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Most Read: Jardine Cycle & Carriage, Anta Sports Products, Ming Yuan Cloud Group, Car Inc, Hansoh Pharmaceutical and more

In today’s briefing:

  • Jardine Cycle & Carriage: “Buy The Fact” On MSCI Deletion
  • Hang Seng Index Rebalance: Three Adds, One Delete, High Turnover, and More Changes to Come
  • Hang Seng TECH Index Rebalance: Two Changes as Assets Continue to Grow
  • Car Inc (699 HK): MBK’s Firm Offer
  • HSCEI Index Rebalance: 9 Adds, 9 Deletes, BIG Turnover

Jardine Cycle & Carriage: “Buy The Fact” On MSCI Deletion

By David Blennerhassett

Yesterday, MSCI announced its November 2020 Semi-Annual Index Review.  As widely anticipated, Jardine Cycle & Carriage (JCNC SP) and Yangzijiang Shipbuilding (YZJSGD SP) are shown the exit, reducing the number of index constituents to 19. The changes will be effective after the close of trading on 30 November.

In MSCI Singapore Index Rebalance Nov20: Shrinking Number of Constituents, Brian Freitas reckons 8.9 days of ADV to sell of JCNC from passive funds. JCNC is down ~3% today as I type, against +3% for ASII.

I see JCNC’s discount to NAV at ~36% against a 12-month average of ~17%, having recently moved off its all-time low of ~38%.

As JCNC is all-but a proxy into Astra, this appears a straight-forward mean reversion play. 

More below the fold.


Hang Seng Index Rebalance: Three Adds, One Delete, High Turnover, and More Changes to Come

By Brian Freitas

The Hang Seng Indexes Company Limited (HSIL) announced the results of its review of the Hang Seng Family of Indexes post market close on 13 November. The constituent changes will be effective after the close of trading on 4 December.

For the Hong Kong Hang Seng Index (HSI INDEX), there are 3 inclusions and 1 deletion, taking the number of index constituents up to 52.

The inclusions are Budweiser Brewing Company APAC (1876 HK), Anta Sports Products (2020 HK) and Meituan (3690 HK), while the sole deletion is Swire Pacific (A) (19 HK)

One-way turnover is estimated at 7.38%. That is very high and will result in big turnover at the closing auction on 4 December. We estimate 5 days of ADV to sell on Swire Pacific (A) (19 HK) from passive funds, while Budweiser Brewing Company APAC (1876 HK) and Anta Sports Products (2020 HK) have over 4 days and 3 days of ADV to buy respectively. The impact of passive buying on Meituan (3690 HK) is lower at 1.6 days of ADV.

Following HSIL’s announcement at the previous index review, we had expected there would be more additions than deletions in this review. All the 3 stocks added to the index were our highest probability inclusion candidates – the ‘surprise’ for the market would have to be Anta Sports Products (2020 HK) followed by Budweiser Brewing Company APAC (1876 HK). Meituan (3690 HK) was probably on everyone’s list for inclusion.

We had picked Swire Pacific (A) (19 HK) as the most likely deletion candidate, though we did not think that HSIL would actually delete the stock since it derives most of its revenue from Hong Kong and helps reduce the overlap with the Hang Seng China Enterprises Index (HSCEI INDEX).

HSIL announced that they had submitted a study on the composition of the Hong Kong Hang Seng Index (HSI INDEX) to the Advisory Committee and plan to conduct a market consultation this year with the conclusions announced in February 2021. The implementation of the changes will most likely commence at the March 2021/ June 2021 index review. 


Hang Seng TECH Index Rebalance: Two Changes as Assets Continue to Grow

By Brian Freitas

The Hang Seng Indexes Company Limited (HSIL) announced the results of its review of the Hang Seng Family of Indexes post market close on 13 November. The constituent changes will be effective after the close of trading on 4 December.

For the Hang Seng TECH Index, there are 2 inclusions and 2 exclusions.

