Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

China Logistics Property Holdings / Event-Driven

China Logistics Property Holdings (1589 HK)

<ul>
<li>China's AML (Anti-Monopoly Law) Authority approval, the key SPA condition to the <strong><a href="https://www.smartkarma.com/entities/china-logistics-property-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:22799:1" rel="noopener">China Logistics Property Holdings (1589 HK)</a></strong> transaction, has now been satisfied.  </li>
<li>A number of conditions to the SPA remain outstanding, almost all of which can be waived by the Offeror (<strong><a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com Inc. (9618 HK)</a></strong>).</li>
<li>Trading tight to terms with possible payment in early February.</li>
</ul>


China's AML (Anti-Monopoly Law) Authority approval, the key SPA condition to the China Logistics Property Holdings (1589 HK) transaction, has now been satisfied.  
A number of conditions to the SPA remain outstanding, almost all of which can be waived by the Offeror (JD.com Inc. (9618 HK)).
Trading tight to terms with possible payment in early February.


CLPH (1589 HK): MGO Imminent As Anti-Monopoly Approval Satisfied

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

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.

Equity Capital Markets

Nippon Prologis Reit / Equity Capital Markets

<ul>
<li>Nippon Prologis Reit (3283 JP) is looking to raise US$265m in its global follow-on offering to acquire three logistics properties</li>
<li>We have covered a number of past placement for the stock, most of which have done well.</li>
<li>In this note, we will talk about the deal dynamics and run the deal through our ECM framework.</li>
</ul>


Nippon Prologis Reit (3283 JP) is looking to raise US$265m in its global follow-on offering to acquire three logistics properties
We have covered a number of past placement for the stock, most of which have done well.
In this note, we will talk about the deal dynamics and run the deal through our ECM framework.


Nippon Prologis REIT Placement - Small Deal, Marginal Accretion. Past Deals Have Done Well

<div>
<p><a href="https://www.smartkarma.com/entities/china-logistics-property-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:22799:1" rel="noopener">China Logistics Property Holdings (1589 HK)</a> (CLPH) has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0903/2021090300814.pdf" target="_blank" rel="noopener">announced</a> its chairman, Li Shifa, has entered into an S&amp;P Agreement with <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com Inc. (9618 HK)</a>, to sell his 26.38% stake in CLPH at a price of $4.35/share.</p>
<p>Provided conditions to the S&amp;P are fulfilled, and with JD.com currently holding 10.64%, it would be obligated to make a Mandatory General Offer (MGO) - also at HK$4.35/share.</p>
<p>The key S&amp;P condition is approval from China's AML (Anti-Monopoly Law) Authority.</p>
<p>The key condition to the MGO becoming unconditional is JD.com holding 50% of the voting rights in CLPH. RRJ Capital, Joy Orient, and Dajia Baoxian have given irrevocables to tender in their 21.94%, 3.3%, and 4.14% respective stakes.</p>
<p>This all looks pretty clean.</p>
<p>The pushback is that when CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1229/2020122901322.pdf" target="_blank" rel="noopener">announced</a> on the 29 December 2020 Li and RRJ Capital were "<em>conducting a preliminary strategic review of their stakes</em>", indicating a possible change of control for the company, the pre-announcement share price was HK$3.90. Therefore the Offer Price is an 11.5% premium to the undisturbed price. Many investors thought a $4.50+ handle was more in keeping with this space which has been garnering significant attention.</p>
<p>The Offer price will not be increased. </p>
<p>Still, as one reader put it, they're just happy to get this slow-burning deal off their books.</p>
<p>More below the fold.</p>
</div>


China Logistics Property Holdings (1589 HK) (CLPH) has announced its chairman, Li Shifa, has entered into an S&amp;P Agreement with JD.com Inc. (9618 HK), to sell his 26.38% stake in CLPH at a price of $4.35/share.
Provided conditions to the S&amp;P are fulfilled, and with JD.com currently holding 10.64%, it would be obligated to make a Mandatory General Offer (MGO) - also at HK$4.35/share.
The key S&amp;P condition is approval from China's AML (Anti-Monopoly Law) Authority.
The key condition to the MGO becoming unconditional is JD.com holding 50% of the voting rights in CLPH. RRJ Capital, Joy Orient, and Dajia Baoxian have given irrevocables to tender in their 21.94%, 3.3%, and 4.14% respective stakes.
This all looks pretty clean.
The pushback is that when CLPH announced on the 29 December 2020 Li and RRJ Capital were "conducting a preliminary strategic review of their stakes", indicating a possible change of control for the company, the pre-announcement share price was HK$3.90. Therefore the Offer Price is an 11.5% premium to the undisturbed price. Many investors thought a $4.50+ handle was more in keeping with this space which has been garnering significant attention.
The Offer price will not be increased. 
Still, as one reader put it, they're just happy to get this slow-burning deal off their books.
More below the fold.


