market conditions and capital outlook.
</blockquote>Despite the still strict-sounding guidance from APRA, the organisation conducted stress tests and released results last December saying even in "severe downside scenario" where growth dropped 15% and unemployment rose 13% and house prices fell 30%, the major banks would all pass the minimum capital requirement with room to spare.The fact that these two banks have announced buybacks indicates APRA is comfortable with where banks stand, suggesting that the even more capitaltastic Westpac and CBA are likely to announce buybacks next month with earnings.

The SHORT &amp; SWEET
Australian banks are seeing or are going to see sharp hikes in H1 dividends this year despite APRA guidance to be prudent with capital decisions. 
APRA changed its guidance on 29 July. 
ANZ had announced a decent-sized buyback earlier in July and NAB announced one on 30 July. 
Others are expected to announce buy-backs in August.
The Longer IntroductionIn April 2020 when markets were crashing and there was tremendous uncertainty about what ravages covid might bring to every sector of the economy, National Australia Bank (NAB AU) slashed its dividend and launched a A$3.5bn capital raise. Other companies did the same, but the other major banks avoided a capital raise in 2020 because they had either raised equity earlier (all four majors raised equity in 2015, but Westpac Banking (WBC AU) also raised in Nov 2019) or they cut or eliminated an interim dividend (ANZ and CBA cut theirs, and Westpac eliminated their div for H1 2020 entirely).For NAB, the capital raise was an institutional share placement of A$3bn and a A$500mm Share Purchase Plan (SPP) targeting individual shareholders. The SPP was well-received, priced at A$14.15/share - the same price as the placement - so when books closed a month later and the market price was 10% higher, demand had been strong enough that the SPP was boosted by A$750mm to A$1.25bn. That was probably overly cautious at the time, but it was a huge gift to shareholders. A week after the SPP shares started trading on 2 June, the shares were changing hands above A$20/share. Fast forward almost a year later to the 6 May release of H1 earnings and the bank said it had too much capital with its Common Equity Tier 1 ratio at 12.37-12.40%. It noted it intended to take action to lower that but stay above APRA's Unquestionably Strong benchmark of 10.5%. This came despite APRA's guidance in early April of 2021 that it expected deposit-taking institutions it expected they (and other financial institutions) "limit discretionary capital distributions in the months ahead, including deferrals or prudent reductions in dividends." The 7 April letter (pdf) on Capital Management said,Interestingly, Australia and New Zealand Banking Group (ANZ) (ANZ AU) announced a A$1.5bn buyback - ~2% of market cap - on 19 July and the stock bounced $1/share to A$28/share over a few days. This was obviously discussed with APRA but ANZ CEO Shayne Elliott had said on 5 May when reporting a 126% increase in H1 profit helped by writebacks, and a jump in H1 div,  that the Australian economy was booming and said, “Australia is in really good shape in where we sit today," and he quite clearly laid out the case for a buyback then.
 “We have an embarrassment of riches, if you will, in terms of excess capital.”
“Clearly the only path to get to 10.8, putting aside almost unimaginable growth in our balance sheet, would be some sort of capital management activity,”
ANZ Bank CEO Shayne Elliott (5 May 2021)
ANZ was first off the block.On 29 July, APRA updated its guidance and the new letter on capital management eliminates the strict requirement but maintains guidance on 50% dividend payout. New NAB NewsOn Friday 30 July 2021, National Australia Bank (NAB AU) filed an announcement with the ASX for an on-market buyback for A$2.5bn of its shares, which is about 3% of current market cap, as part of its effort to move its Common Equity Tier 1 ratio to 10.75-11.25%. Under Corporations Act 2001, a company has to announce an on-market buyback to ASIC 14 days before starting. The buyback is expected to start in mid-late August and go through a period as long as end July 2022. That ASIC lodgment was made Friday too. Because it is an on-market buy back under the limits of the 10/12 rule (&gt;10% of shares to be bought back in &lt;12 months), no further details are required to be given out.
The timing and actual number of shares purchased under the buy-back will depend on market conditions, the prevailing share price and other considerations....
In addition to the on-market buy-back announced today, NAB intends to purchase shares on-market to satisfy Dividend Reinvestment Plan requirements over the buy-back period...
The exact nature, amount, and timing of any further capital returns beyond the $2.5 billion on-market buy-back announced today, will be dependent on market conditions and capital outlook.
Despite the still strict-sounding guidance from APRA, the organisation conducted stress tests and released results last December saying even in "severe downside scenario" where growth dropped 15% and unemployment rose 13% and house prices fell 30%, the major banks would all pass the minimum capital requirement with room to spare.The fact that these two banks have announced buybacks indicates APRA is comfortable with where banks stand, suggesting that the even more capitaltastic Westpac and CBA are likely to announce buybacks next month with earnings. 