The inclusions are Ming Yuan Cloud Group (909 HK) and Archosaur Games (9990 HK), while the deletions are HengTen Ltd (136 HK) and Netdragon Websoft (777 HK).

 One way turnover is 7.97% due to the inclusions/ exclusions, capping, and free float changes.

Both inclusions have 0.67 days of ADV to buy, HengTen Ltd (136 HK) has 0.6 days of ADV to sell, while Netdragon Websoft (777 HK) has 1 day of ADV to sell.


Car Inc (699 HK): MBK’s Firm Offer

By David Blennerhassett

Car Inc (699 HK)‘s cratered 54% on the 3 April before being suspended, given the management crossover with scandal-hit Luckin Coffee (LK US). Charles Zhengyao Lu, the largest shareholder in Luckin, was also a major (indirect) shareholder and chairman in Car.

Car qualified that while Lu was a shareholder and chairman of Luckin Coffee, “he resigned from the role of Chief Executive Officer and became a Non-executive Director of Car in April 2016” and “has not been involved in the Group’s day-to-day management since then“. In addition, Jian Liu, COO of Luckin and widely understood to be the orchestrator of Luckin’s internal issues, “ceased his employment as a department director” with Car in 2015.” 

A detailed rundown of these events can be found in Car Inc (699 HK) – Needs A Hire Purpose.

According to a Reuters‘ article on the 20 August, an MBK consortium had been in negotiations with SOE Jinggangshan BAIC with respect to its ~29% stake in Car, with a possible view to taking Car private. This was discussed in Car Inc (699 HK): MBK Takes A Turn At The Wheel. A HKEx disclosure filing on the 24 July showed BAIC with 28.92%, given the SPAs with UCAR & Warburg Pincus/Amber.

On the 10 November, Car announced the SPA between UCAR and BAIC had terminated. Separately, MBK Partners had entered into a SPA to acquire ~20.86% of shares in Car for HK$1.77bn ($4.00/share) from UCAR.

A summary of announcements below brings you up to date.:

Date

Data in the Date

9-Apr-20
Car’s largest shareholder, sold 44.666mn shares, or 2.11% of shares out, on the day Car’s shares collapsed. NOT a good look. UCAR held ~27.65% of shares out in Car after the sale. Lu is the controller of UCAR with a 39.94% stake.

UCAR sold a further 100k shares (0.0047% of shares out) on the 11 May, and 7.085mn shares (0.33%) between the 12 May and 22 June.

16-Apr-20

Amber Gem entered into a SPA with UCAR to acquire 98.6mn shares (4.65% of shares out – known as the first tranche) from UCAR at HK$2.30/share; and 264.08mn shares (12.46% of shares out – the second tranche) at HK$3.40/share. This works out to an average price of $3.10/share.

At the time of the SPA, Amber Gem held 10.11%. According to the 2019 annual report (page 49), Warburg Pincus holds a 60.47% stake in Amber Gem. 

1-Jun-20

Car announced Amber Gem and UCAR had terminated their second tranche. The first tranche appears to have been completed on the 30 May, lifting Amber Gem’s stake to 14.76%.

Separately  UCAR and BAIC Group entered into a non-legally binding strategic cooperation agreement, such that BAIC would acquire 450.79mn shares in Car, or 21.26% of shares out, from UCAR.

9-Jun-20
Lu resigned as Chairman and NED, with effect from June 9 (i.e. immediate).
2-Jul-20

Car announced UCAR had entered into an offer letter with SAIC Motor (600104 CH) such that SAIC will acquire UCAR’s 20.87% stake in Car at HK$3.10.

Separately, SAIC entered into an offer letter with Amber Gem to acquire an 8.05% stake in Car, also at HK$3.10/share.  The completion of these Offer letters would result in SAIC holding 28.92%, below the 30% mandatory general offer threshold.

20-Jul-20

Car announced that UCAR has terminated its agreement with SAIC; and that UCAR had now entered into a SPA with Jinggangshan BAIC to acquire its 20.87% stake in Car at HK$3.10/share. Jinggangshan BAIC also signed an offer letter with Amber Gem to acquire an 8.04% of shares out (@ HK$3.10/share) – to collectively give Jinggangshan BAIC 28.91%. Amber Gem would be left holding 6.7% of shares out. 