China Logistics (1589 HK): JD.com's Offer Comes Up Short

<p>On the 29 December 2020, <a href="https://www.smartkarma.com/entities/china-logistics-property-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:22799:1" rel="noopener">China Logistics Property Holdings (1589 HK)</a> (CLPH) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1229/2020122901322.pdf" target="_blank" rel="noopener">announced</a> Li Shifa (chairman, holding ~28.2%) and RRJ Capital (~23.35%), were <em>"conducting a preliminary strategic review of their stakes</em>", indicating a possible change of control for the company. Shares gained 16.4% over the following three trading days. </p>
<p>Fast forward to the 9 June,  and CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0609/2021060900007.pdf" target="_blank" rel="noopener">announced</a> a placement of 220mn new shares at a placing price of $3.54/share, an 18.24% discount to last close. This was arguably not the news the market was anticipating, and shares closed down ~20% at HK$3.45 versus a post-money book value of ~HK$3.90. </p>
<p>That <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0617/2021061701380.pdf" target="_blank" rel="noopener">placement</a> was completed on the 17 June. Of interest, <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com Inc. (9618 HK)</a> bumped its stake to 10.11%, on a fully diluted basis, from 9.87% (pre-placement), becoming a substantial shareholder in the process as defined in the Listing Rules. With JD.com no longer considered part of the float - which excludes shareholders with ≥10% of a company's voting power -  CLPH was now in breach of Hong Kong's public float.</p>
<p>The takeaway at the time was that JD.com was making a clear point it was not supportive of the placement. In addition, Li and RRJ didn't participate in the placement. </p>
<p>Then at the AGM on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0629/2021062901428.pdf" target="_blank" rel="noopener">29 June</a>, shareholders voted down the ordinary resolution giving CLPH's directors the mandate to purchase 10% of shares out. This was shortly followed by a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0707/2021070701481.pdf" target="_blank" rel="noopener">requisition for an EGM</a> from ESR Cayman (holding 18.1% of shares out) proposing four directors to the board. </p>
<p>On the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0722/2021072201203.pdf" target="_blank" rel="noopener">22 July</a>, "substantial shareholders (s)" - without naming names - had indicated to CLPH its intention to assist the Company to restore the public float by disposing of its existing shares to independent third parties.</p>
<p>Curiously, CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0817/2021081701346.pdf" target="_blank" rel="noopener">announce</a>d on the 17 August that Li has entered into a call option to acquire a non-core office asset from CLPH.</p>
<div>
<p>Shares increased 14% yesterday on massive volume, before shares were suspended at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0826/2021082600505.pdf" target="_blank" rel="noopener">3.08pm</a> "<em>pending the release of an announcement which contains inside information</em>". </p>
<h3>The New News</h3>
<p>CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0826/2021082601774.pdf" target="_blank" rel="noopener">announced</a> that Li was is in discussion with a potential purchaser of 26.38% of the total issued shares, which, if completed, may lead to a change in control and a mandatory general offer.</p>
<p>Shares are off 5% today as I type, on sizeable volume.</p>
</div>
<div>
<p>More below the fold.</p>
</div>

On the 29 December 2020, China Logistics Property Holdings (1589 HK) (CLPH) announced Li Shifa (chairman, holding ~28.2%) and RRJ Capital (~23.35%), were "conducting a preliminary strategic review of their stakes", indicating a possible change of control for the company. Shares gained 16.4% over the following three trading days. 
Fast forward to the 9 June,  and CLPH announced a placement of 220mn new shares at a placing price of $3.54/share, an 18.24% discount to last close. This was arguably not the news the market was anticipating, and shares closed down ~20% at HK$3.45 versus a post-money book value of ~HK$3.90. 
That placement was completed on the 17 June. Of interest, JD.com Inc. (9618 HK) bumped its stake to 10.11%, on a fully diluted basis, from 9.87% (pre-placement), becoming a substantial shareholder in the process as defined in the Listing Rules. With JD.com no longer considered part of the float - which excludes shareholders with ≥10% of a company's voting power -  CLPH was now in breach of Hong Kong's public float.
The takeaway at the time was that JD.com was making a clear point it was not supportive of the placement. In addition, Li and RRJ didn't participate in the placement. 
Then at the AGM on the 29 June, shareholders voted down the ordinary resolution giving CLPH's directors the mandate to purchase 10% of shares out. This was shortly followed by a requisition for an EGM from ESR Cayman (holding 18.1% of shares out) proposing four directors to the board. 
On the 22 July, "substantial shareholders (s)" - without naming names - had indicated to CLPH its intention to assist the Company to restore the public float by disposing of its existing shares to independent third parties.
Curiously, CLPH announced on the 17 August that Li has entered into a call option to acquire a non-core office asset from CLPH.