Aussie Bank Buyback Season Starts - Expect A$12-15bn and Funky Flows

In mid-late June, the two largest Listed Investment Corporations in Australia - <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> and <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> - announced plans to merge, with SOL (a.k.a. "WHSP") becoming the surviving entity. 
This was discussed by <a href="https://www.smartkarma.com/profiles/david-blennerhassett" target="_blank" data-smartkarma-citation="accounts:840" rel="noopener">David Blennerhassett</a> in <a href="https://www.smartkarma.com/insights/whsp-s-proposed-merger-with-milton-corp" target="_blank" data-smartkarma-citation="insights:53422" rel="noopener">WHSP's Proposed Merger With Milton Corp</a> and by myself in <a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53464" rel="noopener">Milton Merger Is A Most Marvelous Arb</a> and <a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53551" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a>. 
It is a complicated deal. 
Milton had been trading at a discount to NAV, where NAV was 97% or so listed stocks. WHSP had been trading at a premium to NAV. WHSP agreed to pay a premium to NAV for MLT shares, but the construct provided for some really interesting other optionality (some positive, a little negative) for MLT shareholders. 
In early July, Milton announced its NAV at A$5.50/share and assuming it is exactly A$5.5000/share, the Quiddity Milton Model was off by 0.16%. When it released its top 20 stock and weights list which showed about A$50-60mm of adjustments to positions since 31 Dec 2020 within the top 20 names, that lowered the NAV miss to about 0.07% and that is probably a matter of timing and stray dividend income or a mark on its private assets.
Interestingly, as WHSP rose 10% then came back a bit, and Milton rose with it, but the Milton NAV did not rise much, the "spread to terms" has stayed reasonably stable except for some near-market-close shenanigans at times. 
But it still feels like people don't get it. 
There's some really interesting convexity here. Still.
And the supply/demand tilt is remarkable.

In mid-late June, the two largest Listed Investment Corporations in Australia - Milton Corp Ltd (MLT AU) and Washington H. Soul Pattinson and Co. Ltd (SOL AU) - announced plans to merge, with SOL (a.k.a. "WHSP") becoming the surviving entity. 
This was discussed by David Blennerhassett in WHSP's Proposed Merger With Milton Corp and by myself in Milton Merger Is A Most Marvelous Arb and Milton-WHSP Merger Index Implications and the Marvelous Arb. 
It is a complicated deal. 
Milton had been trading at a discount to NAV, where NAV was 97% or so listed stocks. WHSP had been trading at a premium to NAV. WHSP agreed to pay a premium to NAV for MLT shares, but the construct provided for some really interesting other optionality (some positive, a little negative) for MLT shareholders. 
In early July, Milton announced its NAV at A$5.50/share and assuming it is exactly A$5.5000/share, the Quiddity Milton Model was off by 0.16%. When it released its top 20 stock and weights list which showed about A$50-60mm of adjustments to positions since 31 Dec 2020 within the top 20 names, that lowered the NAV miss to about 0.07% and that is probably a matter of timing and stray dividend income or a mark on its private assets.
Interestingly, as WHSP rose 10% then came back a bit, and Milton rose with it, but the Milton NAV did not rise much, the "spread to terms" has stayed reasonably stable except for some near-market-close shenanigans at times. 
But it still feels like people don't get it. 
There's some really interesting convexity here. Still.
And the supply/demand tilt is remarkable.

Milton's Marvelous Arb Meanders Along... Marvelously

Despite a very large move in <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. (SOL AU)</a> ("WHSP") on Wednesday 23 June as people started to figure out the index implications on WHSP, the arb and the <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> ("MLT") leg appears under-appreciated, still. The Marvelous Milton Arb still has much to offer. And for those who care, it pays to build your model. The fancy arithmetic in the Marvelous MLT Merger Model is described in <a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" data-smartkarma-citation="insights:53464" rel="noopener">Milton Merger Is A Most Marvelous Arb</a> .Much more below the fold.

