Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Thematic (Sector/Industry)

On April 28, after the close and just before the long Japanese Golden Week holiday, Toyota announced it would seek shareholder approval to issue 500bn yen of a new class of unlisted shares it called "Model AA Shares" (which have a capital guarantee, transfer restrictions, dividends, and voting rights) to individual investors, and Toyota would buy back the same number of shares from the market. I discussed the issue of these shares in a piece titled <a href="http://www.smartkarma.com/insights/model-aa-shares-good-governance-gone-bad" target="_blank">Good Governance Gone Bad?</a> I allowed for the possibility of misunderstanding in <a href="http://www.smartkarma.com/insights/model-aa-shares-the-possible-counterpoint" target="_blank">The Possible Counterpoint</a>.I see no misunderstanding. These shares are bad for those investors who cannot buy them. They are designed to buy votes, not raise capital.  And the issuance violates Japan's <a href="http://www.fsa.go.jp/en/refer/councils/corporategovernance/20150306-1/01.pdf" target="_blank">Corporate Governance Code</a> both explicitly and implicitly.As the Nikkei <a href="http://asia.nikkei.com/Markets/Equities/US-proxy-adviser-against-proposed-Model-AA-shares" target="_blank">reports</a>, Global shareholder proxy advisor Institutional Shareholder Services (ISS) yesterday came out against the planned Toyota share issue, saying Toyota's explanation is inadequate, and the purpose of the issuance could lead to overly cozy relations between the company and certain shareholders. This refers to other sections of the Corporate Governance Code.CONCLUSIONS:<ul><li>Shareholders should question the financial and 'logical' aspects of this issuance. The issuance is illogical, uneconomic, and unnecessary. </li><li>The proposed issuance violates Japan's <a href="http://www.fsa.go.jp/en/refer/councils/corporategovernance/20150306-1/01.pdf" target="_blank">Corporate Governance Code</a> both explicitly and implicitly.</li><li>And now ISS has come out against it too.</li><li>This needs a 67% vote to pass. Understand the details and make your vote. If you agree with this next month, your future votes will likely lose value.</li><li>Toyota is not offering YOU a put on all your shares. Why should they offer it to someone else?</li></ul>

On April 28, after the close and just before the long Japanese Golden Week holiday, Toyota announced it would seek shareholder approval to issue 500bn yen of a new class of unlisted shares it called "Model AA Shares" (which have a capital guarantee, transfer restrictions, dividends, and voting rights) to individual investors, and Toyota would buy back the same number of shares from the market. I discussed the issue of these shares in a piece titled Good Governance Gone Bad? I allowed for the possibility of misunderstanding in The Possible Counterpoint.I see no misunderstanding. These shares are bad for those investors who cannot buy them. They are designed to buy votes, not raise capital.  And the issuance violates Japan's Corporate Governance Code both explicitly and implicitly.As the Nikkei reports, Global shareholder proxy advisor Institutional Shareholder Services (ISS) yesterday came out against the planned Toyota share issue, saying Toyota's explanation is inadequate, and the purpose of the issuance could lead to overly cozy relations between the company and certain shareholders. This refers to other sections of the Corporate Governance Code.CONCLUSIONS:Shareholders should question the financial and 'logical' aspects of this issuance. The issuance is illogical, uneconomic, and unnecessary. The proposed issuance violates Japan's Corporate Governance Code both explicitly and implicitly.And now ISS has come out against it too.This needs a 67% vote to pass. Understand the details and make your vote. If you agree with this next month, your future votes will likely lose value.Toyota is not offering YOU a put on all your shares. Why should they offer it to someone else? 

