Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

In early July, after not quite 16 months of not getting approval from the Central Bank of Mongolia to purchase more than 50% of <a href="https://www.smartkarma.com/entities/sawada-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7311:1" rel="noopener">Sawada Holdings (8699 JP)</a> from existing shareholders, in part due to a lack of appropriate preparation and adequate advice, and in part due to a change in the law regarding Mongolian banks which affected the regime by which shareholding is structured on significant Mongolian banks - of which Sawada's subsidiary Khan Bank LLC is the most significant, would be buyer Upsilon Investment Partners walked away from its Tender Offer. This was discussed in <a href="https://www.smartkarma.com/insights/sawada-8699-upsilon-to-end-its-tender-and-khan-bank-applies-to-list" target="_blank" data-smartkarma-citation="insights:53957" rel="noopener">Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List</a>.The rule changes earlier in 2021 required that any significant shareholder in Sawada who had increased their stake above 20%* after the 2010 Banking Law amendment were required to sell down after obtaining permission to do so, and subsequently required Khan Bank to come up with a plan to list itself, and to see its stake reduced below 20%* by mid 2022. <div class="content-remarks">* Absolutely coincidentally (I believe), Upsilon is the 20th letter in the greek alphabet. </div>This caused considerable upheaval in the share price as the second largest investor sold down their stake from the high 20%s level to near zero in just a few months. The rule change early in the year caused a sharp drop. The 16th of March saw the release of a <a href="http://www.sawada-holdings.co.jp/wp/wp-content/uploads/2021/03/shdpress20210316.pdf" target="_blank" rel="noopener">statement</a> by Sawada detailing the Mongolian Central Bank's demands. After the major shareholder received permission to sell their stake down further. They sold, and the volume spike on a price drop then subsequent bounce saw the transfer of roughly 25% of the shares out and 50% of the float from one shareholder to others. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/233/019/original/Screenshot+2021-10-01+at+7.37.37+PM.png?1633088272" class="editor-image img-responsive" data-smartkarma-image-id="233019"></figure></section>Despite warnings that shareholdings above 5% might trigger a requirement to get permission, <a href="https://www.smartkarma.com/entities/j-trust-co-ltd" target="_blank" data-smartkarma-citation="entities:20246:1" rel="noopener">J Trust Co Ltd (8508 JP)</a> bought a large portion of shares sold in the market, reaching a stake of 14.39% as of mid-June. On July 2, Upsilon asked investors not to tender. On 17 July, the tender offer completed, without Upsilon getting to the minimum stake required under the conditions. At the end of July, Khan Bank reported excellent H1 results, and in mid-August, Sawada Holdings <a href="http://www.sawada-holdings.co.jp/wp/wp-content/uploads/2021/08/shdpress20210817.pdf" target="_blank" rel="noopener">reported</a> that Khan Bank had submitted its Listing Plan to regulators. The play, as it stood until Friday October 1st, was that investors in Sawada at say ¥950-1050/share were long a stock with a 60% stake in a Mongolian bank which where the stake would need to be sold down within 9 months, plus a hodgepodge of other interests. On October 1 2021, that changed somewhat.Upsilon has just bought ~33% of Sawada.

