Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

SG Fleet Group Ltd provides vehicle leasing and fleet management services. The Company offers its services to corporate and government customers and individual employees of those customers.

<ul>
<li>Back on the 25 November, <a href="https://www.smartkarma.com/entities/sg-fleet-group-ltd" target="_blank" data-smartkarma-citation="entities:13984:1" rel="noopener">SG Fleet (SGF AU)</a> (SGF), an Aussie provider of fleet leasing services, announced a A$3.50/share non-binding/indicative proposal from Sydney PE outfit Pacific Equity Partners (PEP).</li>
<li>The initial due diligence period was <a href="https://announcements.asx.com.au/asxpdf/20241129/pdf/06c17q4c4p8l66.pdf" target="_blank" rel="noopener">extended</a> one week to the 6th December. That short timeframe suggested a firm Offer was imminent. Both parties have now <a href="https://announcements.asx.com.au/asxpdf/20241204/pdf/06c76g0843bt53.pdf" target="_blank" rel="noopener">entered into a SID</a>. </li>
<li>Terms remains the same as the NBIO. SGF's largest shareholder, <a href="https://www.smartkarma.com/entities/super-group-limited" target="_blank" data-smartkarma-citation="entities:44114:1" rel="noopener">Super Group (SPG SJ)</a> (53.58%), is supportive. Implementation is expected in the 1Q25. </li>
</ul>


Back on the 25 November, SG Fleet (SGF AU) (SGF), an Aussie provider of fleet leasing services, announced a A$3.50/share non-binding/indicative proposal from Sydney PE outfit Pacific Equity Partners (PEP).
The initial due diligence period was extended one week to the 6th December. That short timeframe suggested a firm Offer was imminent. Both parties have now entered into a SID. 
Terms remains the same as the NBIO. SGF's largest shareholder, Super Group (SPG SJ) (53.58%), is supportive. Implementation is expected in the 1Q25. 


SG Fleet (SGF AU): Now PEP's A$3.50/Share Firm Offer

Latin Resources Ltd is Perth Australia based, Iron Ore and Gold focused exploration and development company. The Company was formed as a vehicle to explore and develop mineral concessions.

<ul>
<li>Back on the 15th August, lithium play <a href="https://www.smartkarma.com/entities/latin-resources-ltd" target="_blank" data-smartkarma-citation="entities:8770:1" rel="noopener">Latin Resources (LRS AU)</a> entered into a Scheme with <a href="https://www.smartkarma.com/entities/pilbara-minerals-ltd" target="_blank" data-smartkarma-citation="entities:7460:1" rel="noopener">Pilbara Minerals (PLS AU)</a>. PLS offered 0.07 new PLS shares for every LRS share.</li>
<li>The Scheme Booklet was slightly delayed to reflect Pilbara's recently adjusted FY25 guidance - nothing deal/project related.</li>
<li>
The Scheme Booklet is now out, with a Scheme Meeting to be held on the 16th Jan. Expected implementation on the 4th Feb. The IE (BDO) says fair &amp; reasonable.</li>
</ul>


Back on the 15th August, lithium play Latin Resources (LRS AU) entered into a Scheme with Pilbara Minerals (PLS AU). PLS offered 0.07 new PLS shares for every LRS share.
The Scheme Booklet was slightly delayed to reflect Pilbara's recently adjusted FY25 guidance - nothing deal/project related.

The Scheme Booklet is now out, with a Scheme Meeting to be held on the 16th Jan. Expected implementation on the 4th Feb. The IE (BDO) says fair &amp; reasonable.


Latin Resources (LRS AU): 16th January Merger Vote

Lifestyle China Group Limited operates department store chains. The Company sells a wide range of merchandise including apparels, cosmetics, household products, toys, foods, candy, and other related products.

<ul>
<li>Respectively in 2013 and 2016, <a href="https://www.smartkarma.com/entities/lifestyle-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:112:1" rel="noopener">Lifestyle International Holdings (1212 HK)</a> spun-off and separately listed <a href="https://www.smartkarma.com/entities/sansheng-holdings-group-co-l" target="_blank" data-smartkarma-citation="entities:7112:1" rel="noopener">Lifestyle Properties Development (2183 HK)</a> and PRC-department store play <a href="https://www.smartkarma.com/entities/lifestyle-china-group-ltd" target="_blank" data-smartkarma-citation="entities:26090:1" rel="noopener">Lifestyle China (2136 HK)</a>.
</li>
<li>Lifestyle Props' listing was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2023/1220/2023122000555.pdf" target="_blank" rel="noopener">cancelled in 2023</a>; and Thomas Yau privatized <a href="https://www.smartkarma.com/entities/lifestyle-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:112:1" rel="noopener">Lifestyle International</a> late-2023: see <a href="https://www.smartkarma.com/compose/insight/168794/Lifestyle%20(1212%20HK):%20Timing%20Is%20Everything%20As%20Shareholders%20Go%20To%20Vote%20on%2021%20Nov.%20Read%20more:%20https:/skr.ma/MvREo" target="_blank" rel="noopener">Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov</a>. 
</li>
<li>
<a href="https://www.smartkarma.com/entities/lifestyle-china-group-ltd" target="_blank" data-smartkarma-citation="entities:26090:1" rel="noopener">Lifestyle China</a> is now suspended pursuant to then Takeovers Code. Thomas Yau holds 74.9%. No prizes for guessing what comes next. </li>
</ul>


Respectively in 2013 and 2016, Lifestyle International Holdings (1212 HK) spun-off and separately listed Lifestyle Properties Development (2183 HK) and PRC-department store play Lifestyle China (2136 HK).

Lifestyle Props' listing was cancelled in 2023; and Thomas Yau privatized Lifestyle International late-2023: see Lifestyle (1212 HK): Timing Is Everything As Shareholders Go To Vote on 21 Nov. 