TOYOTA UPDATE: ISS Comes Out Against Model AA Shares - So Should You

There are two sides to every story. The Possible Positive Counterpoint to a negative opinion on Toyota's proposed issuance of so-called "Model AA" shares is twofold.&nbsp;<ol><li>It could be that the intentions are highly honourable, but were in fact communicated badly (or not communicated). Toyota has recently been making efforts to attract individual shareholders. They may have decided they need to make a quantum leap. There would be a positive outcome if that were indeed the intention. Details below.</li><li>If a company issues long-term un-trade-able capital, and buys back trade-able capital, it goes without saying that the people who buy want to buy, and the people who sell want to sell. The company is simply proposing to broker the deal. When the buyers cannot re-sell what they bought for a very long time, this removes potential overhang. &nbsp;This aspect is not negative. It is tough to argue otherwise.</li></ol>&nbsp;

There are two sides to every story. The Possible Positive Counterpoint to a negative opinion on Toyota's proposed issuance of so-called "Model AA" shares is twofold.&nbsp;It could be that the intentions are highly honourable, but were in fact communicated badly (or not communicated). Toyota has recently been making efforts to attract individual shareholders. They may have decided they need to make a quantum leap. There would be a positive outcome if that were indeed the intention. Details below.If a company issues long-term un-trade-able capital, and buys back trade-able capital, it goes without saying that the people who buy want to buy, and the people who sell want to sell. The company is simply proposing to broker the deal. When the buyers cannot re-sell what they bought for a very long time, this removes potential overhang. &nbsp;This aspect is not negative. It is tough to argue otherwise.&nbsp;

'Model AA' Shares - The possible counterpoint

After the close on Tuesday April 28, 2015, Toyota <a href="http://www.toyota-global.com/investors/stock_information_ratings/share_2015/pdf/commonstock_20150428_01.pdf" target="_blank">announced</a>&nbsp;the board had resolved to submit to shareholders a resolution to partially amend&nbsp;the company's Articles of Incorporation to allow the company to allow issue a new series of shares, which they have called "Model AA Shares". The announcement noted a first tranche of 500 billion yen, and future tranches.&nbsp;The securities will be unlisted, non-transferable, require buying an embedded put from the company itself, and result in a mini&nbsp;"death spiral" impact on the common shares.&nbsp;My first reaction was "Huh?"After reading all the materials a second, third, and fourth time - in both Japanese and English - given my 15+yrs of looking at the microstructure of Japanese markets, special situations, and unusual security issuances, my reaction has evolved to a more considered, and evolved&nbsp;"Huh?"CONCLUSIONS<ul><li>The explanations do not make a great deal of sense.&nbsp;</li><li>The economics do not make a great deal of sense, nor do they match what should be the desired 'long-term investor' commitment.&nbsp;</li><li>If one looks at the best and highest purpose of such a structure, one must conclude it might be meant for a different purpose than Toyota discloses.</li><li>And if one takes a more skeptical view of Japanese issuance practices, this has to be seen as a slightly bearish development.</li><li>If Toyota is issuing this now as a way to gain acceptance of issuing it to a different group of shareholders than it says, that is bad.</li><li>If Toyota is wasting its time and energy for minimal benefit, that is bad.&nbsp;Toyota does not need to save 34bn yen in dividend payments over 5yrs when they start with 6 trillion yen in cash, and will generate another 10 trillion yen plus in cash over the next 5 years.&nbsp;</li></ul>

After the close on Tuesday April 28, 2015, Toyota announced&nbsp;the board had resolved to submit to shareholders a resolution to partially amend&nbsp;the company's Articles of Incorporation to allow the company to allow issue a new series of shares, which they have called "Model AA Shares". The announcement noted a first tranche of 500 billion yen, and future tranches.&nbsp;The securities will be unlisted, non-transferable, require buying an embedded put from the company itself, and result in a mini&nbsp;"death spiral" impact on the common shares.&nbsp;My first reaction was "Huh?"After reading all the materials a second, third, and fourth time - in both Japanese and English - given my 15+yrs of looking at the microstructure of Japanese markets, special situations, and unusual security issuances, my reaction has evolved to a more considered, and evolved&nbsp;"Huh?"CONCLUSIONSThe explanations do not make a great deal of sense.&nbsp;The economics do not make a great deal of sense, nor do they match what should be the desired 'long-term investor' commitment.&nbsp;If one looks at the best and highest purpose of such a structure, one must conclude it might be meant for a different purpose than Toyota discloses.And if one takes a more skeptical view of Japanese issuance practices, this has to be seen as a slightly bearish development.If Toyota is issuing this now as a way to gain acceptance of issuing it to a different group of shareholders than it says, that is bad.If Toyota is wasting its time and energy for minimal benefit, that is bad.&nbsp;Toyota does not need to save 34bn yen in dividend payments over 5yrs when they start with 6 trillion yen in cash, and will generate another 10 trillion yen plus in cash over the next 5 years.&nbsp;

'Model AA' Shares - Good Governance Gone Bad?