Shares increased 14% yesterday on massive volume, before shares were suspended at 3.08pm "pending the release of an announcement which contains inside information". 
The New News
CLPH announced that Li was is in discussion with a potential purchaser of 26.38% of the total issued shares, which, if completed, may lead to a change in control and a mandatory general offer.
Shares are off 5% today as I type, on sizeable volume.


More below the fold.


China Logistics (1589 HK): More Talk On "Change Of Control"

<div><p><a href="https://www.smartkarma.com/entities/glp-j-reit" target="_blank" data-smartkarma-citation="entities:11009:1" rel="noopener">GLP J-REIT (3281 JP) </a>is looking to raise  around US$230m in its placement to acquire four assets located in Tokyo and Osaka. This is the third fund raising by the company in a little over a year. All of the past deals have done well.</p></div><div><p>Links to our coverage of previous placements done by GLP J-REIT:</p></div><div><ul style="list-style-type: disc;">
<li><a href="https://www.smartkarma.com/insights/glp-j-reit-placement-accretive-acquisition-past-deals-have-done-well" target="_blank" rel="noopener">GLP J-REIT Placement - Accretive Acquisition, past Deals Have Done Well</a></li>
<li><a href="https://www.smartkarma.com/insights/glp-j-reit-placement-a-large-but-accretive-acquisition" target="_blank" rel="noopener">GLP J-REIT Placement - A Large but Accretive Acquisition</a></li>
<li>
<a href="https://www.smartkarma.com/insights/glp-j-reit-placement-setting-a-new-trend-for-jreits" target="_blank" data-smartkarma-citation="insights:40622" rel="noopener">GLP J-REIT Placement - Setting a New Trend for JREITs</a> </li>
<li><a href="https://www.smartkarma.com/insights/glp-j-reit-placement-already-back-for-more-but-still-getting-good-accretion" target="_blank" rel="noopener">GLP J-REIT Placement - Already Back for More but Still Getting Good Accretion</a></li>
</ul></div><p>In this note, we'll run the deal through our ECM framework and comment on deal dynamics.</p>

GLP J-REIT (3281 JP) is looking to raise  around US$230m in its placement to acquire four assets located in Tokyo and Osaka. This is the third fund raising by the company in a little over a year. All of the past deals have done well.Links to our coverage of previous placements done by GLP J-REIT:
GLP J-REIT Placement - Accretive Acquisition, past Deals Have Done Well
GLP J-REIT Placement - A Large but Accretive Acquisition

GLP J-REIT Placement - Setting a New Trend for JREITs 
GLP J-REIT Placement - Already Back for More but Still Getting Good Accretion
In this note, we'll run the deal through our ECM framework and comment on deal dynamics.

GLP J-REIT Placement - Almost All the past Deals Have Done Well but Shares Are at an All Time High

United States

Prologis, Inc. is an owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. The Company also leases modern distribution facilities to customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises.

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Prologis Inc (PLD US)

CLPH (1589 HK): MGO Imminent As Anti-Monopoly Approval Satisfied

Trading super tight at 0.2%/2.4% gross/annualised spread (at HK$4.34/share), assuming early February completion. You have a hard put at HK$4.35...

David Blennerhassett

Nippon Prologis REIT Placement - Small Deal, Marginal Accretion. Past Deals Have Done Well

Nippon Prologis Reit (3283 JP) is looking to raise US$265m in its global follow-on offering to acquire three logistics properties.

Sumeet Singh

China Logistics (1589 HK): JD.com's Offer Comes Up Short

The price is widely viewed as a disappointment. But this should trade relatively tight to terms - perhaps around HK$4.25, or 2.4%/16.0% gross...

David Blennerhassett

China Logistics (1589 HK): More Talk On "Change Of Control"

It is still a pre-event. There can no guarantee an Offer will be forthcoming. But shares are back down to the same level at the time of the...

David Blennerhassett

GLP J-REIT Placement - Almost All the past Deals Have Done Well but Shares Are at an All Time High

GLP J-REIT (3281 JP) is looking to raise around US$230m in its placement to acquire four assets located in Tokyo and Osaka. This is the third fund...

Sumeet Singh

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