SGX listed OKP Holdings Ltd (OKP) suffered a major setback last Friday when a worksite accident took the life of a worker and injured 10 others. The project in question was awarded by the Land Transport Authority of Singapore (LTA) in November 2015 for the designing (undertaken by its project partner CPG Consultants) and building of a viaduct from the Pan Island Expressway to Upper Changi Road East. Scheduled to be completed by November 2019, it was also the largest LTA contract the Company has won in recent years. This follows another fatal accident on one of its sites two years earlier when a worker was killed, resulting in the company being fined $250,000.

While the unfortunate accident is bound to trigger thorough investigations by the authorities with the definitive conclusion yet unknown, OKP being the main contractor is unlikely to escape culpability.

The stock market has likewise responded by pushing OKP’s share price down from 43 cts to 39.5 cts before trading was halted early last Friday and further to 37 cts on Monday, after the halt was lifted over the weekend. Over the last two trading sessions, OKP has lost 14% or S$18.5 million of its market capitalisation.

The extent of public backlash is understandable given that a precious life was lost in addition to multiple other casualties suffered. However, is the Company’s safety record really as atrocious as it is currently construed?  And is it all gloom and doom for OKP as its share price plunge suggests or can the company get its act together and emerge from the challenges it faces?   

OKP- A public infrastructure specialist with a proven track record and LTA as its major client

OKP is an established player in the local civil engineering sector, having participated in numerous infrastructure projects over the past 51 years since establishment[i]. While it has undertaken projects awarded by private sector companies such as ExxonMobil and Changi Airport Group, its bread and butter is firmly in public infrastructure works, especially road works. Naturally, LTA is one of its key clients.

According to its annual reports and SGX filings, OKP has won a total of 30 contracts worth $879 million from 2012 to 2017 year to date. Of these, LTA contributed 9, making up slightly more than half of the total value at $444 million. PUB is its next biggest client with 15 contracts worth $323 million.

(Source: Company, Stockresearchasia)

In addition, poring over LTA’s data over the past 5 financial years[ii], we estimate that OKP has won roughly one out of every six major contracts it has tendered for. With an average of 7.8 bidders for each of these tenders that OKP participated in, this translates into a better than average success rate in tendering for LTA projects.

(Classifications as per LTA annual reports. Source: LTA, Stockresearchasia)

Taken together, the above clearly illustrates LTA’s importance as a client to OKP. Hence, any setbacks such as the last which could potentially impede OKP’s ability to tender for future LTA projects is likely to adversely affect the Company’s prospects going forward. That said, we think It is important to look beyond the latest accident and examine OKP's longer term safety track record in order to get a better feel of the potential impact.
 
Safety track record in focus
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According to its website, the Ministry of Manpower (MOM) adopts a demerit points systems for the construction sector as a means of regulating workplace safety. Under the system, contractors will be issued demerit points according to the following categories of safety infringements:

Punishments are meted out in the form of debarments from hiring foreign workers. Since most of the construction firms in Singapore are heavily reliant on foreign workers for their projects, such punishments severely handicap their ability to operate normally and serve as useful deterrents against worksite safety infringements.

(Source: MOM)

​While the individual contractor’s historical demerit point record does not appear to be publicly available, MOM’s record of Stop Work Orders (SWOs) issued over the past 10 years provides a telling clue as apart from major accidents that lead to public prosecution, SWOs contribute the bulk of the demerit points. A careful analysis of OKP and its fellow SGX listed contractors’ SWO records thus provides a good indication of their safety track record.   

(Source: MOM, Stockresearchasia. Full listing of SWO can be found on MOM's webpage)
 
From the table we compiled above, we note that:

• The total number of SWOs issued on a yearly basis ranges from 79 to a surprisingly high 130, perhaps indicating that the construction industry as a whole still have some ways to go when it comes to taking adequate workplace safety measures.
• Within the select group of listed contractors, Tiong Seng appears to be the most frequent offender, chalking up 55 demerit points alone from 9 SWOs received. Three others have 5 or more. Incidentally, Tiong Seng also has the dubious honour of topping the most current list of contractors with demerit points at 55.
• At the other end of the spectrum, two companies have performed relatively well: Hock Lian Seng only had one partial SWO in the period under study and Sim Lian had gone 10 years since its 2 partial SWOs in 2007. Needless to say, other listed contractors that did not have a single SWO in the whole 10 year period performed better still.
• Interestingly, OKP only received 2 partial SWOs in the 10 year period, the second of which was for the aforementioned fatal accident in Sep 2015. Prior to that, it had gone 8 years from Jun 2007 to Aug 2015 without getting an SWO.

Based on the criteria of the demerit points system and OKP’s track record, it is likely that the 25 demerit points it currently has is solely due to the September 2015 accident. Prior to the recent two fatal accidents, OKP’s track record in safety had been relatively good compared to other listed contractors as further evidenced by the multiple safety awards and certificates of recognition it has won since 2006, ironically mostly for its LTA projects. This could partially explain LTA’s willingness to continue awarding it contracts even as recently as 2016.

Nonetheless, we are of the view that worksite safety should be a paramount concern for all and if found culpable, OKP should deservingly be dealt the appropriate punishment. The Company clearly has to step up its efforts in this regard to restore the confidence of its government agency clients. The silver lining is that it has shown itself capable of doing so previously in the period of June 2007 to August 2015. 

Despite latest setback, OKP’s robust order book, stellar balance sheet strength and resilience should see it through

OKP currently has a strong order book of $326.6 million[iii] which translates to a book to bill ratio of close to 3x based on FY2016’s full year revenue of $111.1 million. This should ensure earnings visibility through to 2019 even though its near term margins are likely to be hit with possible delays to the Tampines project and potential associated liquidated damages.

The latest accident may also cast a temporary pall over OKP’s ability to successfully tender for future LTA projects. As each demerit point is valid for 18 months, the latest accident could bump its demerit point total to 50 or 75 depending on the final fatality count[iv] and timing of the point issuance. This could prevent OKP from hiring new foreign workers for up to 1 year but is not expected to keep it from renewing existing workers’ permits. OKP’s capacity to execute its current order book should therefore remain intact.

OKP has also proven in the past its ability to operate in tough environments such as during the 2009 GFC and 2003 SARs outbreak. Its bottom line has consistently been in the black ever since its listing in 2002. This is despite lumpy revenue recognition by nature of its project-based business and the cyclical construction industry.

(Source: Company, Stockresearchasia)

In addition, OKP is sitting on a large net cash position of $83.3 million[v] (or $0.27 per share) representing a hefty 73% of its market capitalisation. It currently trades at an attractive dividend yield of 5.4%. Given its strong cash generating capability (>$20 million in operating cashflow in each of the last 2 financials years), its near to mid-term earnings visibility underpinned by a robust order book and large cash position, we expect the Company to at least maintain the dividend yield going forward.

Current valuations are undemanding compared to peers

At the last closing price of $0.37, OKP trades at an FY16 PE of 8.0x, below its peers’ average of 9.4x. However, on an ex-cash basis, this works out to be just 2.2x FY16 earnings, significantly lower than the next higher 3.9x Hock Lian Seng is trading at. Despite the current negative sentiments, we think OKP should trade at a minimum the same level as Hock Lian Seng, which would translate into a price of at least $0.45 per share, representing an upside of more than 21% from current levels. 

Further upside might be in store as improving sales at Amber Skye could bump cash pile up another $20 million by mid-2018

Besides its core civil engineering business, OKP has in recent years ventured into property development. Its current exposure to this segment is limited to 10% stakes in each of two maiden development projects: Lake Life at Yuan Ching Road and Amber Skye in District 15.  

Lake Life, an executive condominium project, has been fully sold and recognised in OKP’s accounts as at 31 March 17. Amber Skye, though, is a different story. As a 109-unit luxury condominium developed together with 90% majority partner China Sonangol Land, it has performed poorly since launching in September 2014. In the 2.5 years from launch to end of 1Q2017, it sold a paltry 14 units at an average psf of $1802.
​
However, on the back of better property sentiments, sales have accelerated in 2Q2017. During the months of April to June this year, the project managed to sell another 32 units at a much higher psf of $1917, according to caveats lodged with URA. Together with the lone sale in early July, the project has now sold 43% of its total available units. It may be early days yet but should the upward momentum be sustained, the project would be on track to sell the majority of its units by early 2018.

