Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>Following a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0816/2021081600024.pdf" target="_blank" rel="noopener">suspension</a> in trading on the morning of the 16 August "<em>pursuant to The Hong Kong Code on Takeovers and Mergers</em> ", piped natural gas operator <a href="https://www.smartkarma.com/entities/suchuang-gas-corp-ltd" target="_blank" data-smartkarma-citation="entities:304:1" rel="noopener">Suchuang Gas Corp (1430 HK)</a> has announced a privatisation <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0825/2021082501197.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme from a wholly-owned subsidiary of <a href="https://www.smartkarma.com/entities/china-resources-gas-group-ltd" target="_blank" data-smartkarma-citation="entities:20525:1" rel="noopener">CR Gas (1193 HK)</a>.</p>
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<p>CR Gas is offering HK$2.50/share, a 2.88% premium to last close - or given the pre-announcement pop, a 23.15% premium to the average closing price for the 10 days to the last day of trading. Suchuang shareholders are afforded the option of exchanging their shares on a one-for-one basis into Holdco.</p>
<p>No dividends are expected to be paid during the Offer period. </p>
<p>Irrevocables totaling 74.75% have been received from the Controlling Shareholders inter alia. This is somewhat misleading as some of these shares are held by Fung Yu (23.76%) and Total Honest (13.64%) - vehicles ultimately controlled by ex-EDs Su Aping and his wife Zhu Yaying - are in concert with the Offeror, and are therefore required to abstain from voting at the Scheme Meeting. </p>
<p>Disinterested Shareholders total 62.6% of shares out.</p>
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<p>The headcount test applies as Suchuang is Cayman incorporated.</p>
<p>Regulatory approvals include SASAC.</p>
</div>
<div>
<p>This looks done.</p>
</div>
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<p>More below the fold.</p>
</div>


Following a suspension in trading on the morning of the 16 August "pursuant to The Hong Kong Code on Takeovers and Mergers ", piped natural gas operator Suchuang Gas Corp (1430 HK) has announced a privatisation Offer by way of a Scheme from a wholly-owned subsidiary of CR Gas (1193 HK).


CR Gas is offering HK$2.50/share, a 2.88% premium to last close - or given the pre-announcement pop, a 23.15% premium to the average closing price for the 10 days to the last day of trading. Suchuang shareholders are afforded the option of exchanging their shares on a one-for-one basis into Holdco.
No dividends are expected to be paid during the Offer period. 
Irrevocables totaling 74.75% have been received from the Controlling Shareholders inter alia. This is somewhat misleading as some of these shares are held by Fung Yu (23.76%) and Total Honest (13.64%) - vehicles ultimately controlled by ex-EDs Su Aping and his wife Zhu Yaying - are in concert with the Offeror, and are therefore required to abstain from voting at the Scheme Meeting. 
Disinterested Shareholders total 62.6% of shares out.


The headcount test applies as Suchuang is Cayman incorporated.
Regulatory approvals include SASAC.


This looks done.


More below the fold.


Suchuang Gas (1430 HK): Delisting Proposal From CR Gas

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.

<p><a href="https://www.smartkarma.com/entities/suchuang-gas-corp-ltd" target="_blank" data-smartkarma-citation="entities:304:1" rel="noopener">Suchuang Gas Corp (1430 HK)</a> is the dominant piped natural gas operator in Taicang, Jiangsu Province. After market close on Wednesday, it announced a privatisation offer by way of a scheme of arrangement from <a href="https://www.smartkarma.com/entities/china-resources-gas-group-ltd" target="_blank" data-smartkarma-citation="entities:20525:1" rel="noopener">CR Gas (1193 HK)</a>. The offeror will offer either a cash alternative (HK$2.50 in cash for each scheme share) or a share alternative (1 new share in HoldCo for every scheme share).</p><p>The bid represents a premium of 27.6% over the closing price of HK$1.96 per share on the undisturbed date (10 August 2021 prior to irregular price movements) and a premium of 2.9% over the closing price of HK$2.43 per share on the last trading date (13 August 2021 prior to the trading halt). </p><p>The completion conditions include regulatory approvals from the State-owned Assets Supervision and Administration Commission of the State Council (SASAC) and State Administration for Market Regulation (SAMR). As CR Gas is a subsidiary of China Resources (Holdings) Company Limited, an SOE, regulatory approval should be forthcoming. </p><div class="content-highlight"><p>The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 565.4 million shares or 62.61% of shares outstanding, the 10% blocking stake is 56.5 million shares or 6.26% of shares outstanding. Excluding the irrecovables, no disinterested shareholder holds a blocking stake. Overall, we think the offer price is ok and that the privatisation bid will be successful. </p></div>

Suchuang Gas Corp (1430 HK) is the dominant piped natural gas operator in Taicang, Jiangsu Province. After market close on Wednesday, it announced a privatisation offer by way of a scheme of arrangement from CR Gas (1193 HK). The offeror will offer either a cash alternative (HK$2.50 in cash for each scheme share) or a share alternative (1 new share in HoldCo for every scheme share).The bid represents a premium of 27.6% over the closing price of HK$1.96 per share on the undisturbed date (10 August 2021 prior to irregular price movements) and a premium of 2.9% over the closing price of HK$2.43 per share on the last trading date (13 August 2021 prior to the trading halt). The completion conditions include regulatory approvals from the State-owned Assets Supervision and Administration Commission of the State Council (SASAC) and State Administration for Market Regulation (SAMR). As CR Gas is a subsidiary of China Resources (Holdings) Company Limited, an SOE, regulatory approval should be forthcoming. The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 565.4 million shares or 62.61% of shares outstanding, the 10% blocking stake is 56.5 million shares or 6.26% of shares outstanding. Excluding the irrecovables, no disinterested shareholder holds a blocking stake. Overall, we think the offer price is ok and that the privatisation bid will be successful. 

Suchuang Gas’ Privatisation Bid from CR Gas

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APAC IPOs & Placements

Zhen Zhou, Toh

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

Equity Capital Markets

Shanghai Dazhong Public Utilities / Equity Capital Markets

Shanghai Dazhong Public Utilities (1635 HK)

<p><a href="https://www.smartkarma.com/entities/23704" target="_blank" data-smartkarma-citation="entities:23704:1">Shanghai Dazhong Public Utilities - H (1635 HK)</a> is looking to raise US$207-262m through its H-shares IPO.</p><p>The company is an integrated public utility company with most of its revenue derived from piped gas supply. However, the company also has diverse investments in transport, wastewater treatment, public infrastructure, and even a VC firm. </p><p>In this insight, we will analyze its major business segment, run the deal through our ECM framework and value the company by peer comparison and sum of the parts.</p>

Shanghai Dazhong Public Utilities - H (1635 HK) is looking to raise US$207-262m through its H-shares IPO.The company is an integrated public utility company with most of its revenue derived from piped gas supply. However, the company also has diverse investments in transport, wastewater treatment, public infrastructure, and even a VC firm. In this insight, we will analyze its major business segment, run the deal through our ECM framework and value the company by peer comparison and sum of the parts.

Shanghai Dazhong Public Utilities IPO Review - Overpaying for Gas Business

China

Suchuang Gas Corporation Limited is a China-based investment holding company primarily engaged in natural gas businesses. Its core activities include the distribution and sale of piped natural gas, natural gas transmission services, and gas pipeline construction and installation. The company also constructs and operates natural gas filling stations. Founded in 2002, it is headquartered in Suzhou, People's Republic of China.

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Suchuang Gas (1430 HK)