Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Lifestyle International Holdings / Event-Driven

<ul>
<li>Thomas Yau, <a href="https://www.smartkarma.com/entities/lifestyle-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:112:1" rel="noopener">Lifestyle International Holdings (1212 HK)</a>'s controlling shareholder, is offering to take the company private by way of a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0807/2022080700233.pdf" target="_blank" rel="noopener">Scheme</a> at HK$5/share, a 62.3% premium to last close.  </li>
<li>Independent shareholders comprise 23.51% of shares out, therefore the blocking stake at the forthcoming Court Meeting is 2.351% of shares out. </li>
<li>The Offer price is final. No dividends will be paid during the Offer period.</li>
</ul>


Thomas Yau, Lifestyle International Holdings (1212 HK)'s controlling shareholder, is offering to take the company private by way of a Scheme at HK$5/share, a 62.3% premium to last close.  
Independent shareholders comprise 23.51% of shares out, therefore the blocking stake at the forthcoming Court Meeting is 2.351% of shares out. 
The Offer price is final. No dividends will be paid during the Offer period.


<ul>
<li>The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.</li>
<li>Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.</li>
<li>This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.</li>
</ul>


The Companies (Amendment) Act 2021 of the Cayman Islands (Amendment Act), which will come into force on 31 August 2022, will abolish the current 'headcount test'.
Those companies incorporated in the Cayman Islands, and subject to a members' Scheme of Arrangement, were previously required to satisfy the headcount test under section 86 of the Companies Act.
This development clarifies previous uncertainty/ambiguity which could arise, with 'take private' deals of Cayman-incorporated, Hong Kong-listed companies, where a Scheme is the favoured privatisation path.


Cayman Islands: Headcount To Be Decapitated On 31 August

<ul>
<li>The Cheng family has made a voluntary conditional Offer of $1.88/share for <a href="https://www.smartkarma.com/entities/giordano-international-ltd" target="_blank" data-smartkarma-citation="entities:13899:1" rel="noopener">Giordano International (709 HK)</a>. </li>
<li>The Cheng's (and concert parties) control 24.57%. The Offer is conditional on the family getting to more than 50% via tendering. </li>
<li>The intention is to maintain Giordano's listing. The Offer Price has not been declared final. </li>
</ul>


The Cheng family has made a voluntary conditional Offer of $1.88/share for Giordano International (709 HK). 
The Cheng's (and concert parties) control 24.57%. The Offer is conditional on the family getting to more than 50% via tendering. 
The intention is to maintain Giordano's listing. The Offer Price has not been declared final. 


Giordano (709 HK): Cheng Family's Underwhelming Offer

Yashili International Holdings / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/yashili-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:3397:1" rel="noopener">Yashili International Holdings (1230 HK)</a> has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0506/2022050602098.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer, by way of a Scheme, from <a href="https://www.smartkarma.com/entities/china-mengniu-dairy-co" target="_blank" data-smartkarma-citation="entities:354:1" rel="noopener">China Mengniu Dairy Co (2319 HK)</a>.</li>
<li>The cancellation price of HK$1.20/share, a 31.9% premium to last close, and a 161% premium to the undisturbed price, is in line with the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0316/2022031601535.pdf" target="_blank" rel="noopener">16 March announcement</a>.</li>
<li>Conditions involve various business disposals and the exit of <a href="https://www.smartkarma.com/entities/danone-sa" target="_blank" data-smartkarma-citation="entities:21403:1" rel="noopener">Danone SA (BN FP)</a>'s stake in Yashili;  yet apart from timing, which is contingent on regulatory approvals, this looks done. </li>
</ul>



Yashili International Holdings (1230 HK) has announced a pre-conditional Offer, by way of a Scheme, from China Mengniu Dairy Co (2319 HK).
The cancellation price of HK$1.20/share, a 31.9% premium to last close, and a 161% premium to the undisturbed price, is in line with the 16 March announcement.
Conditions involve various business disposals and the exit of Danone SA (BN FP)'s stake in Yashili;  yet apart from timing, which is contingent on regulatory approvals, this looks done. 


Yashili (1230 HK)'s Pre-Conditional Offer From Mengniu

<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s Scheme was comfortably <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0426/2022042601954.pdf" target="_blank" rel="noopener">voted through</a> by shareholders.  </li>
<li>The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. </li>
<li>Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. </li>
</ul>



Razer Inc (1337 HK)'s Scheme was comfortably voted through by shareholders.  
The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. 
Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. 


Hong Kong

Yorkey Optical International Cayman Ltd. manufactures plastic and metal parts and components of optical and optoelectronic products.  The Company produces parts for copiers, computer peripherals, handsets, film cameras, and other products.

Yorkey Optical International Cayman (2788 HK)

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Yorkey Optical International Cayman (2788 HK)

Lifestyle (1212 HK): Thomas Yau's Scheme

I'd be buying Lifestyle International (1212 HK) up to around $4.75 or a gross/annualised spread of 5%/15%, assuming mid-December completion.

David Blennerhassett

Cayman Islands: Headcount To Be Decapitated On 31 August

On 31 August 2022, the Cayman Islands will abolish the current 'headcount test' which a Cayman Islands members' Scheme (including HK companies) had...

David Blennerhassett

Giordano (709 HK): Cheng Family's Underwhelming Offer

This Offer price won't be sufficient to get to 50%. It has not been declared final for that reason. I'd be buying around the Offer Price. This...

David Blennerhassett

Yashili (1230 HK)'s Pre-Conditional Offer From Mengniu

HK$1.20/share will get up. I'd be a buyer here. I'd probably bid up to ~HK$1.13/share or a gross/annualised spread of 6.2%/15%.

David Blennerhassett

Razer Inc (1337 HK): Storm In A Tea Cup

This will trade tight tomorrow, potentially even edging above terms, depending on short interest. Play the spread if you can get in a few percent...

David Blennerhassett

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