(Source: URA, Stockresearchasia) 

With the estimated breakeven cost of the project at around $1550 to $1600 psf, Amber Skye is likely to contribute at most $2-4 million to OKP’s bottom line over the next 12 months. The bigger impact instead, will come from the repayment of $19.7 million in shareholder’s loan that OKP has extended to the project company. The loan is currently repayable in full by 26 June 2018 and had previously been written down by $1.4 million due to poor sales performance. If Amber Skye succeeds in selling the majority of its units by the repayment date, OKP should get back more than $20 million in cash (including its share of profits) giving its already strong cash position a major boost to around $0.335 per share even if we fully discount any additional cash to be generated from its operations.

Recommendation

Amidst the extensive media coverage on its latest mishap, OKP is likely to face increased scrutiny from its public sector clients, particularly LTA, in its current projects and future tenders. At the same time, its share price could also face short term downward pressure from the negative sentiments generated.

However, we think that its solid fundamentals buttressed by a robust order book, strong net cash position (which could potentially get even stronger by mid-2018) representing 73% of its market capitalisation, low valuations and attractive dividend yield should see it through the current challenges.

As for its mid to long term prospects, much will depend on the Company’s success in convincing these public sector clients of its efforts to improve its worksite safety. We believe that LTA and other government agencies will take OKP’s overall track record, including the 8-year run when the Company succeeded in avoiding any MOM-issued SWOs, into account in assessing its future tenders.
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Given the above, we think the selling is overdone and that the current depressed share price offers a good opportunity for value investors to accumulate OKP shares with a potential upside of at least 21%. Further upside over the next 12 months might be in store should its 10% owned Amber Skye project continue its strong sales momentum. We are opportunistic buyers at this price.

Background

Activist fund Quarz Capital Management’s open letter to HG Metal Manufacturing Ltd’s (“HG Metal”) board two weeks ago created quite a buzz, sending the steel stockist’s shares up 21% in just two days. This was preceded by BRC Asia Ltd’s ("BRC Asia") announcement the day before revealing that certain substantial shareholders have received an unsolicited approach in connection with a potential transaction. Details such as the identity(s) of the substantial shareholders or the nature of the transaction were not disclosed and BRC Asia cautioned that discussions are preliminary and may or may not lead to an acquisition of its issued share capital.

HG Metal subsequently clarified on 1 June 2017 that it has not been approached in relation to the potential sale of its stake in BRC Asia. Since BRC Asia only has two substantial shareholders that own more than 10% each: ex-HG Metal controlling shareholder, Sia Ling Sing, who controls 26.8% of BRC Asia shares and HG Metal itself with 22.6%, it is fair to assume that Sia is likely to be one of the substantial shareholders approached in order to necessitate the original BRC Asia announcement.

Regardless of the identity of the mystery substantial shareholder or potential buyer, should the said transaction trigger the sale of HG Metal’s stake in one way or the other, it would provide a major boost to its already strong balance sheet, enhancing its net cash position to at least S$0.46 per share, or a 11% premium over its last closing price of S$0.415.

HG Metal is however not the only stockist trading at a deep discount to intrinsic value: Hupsteel Ltd (“Hupsteel”) and Asia Enterprises Holding Ltd (“Asia Enterprises”) also offer enticing value at current prices but tight shareholding structure may discourage a similar approach by an activist fund.

Our Take

Any divestment of BRC Asia stake would be a major boost to balance sheet although write-off expected

As indicated in Quarz Capital Management’s letter to HG Metal, an intriguing part of HG Metal’s value lies in its 22.6% stake in BRC Asia, one of the leading prefabricated reinforcement steel players in Singapore.

To recap, HG Metal first acquired its original stake of 43.7%[1] in 2008 and 2009 through a combination of share purchase from the then AIM-listed Acertec Engineering Ltd and the subsequent mandatory general offer. The stake was eventually whittled down to the current 22.6% after a couple of placement exercises by HG Metal and issuances of new shares by BRC Asia itself.

Currently, BRC Asia is accounted for as an associate company on the books of HG Metal, with an approximate carrying value of S$49 million largely reflecting HG Metal’s share of BRC Asia’s total net assets plus goodwill. However, the market value of the same stake was only S$29.3 million based on BRC Asia’s last closing price of S$0.695 per share prior to the 30th May announcement. Should HG Metal dispose of its BRC Asia stake at no premium to the 30th May closing price, it will likely have to write off almost S$20 million. Despite this, its net cash would balloon to S$58 million or S$0.46 per share, giving it plenty of flexibility to reward shareholders should it wish to.

Any attempt to maximise shareholders value could find support from within board
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Unlike the other two stockists mentioned here, HG Metal does not have a majority controlling shareholder. Currently, the two biggest shareholders are Foo Sey Liang and private equity fund SEAVI Advent Investments (“Seavi”), holding 22.3% and 10.5% respectively. The other two substantial shareholders with over 6% each are Rise Capital Ventures (Rise Capital”) and Chye Hin Hardware. 

Interestingly, Seavi and Rise Capital acquired their stakes through a placement exercise in October 2014, collectively forking out S$14.7 million to buy new shares at S$0.69 each[2]. Both were then introduced to HG Metal by Foo. Seavi’s Managing Director and private equity veteran, Tan Keng Boon, eventually took over the Chairman’s role from Foo in May 2016. Foo himself, acquired his entire controlling stake (held via Flame Gold International) from Oriental Castle Sdn Bhd at an even higher price of S$0.95 per share[2] earlier in 2014.

The investment has not turn out well for Foo, Seavi or Rise Capital so far as HG Metal’s share price has only gone south since their respective acquisitions in 2014, trading as low as S$0.30 earlier this year before the recent run up.

Seavi, though, could be under more pressure than the other two given its status as a private equity fund.  Private equity investments are typically held for between 3 to 5 years before a planned exit and with Seavi entering into its 4th year of investment this coming October, we think it’s possible that it would soon need to decide on a potential exit or at least seek a partial return on its capital invested. Quarz Capital’s attempt to get the board to maximise shareholder value could therefore very well find support with Seavi and its representative on board, HG Metal Chairman Tan.

Growing Myanmar story a potential bright spark?

Since the entry of both Foo and Seavi, HG Metal has focused its efforts into expanding in Myanmar. There have been some early signs of success, as revenue contribution from the fast growing economy has gone up five times in 2 short years, from S$10.2 million annually to S$61.2 million for FY2016, dwarfing its traditional stronghold of Singapore.

While this has not been sufficient to reverse the falling revenue at the group level, further inroads into a market that is poised to grow 10% a year from 2016 to 2020[3] could have a positive impact and provide shareholders with optimism on HG Metal's future even if management does not grant any immediate gratification by returning existing excess or future cash from a possible BRC Asia shares disposal.

Fellow stockists Hupsteel and Asia Enterprises also offer intriguing value but lacks obvious catalysts

Similar to HG Metal, Hupsteel is sitting on a balance sheet stuffed full of cash and listed securities. As at 31 March 2017, it held S$55.1 million of net cash in addition to S$20.6 million of listed securities (~80% debt, 20% equity), meaning 77% of its current market capitalisation is represented by liquid assets. 

In addition, Hupsteel has also over the years accumulated a healthy portfolio of industrial and commercial property investments. So far it has amassed more than 120,000 sf of industrial properties located in the eastern part of Singapore along with shophouse and office units along Jalan Besar. The investment properties are largely carried at cost less accumulated depreciation and has a net book value of S$34.9 million. However, the company has also disclosed in its annual report that the properties are in fact worth more than double its carrying value, with the latest fair value as at 30 June 2016 pegged at S$79.6 million.

Taken together, this means that Hupsteel’s liquid assets and investment properties are already worth S$155.3 million or more than 58% above its current market capitalisation, potentially making it an attractive investment or target for activist funds.

