Golden Land Bhd: Special dividend and capital repayment as catalyst for share price uptrend movement?

Golden Land Bhd (Stock Code:7382) listed on Bursa Malaysia announced on 8 June 2015 that it has signed a conditional sale and purchase agreement to sell 4 of its subsidiaries and a piece of plantation land to a ubsidiary of Felda Global Ventures (Stock Code:5222). Fast forward to March 2016, the sale and purchase is almost nearing its completion stage with the latest announcement in its quarterly report ending 31 Dec 2015 indicating completion of disposal in early March 2016 and receipt of the balance of cash receipt amounting to a total of RM655million.

Yours truly had been collecting Golden Land shares in several trades after the announcement of the deal, with the view that the announcement of the cash distribution will provide a short term catalyst for narrowing of discount of its share price to its intrinsic pure cash value, hence providing a short term risk arbitrage gains.

Based on the latest quarterly financials as at 31 December 2015, intrinsic cash value (A) is determined to be as follows (RM1.87 per share):

 

Note: (B) represents expected cash outlay for purchase of palm oil plantation in Indonesia as announced in its quarterly report.

Based on the current share price of RM1.61 as at 4 March 2016, there is still a 15% discount to its intrinsic cash value, excluding all other fixed assets. The actual NTA is deemed to be higher but had been excluded in the computation.

For those holding on to the Golden Land shares, it may be ripe for harvesting and to take the opportunity to dispose your shares for any gains obtained, since bulk of its income generating palm oil assets will have been fully disposed.

For those that are willing to ride on Golden Land’s shift of focus into growing its Indonesian palm oil plantation operations and smallish property development ventures, the net cash value post distribution may serve as a cash buffer for future operations and should you choose to hold on to the shares.

Note: This is not an investment advice. Buy and sell any securities at your own risk.

 
Disclosure as at time of publication: Long Golden Land Berhad.

KAF Seagroatt-Campbell: Risk Arbitrage or Reverse Risk Arbitrage?

KAF Seagroatt & Campbell Bhd (KAF) (Stock Code 5096) listed on Bursa Malaysia has an impending corporate action where 76.74% of the listed entity shares will be acquired by KAF Investment Bank Berhad (KAF IB). Upon completion of the share sale agreement with KAF IB fully owning 76.74% of KAF shares, a mandatory general offer (MGO) will be triggered which gives other KAF shareholders an option to sell back your shares to KAF IB at a price of RM2.70 per share.

Based on the current ask price of RM2.51 per share (where shares can be bought immediately from a willing seller/sellers), there is a potential risk arbitrage gains of 7.5% in less than a year. However, this is subject to share sale conditions being fulfilled which will result in KAF IB gaining ownership of 76.74% equity interest in KAF.

As at 22 February 2016, the share sale conditions have not been fulfilled, after several announcement to extend the period of fulfillment of the conditions, hence delaying the trigger of MGO. On 22 Feb 2016 itself, a 3^rd announcement was made to Bursa that the period for fulfillment will be extended for another 3 months (90 days). The discount between the share price and MGO offer price has also widened since the announcement of the offer, hence giving market onlookers looking for risk arbitrage a chance of profit should they be confident in their assessment of the conditions successfully fulfilled and paving way for an MGO.

The final hurdles (share sale conditions) going against the deal may be the regulator’s stamp of approval, namely Bank Negara approval for KAFIB to purchase a securities broker KAF and Securities Commission approval on any change in shareholdings in the listed entity KAF. Should these 2 conditions fail to pass, there may be temporary roadblock to the MGO.

Final thoughts:

Pros: Potential attractive risk arbitrage returns of 7.5% in less than a year.

Cons: Continued delay in fulfillment of share sale conditions, lockup of excess cash in this risk arbitrage deal, total cancellation of share sale agreement and MGO, resulting in share price plunge below current levels.

Note: This is not an investment advice. Buy and sell any securities at your own risk.

Disclosure: None.

Side note: The continued delay highlights one of the key risks for those looking to profit through risk arbitrages deals involving listed securities. Excess cash may be lock up for longer than expected periods, or you may be forced to cut loss for a better investment opportunity. For those looking to spice up their returns using share margin financing, your interest cost on borrowed funds will be ticking up as the days and months goes by, hence reducing the profit margins.

Reach Energy: Potential Risk Arbitrage?

Reach Energy (Stock Code 5256) listed on Bursa Malaysia is a Special Purpose Acquisition Company (SPAC). In short, SPAC is a shell company, where funds are being raised from public shareholders via IPO and they are required to identify eligible companies (oil and gas sector companies for the case of Reach) for acquisition within 3 years from date of listing. The funds raised are placed in an interest bearing Trust account.

Reach Energy was listed on 15 August 2014, and it has about 1 year and 6 months left for identifying a target for acquisition. Should it fail to acquire any business as defined in the Prospectus, the funds raised will be returned to shareholders. In the event cash is to be returned in full to shareholders at the end of the 3 year timeframe, shareholders stand to receive a minimum amount of RM0.71 cash per share or up to a maximum (more or less depending on the interest rate and related expenses) of RM0.775 cash per share, assuming cash placed in the Trust account deposit has a interest of 3% p.a. Moreover, shareholders can choose to vote against any acquisition and full cash will be refunded to the shareholder, irregardless of the acquisition deal going through if the majority supports the acquisition.

There are 2 scenarios as explained below in which Reach could be a potential risk arbitrage play with decent annualised return (after brokerage expenses):

Scenario 1: Reach fails to acquire any qualified business. Cash is duly returned at the end of the 3 year timeframe (expected to be August 2017). Should you enter Reach now (19 Feb 2016) at RM0.655 per share, you stand to receive RM0.71 to RM0.775 per share, which gives you an effective return of 8.4% to 18.4% in 1.5 years.