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.

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/sumitomo-riko-company-ltd" target="_blank" data-smartkarma-citation="entities:14955:1" rel="noopener">Sumitomo Riko Company (5191 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/sumitomo-electric-industries" target="_blank" data-smartkarma-citation="entities:10496:1" rel="noopener">Sumitomo Electric Industries (5802 JP)</a> at JPY2,600, a 20.6% premium to the undisturbed price.</li>
<li>The offer is arguably attractive as it is above the midpoint of the special committee/target IFA DCF valuation range and represents an all-time high. </li>
<li>The offer is light as it implies a discount to peer multiples. However, the significant cross-holders on the register suggest that the minimum tendering condition should be met. </li>
</ul>



Sumitomo Riko Company (5191 JP) has recommended a tender offer from Sumitomo Electric Industries (5802 JP) at JPY2,600, a 20.6% premium to the undisturbed price.
The offer is arguably attractive as it is above the midpoint of the special committee/target IFA DCF valuation range and represents an all-time high. 
The offer is light as it implies a discount to peer multiples. However, the significant cross-holders on the register suggest that the minimum tendering condition should be met. 


Sumitomo Riko (5191 JP): Sumitomo Electric (5802 JP)’s Tender Offer Is Light but Likely Done

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Quantitative Analysis

<div>The Asia Short Interest weekly looks at moves in market wide short interest and highlights movements in stock specific short interest across Hong Kong, Japan, Korea and Taiwan using the last available data published by the relevant authorities.</div><div>Hong Kong saw shorts rise on <a href="https://www.smartkarma.com/entities/beijing-kuaishou-technology-co-ltd" target="_blank" data-smartkarma-citation="entities:29725:1" rel="noopener">Kuaishou Technology (1024 HK)</a>, <a href="https://www.smartkarma.com/entities/alibaba-group" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a>, <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a>, <a href="https://www.smartkarma.com/entities/jd-health-international-inc" target="_blank" data-smartkarma-citation="entities:29677:1" rel="noopener">JD Health (6618 HK)</a> and <a href="https://www.smartkarma.com/entities/sun-hung-kai-properties-ltd" target="_blank" data-smartkarma-citation="entities:111:1" rel="noopener">Sun Hung Kai Properties (16 HK)</a> while there was short covering on <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>, <a href="https://www.smartkarma.com/entities/meituan-dianping" target="_blank" data-smartkarma-citation="entities:26970:1" rel="noopener">Meituan (3690 HK)</a>, <a href="https://www.smartkarma.com/entities/ping-an-healthcare-and-technology-company-limited" target="_blank" data-smartkarma-citation="entities:27008:1" rel="noopener">Ping An Healthcare and Technology Company Limited (1833 HK)</a>, <a href="https://www.smartkarma.com/entities/sunny-optical-tech" target="_blank" data-smartkarma-citation="entities:13363:1" rel="noopener">Sunny Optical (2382 HK)</a> and <a href="https://www.smartkarma.com/entities/anta-sports-products-ltd" target="_blank" data-smartkarma-citation="entities:10261:1" rel="noopener">Anta Sports Products (2020 HK)</a>. Shorts increased on Energy, while decreasing on Utilities, Health Care, Materials and Communication Services.