However, we note that Hupsteel is largely family controlled, with the founding Lim family owning more than 50% of its shares. An approach by an activist fund would thus be less likely and effective. Any efforts to maximise shareholder value would largely have to originate from the controlling shareholders themselves.

Meanwhile, the situation at Asia Enterprises is more straightforward. While it does not own a large chunk of shares in another listed company or have value embedded in some investment properties, it continues to sit on a mountain of net cash of about S$60.5 million, just a shade below its latest market capitalisation S$61.4 million. We note though that the company has been hoarding this cash pile for at least the last 3 years and does not seem to have taken any concrete steps towards either deploying or distributing it. Unless the controlling Lee family (38.7%), who together with fellow long time directors of its key operating subsidiary, Harmaidy (11.7%) and Teo Keng Thwan[4] (5.1%), control just over 50% of the shares, has a change of heart, this might not bode well for shareholders seeking a windfall from the accumulated cash.

Conclusion

While discussions are preliminary, any potential transaction at BRC Asia that leads to an eventual sale of HG Metal’s stake is likely to be positive for HG Metal shareholders. It remains to be seen if HG Metal decides to take adopt some of Quarz Capital Management’s suggestions. Regardless, we believe HG Metal’s two largest shareholders’ interests, private equity outfit Seavi in particular, are pretty much aligned with the public shareholders’ given that both acquired their stakes at significantly higher prices than today.

Hupsteel and Asia Enterprises, in the meanwhile, remain significantly undervalued themselves. However, the tightly controlled shareholding structures in these two companies are likely to dissuade any activist fund from trying a similar approach as that of HG Metal. Any efforts to unlock shareholders’ value would have to be driven by the respective controlling shareholders themselves.

As one of the grand old dames among property developers in Singapore, Bukit Sembawang Estates Ltd’s (“BSE”) origins can be traced as far back as 1911 when it started as a rubber company. Ever since it changed its focus to property development, it has developed and sold more than 4,000 homes comprising largely of landed properties in the northern part of Singapore.

While a recent surge of interest has seen its share price rally 9% in 3 weeks, we think investors still do not fully appreciate how undervalued it truly is. With its legacy land bank carried at a historical cost determined more than 60 years ago, a best in class dividend yield of more than 6.7% and a net cash balance sheet that is the strongest it has been in at least 20 years, BSE is our top pick to ride out the current trough in the property cycle.

Just revaluing the legacy landbank at close to current market prices and without taking into account any future development profits should see the Company add another $2.29 per share to its NTA, giving it a base NTA of at least $7.21 per share, or 46% above its last closing price of $4.94. This is not even taking into account any potential gains from BSE’s recent moves to resolve its long running dispute over its land along Ang Mo Kio Ave 5 (Lot 12949A Mk 18) by surrendering its 999 year lease for a fresh 99-year one in order to convert it fully into residential land without restrictions or the bulk sale of its non-landed projects built on land acquired at attractively low prices.

Background

Long history as one of the largest land owners in Singapore backed by prominent shareholders

BSE, in its current form, started out as a developer to build and sell properties on large tracts of legacy rubber plantations owned by OCBC Bank’s founding Lee family. In the 1950s, BSE owned as much as 172 million sq ft (16 km2) of land. To put this in perspective, this is approximately 2.7% of Singapore’s total land area at that time [i].

Over the years, however, its landholdings have shrunk greatly, largely because of compulsory acquisitions by the Singapore government as well as BSE’s own development projects. By 1998, a year after BSE had another 1.7 million sq ft of land acquired by the government, they were left with just 5 million sq ft of legacy land. While still a massive landbank by all accounts, it was a far cry from their original landholdings. From then on, most of the depletion has been a result of their own development projects. The largely freehold/999-year leasehold legacy landbank today stands at 3.2 million sq ft, which excludes a couple of development phases currently in the works.

Legacy landbank carried at miniscule cost price

Although it is no secret that BSE’s legacy landbank is carried on its balance sheet at historical cost, there is little clarity among the investing public as to what this cost might be. Part of the problem lies in BSE’s lack of disclosure in its own results announcements and annual reports as it had stopped providing an annual breakdown of its development properties from 2004.

To get a better understanding of what this cost might be, we studied BSE’s annual report filings to as far back as 1995. Our findings indicate that:

1. BSE’s legacy land cost stated in its earlier annual reports were in fact based on its historical book value as at 1953. In 1995, its close to 7 million sq ft of land was carried at a mere cost of around $862,000, less than what it would normally cost for a 1,000 sq ft condominium today; and
2. Inclusive of development charges it had paid, we deduce that the carrying cost of the legacy landbank could be as low as $50 psf.
   

For comparison purposes, in 2011, a JV controlled by City Development won a government tender for a 99-year leasehold plot of land meant for landed housing development in Serangoon Garden Way -not too far from BSE’s own Seletar Hills land- for approximately $343 psf. We think the largely freehold/999-year leasehold legacy landbank should be valued conservatively at a minimum of $350 psf.

Excellent track record in land acquisitions

In addition to its legacy landbank, BSE has also proven to be very adept at timing the market in its land acquisitions. For instance, all its major land acquisitions in last 20 years have come in a 2-year period between the 3rd quarter of 2005 and 2nd quarter of 2007, when it shelled out more than $900 million to acquire 9 different non-landed development sites, majority of which are in the prime districts 9 and 10. This acquisition spree came at the tail end of a long property lull which lasted from 2000 to 2006. As a result, it was able to replenish and expand its landbank during a period when property prices were either at or below even the lows of the 2008-2009 global financial crisis. 

Source: URA data, Business Times, Company, Stockresearchasia

Our Take

Strongest balance sheet in at least 20 years supporting a best in class dividend yield of 6.7%

As a result of its well-timed land acquisitions, BSE has been able to generate strong profit numbers and cashflow over the past 5 financial years. This has culminated in a balance sheet that is the strongest it has been in at least 20 years, with a net cash position of $383 million as at 31 Dec 2016 even after deducting the $85 million in dividends paid in the quarter prior. This net cash forms as much as 30% of both its current market capitalisation and NTA, which is unusual for a property developer.   

(Source: Company) 

On the back of its balance sheet strength, BSE has also taken steps to reward its shareholders, paying an annual dividend of 33 cts per share in each of the last 2 years. Based on its last traded price of $4.94 per share, this translates into a dividend yield of 6.7%, the highest by far among SGX listed mid cap developers. 

Going forward, with the last of its major non-landed projects having achieved TOP (Paterson Collection, Skyline Residences) or nearing completion (St Thomas Walk), meaning that most of the construction costs has already been capitalised, we do not expect a significant deterioration in BSE’s balance sheet in the near future. The Company thus has sufficient cash resources to continue its current level of dividend payment should it wish to. In addition, any bulk sale of units in these projects will likely result in a major boost to its already strong balance sheet.

Limited supply for landed properties should augur well for BSE

While BSE has a good track record of developing non-landed properties, its bread and butter is in the landed developments. Its large landbank and long track record in the northern part of Singapore has earned it the nickname “King of Seletar Hills”. According to the Company, it has over the past half a century built more than 2,500 houses in Seletar Hills, 1,000 in Sembawang and 500 elsewhere.

(Source: URA, Stockresearchasia)

Unlike non-landed properties, landed properties can only be bought by Singaporeans and selected foreigners approved by the Singapore government. Despite this, prices of landed properties have outperformed non-landed by a wide margin in recent years according to URA’s Property Price Index (PPI). A large part of this can be explained by the much tighter supply of landed properties in land scarce Singapore.

New landed sites, the main supply of landed properties besides development/redevelopment of existing sites, awarded by URA have shrunk over the years. Only around 403,000 sq ft of land was awarded for landed developments in the last 5 years and a total of 2.4 million sq ft over the last 20 years, comprising entirely of 99-year leasehold land. In contrast, BSE alone has more than 3.2 million sq ft [ii] as at 31 Mar 2016, with close to two-thirds either 999-year leasehold or freehold land.

