Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Less than a week after <a href="https://www.smartkarma.com/entities/china-evergrande-group" target="_blank" data-smartkarma-citation="entities:479:1" rel="noopener">Evergrande (3333 HK)</a> and <a href="https://www.smartkarma.com/entities/kaisa-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:169:1" rel="noopener">Kaisa (1638 HK)</a> were officially declared defaulters,  <a href="https://www.smartkarma.com/entities/shimao-property-holdings-limited" target="_blank" data-smartkarma-citation="entities:8375:1" rel="noopener">Shimao Property (813 HK)</a>'s bonds and shares plunged, as did <a href="https://www.smartkarma.com/entities/shimao-services-holdings-limited" target="_blank" data-smartkarma-citation="entities:29199:1" rel="noopener">Shimao Services (873 HK)</a>'s shares. </li>
<li>
<a href="https://www.smartkarma.com/entities/sunac-services-holdings" target="_blank" data-smartkarma-citation="entities:29239:1" rel="noopener">Sunac Services (1516 HK)</a> is the second-worst worst performing property services play over the past week/month.  Separately, parent <a href="https://www.smartkarma.com/entities/sunac-china-holdings-ltd" target="_blank" data-smartkarma-citation="entities:240:1" rel="noopener">Sunac (1918 HK)</a> recently sold &gt;US$1bn of <a href="https://www.smartkarma.com/entities/xinjiang-beiken-energy-eng-a" target="_blank" data-smartkarma-citation="entities:29381:1" rel="noopener">Beiken Energy (002828 CH)</a> shares. </li>
<li>
<a href="https://www.smartkarma.com/entities/first-service-holding-ltd" target="_blank" data-smartkarma-citation="entities:34884:1" rel="noopener">First Service (2107 HK)</a>'s long stop date for the share transfer agreements expire at month-end. This may not be the ideal time to second-guess whether Sunac agrees to an extension. </li>
</ul>


Less than a week after Evergrande (3333 HK) and Kaisa (1638 HK) were officially declared defaulters,  Shimao Property (813 HK)'s bonds and shares plunged, as did Shimao Services (873 HK)'s shares. 

Sunac Services (1516 HK) is the second-worst worst performing property services play over the past week/month.  Separately, parent Sunac (1918 HK) recently sold &gt;US$1bn of Beiken Energy (002828 CH) shares. 

First Service (2107 HK)'s long stop date for the share transfer agreements expire at month-end. This may not be the ideal time to second-guess whether Sunac agrees to an extension. 


First Service (2107 HK): Too Hot To Handle

Late last month, <a href="https://www.smartkarma.com/entities/modern-land-china-co-ltd" target="_blank" data-smartkarma-citation="entities:16899:1" rel="noopener">Modern Land China (1107 HK)</a> became the latest Chinese developer to miss a payment on a dollar bond. In an HKEx filing on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1026/2021102600163.pdf" target="_blank" rel="noopener">26 October</a>, Modern Land said that principal and interest payments on a US$250mn bond were “not met” by the 25 October deadline.
Modern Land had previously sought a three-month extension to the maturity on the bond, but later withdrew the proposal.  The company blamed the missed payment on “unexpected liquidity issues arising from the adverse impact of a number of factors including the macroeconomic environment, the real estate industry environment and the Covid-19 pandemic”.
Shares in Modern Land have been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1021/2021102100209.pdf" target="_blank" rel="noopener">suspended</a> since the 21 October. 
<h3>The New News</h3>
<a href="https://www.smartkarma.com/entities/sunac-services-holdings" target="_blank" data-smartkarma-citation="entities:29239:1" rel="noopener">Sunac Services Holdings (1516 HK)</a> intends to acquire a 32.22% stake in <a href="https://www.smartkarma.com/entities/first-service-holding-limited" target="_blank" data-smartkarma-citation="entities:34884:1" rel="noopener">First Service Holding (2107 HK)</a>, the completion of which will trigger an unconditional mandatory cash offer.
The Offer Price is HK$2.6167/share,  a 91% premium to the closing price of First Service prior to the trading halt on October 8.
Zhang Lei is currently the major shareholder of First Service with 51.39%. He is also the major shareholder and chairman of Modern Land with 65.38%. His holding in First Service will decline to 30% upon the completion of the agreements with Sunac Services. Proceeds from the sale of HK$843mn, which may be subject to revision, are expected to be used to repay Modern Land's debt.
This appears a knock-out Offer for First Service. It is Sunac Services' intention to delist the company, should 90% of disinterested shareholders tender.
Timing is the key issue. 
More below the fold.

