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Posts Tagged ‘F&N’

Heineken’s nuclear option

In Uncategorized on 20/09/2012 at 5:09 am

(Or “Why Thai billionaire settled”)

Thai billionaire, Charoen Sirivadhanabhakdi, offered S$8.88bn (US$7.3 bn) in cash for the 70% stake in F&N that he did not already own. The belief was that that he wanted to kill the sale of F&N’s APB shares to Heineken.http://dealbook.nytimes.com/2012/09/13/thai-billionaire-in-7-3-billion-bid-for-fraser-neave/?src=dlbksb

Well he didn’t. Instead he has agreed to support the sale of F&N’s stake in APB to Heineken NV. As part of an agreement, Heineken said it will not make a general offer for shares in F&N under the Singapore merger code.

Below was the analysis I was planning to publish before news of the deal. Tot readers might be interested in my analysis on why he wouldn’t block the APB deal, and why he wouldn’t get F&N at $8.88.

————— 

The shareholders of F%N should note that about a third of APB’s revenues come, not from Tiger, but from products licenced from Heineken. And some licences are going to renewed soon: in Indon and Vietnam. So if F&N shareholders reject the sale of F&N’s share of APB to Heineken, and if Heineken cuts its nose to spite its face, APB is worth only S$36.7. Actually, this fact explains something I never understood: Tiger was not APB’s premier offering in a number of regional products; a Heineken product was. Now I know why: ang mohs (APB is managed by Heineken) clever to ensure that Heineken products have a presence.

So this is shumething the Thai bidder of F&N has to take into consideration given that he is geared to his eyeballs and beyond. He also has to take into account that APB could be delisted if the free float drops a little more. Co must have free float of at least 10% of shares.

All F&N shareholders also have to take into account that

– Heineken’s shareholders don’t want it to overpay for APB,

– Heineken has mgt control of APB, and

– even if Heineken withdraws its bid, it can take control of APB via arbitration and has the right of first refusal over F&N’s APB shares. F&N directors have said that in case of dispute over valuation, the mechanism is not related to its share price. So could get less.

My guess is that he will not try to block the sale at the coming EGM of F&N. He wants the cash and other assets of F&N (soft drinks?) in a break-up of F&N. But his offer of S$8.88 is too cheap. F&N closed yesterday at 8.97. Note F&N plans to return effectively S$2.12 a share if its shareholders approve the sale of APB shares.

ThaiBev?F&N: Reason no funding required?

In Uncategorized on 12/09/2012 at 9:31 am

 Yesterday, ThaiBev said it was “not seeking funding for a potential general offer for F&N”. Previous post

Seems that there was no appetite among the S’poran and M’sian banks it approached to fund the takeover. So it didn’t try to get funding.

Oh and the party acting in concert with it is the controllling shareholder’s son-in-law’s co that bot the APB shares from OCBC and friends ($45) and in the market.

ThaiBev: Time for a Pause that Refreshs? Time for a Tiger?

In Vietnam on 11/09/2012 at 5:46 am

Why Thaibev and friends are trying to line up S$9bn from banks for a general offer for F&N, and so derail the APB sale.

Problem is that if they win and block the sale, APB could still go to Heinken on worse terms. Heineken has the right of first refusal over the APB shares held by F&N/ Heineken jointly and there is a formula to resolve valuation questions: not based on stk market prices. Meanwhile, Heineken still has mgt control. So far, the Thais have played the game shrewdly, but things could go wrong. And they are highly leveraged.

Asia overtook Europe and the Americas in 2007. In 2011 it drank 67bn litres of beer, to the Americas’ 57bn and 51bn in Europe, according to Euromonitor.

Top consumers of beer by region

What’s more, as developed markets such as Europe, the US and Australia stagnate, Euromonitor forecasts that beer consumption (by volume) will grow by 4.8% in Asia Pacific every year between 2011 and 2016.

AND

 the countries with the biggest growth prospects in the region are Vietnam, Cambodia and Laos, where Euromonitor forecasts that volumes drunk will grow at up to 9% per year between 2011 and 2016.

http://www.bbc.co.uk/news/magazine-19488060

F&N/ APB: Slightly better terms

In Corporate governance on 03/08/2012 at 6:02 am

Secret Squirrel tells me that the F&N Board would recommend a marginally improved offer by Heineken for F&N’s share of APB. Given that Heineken already has more than 51% of APB, no one would bid against it. So if F&N rejected the offer, and the Dutch walked away, ang moh fund mgrs would be howling in pain and anger, rightly so.