In early July, after not quite 16 months of not getting approval from the Central Bank of Mongolia to purchase more than 50% of Sawada Holdings (8699 JP) from existing shareholders, in part due to a lack of appropriate preparation and adequate advice, and in part due to a change in the law regarding Mongolian banks which affected the regime by which shareholding is structured on significant Mongolian banks - of which Sawada's subsidiary Khan Bank LLC is the most significant, would be buyer Upsilon Investment Partners walked away from its Tender Offer. This was discussed in Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List.The rule changes earlier in 2021 required that any significant shareholder in Sawada who had increased their stake above 20%* after the 2010 Banking Law amendment were required to sell down after obtaining permission to do so, and subsequently required Khan Bank to come up with a plan to list itself, and to see its stake reduced below 20%* by mid 2022. * Absolutely coincidentally (I believe), Upsilon is the 20th letter in the greek alphabet. This caused considerable upheaval in the share price as the second largest investor sold down their stake from the high 20%s level to near zero in just a few months. The rule change early in the year caused a sharp drop. The 16th of March saw the release of a statement by Sawada detailing the Mongolian Central Bank's demands. After the major shareholder received permission to sell their stake down further. They sold, and the volume spike on a price drop then subsequent bounce saw the transfer of roughly 25% of the shares out and 50% of the float from one shareholder to others. Despite warnings that shareholdings above 5% might trigger a requirement to get permission, J Trust Co Ltd (8508 JP) bought a large portion of shares sold in the market, reaching a stake of 14.39% as of mid-June. On July 2, Upsilon asked investors not to tender. On 17 July, the tender offer completed, without Upsilon getting to the minimum stake required under the conditions. At the end of July, Khan Bank reported excellent H1 results, and in mid-August, Sawada Holdings reported that Khan Bank had submitted its Listing Plan to regulators. The play, as it stood until Friday October 1st, was that investors in Sawada at say ¥950-1050/share were long a stock with a 60% stake in a Mongolian bank which where the stake would need to be sold down within 9 months, plus a hodgepodge of other interests. On October 1 2021, that changed somewhat.Upsilon has just bought ~33% of Sawada. 

Sawada - Upsilon Gets Its Stake And Still We Wait

<h2>It's OFF. </h2>On Friday 2 July, Upsilon Investment Partnership announced that because of the delay of receiving approval from the Bank of Mongolia, and the lack of communication (only administrative emails so far and no response since the document dated 29 January 2021), it deemed it appropriate to end the Tender Offer process.The <a href="https://disclosure.edinet-fsa.go.jp/E01EW/BLMainController.jsp?uji.verb=W00Z1020initialize&amp;uji.bean=ek.bean.EKW00Z1020Bean&amp;TID=W00Z1020&amp;PID=W1E63041&amp;SESSIONKEY=1625288042489&amp;lgKbn=2&amp;dflg=0&amp;iflg=null&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=S100LX4G" target="_blank" rel="noopener">announcement</a> is tediously long. But it indicates that somewhat strangely, it decided not to withdraw the Tender Offer (my understanding is that the lack of Central Bank of Mongolia approval would constitute a legitimate excuse for withdrawal under the FIEA) but instead arrange with shareholders who had previously agreed to tender to have them not tender, hoping that the Tender Offer  would not go through. Both the Tender Offeror and the Company (Sawada) now implore shareholders to not tender. There are agreements in place to not tender to the tune of 44.69%. This is not a "blocking stake" but it is significant. <h2>And It's ON. </h2>The other news this week is that Khan Bank has applied with the Central Bank of Mongolia and the Financial Supervisory Commission to list its shares. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/216/613/original/Screenshot+2021-07-03+at+12.48.08+PM.png?1625287863" class="editor-image img-responsive" data-smartkarma-image-id="216613"></figure></section>The application was made under the auspices of the Amended Banking Law which requires the top 5 banks in Mongolia to list their shares by 30 June 2022. This is the beginning of the next step. But first we have to get past the end of the previous step. And there is some gamesmanship involved.<hr>The history of insights on the Sawada Tender Offer situation is below.    <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-tender-an-odd-duck" target="_blank" data-smartkarma-citation="insights:36802" rel="noopener">Sawada Holdings Partial Tender - An Odd Duck</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-offer-arb-grids-pro-ration" target="_blank" data-smartkarma-citation="insights:37141" rel="noopener">Sawada Holdings Partial Offer - Arb Grids &amp; Pro-Ration</a>     <a href="https://www.smartkarma.com/insights/sawada-withholds-opinion-on-tob-mongolia-deal-risk-may-exist" target="_blank" data-smartkarma-citation="insights:36959" rel="noopener">Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist</a>     <a href="https://www.smartkarma.com/insights/sawada-withholds-opinion-on-tob-mongolia-deal-risk-may-exist" target="_blank" data-smartkarma-citation="insights:36959" rel="noopener">Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-tender-holding-pattern" target="_blank" data-smartkarma-citation="insights:37764" rel="noopener">Sawada Holdings Tender Holding Pattern</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-offer-update-it-s-a-buy-here" target="_blank" data-smartkarma-citation="insights:37345" rel="noopener">Sawada Holdings Partial Offer Update - It's a Buy Here</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-8699-partial-tender-delayed-again-13th-time-a-charm" target="_blank" data-smartkarma-citation="insights:42124" rel="noopener">Sawada Holdings (8699) Partial Tender. Delayed Again. 13th Time a Charm?</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-still-a-long-but" target="_blank" data-smartkarma-citation="insights:43548" rel="noopener">Sawada Holdings - Still A Long But...</a>     <a href="https://www.smartkarma.com/insights/sawada-holdings-change-of-paradigm-means-opportunity" target="_blank" data-smartkarma-citation="insights:47739" rel="noopener">Sawada Holdings - Change of Paradigm Means Opportunity</a>     <a href="https://www.smartkarma.com/insights/sawada-8699-jp-stuck-between-mongolian-central-bank-idealism-and-reality" target="_blank" data-smartkarma-citation="insights:48921" rel="noopener">Sawada (8699 JP) Stuck Between Mongolian Central Bank Idealism and Reality</a>     <a href="https://www.smartkarma.com/insights/sawada-gets-some-good-news-expect-a-selldown" target="_blank" data-smartkarma-citation="insights:50551" rel="noopener">Sawada Gets Some Good News - Expect a Selldown</a>     <a href="https://www.smartkarma.com/insights/sawada-selldown-may-be-done-now-on-to-earnings" target="_blank" data-smartkarma-citation="insights:50721" rel="noopener">Sawada Selldown May Be Done - Now On To Earnings</a>     <a href="https://www.smartkarma.com/insights/sawada-selldown-was-not-done-shareholder-structure-looks-different-now" target="_blank" data-smartkarma-citation="insights:51240" rel="noopener">Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now</a>     <a href="https://www.smartkarma.com/insights/sawada-is-a-different-stock-now" target="_blank" data-smartkarma-citation="insights:51901" rel="noopener">Sawada Is A Different Stock Now</a>     <a href="https://www.smartkarma.com/insights/be-careful-of-expectations-on-sawada-8699" target="_blank" data-smartkarma-citation="insights:52303" rel="noopener">Be Careful of Expectations on Sawada (8699)</a>

