Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

This morning 18 October, 2021, <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and <a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> announced they had entered into a Binding Scheme Implementation Deed for HDS to acquire AVN through a Scheme of Arrangement. This will create a combined portfolio of A$4.1bn and a combined market cap of A$3.2bn on a pro-forma basis. Terms are that AVN security-holders will receive 2.2 HDN securities AND either A$0.285/unit of cash or 0.038 HMC securities (either or, not a combination). HDN is contributing 93% of the total consideration paid to AVN holders. <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a> is contributing the other 7%, which will lower HMC's ownership of HDN post-merger. The consideration results in a premium of 15.3% from the Friday close, a 16.4% premium to one-month VWAP, and a 41.9% premium to 30 June 2021. There is ~4% accretion involved for security-holders of both sides assuming the cash option is take-up.Both HDN and AVN boards unanimously recommend/support the deal (AVN in the absence of a superior proposal) and AVN shareholders and directors representing 29.3% of AVN voting rights (22.6% by BBRC Retail and 6.7% by the AVN Board) have agreed to vote for the Scheme. Separately, HMC has done a deal to buy a 6% stake in AVN directly from BBRC at a cash amount equal to the Offer Price. That will leave the HMC holding at 13.5% post-merger.HDN is the smaller of the two and existing AVN shareholders will end up with nearly 57% of the total NEWCO HDN shares out after the deal (AVN minorities will have 47.1% while after selling 6% to HMC, BBRC will have 10.1%). HMC will have 13.5% of the post-merger business. Importantly, the entire management team of AVN is expected to join HMC, and the CEO and CFO of AVN will become CEO and CFO, respectively, of HDN MergeCo.The Scheme Booklet will be out in about two months, the Scheme meeting executed in late January 2022, and implementation will be mid-February under the proposed schedule. This looks like a decent deal, and a done deal.

This morning 18 October, 2021, HomeCo Daily Needs REIT (HDN AU) and Aventus Group (AVN AU) announced they had entered into a Binding Scheme Implementation Deed for HDS to acquire AVN through a Scheme of Arrangement. This will create a combined portfolio of A$4.1bn and a combined market cap of A$3.2bn on a pro-forma basis. Terms are that AVN security-holders will receive 2.2 HDN securities AND either A$0.285/unit of cash or 0.038 HMC securities (either or, not a combination). HDN is contributing 93% of the total consideration paid to AVN holders. Home Consortium Ltd (HMC AU) is contributing the other 7%, which will lower HMC's ownership of HDN post-merger. The consideration results in a premium of 15.3% from the Friday close, a 16.4% premium to one-month VWAP, and a 41.9% premium to 30 June 2021. There is ~4% accretion involved for security-holders of both sides assuming the cash option is take-up.Both HDN and AVN boards unanimously recommend/support the deal (AVN in the absence of a superior proposal) and AVN shareholders and directors representing 29.3% of AVN voting rights (22.6% by BBRC Retail and 6.7% by the AVN Board) have agreed to vote for the Scheme. Separately, HMC has done a deal to buy a 6% stake in AVN directly from BBRC at a cash amount equal to the Offer Price. That will leave the HMC holding at 13.5% post-merger.HDN is the smaller of the two and existing AVN shareholders will end up with nearly 57% of the total NEWCO HDN shares out after the deal (AVN minorities will have 47.1% while after selling 6% to HMC, BBRC will have 10.1%). HMC will have 13.5% of the post-merger business. Importantly, the entire management team of AVN is expected to join HMC, and the CEO and CFO of AVN will become CEO and CFO, respectively, of HDN MergeCo.The Scheme Booklet will be out in about two months, the Scheme meeting executed in late January 2022, and implementation will be mid-February under the proposed schedule. This looks like a decent deal, and a done deal. 

HomeCo Daily Needs REIT (HDN AU) To Merge with Aventus (AVN AU) In Self-Takeunder

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> is Australia’s largest fully integrated owner, manager and developer of large format retail centres in Australia. Aventus entered a scheme implementation deed to implement a merger with <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a>. Aventus securityholders will be offered 2.200 HDN units for every 1 unit in Aventus Retail Property Fund (93% of transaction value) and A$0.285 cash or 0.038 HMC securities for every 1 share in Aventus Holdings Limited (7% of transaction value). The implied offer price of A$3.82 per Aventus share is a 15.3% premium to the unaffected price of A$3.31 (15 October). The offer price will not be reduced for any distributions announced by Aventus, HDN and HMC prior to the implementation. Post-merger, Aventus securityholders will own 47.1% of the merged group.The scheme is conditional on AVN securityholder approval by at least 75% of the votes cast and 50% securityholders voting. Brett Blundy Retail Capital (BBRC) and the Aventus Board which represents 22.6% and 6.7% of AVN securities, respectively, intend to vote in favour of the merger. The scheme is also conditional on HDN unitholder approval by at least 50% of votes cast (HMC cannot vote). <div class="content-highlight">We think that recommended offer is attractive both in terms of historical multiples and share prices for Aventus securityholders. The merger is also FFO and NTA accretive to Aventus securityholders. While the merger is FFO accretive, it is NTA dilutive to HDN unitholders. Nevertheless, the strong strategic rationale for the merger should gain support from HDN unitholders. At the last close prices of Aventus and HDN, Aventus’ shares are trading at 3.6% gross spread to the indicative offer.</div>