</div><div>In Japan, stocks that saw the most shorts were <a href="https://www.smartkarma.com/entities/nexon-co-ltd" target="_blank" data-smartkarma-citation="entities:16032:1" rel="noopener">Nexon (3659 JP)</a>, <a href="https://www.smartkarma.com/entities/toshiba-corp" target="_blank" data-smartkarma-citation="entities:637:1" rel="noopener">Toshiba Corp (6502 JP)</a>, <a href="https://www.smartkarma.com/entities/brother-industries-ltd" target="_blank" data-smartkarma-citation="entities:6114:1" rel="noopener">Brother Industries (6448 JP)</a> and <a href="https://www.smartkarma.com/entities/shiseido-company-limited" target="_blank" data-smartkarma-citation="entities:5718:1" rel="noopener">Shiseido Company (4911 JP)</a> while shorts decreased on <a href="https://www.smartkarma.com/entities/toyo-tire-corporation" target="_blank" data-smartkarma-citation="entities:15064:1" rel="noopener">Toyo Tire Corporation (5105 JP)</a>, <a href="https://www.smartkarma.com/entities/h-i-s-co-ltd" target="_blank" data-smartkarma-citation="entities:19311:1" rel="noopener">H I S Co Ltd (9603 JP)</a>, <a href="https://www.smartkarma.com/entities/east-japan-railway-co" target="_blank" data-smartkarma-citation="entities:14271:1" rel="noopener">East Japan Railway Co (9020 JP)</a> and <a href="https://www.smartkarma.com/entities/gs-yuasa-corp" target="_blank" data-smartkarma-citation="entities:8298:1" rel="noopener">Gs Yuasa Corp (6674 JP)</a>. Shorts increased in all sectors led by Industrials, Information Technology, Communication Services, Consumer Discretionary and Consumer Staples.</div><div>In Korea, short increased on <a href="https://www.smartkarma.com/entities/sk-hynix-inc" target="_blank" data-smartkarma-citation="entities:16955:1" rel="noopener">SK Hynix (000660 KS)</a> and <a href="https://www.smartkarma.com/entities/lg-uplus-corp" target="_blank" data-smartkarma-citation="entities:1113:1" rel="noopener">LG Uplus Corp (032640 KS)</a> while shorts decreased on <a href="https://www.smartkarma.com/entities/celltrion-inc" target="_blank" data-smartkarma-citation="entities:991:1" rel="noopener">Celltrion Inc (068270 KS)</a>, <a href="https://www.smartkarma.com/entities/samsung-electronics-co-ltd" target="_blank" data-smartkarma-citation="entities:191:1" rel="noopener">Samsung Electronics (005930 KS)</a>, <a href="https://www.smartkarma.com/entities/naver-corp" target="_blank" data-smartkarma-citation="entities:16029:1" rel="noopener">Naver Corp (035420 KS)</a> and <a href="https://www.smartkarma.com/entities/lg-display-co-ltd" target="_blank" data-smartkarma-citation="entities:7145:1" rel="noopener">LG Display (034220 KS)</a>. </div><div>Stocks in Taiwan that saw the highest increase in shorts were <a href="https://www.smartkarma.com/entities/taiwan-semiconductor-manufacturing-company" target="_blank" data-smartkarma-citation="entities:11230:1" rel="noopener">TSMC (2330 TT)</a>, <a href="https://www.smartkarma.com/entities/united-microelectronics-corp" target="_blank" data-smartkarma-citation="entities:6450:1" rel="noopener">United Microelectronics Corp (2303 TT)</a>, <a href="https://www.smartkarma.com/entities/pegatron-corp" target="_blank" data-smartkarma-citation="entities:12852:1" rel="noopener">Pegatron Corp (4938 TT)</a> and <a href="https://www.smartkarma.com/entities/au-optronics-corp" target="_blank" data-smartkarma-citation="entities:6704:1" rel="noopener">Au Optronics (2409 TT)</a> while shorts were covered on <a href="https://www.smartkarma.com/entities/fitipower-integrated-tech" target="_blank" data-smartkarma-citation="entities:8712:1" rel="noopener">Fitipower Integrated Tech (4961 TT)</a>, <a href="https://www.smartkarma.com/entities/standard-foods-corp" target="_blank" data-smartkarma-citation="entities:19848:1" rel="noopener">Standard Foods (1227 TT)</a>, <a href="https://www.smartkarma.com/entities/nan-ya-printed-circuit-board-corporation" target="_blank" data-smartkarma-citation="entities:2699:1" rel="noopener">Nan Ya Printed Circuit Board (8046 TT)</a> and <a href="https://www.smartkarma.com/entities/largan-precision-co-ltd" target="_blank" data-smartkarma-citation="entities:9126:1" rel="noopener">Largan Precision (3008 TT)</a>. </div>