Lifestyle China is now suspended pursuant to then Takeovers Code. Thomas Yau holds 74.9%. No prizes for guessing what comes next. 


Lifestyle China (2136 HK): Thomas Yau Scheme Expected

Forensic Accounting

HKBN Ltd., provides telephone voice and data communications services. The Company offers wireless internet service, IDD and IPTV service, local telephony services, and other value-added services.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/china-mobile-ltd" target="_blank" data-smartkarma-citation="entities:27:1" rel="noopener">China Mobile (941 HK)</a> was a logical suitor for <a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN Ltd (1310 HK)</a>. A non-PRC (or government-affiliated) corporation taking over a media/broadband/telco in Hong Kong is probably a non-starter.</li>
<li>China Mobile has a made a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1202/2024120203351.pdf" target="_blank" rel="noopener">pre-conditional voluntary Offer</a> at HK$5.23/share, a 40.97% premium to undisturbed. The price is final. </li>
<li>Pre-Cons are the usual suspects (NDRC, Mofcom &amp; SASAC). The Offer itself conditional on a 50% acceptance hurdle, with 24.96% in the bag. The intention is to maintain HKBN's listing. </li>
</ul>



China Mobile (941 HK) was a logical suitor for HKBN Ltd (1310 HK). A non-PRC (or government-affiliated) corporation taking over a media/broadband/telco in Hong Kong is probably a non-starter.
China Mobile has a made a pre-conditional voluntary Offer at HK$5.23/share, a 40.97% premium to undisturbed. The price is final. 
Pre-Cons are the usual suspects (NDRC, Mofcom &amp; SASAC). The Offer itself conditional on a 50% acceptance hurdle, with 24.96% in the bag. The intention is to maintain HKBN's listing. 


HKBN (1310 HK): China Mobile's "Fair" Tendering Offer

De Grey Mining Limited is an exploration and mining company focusing on zinc, gold, platinum, silver and base metals.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/de-grey-mining-ltd" target="_blank" data-smartkarma-citation="entities:6192:1" rel="noopener">De Grey Mining (DEG AU)</a>, which boasts one of Australia's largest undeveloped gold projects, has <a href="https://announcements.asx.com.au/asxpdf/20241202/pdf/06c3wj280vb2r0.pdf" target="_blank" rel="noopener">announced</a> a merger, by way of  Scheme, with <a href="https://www.smartkarma.com/entities/northern-star-resources-ltd" target="_blank" data-smartkarma-citation="entities:4243:1" rel="noopener">Northern Star Resources (NST AU)</a>.</li>
<li>Northern Star is offering 0.119 new shares for every De Grey share, and will hold ~80.1% of the combined entity, with De Grey shareholders the remaining ~19.9%. </li>
<li>Terms back out an implied price of A$2.08/share, or a ~37% premium to last close. This Offer  has the unanimous backing of both boards. </li>
</ul>



De Grey Mining (DEG AU), which boasts one of Australia's largest undeveloped gold projects, has announced a merger, by way of  Scheme, with Northern Star Resources (NST AU).
Northern Star is offering 0.119 new shares for every De Grey share, and will hold ~80.1% of the combined entity, with De Grey shareholders the remaining ~19.9%. 
Terms back out an implied price of A$2.08/share, or a ~37% premium to last close. This Offer  has the unanimous backing of both boards. 


Northern Star’s A$5bn Tilt for De Grey (DEG AU)

HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

David Blennerhassett
Pan-Asia Catalysts/Events
• Quiddity Advisors

Latin Resources (LRS AU): 16th January Merger Vote

After a slight delay, this is done. Trading wide-ish at a gross/annualised return of 2.9%/18.3%. IF you can take down borrow cheaply on PLS, do so.

David Blennerhassett

Lifestyle China (2136 HK): Thomas Yau Scheme Expected

Lifestyle China is now suspended pursuant to then Takeovers Code. Thomas Yau holds 74.9%. No prizes for guessing what comes next. I'm betting on a...

David Blennerhassett

HKBN (1310 HK): China Mobile's "Fair" Tendering Offer

Say a conservative six months to secure reg approvals, and an additional two months to complete the Offer - I'd pay ~HK$4.95/share - perhaps up to...

David Blennerhassett

Northern Star’s A$5bn Tilt for De Grey (DEG AU)

Terms are fair. The implied Offer price for De Grey is a lifetime high. If you can take down borrow cheaply on Northern Star, do so. Expect the...

David Blennerhassett

SG Fleet (SGF AU): Now PEP's A$3.50/Share Firm Offer

SGF's largest shareholder, Super Group (53.58%), is supportive of the Scheme. This is done and will trade tight. Currently trading at 2.8%/9% gross...

David Blennerhassett

Latin Resources (LRS AU): 16th January Merger Vote

After a slight delay, this is done. Trading wide-ish at a gross/annualised return of 2.9%/18.3%. IF you can take down borrow cheaply on PLS, do so.

David Blennerhassett

Lifestyle China (2136 HK): Thomas Yau Scheme Expected

Lifestyle China is now suspended pursuant to then Takeovers Code. Thomas Yau holds 74.9%. No prizes for guessing what comes next. I'm betting on a...

David Blennerhassett

HKBN (1310 HK): China Mobile's "Fair" Tendering Offer

Say a conservative six months to secure reg approvals, and an additional two months to complete the Offer - I'd pay ~HK$4.95/share - perhaps up to...

David Blennerhassett

Northern Star’s A$5bn Tilt for De Grey (DEG AU)

Terms are fair. The implied Offer price for De Grey is a lifetime high. If you can take down borrow cheaply on Northern Star, do so. Expect the...

David Blennerhassett