Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>Today, <a href="https://www.smartkarma.com/entities/naspers-ltd" target="_blank" data-smartkarma-citation="entities:21085:1" rel="noopener">Naspers (NPN SJ)</a> and <a href="https://www.smartkarma.com/entities/prosus-nv" target="_blank" data-smartkarma-citation="entities:28104:1" rel="noopener">Prosus (PRX NA)</a> surprised most of us by announcing a Proposed Voluntary Share Exchange Offer to Naspers Shareholders. </p><p>The deal involves offering Naspers shareholders the chance to convert their Naspers shares to Prosus shares at a premium to the last trade and recent value, and offer "value" to Prosus shareholders via accretion.</p><p>The resulting complexity is, however, less attractive. </p><p>The initial response was to see the Naspers-Prosus spread tighten. The next response is to widen back out a bit. The coming days will tell you what the real response is. The response of the Prosus:NAV ratio is the more informative of the two. </p><p>Eventually, the model accretion plus buyback accretion at Prosus should win shareholders over, and <em>domestic</em> Naspers shareholders should find the structure slightly attractive, but the call made clear that despite executives having spent a LOT of time on this, they clearly hadn't thought everything through. </p>

Today, Naspers (NPN SJ) and Prosus (PRX NA) surprised most of us by announcing a Proposed Voluntary Share Exchange Offer to Naspers Shareholders. The deal involves offering Naspers shareholders the chance to convert their Naspers shares to Prosus shares at a premium to the last trade and recent value, and offer "value" to Prosus shareholders via accretion.The resulting complexity is, however, less attractive. The initial response was to see the Naspers-Prosus spread tighten. The next response is to widen back out a bit. The coming days will tell you what the real response is. The response of the Prosus:NAV ratio is the more informative of the two. Eventually, the model accretion plus buyback accretion at Prosus should win shareholders over, and domestic Naspers shareholders should find the structure slightly attractive, but the call made clear that despite executives having spent a LOT of time on this, they clearly hadn't thought everything through. 

Naspers & Prosus Exchange Offer - Accretion Vs Complexity

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

<p><a href="https://www.smartkarma.com/entities/meituan-dianping" target="_blank" data-smartkarma-citation="entities:26970:1" rel="noopener">Meituan (3690 HK)</a> aims to raise around US$10bn via a combination of an equity placement and convertible bond issuance. </p><p>Along with the US$6.6bn top-up placement, its largest shareholder <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> will chip in another US$400m. In this note, we will run the deal through our framework and talk about deal dynamics.</p>

Meituan (3690 HK) aims to raise around US$10bn via a combination of an equity placement and convertible bond issuance. Along with the US$6.6bn top-up placement, its largest shareholder Tencent Holdings (700 HK) will chip in another US$400m. In this note, we will run the deal through our framework and talk about deal dynamics.

Meituan Placement - Might Not Do a Tencent but Low-End Looks Enticing

<div>
<p><a href="https://www.smartkarma.com/entities/prosus-nv-75c7a0c4-16ff-4433-a40f-25ae5b24077d" target="_blank" data-smartkarma-citation="entities:28498:1" rel="noopener">Prosus NV (PROSY US)</a> aims to raise around US$14.5bn via selling a 2% stake in <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> overnight in Hong Kong.</p>
<p>We spoke about the placement in <a href="https://www.smartkarma.com/insights/tencent-placement-another-reluctant-but-well-flagged-sell-down-lifting-the-us-14-5bn-overhang" target="_blank" rel="noopener">Tencent Placement - Another Reluctant but Well-Flagged Sell Down, Lifting the US$14.5bn Overhang.</a></p>
</div><div><p>We have been covering the lock-up expiry since Feb 2021 in:</p></div><div><ul style="list-style-type: disc;">
<li><a href="https://www.smartkarma.com/insights/tencent-placement-lock-up-expiry-us-10bn-block-and-buyback-linked-holdco-trade" target="_blank" rel="noopener">Tencent Placement Lock-Up Expiry - US$10bn+ Block and Buyback Linked Holdco Trade, and</a></li>
<li><a href="https://www.smartkarma.com/insights/tencent-placement-lock-up-expiry-block-and-buyback-linked-holdco-trade-update" target="_blank" rel="noopener">Tencent Placement Lock-Up Expiry -  Block and Buyback Linked Holdco Trade Update</a></li>
</ul></div><div><p>While the overall cash being raised should be positive for Prosus and Naspers, not all aspects of the deal will be viewed positively. </p></div>