It's OFF. On Friday 2 July, Upsilon Investment Partnership announced that because of the delay of receiving approval from the Bank of Mongolia, and the lack of communication (only administrative emails so far and no response since the document dated 29 January 2021), it deemed it appropriate to end the Tender Offer process.The announcement is tediously long. But it indicates that somewhat strangely, it decided not to withdraw the Tender Offer (my understanding is that the lack of Central Bank of Mongolia approval would constitute a legitimate excuse for withdrawal under the FIEA) but instead arrange with shareholders who had previously agreed to tender to have them not tender, hoping that the Tender Offer  would not go through. Both the Tender Offeror and the Company (Sawada) now implore shareholders to not tender. There are agreements in place to not tender to the tune of 44.69%. This is not a "blocking stake" but it is significant. And It's ON. The other news this week is that Khan Bank has applied with the Central Bank of Mongolia and the Financial Supervisory Commission to list its shares. The application was made under the auspices of the Amended Banking Law which requires the top 5 banks in Mongolia to list their shares by 30 June 2022. This is the beginning of the next step. But first we have to get past the end of the previous step. And there is some gamesmanship involved.The history of insights on the Sawada Tender Offer situation is below.    Sawada Holdings Partial Tender - An Odd Duck     Sawada Holdings Partial Offer - Arb Grids &amp; Pro-Ration     Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist     Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist     Sawada Holdings Tender Holding Pattern     Sawada Holdings Partial Offer Update - It's a Buy Here     Sawada Holdings (8699) Partial Tender. Delayed Again. 13th Time a Charm?     Sawada Holdings - Still A Long But...     Sawada Holdings - Change of Paradigm Means Opportunity     Sawada (8699 JP) Stuck Between Mongolian Central Bank Idealism and Reality     Sawada Gets Some Good News - Expect a Selldown     Sawada Selldown May Be Done - Now On To Earnings     Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now     Sawada Is A Different Stock Now     Be Careful of Expectations on Sawada (8699) 

Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List

David Blennerhassett


For the month of May, 11 new deals were discussed on Smartkarma with an overall announced deal size of ~US$7.3bn.



Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow-up discussions, or simply click on the insight link(s) below the name.







New Deals


Industry


Size (US$bn)


Type


Premium




Australia




APN Property Group (APD AU) 
Property
0.2
Scheme
50%


APN Prop (APD AU): Dexus' Done Deal



Boral Ltd (BLD AU) 
Construction
4.8
Off-market
Nil


Boral Ltd (BLD AU): Seven's Nil Premium



Japara Healthcare (JHC AU) 
Healthcare
0.2
Scheme
30%


Japara Healthcare (JHC AU): Here Comes The Calvary


 



Hong Kong




Chong Hing Bank (1111 HK) 
Banking
0.2
Scheme
51.2%



Chong Hing Bank (1111 HK): Takeover Talk As Shares Pop
Chong Hing Bank (1111 HK): Yue Xiu's Offer Is Light



 



Japan




Aomori Bank (8342 JP) / Michinoku Bank (8350 JP) 
Bank
0.6
Merger



Aomori Bank &amp; Michinoku Bank Merger - Nothing To Write Home About Yet



EPS Holdings (4282 JP) 
Data/software
0.1
Tender Offer
35.5%


Another Too-Cheap MBO as Founder Takes Out EPS


 Locoguide (4497 JP) / Kufu (4399 JP)

Real estate
0.4
Merger



Locoguide (4497 JP) - Kufu (4399 JP): Merger Is a Done Deal



Maruka Machinery (7594 JP) / Furusato Industries (8087 JP) 
Trading
0.4
Merger



A Complex SmallCap Merger in Japan: Maruka (7594) And Furusato (8087)



Secom Joshinetsu (4342 JP) 
Security
0.3
Tender Offer
66.2%


Secom To Finally Buy Out Affiliate Secom Joshinetsu (4342)








Malaysia




Can-One Bhd (CAN MK) 
Manufacturing
0.1
MTO
15.8%


Can-One (CAN MK)? Yeoh Can Lah!



IHH Healthcare (IHH MK) 
Healthcare
N/A
N/A
N/A


IHH Healthcare (IHH MK): More Medicine For Mitsui?


Source: Smartkarma Insights






The above does not include BetMakers Technology Group (BET AU) lobbing a non-binding offer of A$4bn (A$1bn cash, $3bn scrip into BET) for Tabcorp Ltd (TAH AU)'s wagering and media division, and Apollo's prior tilt - Tabcorp (TAH AU): Apollo Shows Its Hand.

Nor does the table include the rumoured merger between  Angang Steel Co Ltd (H) (347 HK) and Bengang Steel (000761 CH) - Amalgamated Steel: Merging Angang &amp; Bengang As, Bs, and Hs.



The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively. 




Summary of News in May of Arb Situations On Smartkarma's Radar



(Again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation)






Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

No May update




Bingo Industries (BIN AU) 

1-May: Capital Group announced it has sold its entire 9.7% stake in Bingo Industries (BIN AU).




Crown Resorts (CWN AU) 

10-May: Crown Resorts: Blackstone &amp; Star Place Their Bets
17-May: Crown Says Blackstone's Bid Is Light. Undecided On Star
20-May: Crown Resorts Ltd: Blackstone Offer Rejected, Star Offer May Still Not Reflect True Forward Value




Galaxy Resources (GXY AU) 

No May update




Link Administration Holdings (LNK AU) 

27-May: Link Group (LNK AU): KKR Opens The Bidding For PEXA
31-May: Link Admin (LNK AU) Goes IPO Route For PEXA Afterall




Mainstream Group Holdings Ltd (MAI AU) 

2-May: Mainstream (MAI AU): More-Than-Double in Less than 2 Months After Apex Bump
6-May: Mainstream (MAI AU): Bidding War Continues as SS&amp;C Overbids for the 4th Time
14-May: Mainstream (MAI AU): +120% in ~2 Months but Bidding War Continues....




McPherson's Ltd (MCP AU) 

No May update




Mortgage Choice (MOC AU) 

26-Mau FIRB gives its approval



Primewest Group Ltd (PWG AU)

14-May: Target's Statement and Bidder's Statements were published. Primewest Group Ltd (PWG AU)'s Board has unanimously recommended shareholders to accept the Offer. 




