Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.</li>
<li>Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.</li>
<li>This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.</li>
</ul>


The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.
Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.
This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.


Cayman Islands: Headcount To Be Decapitated On 31 August

<ul>
<li>Continued stub losses are one thing. Ballooning <a href="https://www.smartkarma.com/entities/pccw-ltd" target="_blank" data-smartkarma-citation="entities:873:1" rel="noopener">PCCW Ltd (8 HK)</a> parent debt is another. </li>
<li>Preceding my comments on PCCW and <a href="https://www.smartkarma.com/entities/hkt-ltd" target="_blank" data-smartkarma-citation="entities:874:1" rel="noopener">HKT Ltd (6823 HK)</a> are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>.These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>


Continued stub losses are one thing. Ballooning PCCW Ltd (8 HK) parent debt is another. 
Preceding my comments on PCCW and HKT Ltd (6823 HK) are the current setup/unwind tables for Asia-Pacific Holdcos.
.These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


StubWorld: PCCW's Premium To NAV Is Unsustainable

<ul>
<li>You might have to go all the back to <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a>'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.</li>
<li>Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like <a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China (410 HK)</a> and <a href="https://www.smartkarma.com/entities/china-traditional-chinese-medicine" target="_blank" data-smartkarma-citation="entities:351:1" rel="noopener">TCM (570 HK)</a>
</li>
<li>IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.</li>
</ul>


You might have to go all the back to Guoco Group Ltd (53 HK)'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.
Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like Soho China (410 HK) and TCM (570 HK)

IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.


Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN Ltd (1310 HK)</a> spiked 12.3% yesterday in response to media reports (like <a href="https://www.thestandard.com.hk/breaking-news/section/4/202702/China-Mobile-explores-acquiring-Hong-Kong-telecom-firm-HKBN%C2%A0" target="_blank" rel="noopener">this one</a>) that <a href="https://www.smartkarma.com/entities/china-mobile-ltd" target="_blank" data-smartkarma-citation="entities:27:1" rel="noopener">China Mobile (941 HK)</a> was running a ruler over the company.</li>
<li>This follows Bloomberg reports last month and in May last year, that I Square's HGC Global Communications and numerous PE outfits were kicking tyres of the Hong Kong broadband play.</li>
<li>Over the weekend, Hong Kong's security chief was quoted as saying "the internet could become a major loophole when maintaining national security". <a href="https://www.smartkarma.com/entities/hkt-ltd" target="_blank" data-smartkarma-citation="entities:874:1" rel="noopener">HKT (6823 HK)</a> is a potential privatisation candidate. </li>
</ul>



HKBN Ltd (1310 HK) spiked 12.3% yesterday in response to media reports (like this one) that China Mobile (941 HK) was running a ruler over the company.
This follows Bloomberg reports last month and in May last year, that I Square's HGC Global Communications and numerous PE outfits were kicking tyres of the Hong Kong broadband play.
Over the weekend, Hong Kong's security chief was quoted as saying "the internet could become a major loophole when maintaining national security". HKT (6823 HK) is a potential privatisation candidate. 


<ul>
<li>Six months and counting; yet <a href="https://www.smartkarma.com/entities/china-mobile-ltd" target="_blank" data-smartkarma-citation="entities:27:1" rel="noopener">China Mobile (941 HK)</a> continues to (slowly, but surely) chip away at various pre-conditions. </li>
<li>In its <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0609/2025060900588.pdf" target="_blank" rel="noopener">monthly update</a>, <a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN Ltd (1310 HK)</a> said Mobile has proposed commitments to Hong Kong's Communication Authority,  and that the commitments are sufficient to effectively address the CA's concerns. </li>
<li>The CA is seeking industry feedback by the 13th June, but a favourable conclusion appears a lock. Elsewhere, no update on I-Squared's proposal. </li>
</ul>


Six months and counting; yet China Mobile (941 HK) continues to (slowly, but surely) chip away at various pre-conditions. 
In its monthly update, HKBN Ltd (1310 HK) said Mobile has proposed commitments to Hong Kong's Communication Authority,  and that the commitments are sufficient to effectively address the CA's concerns. 
The CA is seeking industry feedback by the 13th June, but a favourable conclusion appears a lock. Elsewhere, no update on I-Squared's proposal. 


HKBN (1310 HK): CA Approval (All But) Done. NDRC & MoC Still Outstanding

Hong Kong

PCCW Limited, through its subsidiaries, provides telecommunications, Internet access, multimedia services and related equipment.  The Company also offers computer, engineering, and other technical services in Hong Kong.  In addition, PCCW invests in and develops system integration and technology-related business, infrastructure and properties in Hong Kong and China.

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PCCW Ltd (8 HK)

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

StubWorld: PCCW's Premium To NAV Is Unsustainable

PCCW has an attractive yield. But that's about it. A 4% premium to NAV is unsustainable. I'd reverse the stub here - short PCCW, long HKT.

David Blennerhassett

Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

PE and/or a VC outfit blocking deals are rare. Which may suggest LVC doesn't want that moniker. You could therefore, extrapolate that line of...

David Blennerhassett

If HKBN Gets Taken Out, Who's Next?

Is $10/share for HKBN enough to kick out TPG? Maybe. And it's peanuts for the likes of China Mobile sitting on cash of US$33bn. Separately, HKT is...

David Blennerhassett

HKBN (1310 HK): CA Approval (All But) Done. NDRC & MoC Still Outstanding

You have Mobile's firm offer at a 2.1% gross spread. My bet is that the key PRC regulators are holding back until CA clears the transaction. Do not...

David Blennerhassett

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