Now let’s see if ThaiBev can block the bid via its stake in 24.1% in F&N. Or will it try to make a deal with the Dutch in exchange for supporting the deal. Kirin, with 15%, will be talking to F&N, to see if can gain shumething for supporting the deal.

Kirin and Coca-Cola interested in F&N’s soft drinks biz which has bigger market share in S’pore and M’sia than Coca-Cola’s: 26% versus 13%. Grewing faster too 10% average growth versus 5% in last five yrs.

F&N on its way to be a property co. Think it will have problems.

Kirin R F&N

In Uncategorized on 29/07/2012 at 10:03 am

Kirin Holdings, the Japanese brewing giant and 15% shareholder in F&N, is considering a bid for the soft drinks and dairy businesses of F&N, but it wasn’t clear how much Kirin would pay reports BLOOMBERG NEWS

F&N/APB: Fun & games

In Corporate governance on 26/07/2012 at 6:02 pm

The price of APB closed at the takeover price, down 3.9%. Bit strange as I tot that the reason it traded to $52 yesterday was because it was in the interest of some people to keep it at above the takeover price of $50, making it more difficult for F&N to accept the bid by tomorrow. Watch and wait.

Another analysis on the break-up value of F&N http://www.breakingviews.com/asian-conglomerate-owners-owe-heineken-a-toast/21031773.article.

F&N & APB: Updates

In Corporate governance on 24/07/2012 at 7:03 pm

The Wall Street Journal reports: “Kirin Holdings Co. is in early discussions with bankers for a potential bid for Asia Pacific Breweries Ltd., a move that could intensify the battle for control of the Singapore maker of Tiger beer, people familiar with the matter said Monday.”

Goldmans appted to adise F&N and Nomura’s analysis 

http://www.nytimes.com/reuters/2012/07/23/business/23reuters-apb-shares.html?_r=1&src=busln&nl=business&emc=edit_dlbkam_20120723

Bid tests F&N’s corporate governance

In Corporate governance on 21/07/2012 at 5:32 am

With competitive offers for a beer business that F&N does not, in the end, control, the company’s independent directors should be working to extract the best deal for all shareholders – not just its new Japanese and Thai constituents.

Int’l media’s analysis

http://www.breakingviews.com/heineken-tries-to-take-the-asian-tiger-by-the-toe/21030929.article

http://dealbook.nytimes.com/2012/07/20/heineken-offers-4-1-billion-for-asia-pacific-breweries-stake/

F&N: ThaiBev the bidder?

In Banks on 18/07/2012 at 5:36 am

As you will know, OCBC and its Great Eastern Holdings insurance unit said they had been approached with an offer to buy their combined 18.2% stake in F&N as well as their 7.9% cent holding in Asia Pacific Breweries.

FT reports that the bidder is “a unit of ThaiBev”.  It is Thailand’s largest and one of the largest beverage alcohol companies in South East Asia. Listed on SGX. Interestingly it has distilleries or breweries  in Scotland, Poland, Ireland and France, in addition to Thailand and China. Makes Chang Beer.

FCOT: Great insight!

In Property, Reits on 29/06/2012 at 6:31 am

“FCOT sold a S$10 mil yielding KeyPoint for S$360 mil and bought a S$10 mil yielding Caroline for S$113 mil!”

http://www.investmentmoats.com/money-management/reit/frasers-commercial-trusta-reit-worth-looking-out-for/

Effectively it’s get the same yield but reducing the capital used by 31%, releasing the balance of 69% for hopefully more proftable use. Great financial engineering. F&N’s chairman should tell his sis-in-law at Temasek to pay F&N and FCOT to teach Temasek financial engineering.

And great insight by Investment Moats: worthy of a Buffett.

Bad PR by FCOT. It should enhance shareholder value be publicising its financial egineering skills.

Though must point out that the returns in Caroline’s case are in A$. Nevertheless …

But given that FCOT was gifted the Alexandra Technopark by F&N when F&N was trying to salvage its investment in FCOT during the financial crisis, there’s a danger that FCOT may have to return the favour. I was surprised that F&N shareholders did not kick up a fuss as the valuation then looked rather low, even taking into account the crisis. But then the property is “peanuts’ in relation to F&N’s assets. So there’s a gd chance that F&N would not ask FCOT for a favour.