Think Childcare (TNK AU) 

12-May: Think Childcare (TNK AU) has agreed to extend the Exclusivity Period with Busy Bees to 31st May 2021 (vs. original deadline of 14th May). This is still a non-binding deal with an expected completion date to be in 1Q CY22. 




Vitalharvest Freehold Trust (VTH AU) 

1-May: And so it goes - MAFM bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.26.
7-May: MAFM exercises a call option and acquires 16.2% of Vitalharvest Freehold Trust (VTH AU).
28-May Roc bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.29/share.  And says it will overbid any MAFM counter! 




Vocus Communications (VOC AU) 

10-May: Vocus Comms (VOC AU): MIRA/Aware's Done Deal
19-May: Vocus Comms (VOC AU): MIRA/​Aware’s Scheme Doc Despatched. EGM On 22 June










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Digital Telecom (6188 HK) 

1-May: Beijing Digital (6188 HK): Offer Now Open. IFA Says Fair
20-May: Beijing Digital Telecom (6188 HK)'s MGO is now unconditional in all respects. 




China Machinery Engineering (1829 HK) 

28-May: China Machinery Engineering (1829 HK): Movement In The Works?




China Traditional Chinese Medicine (570 HK) 

7-May: In its monthly update regarding a potential Offer, China Traditional Chinese Medicine (570 HK) says there is no update.




China Youzan Limited (8083 HK) 

10-May: China Youzan (8083 HK): Reality Check As Shares Rollover




Kerry Logistics Network (636 HK) 

4-May: Kerry Logistics Network (636 HK) will hold an EGM on the 26 May for shareholders to vote on the sale of the Hong Kong and Taiwan warehouse businesses to Kerry Holdings. 
26-May: At its SGM, Kerry Logistics Network (636 HK) shareholders overwhelmingly approved the sale of its Hong Kong, Taiwan warehouse business to Kerry Holdings.




New Century REIT (1275 HK) 

No May update




Rivera Holdings (281 HK) 

No April update




Sichuan Languang Justbon Service Group (2606 HK) 

3-May: Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months










India


Comments (with links to insights)




Mphasis Ltd (MPHL IN) 

4-May: The Detailed Public Statement on Mphasis Ltd (MPHL IN) has been released. The Open Offer is scheduled tentatively to run from 18 June to 1 July, which means it is running Very Tight and the option is worth a bit less than I expected. But that just means there is more gamma. One could get big at the high Rs 1600s area. 




Vedanta Ltd (VEDL IN) 

4-May: Vedanta Now Caught Up With Peers - A Different Skew Ahead










Japan


Comments (with links to announcements &amp; insights)




BeNEXT Group (2154 JP) 
No May update



Cocokara Fine (3098 JP) 
No May update



Fuji Kosan Company (5009 JP) 
17-May:  Fuji Kosan Company (5009 JP) has responded to Aslead Strategic Value Fund's Tender Offer with its initial Target Opinion Statement which is "Opinion Withheld." This is because Fuji Kosan hasn't actually done anything yet - two weeks in. They have sent questions to Aslead, and Aslead has five business days to respond. This is slow-walking it. This tender offer is likely to be extended because of that.



Hitachi Metals (5486 JP) 

5-May: Hitachi Metals - Should I Stay or Should I Go Now?




Honshu Chemical Industry (4115 JP) 

13-May: Honshu Chemical (4115) Shareholders Perhaps One Day From a Wrong Price Takeover
16-May:: Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd




Invesco Office J Reit (3298 JP) 

6-May:  Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight
11-May:  Starwood Bumps Terms, Lowers Threshold on Invesco Office
13-May:  Invesco Office's Terrible, Horrible, No Good Very Bad Day... Changes Things
20-May:  Invesco Office's Beige Knight (Deemed Dirty Gray By Markets) Suddenly Looks Brighter and Whiter
23-May:  Starwood Responds to Invesco Office's White Knight Proposal
24-May: Starwood has extended their Tender Offer on Invesco Office J Reit (3298 JP) from the 24th of May to 15th of June after the close of the 24th. They did not raise the price. This is basically the equivalent of Starwood calling Invesco's bluff. They can extend again if they want but they are going to make Invesco come out. They can change price later if they think it necessary.