The decline in supply of new landed properties was confirmed in a report by Knight Frank published on The Business Times in August last year which claimed that over the past decade to Q1 2016, total available stock of landed properties grew by only 5.9 per cent to reach 72,205 units island-wide, while in the same period, non-landed properties expanded by 58.7 per cent to 258,098 units. We expect this trend to continue as Singapore’s population continues to grow towards the government’s projected 6.9 million[i] by 2030. This should augur well for BSE’s future prospects.  

BSE has sufficient options to allay QC concerns for its non-landed projects

In an effort to curb the then runaway property prices, the Singapore government had in recent years introduced a slew of property cooling measures, including requiring all foreign property developers (defined as all developers with shareholders or directors who are not all Singaporeans) to be issued a qualifying certificate (“QC”) whenever they buy land for residential development. Once a QC is issued, a foreign developer will be bound by the QC rules. One of these rules states that the foreign developer has 5 years to complete a project after land purchase with another 2 subsequent years after completion to sell all the units in the project. If it fails to meet this deadline, it may have to forfeit a banker's guarantee worth 10 per cent of the land purchase price. The foreign developer can extend the QC for another 3 years by paying a fee that goes from 8 per cent of the purchase price for the first year to 16 per cent for the second year and 24 per cent for the third. 

As a listed company, BSE falls under the definition of a foreign developer with respect to the QC rule. Hence, it faces pressure to complete the sale of all its units in completed projects as well as soon to be completed projects. The projects likely to be affected include Skyline Residences in Telok Blangah, Paterson Collection in Orchard and St Thomas Walk in River Valley. We examine below how each of these projects could potentially be affected.

BSE projects that are likely to be affected by QC rules

Skyline Residences: According to a report in July on The Edge quoting URA’s Realis database and property agents, BSE has had some success moving the remaining units at Skyline Residences by offering discounts to buyers as well as a “Stay then Pay” scheme and that only 30 units remain as at 5 July 16. This suggests that close to 90% have been sold. Given that BSE had more than a year between 5 July 16 and the August 2017 QC deadline to move the remaining 10% units, we believe BSE’s exposure to potential QC penalties for Skyline Residences should be low.

St Thomas Walk: With the TOP set for the 3rd quarter this year and the QC deadline only in Q3 2019, we believe there is still sufficient time for the Company to market and sell these units even though it has yet to launch the project. There is also the possibility that the government could loosen the QC rules by the time St Thomas Walk’s QC deadline approaches. We estimate that the project has a breakeven price of $1,400 psf vs $1,750 psf [iv] average selling price achieved for nearby comparable projects such as St Thomas Suites.

Paterson Collection: Perhaps the most at risk to QC penalties given that the project’s QC deadline is in October this year and that the project is yet to be launched. However, with low land cost and an estimated breakeven price of $1,600 psf vs an average price of around $2240 psf [v] for Paterson Suites (also by BSE) just across the road, we believe the Company has plenty of flexibility in achieving a positive outcome prior to the QC deadline.

One possibility would be for a bulk sale of the project to a non-related party at a discount to market prices. We believe a conservative discount of 25% would be more than sufficient to attract buyers. Even at this discounted price of approximately $1680 psf, we estimate that BSE would be able to generate a profit of over $10 million and most importantly bring in over $200 million in cash. As the project had already achieved TOP in 2015, meaning all its costs have been capitalised with zero borrowings, all proceeds net of tax from such a sale would accrue to BSE’s already impressive cash pile.

Recent bulk deals were transacted at discounts of between 16% and 23%:

Another option would be for the controlling Lee family to acquire the project, similar to what Hiap Hoe’s controlling shareholder, Hiap Hoe Holdings, did in acquiring Treasure on Balmoral for $185 million from the listed company. However, this would require minority shareholders’ approval as it is deemed an interested person transaction (IPT) exceeding 5% of the Company’s NTA.

A third option would be for the Lee family to privatise the entire company. Despite the Lee family having no shortage of resources to do so, we see this as being a less likely option. For a start, at a market capitalisation of $1.3 billion, privatising the entire company at a premium would cost several times more than the amount needed to just buy all the units in Paterson Collection. In addition, the Lee family is not known for privatising listed companies it controls even when valuations are low, e.g. in 2003 or 2009. Both takeover attempts by the family for Straits Trading and then WBL in 2008 and 2013 respectively were exceptions and came in the form of counter-offers to rival bids by the Tan family. A privatisation offer is probably more likely to come in the form of an attractive external bid, particularly by a land hungry developer.

Recommendation

BSE is a deep value play trading at around 1.0x NTA. However, carrying its legacy land at historical cost pegged to 1953 prices has resulted in a severely understated book. Just valuing the freehold/999-year leasehold legacy landbank at a conservative $350 psf would bring its NTA up to $7.21 per share. 

This does not even include:

• Potential upside from new launches on its low cost legacy land along Ang Mo Kio Ave 5 (Lot 12949A Mk18) for which it has announced that it will pay SLA a differential premium and surrender the 999-year lease in order to be re-issued a fresh 99-year lease without building restrictions; and
  
• Any surplus generated from potential bulk sale of units in Paterson Collection or the soon to be completed St Thomas Walk, keeping in mind that the plots of land on which these projects are sited were acquired at low prices in the period from 2005 to 2007.

It is notoriously difficult to predict exactly when the property market will improve given the current headwinds including the slowing economy, the property cooling measures in place and the spectre of an US-led interest rate hike. Until a more pronounced uptrend happens, BSE’s results in the coming quarters could stay subdued, just as the recently announced 3Q17 results has shown with profit down 78% YOY. That said, its strong balance sheet with a net cash position of $383 million should provide sufficient buffer to see it through the lull period and protect it against any interest rate shocks. In the meantime, investors would still be able to enjoy a best-in-class dividend yield of 6.7%, far higher than any of its mid-cap property developer peers. We thus think BSE’s current share price of $4.94 offers compelling value to value investors and yield seekers alike. We are buyers at this price.

Key Risks

A prolonged downturn in the property market coupled with inaction regarding its non-landed projects at or near TOP could see the Company being hit with hefty QC penalties. However, as we have pointed out, the Company with a financially strong controlling shareholder has enough options to mitigate this risk.

Payment of the yet to be disclosed differential premium for the land at Ang Mo Kio Ave 5 may see a large chunk of cash depleted leaving shareholders with the possibility of a lower dividend payout in immediate years. Having said that, shareholders should eventually be compensated as the Company starts monetizing the site via new project launches.   

(All currency in SGD unless otherwise stated)

TSH released a couple of significant updates over the past 2 weeks:

1. On 16 September 16, TSH announced that a big total payout of S$0.1232 per share of cash will be distributed back to shareholders, comprising S$0.016 in special dividends and S$0.1072 in cash distribution via a capital reduction. Total amount to be paid out is S$29.63 million or almost 88% of its current cash balance of S$33.69 million; and
2. The company had disposed of the majority of its Hibiscus shares earlier on 8 September 16. This means that the cash position it announced on 31 August did not include proceeds from the Hibiscus shares.

Our Take

While not surprised that the Company bumped up the upcoming cash distribution (see previous update) to include proceeds from the property disposal, the quantum of the payout pleasantly exceeded our expectations. Nonetheless, we welcome this very minority friendly approach taken by the Company. Together with the S$0.03 dividend paid in May, total distribution from the Company this year will hit S$0.1532 per share, close to double the original share price when our initial report was posted 5 months ago. Post distribution, shareholders will still retain their original shareholdings backed by a mostly cash net asset value of 1.9 to 2.6 S cts per share, based on the updated cash position which now includes Hibiscus proceeds and assumed Unilink sale price. More upside could even be in store if an RTO materialises. 

We expect the market to react positively to news of the bumper distribution given that the last traded price of S$0.127 is just slightly above the total payout amount. 

Since our last update in which we pointed out the strong possibility of TSH monetising all its assets and distributing the resultant proceeds in the mid to near future, the Company has successfully completed the disposals of most of its key assets in the space of 3 months.

