Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Back on the 9 July, <a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a> (BCL) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0709/2021070901284.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group. The Offer price of HK$2.80/share was a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price would NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share was also tabled.</p>
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<p>The pre-conditions, which cannot be waived, included approvals from NDRC, MoC, SAFE, and if applicable, SASAC.</p>
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<p>As BCL is PRC incorporated and compulsory acquisition is not afforded under PRC law,  this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders.</p>
<p>Unlike a number of PRC-incorporated privatisations, there is no tendering acceptance condition attached to this delisting.</p>
<p>Typically Merger by Absorption transactions complete in around four months.</p>
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<p>This <em>appeared</em> a relatively clean deal although from the onset, it traded wide to terms, at an average gross spread to terms of ~13%, up to and including yesterday.</p>
<p>The dispatch of the Composite Doc was, as expected, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0729/2021072901655.pdf" target="_blank" rel="noopener">delayed</a> to the 9 September (officially granted by the SFC on the  2 August) from the 29 July. </p>
<p>A profit warning was announced on the <a href="https://www1.hkexnews.hk/search/titlesearch.xhtml?lang=en" target="_blank" rel="noopener">30 July</a>. </p>
<p>Last night, BCL said the Pre-Condition has been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0818/2021081801497.pdf" target="_blank" rel="noopener">satisfied</a>. There was no further application to the SFC to extend the dispatch of the Composite Doc.</p>
<p>This is a positive development. Expect the spread to tighten when shares begin trading this morning. </p>
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<p>More below the fold.</p>
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Back on the 9 July, Beijing Capital Land Ltd H (2868 HK) (BCL) announced a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group. The Offer price of HK$2.80/share was a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price would NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share was also tabled.


The pre-conditions, which cannot be waived, included approvals from NDRC, MoC, SAFE, and if applicable, SASAC.


As BCL is PRC incorporated and compulsory acquisition is not afforded under PRC law,  this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders.
Unlike a number of PRC-incorporated privatisations, there is no tendering acceptance condition attached to this delisting.
Typically Merger by Absorption transactions complete in around four months.


This appeared a relatively clean deal although from the onset, it traded wide to terms, at an average gross spread to terms of ~13%, up to and including yesterday.
The dispatch of the Composite Doc was, as expected, delayed to the 9 September (officially granted by the SFC on the  2 August) from the 29 July. 
A profit warning was announced on the 30 July. 
Last night, BCL said the Pre-Condition has been satisfied. There was no further application to the SFC to extend the dispatch of the Composite Doc.
This is a positive development. Expect the spread to tighten when shares begin trading this morning. 


More below the fold.


Beijing Capital Land (2868 HK): Pre-Cons Satisfied. This Should Trade Tight

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<p><a href="https://www.smartkarma.com/entities/beijing-capital-land-ltd-h" target="_blank" data-smartkarma-citation="entities:4543:1" rel="noopener">Beijing Capital Land Ltd H (2868 HK)</a> (BCL) has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0709/2021070901284.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.</p>
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<p>The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.</p>
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<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
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<p>As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.</p>
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<p>This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals <em>should</em> be wrapped up well before then.</p>
<p>Merger by Absorption transactions <em>typically</em> complete in around four months.</p>
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<p>More below the fold.</p>
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Beijing Capital Land Ltd H (2868 HK) (BCL) has announced a pre-conditional Offer from its controlling shareholder, state-owned Beijing Capital Group, otherwise known as the Capital Group.


The Offer price is HK$2.80/share, a 62.79% premium to last close, and a 150% premium to the average closing price over the previous 60 trading days. The Offer price will NOT be increased. No dividends are expected to be declared. A concurrent Offer for BCL's domestic shares at RMB2.334080/share is also tabled.


The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.


As BCL is PRC incorporated, this delisting proposal is by way of a Merger by Absorption, which involves a Scheme-like vote from disinterested shareholders. There is no tendering acceptance condition attached to this delisting.


This appears a relatively clean deal. The Long Stop date for the pre-cons is the 9 July 2022, although these approvals should be wrapped up well before then.
Merger by Absorption transactions typically complete in around four months.


More below the fold.