As to the best use of the Keypoint money, redeem the convertibles in full: increasing leverage. Rely on F&N’s balance sheet: maybe pay it a fee for “renting”. Worst case: rights issue again. But then I’m a bit of a gambler (like the cowboys and cowgals at Temasek), even if I invest in Reits for the yield. Some habits die hard.

Reits R financial engineering

In Financial competency, Property, Reits on 17/05/2012 at 10:52 am

Reits have a new tool to juice up returns: perpetual securitiesor perps. Could “leverage up” without “debt”. Shld not technically use the word “bonds” even though they are effectively bonds.

http://www.todayonline.com/Business/Property/EDC120504-0000036/Perpetual-bonds–A-boon-to-Singapore-REITs

Could be burps if shumething goes wrong.

The central bank is worried that retail investors may not understand perps*. I’m worried reit managers may be seduced by investment bankers to use perps indiscrimately. Us investors get shafted. So invest in reits where the sponsor is big, stodgy and conservative (like F&N, or AMP), and has a big stake in reit.  If sponsor doesn’t meet the first criteria, think long and hard. I did in case of LMRT, and bot in.

Update: Comments on ST article abt central babk’s stance.

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*Bankers said MAS officials had voiced their concerns over retail holdings of perpetual bonds during at least two informal meetings in recent weeks.

The central bank’s scrutiny is preliminary and there is no suggestion of any wrongdoing on the part of the banks or companies involved in the recent flurry of perpetual bond issues. But the discussions show that the regulator is worried individual investors may be taking on too much risk without a full understanding of the product.

http://www.todayonline.com/Business/EDC120515-0000049/Perpetual-bond-rush-causes-alarm-in-Spore

F&N: Trading at deep discount to RNAV says DBS

In Property on 13/04/2012 at 6:07 pm

As the shares closed at  6.74 today, I tot readers might be interested in DBS’s continued call to buy F&N.

My problem with this stock is that there doesn’t seem to be any plans to reshuffle the portfolio of assets (Asia Pacific Breweries, F&N Berhad, Times Publishing, properties and a few other things) to extract more shareholder value. It’s more of the same. But dividend is sustainable, yielding abt 2.7% (trailing). Better than leaving money in the bank.

DBS Group Research | Mar 30

Close: $6.70

 … announced that its wholly owned subsidiary, FCL (China) Pte Ltd, is proposing to privatise its 56.17 per cent-owned, Hong Kong-listed entity, Frasers Property (China) Ltd (FPC). The proposed privatisation will be undertaken jointly with Riverbook Group Ltd, a wholly owned subsidiary of Ascendas Land International Pte Ltd. Riverbook is also the second largest shareholder of FPC with a 17.16 per cent stake. The main assets of FPC include the 157,610 sq m Vision Shenzhen Business Park and Shanshui Four Seasons in Shanghai with 737,000 sqm earmarked for residential/commercial uses.

We believe that the rationale for this exercise is that the current traded price does not reflect its value as FPC is trading at a 43 per cent discount to its NAV.

Furthermore, FPC’s trading value is relatively low at less than HK$1 million a day. The privatisation is likely to provide more flexibility for the major shareholders to extract value, in our view.

We continue to see value in F&N, as it is trading at a 24 per cent discount to our RNAV ($9.02), with the potential to progressively unlock value over the longer term – Asia Pacific Breweries, F&N Berhad, Times Publishing, properties, etc. In the meantime, the group’s earnings will benefit from the strong performance of its brewery unit, stable investment property earnings, coupled with about S$1.7 billion in unrecognised property development sales in Singapore. We believe its low landbank and partnership strategy for land tenders will better insulate it from policy risks in this uncertain market.

CIMB on property sector

In Property on 20/07/2011 at 9:59 am

We remain ‘neutral’ on the sector, remaining negative on residential and positive on the commercial/hospitality segments.

Our top picks are Keppel Land (‘overweight’, TP: $4.73); Fraser and Neave (‘overweight’, TP: $7.34); and CapitaLand (‘overweight’, TP: $3.62).

Hard to argue with the bearish stance on residential and bullish on retail and commercial.

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