Cash company sitting on cash hoard even before proposed Unilink sale

Having sold its main operating units, TSH is now a cash company as defined by Rule 1017 of the SGX Catalist rules. It currently sits on a cash hoard estimated at S$32.69 million, 90% of which will be held in an escrow account, according to its latest announcement as at 31 Aug 16. TSH will now have 12 months (with an additional extension of 6 months subject to SGX approval) to look for a new operating business which meets SGX’s listing requirements or be delisted, a scenario which should result in a distribution of all its cash. It should also be noted that under the Catalist rules, money in the escrow account can only be used for distributions to shareholders or to pay for expenses incurred in a reverse takeover. This should accord shareholders some assurance that the bulk of the cash will be safe and not be used to pay for ongoing corporate expenses such as directors' fees.

The reported cash position translates to a per share cash value of S$0.136 but does not include proceeds from the yet to be sold 26.5% stake in Unilink Development Limited. While we had previously flagged out that the realisable value of the Unilink stake could be much lower than book if pegged to the recent Metronic transaction, TSH’s management appears to think otherwise as it only adjusted the carrying value slightly downwards to S$2.98 million. A successful sale of this stake close to this price should boost its net cash per share to S$0.148 as the company has already repaid all its debts. 

But net liquidation value slightly lower than previously estimated

Using the management’s value estimation of the Unilink stake and including all residual assets and liabilities currently on its books, the net liquidation value of TSH works out to be about S$0.145 per share[1]. Should the more conservative sale price of Unilink be applied i.e. pegged to Metronic transaction, the net liquidation value is estimated to be S$0.137 instead. Both figures are slightly lower than our previous estimate of S$0.151 per share with the main difference being the slightly lower than expected sale price of the freehold property at Burn Road as well as forex losses and other expenses incurred in 1H2016.

Payout of at least S$0.025 per share expected soon

The Company has already announced previously its intention to distribute 100% of the net proceeds from the sale of Explomo and Wow totalling S$6 million to its shareholders via a capital reduction. This translates into a payout of S$0.025 per share. With no operating business and a cash hoard likely in excess of what is required in a typical reverse takeover, we will not be surprised if the Company decides to dish out further cash distributions in the coming months or bump up the next distribution to include part of the proceeds from the property disposal.

Recommendations

TSH has turned in an impressive performance since our initial report on 31 March 2016 with total returns of 99% over the 5 month period. As with the situation with all cash companies, further upside will depend very much on what and when Company decides to do with the cash pile over the next 12 months. Going forward, we think the share price should be supported by the current net cash per share of S$0.136 until further developments in the sale of Unilink or a new business acquisition is announced. While a potential acquisition could provide a further boost, we see a distribution of substantially all its cash holdings as the more viable and sensible option under existing market conditions. This means that shareholders should realise the estimated net breakup value of between S$0.137 to S$0.145 per share over the next 12 months or so, an upside of between 8% to 14% over the last traded price of S$0.127. 

Key Risks 

The major risk going forward is of the Company squandering its cash hoard in a value destroying acquisition. However, with 3 of the 4 board members (Teo Kok Woon-28.4%, Anthony Lye-16.6%, John Wong-3.2%) owning collectively more than 48% of the Company’s shares, we believe the interests between management and minority shareholders are sufficiently aligned in this case to mitigate this risk.

Since our initial write-up on TSH, the share price has surged, returning a total of 86% in less than 2 months. Our initial estimates pegged the value of the shares to the sum of its existing net cash and short-term securities position of S$0.077 rising to S$0.139 (S$0.0107 and S$0.169 respectively before adjusting for the 3 S cts dividend it had earlier paid) should the freehold property be successfully disposed. Recent developments, however, suggest that our views have been too conservative.

We now see a strong likelihood of the company monetizing all its assets and distributing the resultant proceeds in the mid to near future. Shareholders should realize total proceeds of at least S$0.151 per share should that happen. This represents a further 29% upside from the last traded price of S$0.117. We remain long at the current price.  

Key developments since our report

1. TSH announced on 28 April 2016 following its AGM that it had entered into a sale and purchase agreement with Exact Solution Management Ltd to dispose of its Consumer Electronics business carried out under its wholly owned subsidiary, Wow Technologies (Singapore) Pte Ltd. The consideration is US$2.4 million or S$3.24 million. It intends to distribute 100% of the net proceeds from this sale to shareholders. 
2. Concurrently, the Company has entered into a non-binding term sheet with its CEO, Anthony Lye, for the disposal of its Homeland Security Services business, consisting of its wholly owned subsidiary, Starmo International Ltd as well as subsidiaries under Starmo. The consideration shall be in cash and is to be agreed by the Company and Anthony  subject to a valuation report to be prepared and issued by an independent valuer. 
   
3. Company revealed in its annual report for FY 2015 in regard to its 26.5% stake in Unilink Development Limited that “Following the plan of the Company in 2015 to dispose of the investment in Unilink, the Company has followed up with a concrete plan to locate buyer and is of the view that the sale is highly probable to be completed within a year.” Consequently, the value of the Unilink stake has been written down to S$3.127 million as an estimated recoverable amount based on discussions with third parties. 
   

Our Take

Twin disposal of Consumer Electronic Business and Homeland Security Business leaves TSH with no core businesses and removes key cash drain risk

Coupled with the company’s decision not to actively pursue any property development projects after the disposal of its Australian properties, TSH is set to become a cash company upon the completion of the twin disposals of Wow Technologies and Starmo.

We previously flagged out the consumer electronics business, which incurred a loss of S$2.73 million in 2015, as the prime risk to TSH’s cash pile. Thus, we see its proposed disposal as positive news for shareholders even though the consideration of S$3.24 million would result in a non-cash disposal loss of S$0.37 million. The resulting cash distribution from this sale is estimated to be 1.3 S cts per share, representing 11% of the last traded price of S$0.117.

At the same time, we think the disposal of its Homeland Security Business, Starmo, should generate proceeds no less than the net carrying value of its tangible assets given that this division has consistently generated profits, albeit declining, over the last 3 financial years.

However, net realisable value of Unilink stake may be lower than book value

Although the Company has estimated that the recoverable value of the 26.5% stake in Unilink to be S$3.13 million, we note that Malaysia-listed Metronic Global Bhd recently disposed of a 17.7% stake in the same company for just US$551,724. Should the sale of TSH’s stake in Unilink be transacted at a similar valuation, the consideration it eventually receives may be closer to S$1.15 million (US$:S$=1.380), representing an S$1.98 million deficit over its current book value. 

Net Breakup Value is likely to become key share price driver going forward

With the latest announcements, we think that TSH will eventually dispose of all its key assets and businesses and return the proceeds to shareholders. As such, the focus for shareholders should shift towards TSH’s net breakup value as its assets will eventually be converted into cash.

Recommendation

Even though the share price of TSH has surged since our initial report, recent developments suggest that more upside may be installed for its shareholders. The pace of the disposals and distributions would likely drive share price going forward. Nevertheless, shareholders should eventually realise no less than our conservative estimate of TSH’s net breakup value of S$0.151 per share, representing an upside of 29% over the last traded price of S$0.117.

Further upside could come either in the form of a higher selling price of TSH Centre, Starmo or the stake in Unilink as we have assumed undemanding considerations for each of these assets. As an example, should TSH sell its property at say 909 psf which is the current lowest asking price of comparable properties in the vicinity, the net breakup value could rise to S$0.169 or 44% above the current share price.

We continue to be buyers at this price. 

We believe that low profile SGX listed microcap TSH Corporation Ltd (“TSH”) should be on the immediate radar screen of investors. Not only does it trade at a steep 20% discount to its net cash position of S$0.099 per share, it recently declared a dividend of S$0.03, which in itself makes up 38% of the last traded price of S$0.079. On top of these, the company has also announced its decision to dispose of its freehold property near Tai Seng MRT, a building it acquired shortly after the GFC in 2009. Our conservative estimates show that if the company successfully disposes of the said property even at a significant discount to current asking prices of similar properties in the vicinity, its net cash position would balloon to S$0.169 or 2.1 times the last traded price! With the company choosing not to take an active approach in the capital-intensive property development business for now, we see limited risk of excessive cash drain threatening its cash pile.