Japan Asia (3751 JP)
No May update



Sawada Holdings (8699 JP) 

9-May:  Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now
23-May: Sawada Is A Different Stock Now
31-May:  Be Careful of Expectations on Sawada (8699)




Toshiba Corp (6502 JP) 

14-May: Toshiba – Shareholder Returns Trump Weak Guidance
17-May: Toshiba Results &amp; Shareholder Return - Possibly Big Impact Buyback Coming











New Zealand


Comments 




Tilt Renewables Ltd (TLT NZ) 

No May update











Singapore


Comments (with links to announcements)




Procurri Corporation (PROC SP) 

3-May: The Partial Offer has not become unconditional in all respects on the Closing Date and has therefore lapsed










Thailand


Comments




Intouch Holdings (INTUCH TB) 

No May update




Vinythai Public Co (VNT TB) 

No May update






<a href="https://www.smartkarma.com/entities/j-trust-co-ltd" target="_blank" data-smartkarma-citation="entities:20246:1" rel="noopener">J Trust Co Ltd (8508 JP)</a> made waves in the past week, <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1622421759294&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=8699&amp;lpr=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100LDOU" target="_blank" rel="noopener">announcing</a> on the 24th it had bought 5.09% of <a href="https://www.smartkarma.com/entities/sawada-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7311:1" rel="noopener">Sawada Holdings (8699 JP)</a>, <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1622421759294&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=8699&amp;lpr=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100LE2B" target="_blank" rel="noopener">announcing</a> on the 26th it had reached 6.12%, and <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1622421759294&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=8699&amp;lpr=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100LEXW" target="_blank" rel="noopener">announcing</a> on Friday 28 May after the close that it had reached 9.0% with 3.685mm shares (full length urls below in appendix).The shares rallied hard, from ¥940 to ¥1,050+ which was above the Tender Offer Price offered by Meta Capital/Upsilon Investment Partners. What J Trust has told the world in its filings about how and when it bought, and about its reasons for investment may tell you something about what to expect going forward. The possibility of J Trust launching a Tender Offer exists but there are LOTS of hurdles between now and then. More below the fold.

J Trust Co Ltd (8508 JP) made waves in the past week, announcing on the 24th it had bought 5.09% of Sawada Holdings (8699 JP), announcing on the 26th it had reached 6.12%, and announcing on Friday 28 May after the close that it had reached 9.0% with 3.685mm shares (full length urls below in appendix).The shares rallied hard, from ¥940 to ¥1,050+ which was above the Tender Offer Price offered by Meta Capital/Upsilon Investment Partners. What J Trust has told the world in its filings about how and when it bought, and about its reasons for investment may tell you something about what to expect going forward. The possibility of J Trust launching a Tender Offer exists but there are LOTS of hurdles between now and then. More below the fold. 

Be Careful of Expectations on Sawada (8699)

