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Most Read: Murata Manufacturing, Nippo Corp, Sembcorp Marine, Xinyi Solar Holdings, Jardine Cycle & Carriage and more

In today’s briefing:

  • 2021 Nikkei 225 Rebalance: Nintendo, Murata, Keyence IN; Nisshinbo, Toyo Seikan, ‘Skupper’ OUT
  • ENEOS To Steamroll Nippo (1881 JP) Minorities
  • One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Option
  • HSCEI Index Rebalance Preview: Xinyi Solar Should Replace China Evergrande
  • StubWorld: JCNC Is A Set-Up Here

2021 Nikkei 225 Rebalance: Nintendo, Murata, Keyence IN; Nisshinbo, Toyo Seikan, ‘Skupper’ OUT

By Travis Lundy

Every year (usually in the beginning of September), the Nikkei Inc Index team conducts an annual review of the major price-weighted Nikkei indices – the most important being the Nikkei 225 Average – and adds and subtracts constituents according to the Rules.

Today, they announced the 2021 version of the changes (announcement, PAF changes).

Below is Some Background. If you want to skip ahead to the juicy analysis, you can jump ahead to the Changes Announced section just below, and then more below the fold.

Some Background

The Nikkei 225, well-known globally as “the Nikkei” is a price-weighted index, originally started nearly 70 years ago as an average of a selected number of stocks listed on the TSE First Section. Later, it became 225 members. 

Because it is price-weighted, and because for a long time it made no divisor adjustments for stock splits (so when a stock split 2:1 its weight fell by half because price fell by half and trackers had to sell half their shares in that stock), and the price multiplier was determined by the par value of a company, then they later they started adjusting for splits, stocks which are old, never split, AND have a high price end up having a high weight in the index. 

There was a huge reshuffle in April 2000 when the Nikkei decided that the system needed rebalancing to include more tech, so they changed the Rules. They pushed 30 names out and 30 names in, and the 30 names added were 50% of the new index

Twenty one years after the prior change in methodology, this past May 10 the Nikkei Inc Index Team announced new changes to the Rules. There was a proposal, with an FAQ, and supplemental data. On 5 July, the Nikkei confirmed the proposal with a new Guidebook.

When I wrote about this on 10 May in After 20yrs, Nikkei 225 Proposes Minor Impact Rule Changes (Nintendo Disappointment?) I said I thought the changes disappointing. There are real problems with the index and this did not do much; the changes are evolutionary rather than revolutionary, with the only interesting change being that constituents are added with a weight no greater than 1%. If the normal price adjustment factor would allow a constituent to enter at a weight greater than 1%, the Price Adjustment Factor (base 1) is lowered in increments of 0.1 so that the deemed inclusion weight on Base Date (end of July) is no more than 1%. There is no change to the idea that the Nikkei Index Team can override their rankings at any time as they see fit.

Because the Nikkei Index Team had let the sector balances and rankings slide quite a bit over the years (not adding “obvious” names and not deleting names which should probably have been deleted, and not rebalancing the sectors as the rules say they should), the possibility was that some names like Nintendo Co Ltd (7974 JP) and similar high-price-low-share-count names which “deserved” to be included were not simply because their very high price would create undue impact (it was undue impact and the lack of incremental float for high-weight low-share-count names which caused the BOJ to lower, then eventually cease their buying of Nikkei 225 ETFs). This rule on capping inclusions at 1% would go a ways to mitigating that problem so that would allow the Nikkei to add previously un-addable names. Expectations were high on a group of names, with Nintendo Co Ltd (7974 JP), Keyence Corp (6861 JP), ZOZO Inc (3092 JP), and probably Oriental Land (4661 JP), with the latter two likely to create some real froth if actually selected. 

The Changes Announced

Today after the close, the Nikkei Index Team announced the following changes to the Nikkei 225 Average as a result of the Annual Review:

The changes will be made on the last trading day of September, at the close. I expect to see $10bn trade on that day.

The new rules allow the Nikkei Index team to not do a lot to the sector mix if the additions are made because of “High Liquidity” because while the sector mix would normally mean more than three deleted, the new rules cap changes at 3 per annual rebalance (which is not enough).

As noted above, ZOZO Inc (3092 JP) and Oriental Land (4661 JP) were among names which were expected as possible inclusions and therefore a certain amount of pre-positioning may be in place. They may get somewhat hurt tomorrow.

There are a LOT of moving parts here. There are 3 ADDs, 3 DELETIONS, 1 Price Adjustment Factor moved sharply higher and one moved somewhat lower (a list of all the PAFs announced by the Nikkei is here), then there are another 220 stocks which will see selling on 30 September at the rebalance. 

For more detailed analysis of the stocks, their positioning, how much to buy, etc, please read on.

For more about passive tracking in Japan, please refer to JAPAN PASSIVE: Who Owns What 2021? 

ENEOS To Steamroll Nippo (1881 JP) Minorities

By Travis Lundy

An article in Diamond Online late Monday after the close suggested that ENEOS Holdings (5020 JP), which is a 57%+ owner of road works and contractor Nippo Corp (1881 JP) would set up a Special Purpose Corporation, perhaps with the help of Goldman Sachs, and would bid for the rest of its subsidiary. It would then sell its current stake in the company back to the company. 

Late last night the two companies said that they were not the source of the article and that their boards would meet on 7 September to discuss. The stock traded limit up at ¥4215 today. I thought that would have been a great place to be long for a takeout. 

But after the close, ENEOS and Nippo announced a transaction where a slightly convoluted org chart of entities will do just that – try to buy out minorities of Nippo – but at ¥4,000/share. 

