Fraser & Neave (F & N)

(27-08-2013, 09:13 PM)KopiKat Wrote: Finally, the SGX Annc (5 nos.)

specuvestor Wrote:Looks like it is going to be a spinoff and then FNN to participate in FCL placement. Means FNN give away FCL and then use S$1b to buy some back.

The interesting thing is, F&N will subscribe for $1Bil of new FCL shares so that it can give out (all) as Dividend-in-Specie.. ie. F&N biz left with F&B + PP (Printing & Publishing)... no Properties! More details from pg12 of one of the SGX Annc.

Did a quick read. Seems like it going to split, and split again next time when it does a Hospitality REIT.

Let's see what my 1 lot of F&N will end up with.

(27-08-2013, 09:13 PM)KopiKat Wrote: Finally, the SGX Annc (5 nos.)

specuvestor Wrote:Looks like it is going to be a spinoff and then FNN to participate in FCL placement. Means FNN give away FCL and then use S$1b to buy some back.

The interesting thing is, F&N will subscribe for $1Bil of new FCL shares so that it can give out (all) as Dividend-in-Specie.. ie. F&N biz left with F&B + PP (Printing & Publishing)... no Properties! More details from pg12 of one of the SGX Annc.

Doesn't it the purpose? The most important is TCC continue to own it, in same % of stake, but higher in $ value

Assume Mr. Market value the FCL share in PB of 1 i.e S$5905 mil, then the DIS worth around $4.08 per F&N share owned. (refer to page 6 of the presentation slide below)

http://infopub.sgx.com/FileOpen/Investor...eID=254081

My previous latest valuation of F&N, after capital distribution of $3.28, was $5.75 base on SOTP. Property segment was valued at $5310 mil i.e. $3.68

Update the model now, with property valued as $5905 mil. The updated valuation of F&N pre-DIS is $6.16

So far so good, and more will come IMO...

(vested)

(27-08-2013, 09:54 PM)NTL Wrote: Let's see what my 1 lot of F&N will end up with.

First step, 1 F&N becomes 1 F&N + 2 FCL

From SGX Annc (Slide 6, last slide), NAV,

Pre-DIS : F&N ($5.59)
Post-DIS : F&N ($1.69) + FCL ($2.04 * 2) = $5.77

The increase in NAV per share and Total Equity arises from revaluation of investment properties, as well as realisation of gains from DIS

(27-08-2013, 10:09 PM)KopiKat Wrote:

(27-08-2013, 09:54 PM)NTL Wrote: Let's see what my 1 lot of F&N will end up with.

First step, 1 F&N becomes 1 F&N + 2 FCL

From SGX Annc (Slide 6, last slide), NAV,

Pre-DIS : F&N ($5.59)
Post-DIS : F&N ($1.69) + FCL ($2.04 * 2) = $5.77

The increase in NAV per share and Total Equity arises from revaluation of investment properties, as well as realisation of gains from DIS

There is one more step before this. I received $3280 from capital reduction.

Distribution of FCL does not address free float problem of F&N and listed FCL.

I think a placement of F&N share will take place, and increase free float of F&N and eventual listed FCL.

The placement can be combination of new F&N shares and/or vendor shares (TCC and/or ThBev).

Placement of some Vendor shares will address the over-leverage of ThBev and TCC.

If so, what is the placement price?

(27-08-2013, 10:45 PM)PkNanas Wrote: Distribution of FCL does not address free float problem of F&N and listed FCL.

I think a placement of F&N share will take place, and increase free float of F&N and eventual listed FCL.

The placement can be combination of new F&N shares and/or vendor shares (TCC and/or ThBev).

Placement of some Vendor shares will address the over-leverage of ThBev and TCC.

If so, what is the placement price?

I was thinking a possible fast and easy solution is for ThaiBev to place / sell some in the open market since they got theirs for $8.88 from OCBC + Open mkt, before TCC raised the G.O. price to $9.55. At $8.88, net of all dividends and Capital Payout = $5.445, still lower than last close of $5.49. If prices rises tomorrow, even more in-the-money..

Possible? Any codes / regulations that prevents the above?

(27-08-2013, 10:54 PM)KopiKat Wrote: I was thinking a possible fast and easy solution is for ThaiBev to place / sell some in the open market since they got theirs for $8.88 from OCBC + Open mkt, before TCC raised the G.O. price to $9.55. At $8.88, net of all dividends and Capital Payout = $5.445, still lower than last close of $5.49. If prices rises tomorrow, even more in-the-money..

Notice that the deadline to restore free float is 31 Dec 2013.

And one of the objectives/benefits of this proposed demerger is "Create Investment Flexibility for the Shareholders" of which ThaiBev and TCC are shareholders too. DIS is targeted to complete end Nov/early Dec.

So maybe the purpose of DIS to the Thai tycoon is really to facilitate:
- ThaiBev disposing of some or all of it's 28.6% stake in FCL post-DIS (while retaining it's 28.6% stake in F&N post-DIS) and
- TCC disposing of some of it's 61.7% stake in F&N post-DIS (while retaining it's 61.7% stake in FCL).

Disposals post-DIS (and restoration of free floats) would then be cleaner in terms of alignment of control of the various vehicles. Unknown is if pricing will be better this way.

Will FCL become the sponsor of FCT?

(27-08-2013, 11:13 PM)swakoo Wrote:

(27-08-2013, 10:54 PM)KopiKat Wrote: I was thinking a possible fast and easy solution is for ThaiBev to place / sell some in the open market since they got theirs for $8.88 from OCBC + Open mkt, before TCC raised the G.O. price to $9.55. At $8.88, net of all dividends and Capital Payout = $5.445, still lower than last close of $5.49. If prices rises tomorrow, even more in-the-money..

Notice that the deadline to restore free float is 31 Dec 2013.

And one of the objectives/benefits of this proposed demerger is "Create Investment Flexibility for the Shareholders" of which ThaiBev and TCC are shareholders too. DIS is targeted to complete end Nov/early Dec.

So maybe the purpose of DIS to the Thai tycoon is really to facilitate:
- ThaiBev disposing of some or all of it's 28.6% stake in FCL post-DIS (while retaining it's 28.6% stake in F&N post-DIS) and
- TCC disposing of some of it's 61.7% stake in F&N post-DIS (while retaining it's 61.7% stake in FCL).

Disposals post-DIS (and restoration of free floats) would then be cleaner in terms of alignment of control of the various vehicles. Unknown is if pricing will be better this way.

I suppose they'll need a waiver from SGX to list FCL with less than 10% free float, assuming it's possible...

(27-08-2013, 11:16 PM)Dividend Warrior Wrote: Will FCL become the sponsor of FCT?

FCL will be a more focused sponsor of FCT and FCOT with some possible benefits:

- FCL’s balance sheet will be further strengthened through the re-capitalisation (net gearing lowered to 36%) thus boosting it's ability to collaborate with it's reits

- TCC Group will grant FCL the Right of First Refusal (“ROFR”) over any opportunity to invest in, develop and/or manage TCC Group’s real estate assets, and a right to participate in any bidding process in respect of TCC Group’s real estate assets anywhere in the world except for Thailand