Late last month, Modern Land China (1107 HK) became the latest Chinese developer to miss a payment on a dollar bond. In an HKEx filing on the 26 October, Modern Land said that principal and interest payments on a US$250mn bond were “not met” by the 25 October deadline.
Modern Land had previously sought a three-month extension to the maturity on the bond, but later withdrew the proposal.  The company blamed the missed payment on “unexpected liquidity issues arising from the adverse impact of a number of factors including the macroeconomic environment, the real estate industry environment and the Covid-19 pandemic”.
Shares in Modern Land have been suspended since the 21 October. 
The New News
Sunac Services Holdings (1516 HK) intends to acquire a 32.22% stake in First Service Holding (2107 HK), the completion of which will trigger an unconditional mandatory cash offer.
The Offer Price is HK$2.6167/share,  a 91% premium to the closing price of First Service prior to the trading halt on October 8.
Zhang Lei is currently the major shareholder of First Service with 51.39%. He is also the major shareholder and chairman of Modern Land with 65.38%. His holding in First Service will decline to 30% upon the completion of the agreements with Sunac Services. Proceeds from the sale of HK$843mn, which may be subject to revision, are expected to be used to repay Modern Land's debt.
This appears a knock-out Offer for First Service. It is Sunac Services' intention to delist the company, should 90% of disinterested shareholders tender.
Timing is the key issue. 
More below the fold.

Sunac Services' Offer For First Service (2107 HK) May Support Modern Land

China Machinery Engineering / Event-Driven

On the 27 May, after <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.
And sure enough, yesterday after the close of trading CMEC <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0603/2021060300532.pdf" target="_blank" rel="noopener">announced</a> the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.
CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. 
More below the fold.

On the 27 May, after China Machinery Engineering (1829 HK)'s shares gained 4.3% to close at $3.62/share, on decent volume, it was speculated PRC regulatory approvals may be (finally) forthcoming.
And sure enough, yesterday after the close of trading CMEC announced the preconditions - NDRC, MOFCOM &amp; SAFE - had been fulfilled.
CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. 
More below the fold. 

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled


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






<div>
On the 13 January, <a href="https://www.smartkarma.com/entities/china-machinery-engineering-corp" target="_blank" data-smartkarma-citation="entities:10998:1" rel="noopener">China Machinery Engineering (1829 HK)</a>'s (CMEC) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0113/2021011300422.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.
</div>
<div>
The Offer price was HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer Price was announced to be FINAL - it will NOT be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share was also tabled.
The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.
Then nothing. Near-on four and half months have elapsed and the only disclosure - in the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0430/2021043000903.pdf" target="_blank" rel="noopener">monthly updates</a> - is that the pre-conditions have yet to be fulfilled.
Then yesterday shares gained 4.3% to close at $3.62/share, its highest level since the Offer was announced. The volume was also solid. 
Perhaps regulatory approvals are (finally) forthcoming.
More below the fold.
</div>
<div></div>
<div>

</div>
<div>

</div>


On the 13 January, China Machinery Engineering (1829 HK)'s (CMEC) announced a pre-conditional Offer from its controlling shareholder, state-owned Chinese National Machinery Industry Corporation, also known as SINOMACH.


The Offer price was HK$3.70/share, a 45.10% premium to last close, and a 118.93% premium to the average closing price over the previous 30 trading days. The Offer Price was announced to be FINAL - it will NOT be increased. A concurrent Offer for CMEC's domestic shares at RMB3.082692/share was also tabled.
The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.
Then nothing. Near-on four and half months have elapsed and the only disclosure - in the monthly updates - is that the pre-conditions have yet to be fulfilled.
Then yesterday shares gained 4.3% to close at $3.62/share, its highest level since the Offer was announced. The volume was also solid. 
Perhaps regulatory approvals are (finally) forthcoming.
More below the fold.









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

China

Sichuan Languang Justbon Services Group Co., Ltd. offers property management services. The Company provides services for residential properties, commercial properties, office properties, urban complexes, headquarters bases, and tourism real estate projects. Sichuan Languang Justbon Services Group provides services worldwide.

Sichuan Languang Justbon Service Group (2606 HK)

Price Gauge
52-week Range	0.00 - 0.00
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Sichuan Languang Justbon Service Group (2606 HK)

First Service (2107 HK): Too Hot To Handle

I expect these share transfer agreements to be extended, if need be, and the spread to tighten once completed. But that outcome is by no means...

David Blennerhassett

Sunac Services' Offer For First Service (2107 HK) May Support Modern Land

At HK$2.14/share, First Service is currently trading at a gross/annualised spread of 22.2%/128.1%, assuming late January completion. Or 39.6%...

David Blennerhassett

CMEC (1829 HK): Clarity On Timing As Pre-Cons Fulfilled

This is being done too cheaply, but no other Offeror will emerge. At $3.46/share, or 6.9%/34.3% gross/annualised, get involved. But this is a...

David Blennerhassett

(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

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

Shares are rightly off today. $3.62 was a 2.2% spread and <10% annualised with say, three months to go. At $3.47/share, where it is trading now, or...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

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