In today’s briefing:
- ESR (1821 HK): A Shareholder Register Look-Through
- [Japan Activism] Pasona Group (2168 JP) – Three New Things Of Mixed Importance
- HD Hyundai: Will It Increase Ownership Stake In HD Korea Shipbuilding & Offshore Engineering?
- Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding
- PBR 0.8x Law — What Is It, and Why Might It Spark a Classic Post-Election Korea Momentum Trade?
- Assura Attracts Bidding War Potential: KKR and PHP Compete Amid Strategic Synergies and Market Dynamics
- An Update on Samsung Electronics Chairman Lee Jae-Yong and His Family Members’ Inheritance Taxes
- Selected European HoldCos and DLC: May 2025 Report
- Weekly Update (FTV, NLOP, STRZ, RAL)
- Naturgy’s Share Repurchase: Potential €200+ Gain with Spanish Odd-Lot Tender Offer Priority Rule
ESR (1821 HK): A Shareholder Register Look-Through
- Today, I was the first analyst to gain access to ESR (1821 HK)‘s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.
- This is the same register discussed in Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM and L’Occitane (973 HK): Who Owns What, And When
- It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register.
[Japan Activism] Pasona Group (2168 JP) – Three New Things Of Mixed Importance
- Pasona Group (2168 JP) is a “value stock.” It has loads of cash (but less than you think) and significant ongoing governance issues, but they are doing a TINY buyback.
- Several weeks ago we got an announcement which was odd. Not completely odd, just odd. Now in the past week we have market activity/announcements which make one wonder.
- This piece attempts to interpret some of the recent data/info points. One is odd. Another is odd but meaningful (but different than people think). A third is just technical.
HD Hyundai: Will It Increase Ownership Stake In HD Korea Shipbuilding & Offshore Engineering?
- There has been an increasing speculation of HD Hyundai increasing its stake in HD Korea Shipbuilding & Offshore Engineering (HD KSOE) in 2025.
- There are two main reasons why HD Hyundai could increase its stake in HD KSOE.
- They include HD KSOE contributing higher percentage of dividend income and continued full-fledged recovery of the operating profits of the HD HHI and HD Hyundai Mipo.
Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding
- Brickworks Ltd (BKW AU) entered a combination deed with Washington H. Soul Pattinson and Co. Ltd (SOL AU). A newly-capitalised ASX-listed company (TopCo) will merge Brickworks and Soul Patts.
- The scheme vote is low risk as both Brickworks and Soul Patts shareholders will support the merger, which provides an elegant solution to unwind the cross-shareholdings.
- Investor support for the transaction seems strong, as evidenced by the A$550 million commitments for TopCo at a stingy NIL discount to the SOL last close price.
PBR 0.8x Law — What Is It, and Why Might It Spark a Classic Post-Election Korea Momentum Trade?
- Listed companies trading below 0.8x P/B may be taxed like unlisted ones—based on book value, with a floor set at 80% of NAV regardless of calculated valuation.
- Momentum is spreading beyond holdcos, with local desks eyeing low-PBR, high treasury share names. Attached is an Excel with Q1 PBRs and Q4 treasury ratios for all listed stocks.
- We could target direct succession names like SK Inc. or go broader, screening by treasury share % and P/B discount—likely the preferred route given Korea’s post-election momentum playbook.
Assura Attracts Bidding War Potential: KKR and PHP Compete Amid Strategic Synergies and Market Dynamics
- Assura is involved in a potential bidding war with KKR and PHP, both having made acquisition offers.
- KKR’s offer is 49.4p/share, while PHP’s revised offer is 0.3769 PHP shares plus 12.5p/share in cash.
- Glazer increased its stake in Assura to 2.9%, indicating expectations of a bidding war with minimal downside.
An Update on Samsung Electronics Chairman Lee Jae-Yong and His Family Members’ Inheritance Taxes
- This insight provides an update on the inheritance tax payment requirement by the Samsung Electronics Chairman Lee Jae-Yong and his family members.
- Lee Jae-Yong has a final installment of 480 billion won in inheritance taxes to be paid in April 2026.
- Once Lee makes the final inheritance tax payment next year, he can start to reinvest his dividend income in various Samsung Group affiliates including Samsung C&T.
Selected European HoldCos and DLC: May 2025 Report
- Discounts to NAV of covered holdcos mainly widened during May. Coverage of CF Alba is discontinued following delisting.
- Discounts (30 May): GBL, 37.9% (vs 35.3%, 2 May); Heineken Holding, 12.5% (vs. 12.3%); Industrivärden C, 9.6% (vs. 9.1%); Investor B, 9.6% (vs. 5.8%); Porsche Automobile Holding, 29.5% (vs. 29.2%);
- Rio DLC 22.2% (vs. 25.8%); Vivendi 45% (vs. 46%). What seems interesting: Heineken Holding, vs. Heineken, Porsche SE vs. listed assets and Rio DLC (long RIO LN/short RIO AU).
Weekly Update (FTV, NLOP, STRZ, RAL)
Fortive (FTV) will spin off 100% of Ralliant on June 28, 2025.
Ralliant will trade under the ticker RAL. When issued trading will begin on June 25th. Ralliant will host an investor day on June 10, 2025.
Ralliant (Precision Technologies) will be a $2.2B revenue company (2024) focused on Test & Measurement and Sensors & Safety Systems.
Naturgy’s Share Repurchase: Potential €200+ Gain with Spanish Odd-Lot Tender Offer Priority Rule
- Naturgy’s tender offer allows repurchase of 9% shares at €26.5/share, with a priority for small accounts.
- Spanish regulators approved the tender; odd-lot priority rule may set threshold around 400 shares for priority.
- Linear distribution allocates 25% of shares equally; excess distributed proportionally, affecting shareholder participation outcomes.
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