Despite a very large move in Washington H. Soul Pattinson and Co. (SOL AU) ("WHSP") on Wednesday 23 June as people started to figure out the index implications on WHSP, the arb and the Milton Corp Ltd (MLT AU) ("MLT") leg appears under-appreciated, still. The Marvelous Milton Arb still has much to offer. And for those who care, it pays to build your model. The fancy arithmetic in the Marvelous MLT Merger Model is described in Milton Merger Is A Most Marvelous Arb .Much more below the fold. 

Milton-WHSP Merger Index Implications and the Marvelous Arb

<a href="https://www.smartkarma.com/profiles/david-blennerhassett" target="_blank" data-smartkarma-citation="accounts:840" rel="noopener">David Blennerhassett</a> covered the basics of the proposed merger between <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> and <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. (SOL AU)</a> as it was announced earlier this morning which would deliver Milton shareholders cash in the form of dividends, some franking credits, and then consideration in the form of WHSP shares. His insight is <a href="https://www.smartkarma.com/insights/whsp-s-proposed-merger-with-milton-corp" target="_blank" data-smartkarma-citation="insights:53422" rel="noopener">WHSP's Proposed Merger With Milton Corp</a>. Today Milton closed up 16.00% at A$5.80 and WHSP closed 0.83% higher at A$30.50/share.The basic concept is that two of the oldest listed investment companies in Australia would merge to form a A$11bn Listed Investment Company with a more diverse mandate. Some of the commentary surrounding the merger does not seem to make a lot of sense, but I expect allowances/excuses can be made. What IS interesting is the contents (and risks) of the Consideration proposed.It is much more interesting and much more complex than it first appears. It is as Fernando Lama might have said.... maahhvelous.

David Blennerhassett covered the basics of the proposed merger between Milton Corp Ltd (MLT AU) and Washington H. Soul Pattinson and Co. (SOL AU) as it was announced earlier this morning which would deliver Milton shareholders cash in the form of dividends, some franking credits, and then consideration in the form of WHSP shares. His insight is WHSP's Proposed Merger With Milton Corp. Today Milton closed up 16.00% at A$5.80 and WHSP closed 0.83% higher at A$30.50/share.The basic concept is that two of the oldest listed investment companies in Australia would merge to form a A$11bn Listed Investment Company with a more diverse mandate. Some of the commentary surrounding the merger does not seem to make a lot of sense, but I expect allowances/excuses can be made. What IS interesting is the contents (and risks) of the Consideration proposed.It is much more interesting and much more complex than it first appears. It is as Fernando Lama might have said.... maahhvelous. 

Australia

Milton Corporation Limited is a listed investment company incorporated in Australia.  The Fund aims to generate an increasing income stream in the form of fully franked dividends by investing in a portfolio that will also provide growth.  The Fund invests in companies, trusts, fixed interest securities (including mortgages), and property.

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Milton Corp Ltd (MLT AU)

The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come

The Marvelous Milton Arb is still marvelous. I don't get how this isn't better appreciated by the market yet. Importantly, EVERYONE who holds WHSP...

Travis Lundy

Aussie Bank Buyback Season Starts - Expect A$12-15bn and Funky Flows

Aussie Bank Buyback Season is starting. ANZ a week plus ago. NAB on Friday. CBA and WBC likely to return franking credits via off-market buybacks....

Travis Lundy

Milton's Marvelous Arb Meanders Along... Marvelously

The Marvelous Milton Merger Arb is still trading slightly wide on a "straight arb" basis. On a "true arb" basis including optionality, it is...

Travis Lundy

Milton-WHSP Merger Index Implications and the Marvelous Arb

The proposed Milton / WHSP Merger has some marvelous math. And some funky index effects. Milton is smaller but has higher "float" so index weights...

Travis Lundy

Milton Merger Is A Most Marvelous Arb

The Milton vs WHSP merger consideration construct offers interesting but complex arbitrage opportunities. There is long and short optionality. It...

Travis Lundy

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