At the current market price of S$0.079, TSH is significantly undervalued. We think it should, at the very least, trade at its existing net cash and short-term securities position of S$0.107, or a 35% premium to its last traded price. An even bigger upside could be realised if TSH succeeds in disposing of its freehold property at our assumed price or better.

Background

Brief summary on TSH

TSH operates in 3 main business segments: Homeland Security Services, Consumer Electronic Products and Property Development, the last of which is effectively dormant following the recent sale of its Australian property developments. 

TSH’s Homeland Security Services business, which is largely project-based in nature, provides the following services: 

- Defence related materials disposal and recycling;
- Land remediation;
- Security consultancy;
- Civil defence shelter; and
- Supply and choreography of pyrotechnic and firework displays.

Its Consumer Electronic Products business consists of the design and development of electronic products such as headphones, earphones, speakers and accessories for mobile phones and tablets as well as original design and manufacture of digital imaging products.

Prominent controlling shareholder

The largest shareholder in TSH is the family of late hotelier Teo Lay Swee, whose stake is held through family holding company Cockpit International Pte Ltd and Teo Kok Woon. The low key Teo family has a long history of shrewd property deals, the most prominent being the disposal of Cockpit Hotel (which has since been developed into Vision Crest Commercial and Residential buildings) together with the adjacent House of Tan Yeok Nee to WingTai for S$380 million[i] back in 1996, several times the total amount the senior Teo paid for them in 1983 and 1991 respectively.  Others include selling Ibis Novena for S$118 million at a reported a profit of over S$40 million 2 years after developing it. That said, the family appears to be a rather passive controlling shareholder with Teo Kok Woon himself happy to remain as a non-executive director in TSH for the past 10 years. 

Low key results announcements including dividends and property disposal

On 29 February 2016, TSH released its annual results for the year ending 31 December 2015. Its results were unremarkable as it recorded a pre-tax loss of S$7.1 million largely due to one off exceptional items including impairment losses and loss on disposal of property of S$4.5 million and S$1.9 million respectively. Excluding all exceptional items, the loss before tax would have been a much more benign S$0.2 million, reversing from a gain of S$1 million the year before.

Despite the loss, however, TSH unexpectedly announced a bumper dividend of S$0.03 per share or almost 38% of its last traded price of S$0.079. Interestingly, this is the first time the company announced a dividend in the last 5 years. As part of the announcement, the management also revealed its intention to dispose of its freehold property at Burn Road.

Freehold Property to be put up for sale

The freehold property in question is a 7-storey detached freehold industrial building named TSH Centre located within a short distance of Tai Seng MRT station and with an estimated gross floor area of 23,508 sq ft and land area of 10,623 sq ft. It was acquired at a bargain price of S$8.8 million close to the bottom of the property cycle in 2009. URA has zoned the area in which the property is situated as a B1 industrial zone with a maximum plot ratio of 2.5.

Our Take

Market is effectively paying you to buy TSH shares even if property sale does not happen…

TSH currently trades at a discount of 20% to its net cash value (giving it a negative enterprise value) and a discount of 26% to the total value of its net cash and ST securities. This means that if you as an investor were to buy S$1000 of TSH shares at the current price, you would get back in value: net cash of S$1255 and another S$101 in short term securities. Yet more bonus value comes in the form of the freehold property (S$459 if measured by book value alone) and S$285 in other net assets.

…but potential reward increases significantly if property sale goes ahead

The sale of TSH Centre looks set to provide an even bigger boon to shareholders as it will unlock value in the property. We estimate that the property is currently carried on TSH’s books at a cost less depreciation of S$8.7 million or just S$378 per square foot of gross area. To estimate how this compares with the actual realisable price in the event of a sale, we did a search on publicly available commercial property platforms for B1 Industrial properties in the building’s vicinity. Our search yielded two freehold properties:

(Source: Map from URA, pictures by stockresearchasia.com)

Figure 1: Table and map showing plot ratio and key statistics of TSH Centre and nearby freehold properties listed for sale on commercial platforms

Both properties are being listed for sale at above S$900 psf, with a plot ratio close to the maximum permissible of 2.5. While both properties are broadly comparable to TSH Centre, they are also much newer and display different characteristics in terms of size, proximity to public transport facilities like the MRT station and frontage. Further taking into account that their actual transacted prices could be lower than list prices especially given the challenging market conditions, we choose to err on the side of caution and peg the value of TSH Centre at S$727 psf of gross area, a 20% discount to the lower psf of the two properties. This would yield potential sale proceeds of S$16.8 million or almost double its book value. Consequently, TSH’s net cash position could balloon to S$40.6 million or about 2.1 times the current market capitalisation.

Using our earlier example of the investor buying S$1000 of TSH shares to illustrate, should the company succeed in selling TSH Centre, the investor would be getting in value S$2138 in cash in addition S$101 in short term securities and S$285 in other net assets. This is not even taking into account the proposed dividend of S$380 that the investor should receive by May 2016.

Given that the company will not be actively seeking new property development projects, we posit that the management might even choose to reward shareholders with more bumper dividend payments in future.

Figure 2: TSH is trading at a steep discount to just its current net cash position; discount set to increase even further if property is disposed as planned by management

Possible target for shareholder activists?

The Company’s shareholdings are fairly loosely controlled with the three biggest groups of shareholders, namely the Teo family, CEO Anthony Lye & his spouse and non-executive Chairman John Wong holding 48.2% in total, leaving the public free float at 51.8%. With more than 50% in the hands of the public, small market capitalisation and a cash loaded balance sheet, we think that TSH could potentially be targeted by activist shareholder groups. In the event this happens, value realisation could be expedited. We stress, though, that this should not be a primary reason for investors to buy into TSH. 

Figure 3: Top 3 shareholders own less than 49% of TSH’s total outstanding shares

Recommendation

With the stock trading at such a significant discount to just the value of its net cash and short term securities, TSH is a compelling buy. The buy case gets even stronger if the company manages to sell its freehold property even at the conservative price we have assumed. Add to the fact that a dividend of 3 S cts per share is set to be paid in the coming months, we believe the risk reward for an investment in TSH is too favourable for investors to ignore. The current price presents an excellent opportunity to accumulate its shares with limited downside risks. We are definitely buyers at this price.

Key Risks

Further deterioration in the company’s consumer electronics business could put pressure on the company’s cashflow and consequently its cash pile. However, this should be partially mitigated by the more stable homeland security business. The company has also generated on average positive free cash flows over the past 5 years which provides us with some comfort in its cash flow generating powers.

It has been a little more than a year since we set up stockresearchasia.com in early 2015 to provide Asia based investors with proprietary stock research. While we did not envision it at the beginning, 2015 has turned out on hindsight to be a tricky year for investors to navigate in Asian equity markets. And 2016, for now at least, has proven to be far worse. Many Asian markets have plunged in tandem with the global markets to levels last seen in 2012 or earlier, led by China and exacerbated by an oil price collapse. It is hard to predict when the malaise would end except it inevitably will. As Herb Stein famously remarked and we agree, “If something cannot go on forever, it will stop.” In the meantime, we should see the market throw up good buying opportunities, ones that we hopefully can continue to exploit to our advantage.

It is against this backdrop that we are proud to say that our calls in the last year or so have mostly been spot on.  To recap, we have made outright recommendations on six stocks, five listed on SGX (Memstar, Chuan Hup, PCRD, MILF, IPC) and one on Bursa (Abric). We have also, when deemed fit, made a few situational analyses (Falcon Energy, Kejuruteraan Samudra Timur, Tiger Airways), giving investors some insights into ongoing corporate actions or potential strategic options from a corporate finance perspective.

Performance of our picks

Overall, our recommendations have outperformed the benchmark indices on an absolute basis by an average of 23% as at 31 December 2015. The outperformance would have been more pronounced if annualised but we see the computation of such data misleading and academic in nature at best. The 5 buy recommendations generated an average total return (including dividends) of 13.9%. This includes the short term arbitrage of MIIF where profits were locked in after just 2 weeks. Excluding MIIF, the buy recommendations generated average returns of 16.5%. Memstar, our lone sell recommendation, was down 55.0% as at end 2015 before getting suspended for being unable to complete its reverse takeover of Longmen Group, the transaction risk of which we have flagged out multiple times over the course of the year. 