The Tender Offer is likely to start between mid-October and mid-November, but in the meantime, Nippo has come out to support the Tender Offer and we have all the supporting documentation. 

Other than today’s limit up price, ¥4,000/share is a lifetime high as far as I know. 

Given the capital construct, I could imagine some shareholders could get upset at this valuation. It looks underpriced to me. You can think of it the following way:

  • ENEOS currently owns 57% of Nippo. 
  • Some combination of ENEOS and Goldman Sachs are going to spend ¥200bn and small change to buy out minorities (the 43% ENEOS doesn’t own). It will be financed by non-recourse loans. ENEOS will have control. 
  • Then ENEOS will sell its currently-owned 57% back to the company.

To recap… if we imagine ENEOS was the sole buyer, this transaction allows ENEOS to gain 100% of the shares, take out a net $600mm in cash, and own the equity free and clear at 8x ex-cash and securities PER. 

Just phrasing it that way tells you it is probably being done too cheaply. 

The company has seen its share of scandals over the years which has left both it and all the road building companies (which have also shared these scandals) at low valuations. They were so low that the parents of Obayashi Road and Maeda Road saw fit to buy out the minorities of their subsidiaries (Obayashi in 2017, discussed in Obayashi Road: Another in a String of Underpriced Takeovers by a Japanese Parent and Maeda Road Construction Co (1883 JP) last year in a whole series of insights around the hostile takeover of the majority then the second squeezeout merger, so historical trading price is logically of less import when determining “fair value”.

I’d note that the usual construct that companies use to “prove” that their bid is adequate, or prove that their bidder’s bid is “not detrimental to minority interests” is to use a mixture of recent stock price, recent peers’ stock prices and multiples, and a DCF, which is often dodgily mashed together to create a number which the two parties have otherwise agreed upon behind the scenes. There is rarely any common sense involved. Non-operating rental real estate portfolios, cash, equity, and bond portfolios are sometimes valued to a discount rate of 10%, and sharp changes in forecasts and cash holdings are ignored. 

In addition, despite the METI Fair M&A Guidelines introduced in June 2019 which suggest in situations where there is a parent or founder family taking over a company that there should be a majority of minority condition, a full independent committee, a fairness opinion, and abundant care taken to treat minority investors appropriately given the inherent information asymmetry and conflict of interest, we rarely get those, and the extent to which a “control premium” is assessed is whether or not it ends up being a premium to recent traded price, which could be low precisely because investors have come to expect suspect governance from the company due to its status as a listed “child” company beholden to its parent.

However while the largest non-ENEOS holder appears to be sometimes-activist Silchester International, because they reported a 7+% position on 25 September 2020 and have not reported a subsequent position (which they would have had to do had they changed their position by more than 1% of shares outstanding), it is to note that their last report last year was to sell 1% of the company at prices between mid ¥2700s and high ¥2900s from July to September. 

There is some time between now and the start of the Tender Offer, which means there will be time for people to decide what they think. 

To help with the process, I offer some details and brief valuation notes below.

One More Day To Trade Sembcorp Marine Rights, Harvest the Spread, or Buy The MGO Option

By Travis Lundy

The Rights of Sembcorp Marine (SMM SP) started trading on 31 August, trading rich the first day, as expected, then falling. After closing at half a cent on the first day of trading, they are now trading at 0.001-0.002 despite Sembcorp Marine shares trading at 8.5-8.6 cts. 

If there were borrow on SMM left, it would be a great arb.

As it is, every long-only holder who is UP money in their portfolio should, if they can, sell the SMM shares and replace with SMM Rights. It will give them a 5% spread on their SMM shares. 

They have the rest of today and tomorrow to trade. 

There is also an “MGO Option.” And this bit is interesting.

HSCEI Index Rebalance Preview: Xinyi Solar Should Replace China Evergrande

By Brian Freitas

The Hang Seng Indexes Company Limited (HSIL) should announce the results of the December 2021 review of the Hang Seng Family of Indexes on 12 November. The constituent changes will be effective after the close of trading on 3 December.

The review period for the December rebalance ends on 30 September and stocks that have at least 3 month of trading history by the review cut-off date are eligible for inclusion in the Hang Seng China Enterprises Index (HSCEI INDEX).

At the December review, we see a high probability of Xinyi Solar Holdings (968 HK) being included in the index and of Evergrande Real Estate Group (3333 HK) being deleted.

Innovent Biologics Inc (1801 HK) is a close add for now and its inclusion would put China Pacific Insurance (2601 HK) at risk of deletion from the index.

XPeng (9868 HK) and Li Auto (2015 HK) are unlikely to be included in the Hang Seng China Enterprises Index (HSCEI INDEX) at the December rebalance since they have failed the velocity test in August.

With the one change, estimated one-way index turnover is 1.26% and will result in one-way turnover of HK$995m. This number will change over the next couple of months as stocks move around and the turnover increases due to capping changes on Alibaba Group (9988 HK), Tencent (700 HK) and Meituan (3690 HK).

StubWorld: JCNC Is A Set-Up Here

By David Blennerhassett

This week in StubWorld …

Jardine Cycle & Carriage (JCNC SP), relative to Astra International (ASII IJ), is around record-lows outside the Covid-affect low last year. This is occurring amid recent corporate developments within the Jardine stable of companies.

Preceding my comments on JCNC are the weekly setup/unwind tables for Asia-Pacific Holdcos.

These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold – the $ value of the holding/opco held, over the parent’s market capitalisation, expressed in percent – of at least 20%.

Before it’s here, it’s on Smartkarma