Prosus NV (PROSY US) aims to raise around US$14.5bn via selling a 2% stake in Tencent Holdings (700 HK) overnight in Hong Kong.
We spoke about the placement in Tencent Placement - Another Reluctant but Well-Flagged Sell Down, Lifting the US$14.5bn Overhang.
We have been covering the lock-up expiry since Feb 2021 in:
Tencent Placement Lock-Up Expiry - US$10bn+ Block and Buyback Linked Holdco Trade, and
Tencent Placement Lock-Up Expiry -  Block and Buyback Linked Holdco Trade Update
While the overall cash being raised should be positive for Prosus and Naspers, not all aspects of the deal will be viewed positively. 

Tencent Placement and the Holdco Implications - Deal Almost Done, Now What?

<div>
<p><a href="https://www.smartkarma.com/entities/prosus-nv-75c7a0c4-16ff-4433-a40f-25ae5b24077d" target="_blank" data-smartkarma-citation="entities:28498:1" rel="noopener">Prosus NV (PROSY US)</a> aims to raise around US$14.5bn via selling a 2% stake in <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a>.</p>
<p>The deal comes nearly three years, and right after the lock-up expiry, from the previous placement when on 22nd March 2018, <a href="https://www.smartkarma.com/entities/naspers-ltd" target="_blank" data-smartkarma-citation="entities:21085:1" rel="noopener">Naspers (NPN SJ)</a> reluctantly sold US$10bn worth of <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> shares.  We have covered the previous placement in our earlier note, <a href="https://www.smartkarma.com/insights/tencent-placement-huge-deal-in-size-small-in-relative-terms-succumbing-to-the-holdco-discount" target="_blank" rel="noopener">Tencent Placement - Huge Deal in Size, Small in Relative Terms - Succumbing to the HoldCo Discount</a>.</p>
<p>We have been covering the lock-up expiry since Feb 2021 in:</p>
<ul>
<li><a href="https://www.smartkarma.com/insights/tencent-placement-lock-up-expiry-us-10bn-block-and-buyback-linked-holdco-trade" target="_blank" rel="noopener">Tencent Placement Lock-Up Expiry - US$10bn+ Block and Buyback Linked Holdco Trade, and</a></li>
<li><a href="https://www.smartkarma.com/insights/tencent-placement-lock-up-expiry-block-and-buyback-linked-holdco-trade-update" target="_blank" rel="noopener">Tencent Placement Lock-Up Expiry -  Block and Buyback Linked Holdco Trade Update</a></li>
</ul>
<p>In this note, we will talk about the deal dynamics.</p>
</div>


Prosus NV (PROSY US) aims to raise around US$14.5bn via selling a 2% stake in Tencent Holdings (700 HK).
The deal comes nearly three years, and right after the lock-up expiry, from the previous placement when on 22nd March 2018, Naspers (NPN SJ) reluctantly sold US$10bn worth of Tencent Holdings (700 HK) shares.  We have covered the previous placement in our earlier note, Tencent Placement - Huge Deal in Size, Small in Relative Terms - Succumbing to the HoldCo Discount.
We have been covering the lock-up expiry since Feb 2021 in:

Tencent Placement Lock-Up Expiry - US$10bn+ Block and Buyback Linked Holdco Trade, and
Tencent Placement Lock-Up Expiry -  Block and Buyback Linked Holdco Trade Update

In this note, we will talk about the deal dynamics.