A summary of our performance is presented below accompanied by key updates on selected companies that we have covered:

Figure 1. Our recommendations have outperformed benchmark indices by a significant margin

Abric Berhad- cash realised from impending delisting

Following a year during which Abric has failed to find a suitable acquisition opportunity for it to extend its Bursa listing, the company has announced on 18 January 2016 that it will be going ahead with a delisting exercise. In conjunction with the delisting exercise, the company has announced a cash distribution of RM0.43 per share (vs last traded price of RM 0.48), which we estimate is roughly equal to its cash holdings less all liabilities as at September 2015 on a fully diluted basis. This does not include the approximately RM0.07 cash it was due to receive 12 months after the completion of disposal in December 2014 (i.e. December 2015).

As Abric has already announced its decision to dispose of its remaining assets and voluntarily wind-up, shareholders are expected to be entitled to a further cash distribution post delisting. We think that shareholders should also be able to realise an eventual amount close to the Company’s NAV of RM0.64 per share. With a finely balanced shareholding structure (controlling Ong family owns 35%, super minority Pui Cheng Wui 23% and others 42%, fully diluted assuming full conversion of warrants), minority shareholders can also take heart that their interests should be fairly taken care of post delisting. 

Memstar Technology- RTO woes not over

Memstar’s troubles in trying to complete the acquisition of Longmen Group continues unabated. In our previous report, we questioned Memstar’s over optimistic valuation of the target, then valued at US$420 million. Following the umpteenth supplemental agreement, the acquisition price has been revised downwards first to US$323 million in July, then to US$200 million in December, translating into an eye-popping 52.4% in reduction in value in less than a year! This is accompanied by a loosening in the conditions precedent of the acquisition particularly those pertaining to the Target group’s fund raising obligations. However, given the difficult current market conditions, we are still not optimistic that the conditions can be met even with the significantly lowered bar. And to add to shareholders’ woes, Memstar has suspended trading of its shares yet again on 6 January 2016. 

The only silver lining in all these is in SGX’s decision to grant the Memstar additional time (until end May 2016) to complete the acquisition. We can only hope that Memstar shareholders have taken heed of our multiple warnings and disposed of their holdings in time.

Chuan Hup Holdings- hit mainly by FX losses

When we first recommended Chuan Hup, it was on the back of its extremely robust balance sheet, under-appreciated assets and the possibility of a bumper dividend arising from its disposal of CHO shares to Falcon Energy. While Chuan Hup’s financial strength and asset backing have remained largely unchanged, we were disappointed in the board’s decision not to reward its shareholders with a bigger payout. It did announce and pay a total dividend of 3 cts though for its financial year ending 30 June 2015, representing a yield of almost 10% of the prevailing price when our report was first posted.

Results wise, Chuan Hup continues to be hit by the effects of a strengthening US dollar against both SGD and AUD even if its units’ underlying businesses have not deteriorated as much. PCI, its SGX listed electronics manufacturing arm, for example, recorded a 62% plunge in its latest 1Q16 profit after tax from US$1.6 million to US$0.6 million, largely due to a US$1.5 million foreign exchange loss (vs +US$0.1mil the year before). Strip that out and adjusting for mark-to-market profits/losses and the core profit would have remained almost the same as the 1Q15’s. Similarly, a US$6.1 million hit from foreign exchange losses was the main culprit for Chuan Hup reporting a loss of US$3.9 million for 1Q16 vs a profit of US$3.0 million in 1Q15.

For its joint venture property development projects in Australia, the results have been mixed. Toccata, which has been completed is almost fully sold. We estimate that only 10-15% of the sales have yet to be recognised. Meanwhile, Concerto, the largest of the 3 projects by development value, has sold an additional 50 units over the past 11 months to achieve 68% in total sales. With completion due only in 2017, we believe there is still enough time for the JV to ramp up sales to 80-85% or more, similar to what Toccata achieved at its completion. Sales in Unison on Tenth, however, has made little progress in the last few months in particular and 48% of its units remain unsold despite the fast approaching completion deadline. That said, as we have stressed in our previous report, we do not expect any negative cashflow impact from these projects as Chuan Hup’s main obligations in these is in injecting the land while Finbar contributed the working capital. 

Figure 2. Sales performance of Chuan Hup’s JV development projects have been mixed

As at the latest balance sheet date of 30 September 2015, we estimate that Chuan Hup still holds, after accounting for dividends paid after, adjusted net cash and short term securities worth S$0.194 per share or almost 73% of its last traded price of S$0.265, which should provide a strong buffer against the current market volatilities. 

Pacific Century Regional Development- delisting imminent if share buybacks continue

Since our report highlighting PCRD’s aggressive share buybacks and suggesting that this may be a prelude to majority shareholder Richard Li potentially privatising the company, PCRD has not shown any intent to restrain its share buyback activities. In the past 9 months, the company has acquired a further 89.1 million shares, shrinking the public float to a precariously low 10.2%. We estimate that the company can only acquire and cancel a further 5.1 million shares before its trading has to be halted pending a delisting decision to be made.

Figure 3. Aggressive share buyback from PCRD has shrunk public float precariously close to 10% threshold

To recap a point made in our update report on 5 May 2015:

“Under the current regulatory regime, there are a few ways that PCRD's privatisation could take place: through a general offer, a scheme of arrangement, a voluntary delisting or a forced delisting by SGX due to low free float (<10%) coupled with an exit offer. Based on current circumstances, we see the last two as the most likely options. Both would require a reasonable exit offer to be tabled and the appointment of an independent financial adviser ("IFA") to opine on the fairness of the offer as stipulated in the SGX listing rules. We note that IFAs tend to benchmark fair value of a company's shares to the market prices of its underlying assets where such values are available as in the case of PCRD. As such, we do not expect any exit offer, if it materialises, to deviate greatly from the fair value computed using this methodology in order to obtain a positive recommendation from the IFA.”

Figure 4. PCRD’s key underlying assets, HKT and PCCW, are up 6.9% and 3.5% respectively in the last 3 months and has held up well vs HSI, which declined 17% over the same period.

As at 22 January 2016, PCRD’s stakes in PCCW and HKT, both of which shares have held up well despite the recent market turmoil, is worth a total of S$0.61 per share. While it remains to be seen if the “reasonable” offer by Richard Li comes close to matching the market value of PCRD’s underlying assets in the event the mandatory delisting and exit offer is triggered, we believe that that any IFA appointed will use this as a benchmark to base its recommendation on. Richard Li would thus find it hard to justify offering an amount that is significantly less. With the shares trading at $0.37 as at 22 January 2016, we believe PCRD still has significant upside. 

Closing note

While our first year scorecard has certainly been encouraging, our focus is solely on longer term returns. In that regard, we do not expect our picks to be able to outperform the markets by such wide margins year in year out. However, we are confident that with a relentless focus on value and our core competencies, we would be able to generate a positive return on our picks relative to the market over the long run. 

Less than 2 days after our initial post diagnosing the current state of SIA’s takeover offer for Tigerair shares, SIA upped the ante by announcing that it has waived the 90% acceptance condition, making the offer unconditional in all aspects, as well as further extending the offer period to 5 February 2016 from 22 January. It also announced that shares it and its concert parties control including valid acceptances has reached 79.22% of total outstanding shares as at 8 January 2016. 

Our Take

We see the latest move by SIA as positive for SIA and minority shareholders of Tigerair who have either accepted or plan to accept the revised offer. Specifically for SIA, declaring the offer unconditional offers it a couple of advantages.

Higher chance of SIA getting to the compulsory acquisition threshold

Firstly, it means that SIA can now extend the offer beyond the 60th day (25 January 2016) to 5 February 2016. As explained in our previous post, an offer will not be allowed to extend beyond the 60th day after the date of posting of the Offer Document unless it has become or been declared unconditional. This is important for SIA as its ultimate aim is to be able to fully privatize Tigerair. Being able to extend the offer period gives it more time to accumulate acceptances and consequently a higher likelihood of bringing its total shareholdings across the compulsory acquisition threshold of 95.58%.