Scenario 2: Reach tables a qualifying acquisition and you vote against the Resolution. Assuming EGM is called at exactly the end of the 3 year timeframe, should you enter Reach now (19 Feb 2016) at RM0.655 per share, you stand to receive RM0.71 to RM0.775 per share, which gives you an effective return of 8.4% to 18.4% in 1.5 years. The returns would vary depending on the final cash balance in the Trust Account. A minimum return of 8.4%is conservatively estimated.

Should you choose to vote in favour for the acquisition, Reach Energy shares in your hands will no longer be a valid risk arbitrage play.

Final thoughts:

Pros: Decent minimum high single digit annual returns on excess cash in hand.

Cons: Lockup of excess cash, delay of qualifying acquisition to beyond the 3 year timeframe, Lower than expected returns of 8.4% in 1.5 years.

Further information regarding Reach and SPAC in general could be found at: http://reachenergy.listedcompany.com/spac.html

Note: This is not an investment advice. Buy and sell any securities at your own risk.

Disclosure: None.

Hwang Capital: Potential bumper dividend round 2?

Since the sale of its investment banking and brokerage arm to Affin, Hwang Capital (Stock Code 6688) quoted on the Bursa Malaysia stock exchange has been a cash rich company since. From the latest quarterly financials announcement for quarter ended 31 October 2015, Hwang held liquid readily convertible into cash available for sale securities amounting to RM436million (~RM1.7 per share) Note that RM250million (approximately RM0.98 per share) has been earmarked for potential acquisition of new business and Hwang has up to 7 April 2016 to announce on its proposed new acquisition should it had identified (if any).

Shareholders may be in for a surprise bumper dividend of at least RM0.98 per share should management decide to return the excess cash for failing to identify any target acquisition.

Based on the current market value of its share price of RM2.38 (last closing as at 18 February 2016), market is implying a valuation of 0.5 based on the P/B (Price to book) ratio of its moneylending consumer financing business and P/E (Price to earnings ratio assuming annualized EPS of RM0.14) ratio of 4.7 which may seem fair for a small scale money lending business with total loan book of RM369million.

The latest gross interest margin on its loan book is approximately 10%. Assuming a 50% impairment to its loan book (which is a pretty bad case but not entirely impossible for the unsecured consumer financing business space), the liquidation value of Hwang Capital still stands at around RM2.40 per share, which is around its current share price. This may indicate a fair margin of safety. Note that Hwang does not have any significant financial liabilities. It had also recently declared a decent dividend amounting to RM0.10 per share which translates into a 4% dividend yield.

Share price has been on an uptrend since mid-2014, gradually increasing in price since. Could the price increase be in anticipation of a pending corporate action involving another round of bumper dividends from its reserves?

Final thoughts:

Pros: Potential unlocking of share value via dividend distribution catalyst, acquisition of earning accretive business, decent margin of safety via annual dividend distribution and liquid asset backing

Cons: Extension of timeline for new acquisition of business thus delay in full realization of share value/narrowing of discount to NTA, Management hoarding cash (low probability), acquisition of value destroying business.

Note: This is not an investment advice. Buy and sell any securities at your own risk.

Disclosure: None.

MAA: Something brewing?

On 16 June 2015, MAA Group Bhd (Stock Code 1198) announced on Bursa Malaysia that Bank Negara had given the green light for MAA to commence negotiations with Zurich Insurance Company Ltd for the disposal of 75% stake held in MAA Takaful Bhd.

MAA has been classified as a PN17 company since the sale of its insurance arm to Zurich. On its monthly announcement regarding its status as a PN17 company, MAA has sought extension from Bursa Malaysia to draft out a regularisation plan in order to remove itself from the PN17 classification. Since disposing its core conventional insurance arm, there has been some corporate action namely MAA Group disposing its non core subsidiaries which were not financially significant to the Group. MAA Takaful has not been a consistent profit generator for the MAA Group and it could be management's plans to rid itself from the PN17 classification at the same time free itself from the massive capital required to sustain a Takaful operations by putting up the Takaful arm for sale. It has been commented by the Chairman himself of the huge capital base and resources required to compete in the Takaful sector. (http://www.thesundaily.my/news/857707).

On its latest announcement dated 30 November 2015 regarding the sale, an application was submitted to Bank Negara to enter into an agreement by MAA Group and Solidarity (holder of 25% stake in MAA Takaful Bhd) with Zurich. It could be that pricing negotiations has been done or semi completed and an agreement could be announced soon once BNM has given the 2nd green light.

Could there be potential of a risk arbitrage situation where post disposal of the stake in MAA Takaful, MAA Group may be a cash rich company with cash levels above its current market capitalisation?

Note that MAA has been actively buying back its shares in the open market. Based on the company announcement dated 1 December 2015, it has cancelled all its treasury shares previously accumulated (11.6 million shares in total) via share buybacks from the open market. Could this be a sign of full liquidation of and delisting via a payout to shareholders of MAA Group? Nevertheless, share price of MAA has experienced a surge since December 2015 with a current closing of RM0.945.

A sign of undervaluation could be inferred from the continuation of the Company's last 3 buybacks (dated 16, 17 and 18 Feb respectively) of approximately 1 million shares at a price range of RM0.94. Currenct market price as at 18 February 2016 stood at RM0.945.

Final thoughts:

Pros: Management aggressive buybacks. Favourable valuation obtained for sale of MAA Takaful and management unlocking share value via distributions.

Cons. Unfavourable valuation obtained for sale of MAA Takaful, management hoarding cash or deploy in value destroying new core business.

Note: This is not an investment advice. Buy and sell any securities at your own risk.

Disclosure: Long MAA Group Bhd.