Tencent Placement - Another Reluctant but Well-Flagged Sell Down, Lifting the US$14.5bn Overhang

<p>On Friday 30 October in the morning, <a href="https://www.smartkarma.com/entities/prosus-nv" target="_blank" data-smartkarma-citation="entities:28104:1" rel="noopener">Prosus (PRX NA)</a><a href="https://www.prosus.com/news/media-release-prosus-to-acquire-us%245-billion-of-na" target="_blank" rel="noopener">announced</a> that it would conduct a US$5bn buyback of Prosus shares and <a href="https://www.smartkarma.com/entities/naspers-ltd" target="_blank" data-smartkarma-citation="entities:21085:1" rel="noopener">Naspers (NPN SJ)</a> shares (i.e. the subsidiary would buy shares in the parent to avoid passing down income from sub to parent which could be taxed). </p>
<p>There were some pleasant, shareholder-friendly comments. </p>
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<p>In total, Prosus will acquire up to US$5 billion in shares in Naspers and Prosus on the open market, starting after interim earnings are released on 23 November 2020. Purchases will be made on a pro-rata (72.5%/27.5%) basis in line with the economic stakes of both companies in the Prosus/Naspers asset base and Prosus would not vote shares purchased and they would come out of the per-share calculations for EPS and BVPS.</p>
<p>It isn't a lot in the grand scheme of things, but $5bn is $5bn, and the discount is quite wide, so this deserves a look.</p>

On Friday 30 October in the morning, Prosus (PRX NA)announced that it would conduct a US$5bn buyback of Prosus shares and Naspers (NPN SJ) shares (i.e. the subsidiary would buy shares in the parent to avoid passing down income from sub to parent which could be taxed). 
There were some pleasant, shareholder-friendly comments. 



In total, Prosus will acquire up to US$5 billion in shares in Naspers and Prosus on the open market, starting after interim earnings are released on 23 November 2020. Purchases will be made on a pro-rata (72.5%/27.5%) basis in line with the economic stakes of both companies in the Prosus/Naspers asset base and Prosus would not vote shares purchased and they would come out of the per-share calculations for EPS and BVPS.
It isn't a lot in the grand scheme of things, but $5bn is $5bn, and the discount is quite wide, so this deserves a look.

Naspers & Prosus - A $5bn Catalyst Arrives

China

Prosus N.V. provides internet based services. The Company focuses on investments in internet, digital media, e-commerce retailing, and consumer internet companies. Prosus serves customers worldwide.

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Prosus NV (PROSY US)

Naspers & Prosus Exchange Offer - Accretion Vs Complexity

Naspers and Prosus propose an Exchange Offer for 45.4% of Naspers to receive Prosus shares. Prosus will own 49.5% of Naspers. There is accretion,...

Travis Lundy

Meituan Placement - Might Not Do a Tencent but Low-End Looks Enticing

Meituan aims to raise around US$10bn via a combination of an equity placement and convertible bond issuance. In this note, we will run the deal...

Sumeet Singh

Tencent Placement and the Holdco Implications - Deal Almost Done, Now What?

Prosus NV aims to raise around US$14.5bn via selling a 2% stake in Tencent. While the overall raising should be positive for Prosus and Naspers,...

Sumeet Singh

Tencent Placement - Another Reluctant but Well-Flagged Sell Down, Lifting the US$14.5bn Overhang

Prosus aims to raise around US$14.5bn via selling a 2% stake in Tencent. The deal comes nearly three years, and right after the lock-up expiry,...

Sumeet Singh

Naspers & Prosus - A $5bn Catalyst Arrives

Naspers/Prosus finally has a catalyst. It's not a HUGE catalyst but US$5bn is US$5bn. The trick is to think about where this places you at the end...

Travis Lundy

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