The shareholder structure of <a href="https://www.smartkarma.com/entities/sawada-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7311:1" rel="noopener">Sawada Holdings (8699 JP)</a> looks quite a bit different than it did a few weeks ago. The Qualifying Shareholder who needed to sell down below 20.00% from above got permission to sell in the market on 19 April, and started selling on the 22nd. Then sold some more. As far as I can tell, they were below 20.0% - the level required by the Mongolian Central Bank - on 26th April after the close, at 19.35%. Four trading days later and they were below 10%. That changes things.<hr>The history of this event is in the insights below:<a href="https://www.smartkarma.com/insights/sawada-holdings-partial-offer-arb-grids-pro-ration" target="_blank" data-smartkarma-citation="insights:37141" rel="noopener"></a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-tender-an-odd-duck" target="_blank" data-smartkarma-citation="insights:36802" rel="noopener">Sawada Holdings Partial Tender - An Odd Duck</a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-offer-arb-grids-pro-ration" target="_blank" data-smartkarma-citation="insights:37141" rel="noopener">Sawada Holdings Partial Offer - Arb Grids &amp; Pro-Ration</a> <a href="https://www.smartkarma.com/insights/sawada-withholds-opinion-on-tob-mongolia-deal-risk-may-exist" target="_blank" data-smartkarma-citation="insights:36959" rel="noopener">Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist</a> <a href="https://www.smartkarma.com/insights/sawada-holdings-tender-holding-pattern" target="_blank" data-smartkarma-citation="insights:37764" rel="noopener">Sawada Holdings Tender Holding Pattern</a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-partial-offer-update-it-s-a-buy-here" target="_blank" data-smartkarma-citation="insights:37345" rel="noopener">Sawada Holdings Partial Offer Update - It's a Buy Here</a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-8699-partial-tender-delayed-again-13th-time-a-charm" target="_blank" data-smartkarma-citation="insights:42124" rel="noopener">Sawada Holdings (8699) Partial Tender. Delayed Again. 13th Time a Charm?</a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-still-a-long-but" target="_blank" data-smartkarma-citation="insights:43548" rel="noopener">Sawada Holdings - Still A Long But...</a>  <a href="https://www.smartkarma.com/insights/sawada-holdings-change-of-paradigm-means-opportunity" target="_blank" data-smartkarma-citation="insights:47739" rel="noopener">Sawada Holdings - Change of Paradigm Means Opportunity</a>  <a href="https://www.smartkarma.com/insights/sawada-8699-jp-stuck-between-mongolian-central-bank-idealism-and-reality" target="_blank" data-smartkarma-citation="insights:48921" rel="noopener">Sawada (8699 JP) Stuck Between Mongolian Central Bank Idealism and Reality</a>  <a href="https://www.smartkarma.com/insights/sawada-gets-some-good-news-expect-a-selldown" target="_blank" data-smartkarma-citation="insights:50551" rel="noopener">Sawada Gets Some Good News - Expect a Selldown</a>  <a href="https://www.smartkarma.com/insights/sawada-selldown-may-be-done-now-on-to-earnings" target="_blank" data-smartkarma-citation="insights:50721" rel="noopener">Sawada Selldown May Be Done - Now On To Earnings</a>

The shareholder structure of Sawada Holdings (8699 JP) looks quite a bit different than it did a few weeks ago. The Qualifying Shareholder who needed to sell down below 20.00% from above got permission to sell in the market on 19 April, and started selling on the 22nd. Then sold some more. As far as I can tell, they were below 20.0% - the level required by the Mongolian Central Bank - on 26th April after the close, at 19.35%. Four trading days later and they were below 10%. That changes things.The history of this event is in the insights below:  Sawada Holdings Partial Tender - An Odd Duck  Sawada Holdings Partial Offer - Arb Grids &amp; Pro-Ration Sawada Withholds Opinion on TOB - Mongolia Deal Risk May Exist Sawada Holdings Tender Holding Pattern  Sawada Holdings Partial Offer Update - It's a Buy Here  Sawada Holdings (8699) Partial Tender. Delayed Again. 13th Time a Charm?  Sawada Holdings - Still A Long But...  Sawada Holdings - Change of Paradigm Means Opportunity  Sawada (8699 JP) Stuck Between Mongolian Central Bank Idealism and Reality  Sawada Gets Some Good News - Expect a Selldown  Sawada Selldown May Be Done - Now On To Earnings 

Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now

Japan

HS Holdings Co., Ltd. offers banking services. The Company provides deposits, loans, domestic settlement, fund management, and other services. HS Holdings also offers securities dealing, securities brokerage, securities underwriting, and other services.

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HS Holdings (8699 JP)

Sawada - Upsilon Gets Its Stake And Still We Wait

Upsilon tried for 16 months to get permission to buy 50% of Sawada Holdings from the Founder and his associate. It didn't work. The Tender ended,...

Travis Lundy

Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List

The Sawada Tender Offer Will End. The Khan Bank listing saga is about to begin. There is gamesmanship, a prisoner's dilemma, and a new example of...

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(Mostly) Asia M&A: May 2021 Roundup

The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals).

David Blennerhassett

Be Careful of Expectations on Sawada (8699)

J Trust has gone to 9% on Sawada. J Trust has a history in EM Asian financial assets. It even has a small business in Mongolia. But JT being a new...

Travis Lundy

Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now

One Large Shareholder of Sawada had to sell down their stake from 26% to 19.9%. They did in late April. And in the next four trading days sold...

Travis Lundy

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