Aventus Group (AVN AU) is Australia’s largest fully integrated owner, manager and developer of large format retail centres in Australia. Aventus entered a scheme implementation deed to implement a merger with HomeCo Daily Needs REIT (HDN AU) and Home Consortium Ltd (HMC AU). Aventus securityholders will be offered 2.200 HDN units for every 1 unit in Aventus Retail Property Fund (93% of transaction value) and A$0.285 cash or 0.038 HMC securities for every 1 share in Aventus Holdings Limited (7% of transaction value). The implied offer price of A$3.82 per Aventus share is a 15.3% premium to the unaffected price of A$3.31 (15 October). The offer price will not be reduced for any distributions announced by Aventus, HDN and HMC prior to the implementation. Post-merger, Aventus securityholders will own 47.1% of the merged group.The scheme is conditional on AVN securityholder approval by at least 75% of the votes cast and 50% securityholders voting. Brett Blundy Retail Capital (BBRC) and the Aventus Board which represents 22.6% and 6.7% of AVN securities, respectively, intend to vote in favour of the merger. The scheme is also conditional on HDN unitholder approval by at least 50% of votes cast (HMC cannot vote). We think that recommended offer is attractive both in terms of historical multiples and share prices for Aventus securityholders. The merger is also FFO and NTA accretive to Aventus securityholders. While the merger is FFO accretive, it is NTA dilutive to HDN unitholders. Nevertheless, the strong strategic rationale for the merger should gain support from HDN unitholders. At the last close prices of Aventus and HDN, Aventus’ shares are trading at 3.6% gross spread to the indicative offer.

Aventus Recommended Merger with HomeCo Daily Needs REIT

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

Vicinity Centres / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/federation-centres" target="_blank" data-smartkarma-citation="entities:335:1" rel="noopener">Vicinity Centres (VCX AU)</a> aims to raise around US$800m (A$1.2bn) in order to shore up its balance sheet. The company has just announced that it won't pay any dividend for 2H20 (half year ending Jun 20), and that its portfolio valuation might be down 11-13%. While the placement itself is highly dilutive. However, the offer price is at multi-year lows and the stock appears to be already trading at a substantial discount to some of its peers.

Vicinity Centres (VCX AU) aims to raise around US$800m (A$1.2bn) in order to shore up its balance sheet. The company has just announced that it won't pay any dividend for 2H20 (half year ending Jun 20), and that its portfolio valuation might be down 11-13%. While the placement itself is highly dilutive. However, the offer price is at multi-year lows and the stock appears to be already trading at a substantial discount to some of its peers. 

Vicinity Centres Placement - Not Black and White but It Could Have Excess Stock

Charter Hall Retail Reit / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/charter-hall-retail-reit" target="_blank" data-smartkarma-citation="entities:11375:1" rel="noopener">Charter Hall Retail Reit (CQR AU)</a> aims to raise up to US$191m (A$300m) through a combination of institutional placement and share purchase plan.The proceeds will be used to shore up its balance sheet as some of its tenants take a hit from the lock down. Looking at the overall tenant profile of the REIT, it doesn't appear to be badly placed.

Charter Hall Retail Reit (CQR AU) aims to raise up to US$191m (A$300m) through a combination of institutional placement and share purchase plan.The proceeds will be used to shore up its balance sheet as some of its tenants take a hit from the lock down. Looking at the overall tenant profile of the REIT, it doesn't appear to be badly placed.

Charter Hall Retail REIT Placement - Large Dilution but Its Not All Bad

<a href="https://www.smartkarma.com/entities/metcash-ltd" target="_blank" data-smartkarma-citation="entities:14632:1" rel="noopener">Metcash Ltd (MTS AU)</a> aims to raise US$190m (A$300m) to shore up its balance sheet and for its working capital needs.We covered the company's previous fund raising in 2016, <a href="https://www.smartkarma.com/insights/metcash-placement-well-flagged-deal-leading-to-an-accretive-acquisition" target="_blank" rel="noopener">Metcash Placement - Well Flagged Deal Leading to an Accretive Acquisition</a>. At that time the company was raising cash to finance an acquisition. The deal scores a well on our framework, although it's unclear if the market was expecting the deal.

Metcash Ltd (MTS AU) aims to raise US$190m (A$300m) to shore up its balance sheet and for its working capital needs.We covered the company's previous fund raising in 2016, Metcash Placement - Well Flagged Deal Leading to an Accretive Acquisition. At that time the company was raising cash to finance an acquisition. The deal scores a well on our framework, although it's unclear if the market was expecting the deal. 

Metcash Placement - Has Done Well Of Late but We Remain Lukewarm

Australia

Region RE Limited operates as a real estate investment trust. The Company focuses on investments in shopping centre, liquor retailers, and discount department stores. Region RE serves customers in Australia.

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Region RE (RGN AU)

HomeCo Daily Needs REIT (HDN AU) To Merge with Aventus (AVN AU) In Self-Takeunder

Home Daily Needs is merging with the larger Aventus under the HCM umbrella where AVN execs will take over HDN mgmt. This is OK, and will probably...

Travis Lundy

Aventus Recommended Merger with HomeCo Daily Needs REIT

The offer is attractive in terms of P/NTA and share prices for AVN. The merger is also FFO and NTA accretive to AVN. The strong strategic rationale...

Arun George

Vicinity Centres Placement - Not Black and White but It Could Have Excess Stock

Vicinity Centres (VCX AU) aims to raise around US$800m (A$1.2bn) in order to shore up its balance sheet. The company has just announced that it...

Sumeet Singh

Charter Hall Retail REIT Placement - Large Dilution but Its Not All Bad

Charter Hall Retail Reit (CQR AU) aims to raise up to US$191m (A$300m) through a combination of institutional placement and share purchase plan.The...

Sumeet Singh

Metcash Placement - Has Done Well Of Late but We Remain Lukewarm

Metcash Ltd (MTS AU) aims to raise US$190m (A$300m) to shore up its balance sheet and for its working capital needs.We covered the company's...

Sumeet Singh

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