Car announced that it has been informed that “UCAR has received a notice from the China Securities Regulatory Commission (and that the) CSRC has initiated an investigation on UCAR in connection with suspected violations of information disclosure laws and regulations by UCAR”. 

24-Jul-20

Profit warning. Car expects a net loss n the 1H20 vs. net profit of RMB279mn in 1H19. Looking at impairment charges with respect to is vehicle fleet of RMB2.5bn-3RMBbn. 

26-Jul-20

Amber Gem and Jinggangshan BAIC entered into a SPA such that BAIC acquires 170.72mn shares (8.05% of shares out) from Amber at $3.10/share.

3-Aug-20

Xiaogeng Li, an NED, resigned, ceasing her membership of the audit and compliance committee

3-Aug-20

The CSRC completed its (two-week) investigation and dished out some fines to UCAR and certain directors/senior management. 

20-Aug-20

A Reuters article suggests MBK is kicking tyres

10-Nov-20

Car Inc (699 HK) announced the S&P with UCAR, BAIC is terminated. MBK Partners to acquire ~20.86% of shares in Car for HK$1.77bn ($4/share).

Source: HKEx filings

The NEW News

MBK has now tabled a pre-conditional general cash Offer of $4.00/share, a 17.99% premium to last close. There are no outstanding dividends and no dividends are expected to be declared or paid during the Offer.

Pre-conditions include anti-trust approval, no default on any bonds or debt; and the Offer not triggering a “change of control” in the bond/debt instruments. Interestingly, all pre-conditions can be waived by MBK. 

The Offer is conditional on MBK holding 50% of the voting rights in Car. Irrevocables (namely Legend Holdings) holding 26.55% have agreed to tender into the Offer. Together with the 20.86% from the SPA with UCAR, MBK will hold a minimum of 47.41% of shares out. Clearing the 50% looks like a lock.

MBK intends to maintain Car’s listing.

More below the fold.


HSCEI Index Rebalance: 9 Adds, 9 Deletes, BIG Turnover

By Brian Freitas

The Hang Seng Indexes Company Limited (HSIL) announced the results of its review of the Hang Seng Family of Indexes post market close on 13 November. The constituent changes will be effective after the close of trading on 4 December.

For the Hang Seng China Enterprises Index (HSCEI INDEX), there are 9 inclusions and 9 deletions.

The inclusions are Alibaba Health Information Technology (241 HK), China Overseas Land & Investment Ltd (688 HK), Semiconductor Manufacturing International Corp (SMIC) (981 HK), Evergrande Real Estate Group (3333 HK), Hansoh Pharmaceutical (3692 HK), China Feihe (6186 HK), Haidilao (6862 HK), JD.com (HK) (9618 HK) and NetEase (9999 HK)

The deletions are Want Want (151 HK), Fosun International (656 HK), China Telecom Corp Ltd (H) (728 HK), China Taiping Insurance Hldgs (966 HK), China Citic Bank Corp Ltd H (998 HK), China Shenhua Energy Co H (1088 HK), China Minsheng Banking H (1988 HK), China Vanke Co Ltd (H) (2202 HK) and PICC Property & Casualty H (2328 HK)

One-way turnover is estimated at 10.21% and volumes at the closing auction on 4 December are going to be HUGE. Passive funds will need to trade between 1.5-4.5 days of ADV on the deletions and between 0.5-4 days of ADV on the inclusions.

We had picked all 9 inclusions and exclusions, so there are no surprises in the review. That said, the probability of Hansoh Pharmaceutical (3692 HK) being included was the lowest since it was right at the cusp of inclusion, so there could be a pop at the open on Monday. Hansoh, at almost 4 days of ADV, has the biggest impact to buy from passive funds. The corresponding deletion was PICC Property & Casualty H (2328 HK) and the stock could start trading lower on Monday.


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