The Asia Short Interest weekly looks at moves in market wide short interest and highlights movements in stock specific short interest across Hong Kong, Japan, Korea and Taiwan using the last available data published by the relevant authorities.Hong Kong saw shorts rise on Kuaishou Technology (1024 HK), Alibaba Group (9988 HK), HKEX (388 HK), JD Health (6618 HK) and Sun Hung Kai Properties (16 HK) while there was short covering on Tencent Holdings (700 HK), Meituan (3690 HK), Ping An Healthcare and Technology Company Limited (1833 HK), Sunny Optical (2382 HK) and Anta Sports Products (2020 HK). Shorts increased on Energy, while decreasing on Utilities, Health Care, Materials and Communication Services.In Japan, stocks that saw the most shorts were Nexon (3659 JP), Toshiba Corp (6502 JP), Brother Industries (6448 JP) and Shiseido Company (4911 JP) while shorts decreased on Toyo Tire Corporation (5105 JP), H I S Co Ltd (9603 JP), East Japan Railway Co (9020 JP) and Gs Yuasa Corp (6674 JP). Shorts increased in all sectors led by Industrials, Information Technology, Communication Services, Consumer Discretionary and Consumer Staples.In Korea, short increased on SK Hynix (000660 KS) and LG Uplus Corp (032640 KS) while shorts decreased on Celltrion Inc (068270 KS), Samsung Electronics (005930 KS), Naver Corp (035420 KS) and LG Display (034220 KS). Stocks in Taiwan that saw the highest increase in shorts were TSMC (2330 TT), United Microelectronics Corp (2303 TT), Pegatron Corp (4938 TT) and Au Optronics (2409 TT) while shorts were covered on Fitipower Integrated Tech (4961 TT), Standard Foods (1227 TT), Nan Ya Printed Circuit Board (8046 TT) and Largan Precision (3008 TT). 

Asia Short Interest: Kuaishou, HKEX, SHK, Anta, Nexon, Toshiba, Toyo Tire, HIS, Hynix, TSMC, UMC

Japan

Toyo Tire Corporation manufactures and markets rubber and chemical goods.  The Company's products include motor vehicle tires, aluminum alloy wheels, office equipment parts, heat resistant board, and automobile parts such as bumpers and air bag systems.  Toyo Tire & Rubber has its  subsidiaries in the  US, Australia, Canada, Germany, and China.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Toyo Tire Corporation (5105 JP)

TOYOTA UPDATE: ISS Comes Out Against Model AA Shares - So Should You

On April 28, after the close and just before the long Japanese Golden Week holiday, Toyota announced it would seek shareholder approval to...

Travis Lundy

'Model AA' Shares - The possible counterpoint

There are two sides to every story. The Possible Positive Counterpoint to a negative opinion on Toyota's proposed issuance of so-called "Model AA"...

Travis Lundy

'Model AA' Shares - Good Governance Gone Bad?

After the close on Tuesday April 28, 2015, Toyota announced the board had resolved to submit to shareholders a resolution to partially amend the...

Travis Lundy

Sumitomo Riko (5191 JP): Sumitomo Electric (5802 JP)’s Tender Offer Is Light but Likely Done

The offer is light as it implies a discount to peer multiples. However, the significant cross-holders on the register suggest that the minimum...

Arun George

Asia Short Interest: Kuaishou, HKEX, SHK, Anta, Nexon, Toshiba, Toyo Tire, HIS, Hynix, TSMC, UMC

The Insight looks at large short interest movements across HK, Japan, Korea and Taiwan stocks and highlights large increases/decreases in shorts to...

Brian Freitas

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)