Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

HK Type 4 license through Ballingal Investment Advisors Ltd. ("BIA" or "BIAL")

BACKGROUND
I have 20+yrs experience in Asia doing alternative strategies (i.e. non-delta1 non long-only) in fixed income, equity derivatives, and activist/catalyst/event-driven and long-short equity strategies with most of that time spent managing money. 

4 years in fixed income macro, 8 years running internal hedge fund and 4yrs investment banking at Citi in Japan, 3 years running an Asia multi-strat portfolio at a hedge fund, 4+yrs as an independent special situations analyst.

Pan-Asia Catalysts/Events

Boral Ltd: Seven's Done Deal. What Happens Next?

Boral's 45% Capital Return - Resetting Forward Expectations

Quiddity M&A: Australia Foreign Investment Reforms

Quiddity Advisors

Event-Driven

<div><p>After completing the $1.3bn sale of its 50% stake in USG Boral to Knauf Gips KG, international building and construction materials play <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral Ltd (BLD AU)</a> made an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02359742-2A1290439?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a> on April 1 it would use the proceeds to reduce net debt to A$1.5bn from A$1.9bn, and apply the remaining proceeds to a stock buyback. </p></div><div><p>Boral aims to buy up to 10% of shares out, or ~122mn shares, at a cost of A$670mn based on the then-prevalent share price. CEO Zlato Todorcevski said: “we believe that an on-market buy-back is the most effective method of returning this surplus capital to our shareholders.”</p></div><div>
<p>As of the morning of <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02372944-2A1297240?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">May 10th</a>, Boral had bought back ~10.15mn shares - a bit less than 1%. </p>
<p>After the close that day, <a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group Holdings (SVW AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02373310-2A1297476?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an off-market takeover at $6.50, at a zero premium to the last close. There were essentially no conditions to this Offer. There was no minimum acceptance condition. Seven held ~23.18% and said it would be "satisfied" for the Offer to result in a holding of around 30%. But there was no cap, and they were clearly happy to go higher. </p>
<p>Seven Group had bought shares in the market in early 2020 in the covid crash, and by early June, owned 10%. by 11 September it owned 19.98%. In Australia, you can't go above 20% unless you launch a takeover, except for the neat little workaround which is that Australia's "creep rules" allow someone with more than 20% to buy up to but not more than 3.00% of shares out every six months. Seven got to 22.984% in early April. </p>
<p>Boral's board rejected the Seven Offer in its <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02383423-2A1302901?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Target Statement</a> of 9 June. The Independent Expert Grant Samuel came out with a fair value range of A$8.25-A$9.13/share, and concluded the Offer was <em>not fair or reasonable</em>.</p>
<p>In an ASX release on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02386227-2A1304322?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">21 June</a>, Boral said it would sell its North American Building Products business for US$2.15bn (~A$2.9bn). That figure was above expectations, but Seven criticized them for selling at a loss. </p>
<p>About a week later, Seven <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02383423-2A1302901?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> its Offer, saying it would pay $7.30 cash if they get to 29.5%. Or $7.40 cash if they get to 34.5%.</p>
<p>Seven got to 29.5% by July 1, and 34.5% less than a week later.</p>
<p>Boral finished its buyback Wednesday having spent A$859.5MM buying back 122MM+ shares at an average price of $7.01 per share. This reduces the denominator, so Seven's stake has gone higher automatically in the interim.</p>
<p>Yesterday they announced they were at 44.9% as of Monday's close, and this morning they announced 48.41%. The deal closes 7pm Thursday which means two more submission days. It looks like they will get to 50.0% and if that happens, then there is an automatic 14-day extension. </p>
<p><a href="https://www.smartkarma.com/profiles/david-blennerhassett" target="_blank" data-smartkarma-citation="accounts:840" rel="noopener">David Blennerhassett</a> has provided great background research on this situation in <a href="https://www.smartkarma.com/insights/boral-ltd-bld-au-seven-s-nil-premium" target="_blank" data-smartkarma-citation="insights:51279" rel="noopener">Boral Ltd (BLD AU): Seven's Nil Premium</a> and <a href="https://www.smartkarma.com/insights/boral-ltd-bld-au-rejects-seven-s-bump" target="_blank" data-smartkarma-citation="insights:53624" rel="noopener">Boral Ltd (BLD AU) Rejects Seven's Bump</a>. </p>
<p>I seek to add on with last minute strategy and thinking about the post-Offer landscape, and there is more below the fold. </p>
</div>

After completing the $1.3bn sale of its 50% stake in USG Boral to Knauf Gips KG, international building and construction materials play Boral Ltd (BLD AU) made an announcement on April 1 it would use the proceeds to reduce net debt to A$1.5bn from A$1.9bn, and apply the remaining proceeds to a stock buyback. Boral aims to buy up to 10% of shares out, or ~122mn shares, at a cost of A$670mn based on the then-prevalent share price. CEO Zlato Todorcevski said: “we believe that an on-market buy-back is the most effective method of returning this surplus capital to our shareholders.”
As of the morning of May 10th, Boral had bought back ~10.15mn shares - a bit less than 1%. 
After the close that day, Seven Group Holdings (SVW AU) announced an off-market takeover at $6.50, at a zero premium to the last close. There were essentially no conditions to this Offer. There was no minimum acceptance condition. Seven held ~23.18% and said it would be "satisfied" for the Offer to result in a holding of around 30%. But there was no cap, and they were clearly happy to go higher. 
Seven Group had bought shares in the market in early 2020 in the covid crash, and by early June, owned 10%. by 11 September it owned 19.98%. In Australia, you can't go above 20% unless you launch a takeover, except for the neat little workaround which is that Australia's "creep rules" allow someone with more than 20% to buy up to but not more than 3.00% of shares out every six months. Seven got to 22.984% in early April. 
Boral's board rejected the Seven Offer in its Target Statement of 9 June. The Independent Expert Grant Samuel came out with a fair value range of A$8.25-A$9.13/share, and concluded the Offer was not fair or reasonable.
In an ASX release on the 21 June, Boral said it would sell its North American Building Products business for US$2.15bn (~A$2.9bn). That figure was above expectations, but Seven criticized them for selling at a loss. 
About a week later, Seven bumped its Offer, saying it would pay $7.30 cash if they get to 29.5%. Or $7.40 cash if they get to 34.5%.
Seven got to 29.5% by July 1, and 34.5% less than a week later.
Boral finished its buyback Wednesday having spent A$859.5MM buying back 122MM+ shares at an average price of $7.01 per share. This reduces the denominator, so Seven's stake has gone higher automatically in the interim.
Yesterday they announced they were at 44.9% as of Monday's close, and this morning they announced 48.41%. The deal closes 7pm Thursday which means two more submission days. It looks like they will get to 50.0% and if that happens, then there is an automatic 14-day extension. 
David Blennerhassett has provided great background research on this situation in Boral Ltd (BLD AU): Seven's Nil Premium and Boral Ltd (BLD AU) Rejects Seven's Bump. 
I seek to add on with last minute strategy and thinking about the post-Offer landscape, and there is more below the fold. 


Boral's Bump Earned, Likely to Extend, but THEN WHAT?