Beijing Capital Land (2868 HK): Delisting Offer From Parent

China Machinery Engineering / Event-Driven

<p>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.</p>
<p>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.</p>
<p>CMEC added it needs more time to prepare the Composite Document with an expected despatch date on or before the 9 July. </p>
<p>More below the fold. </p>

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

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<p>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.</p>
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<p>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.</p>
<p>The pre-conditions, which cannot be waived, include approvals from NDRC, MoC, and SAFE.</p>
<p>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.</p>
<p>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. </p>
<p>Perhaps regulatory approvals are (finally) forthcoming.</p>
<p>More below the fold.</p>
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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?

Sichuan Languang Justbon Services / Event-Driven

Sichuan Languang Justbon Services (2606 HK)

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<p>On the 22 March, <a href="https://www.smartkarma.com/entities/sichuan-languang-justbon-service-group-co-ltd-h" target="_blank" data-smartkarma-citation="entities:28337:1" rel="noopener">Sichuan Languang Justbon Service Group (2606 HK)</a> ("Justbon") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0322/2021032201066.pdf" target="_blank" rel="noopener">announced</a> its major shareholder (plus two other vendors) had entered into MOUs with <a href="https://www.smartkarma.com/entities/country-garden-services-holdings-company-limited" target="_blank" data-smartkarma-citation="entities:27343:1" rel="noopener">Country Garden Services Holdings (6098 HK)</a> (CGS), such that 126,011,860 H shares AND 750,000 domestic shares or 71.17% of shares out would be acquired. Upon completion, CGS was obligated to make an unconditional mandatory general Offer (MGO) for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).</p>
<p>In addition, if a delisting resolution was approved by independent H-shareholders and a 90% acceptance condition (of independent H-shares)) was satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.</p>
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<div>On the 19 April, Justbon said all three agreements had completed, giving CGS <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0419/2021041901491.pdf" target="_blank" rel="noopener">71.17%</a>.</div>
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<div>The Composite Document has now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0502/2021050200153.pdf" target="_blank" rel="noopener">despatched</a>, and the Offer is open to acceptances. The H Share Class Meeting will be held on the 17 June, which is also the first closing date. </div>
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<div>Assuming the delisting resolution is approved, the latest time for the acceptance condition to be satisfied is the 3 September, four months from now. </div>
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<div>But as this is an unconditional MGO, this extended acceptance period tilts the deal in favour of CGS securing the 90% tendering condition.</div>
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<div>More below the fold.</div>


On the 22 March, Sichuan Languang Justbon Service Group (2606 HK) ("Justbon") announced its major shareholder (plus two other vendors) had entered into MOUs with Country Garden Services Holdings (6098 HK) (CGS), such that 126,011,860 H shares AND 750,000 domestic shares or 71.17% of shares out would be acquired. Upon completion, CGS was obligated to make an unconditional mandatory general Offer (MGO) for the H shares (at HK$51.0571/share) and domestic shares (at RMB42.8547/share).
In addition, if a delisting resolution was approved by independent H-shareholders and a 90% acceptance condition (of independent H-shares)) was satisfied, H-shareholders will receive HK$54.30/share and domestic shareholders RMB45.5768/share.







On the 19 April, Justbon said all three agreements had completed, giving CGS 71.17%.







The Composite Document has now been despatched, and the Offer is open to acceptances. The H Share Class Meeting will be held on the 17 June, which is also the first closing date. 

Assuming the delisting resolution is approved, the latest time for the acceptance condition to be satisfied is the 3 September, four months from now. 

But as this is an unconditional MGO, this extended acceptance period tilts the deal in favour of CGS securing the 90% tendering condition.

More below the fold.

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

China

Zhejiang Cangnan Instrument Group develops, manufactures, and sells industrial, commercial, and residential gas flow meters, heat meters, regulators, and nuclear-related equipment. The company also provides product repair services. It was incorporated in September 1982 and is headquartered in Wenzhou, Zhejiang, China.

Zhejiang Cangnan Instrument Group (1743 HK)

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Zhejiang Cangnan Instrument Group (1743 HK)

Beijing Capital Land (2868 HK): Pre-Cons Satisfied. This Should Trade Tight

This looks done - play the spread here. Assuming payment late-Oct, I would expect BCL to trade around $2.72 today, or a 3%/15% gross/annualised...

David Blennerhassett

Beijing Capital Land (2868 HK): Delisting Offer From Parent

This looks done - play the spread here. Assuming payment late-Nov, I would expect BCL to trade around $2.65 on Monday, or a 5.6%/15% gross...

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

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

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

Mindful of the four-month acceptance period, one in which shares tendred are not entitled (by my reckoning) to be withdrawn, I believe the...

David Blennerhassett

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