Opens up other privatization options in future

Furthermore, declaring the offer unconditional allows SIA to keep any shares tendered during the offer period even if its resultant shareholding ends up being less than 90%. From a strategic perspective, the tighter control opens up future privatization options such as a voluntary delisting via Rule 1307 of the SGX Listing Manual where, as the majority shareholder holding more than 75%, it will be able to vote through the delisting resolution subject to no more than 10% of shareholding votes present at the general meeting voting against it.

News is positive for shareholders who intend to accept…

For shareholders who have already accepted or intend to accept the revised offer, the waiver of the 90% acceptance condition gives them certainty of monetizing their holdings at the offer price. This is unlike under the previous scenario, where they would have to wait for SIA’s total shareholdings plus acceptance level to cross 90%.

…but not so much for dissenting shareholders.

On the other hand, shareholders who had intended to hold out with the expectation that SIA may revise the offer price upwards again, however low the possibility, will be solely disappointed to see their hopes dashed. For this group of shareholders, you may refer to Scenarios B and C depicted in our previous post.

It has been a full 2 months since Singapore Airlines Ltd (“SIA”) launched a much awaited takeover offer for all shares in Tiger Airways Holdings Ltd (“Tigerair”) it does not own. Yet, there seems to be a fair bit of hesitation amongst Tigerair minority shareholders in accepting the revised offer from SIA of $0.45 per share (up previously from $0.41). Some of the unhappiness stems from the fact that the Singapore national carrier paid a comparatively higher price of 67.8 cents per share to acquire a 7.3% stake from its parent company Temasek Holdings in December 2013.

While we will not weigh in on the fairness of the offer (there are enough market opinions/advice out there for minority shareholders to mull over with respect to that), we believe that shareholders should take note of some key issues when considering whether to ultimately accept SIA’s revised offer.

Figure 1: Will the Singapore national carrier succeed in fully taming the Tiger(air)? (Picture source: wikipedia, NT News)

Background

SIA initially launched an offer of $0.41 per share for all Tigerair shares not owned by it on 6 November 2015. The offer is conditional upon SIA’s total shareholding inclusive of valid acceptances hitting at least 90% before the end of the offer period. While the offer was originally slated to end on 28 December 2015, it was extended to 8 January 2016 after SIA fell way short of its target (74.5% then vs 90%).

On 4 January 2016, SIA revised the offer price to $0.45 and further extended the deadline to 22 January 2016 indicating at the same time that it does not intend to revise the price further.

Key points to note

Current offer vs consideration for Temasek’s shares in 2013

So is the SIA revised offer really worse off when compared to the consideration it paid for the Temasek sale shares as some believed? On the surface, it may seem so. After all, on an absolute per share basis, 45 cents per share is 34% less than the 67.8 cents SIA previously paid. This, however, has not taken into account the 85 for 100 rights issue in late 2014 during which Tigerair offered new shares to then existing shareholders at 20 cents per share. Once accounted for, the consideration paid during the Temasek purchase would have been adjusted down to 45.8 cents, just 2% higher than SIA’s current offer.

Furthermore, the current SIA offer that is taking place at a time when the market conditions are weaker (as measured by FSTE ST All Share index), is also superior when we compare other measures such as premium paid over prevailing market prices and the implied price to book ratio.

Figure 2: SIA’s current offer is no less compelling than that offered to Temasek in 2013

Hence, we think there is little evidence to suggest that the current revised offer is less compelling than that offered to Temasek for its shares in 2013.

Offer may not be extended by much longer due to regulatory restrictions

That SIA has extended its offer period twice so far in a bid to convince Tigerair minorities shows its resolve to take the ailing budget airline private. Still, shareholders who have yet to take up the offer should not expect another significant extension. This is because the Singapore Code on Takeovers and Mergers specifically provides that:

“No offer (whether revised or not) will be capable of becoming or being declared unconditional as to acceptances after 5.30 pm on the 60th day after the date the offer document is initially posted nor of being kept open after the expiry of such period unless it has previously become or been declared unconditional as to acceptances. An offer may be extended beyond that period of 60 days with the permission of the Council. The Council will consider granting such permission in circumstances, including but not limited to, where a competing offer has been announced.”

As the Offer Document was posted on 26 November 2015, this implies, by our calculation, that SIA would not be able to extend its offer period beyond 25 January 2015 (vs the current deadline of 22 January 2015) unless permission is sought from the Securities Industry Council (SIC), often in exceptional circumstances such as a competing offer. With SIA owning more than 57% as at 8 January 2016, not including acceptances as offer has not turn unconditional, it is hard to see the SIC allowing such an extension. 

Likely scenarios and their implications for shareholders

So given that SIA’s offer is unlikely to be revised or extended much further, shareholders should naturally be aware of the different scenarios that will play out come 22 January 2016 and how it will affect their options.  

Scenario A: SIA fails to hit the 90% shareholding threshold

As the offer is conditional upon SIA hitting the 90% shareholding threshold, the offer will lapse if SIA falls short of this level. Consequently, all Tigerair minority shareholders, regardless of whether they have previously accepted the offer, will retain all their original shareholdings and not receive any consideration from SIA for them. 

Scenario B: SIA reaches the compulsory acquisition level (95.58%)

Under Section 215(1) of the Companies Act of Singapore, SIA would be entitled to compulsorily acquire all shares held by the minority shareholders should it accumulate during the offer period, through valid acceptances or on-market acquisitions during the offer period at least 90% of all shares excluding those owned by it at the start of the offer.  Since SIA and its concert parties already owned 55.79% of Tigerair’s shares as at commencement of the offer, this follows that it will need to acquire another 39.79% (0.9 x 44.21%) during the offer period, hence a total of 95.58%, to have the right acquire all minority shareholdings. Under this scenario, all shareholders would have to sell their shares to SIA irrespective of whether they chose to accept the offer.

Scenario C: SIA reaches 90% but falls short of compulsory acquisition level (95.58%)

If the eventual shareholding of SIA falls between 90% and 95.58% during the offer period, the situation becomes a little more complex.

Firstly, the offer will still be declared unconditional and all shareholders who have tendered their shares prior to closing, will be entitled to receive the revised offer price for their shares.

For dissenting shareholders who chose not to accept the offer, you should note that under the SGX listing rules, any listed company with a public float of less than 10% will face a trading suspension imposed by SGX and an eventual delisting unless the company takes the necessary steps to restore the public float to the minimum level. As SIA has already explicitly indicated that it does not intend to restore the public float and retain the listing under this scenario, these dissenting shareholders will likely be holding shares in a private company post the offer period.

However, dissenting shareholders will still be able to require SIA to acquire their shares for a period of time after the offer period by invoking their rights under Section 215(3) of the Companies Act. This right kicks in as long as SIA acquires at least 90% of all Tigerair shares including those it held as at commencement of the offer. Shareholders should note the difference between their right to require their Tigerair shares to be acquired by SIA and the right by SIA to compulsorily acquire theirs.

Should the dissenting shareholders choose neither to accept the revised offer nor to invoke their rights under Section 215(3) of the Companies Act, they will remain as minority shareholders of an unlisted Tigerair. While such a situation may not be ideal given that they will no longer have the benefit of being able to trade their Tigerair shares on SGX, there have been instances (the CK Tang privatisation in 2009 comes to mind) where holding out may pay off eventually in the form of an improved offer in future if Tigerair shares are indeed being undervalued by SIA’s current offer as they might believe.

Final Note

We may have taken all reasonable efforts to verify the information we presented in order to provide shareholders and investors in general with a good overview of the key issues pertaining to the SIA offer. Nevertheless, we encourage all investors and shareholders alike to familiarise themselves with key regulations governing a takeover offer including the SGX Listing Manual, Singapore Companies Act Section 215 and the Singapore Code on Takeovers and Mergers. This is so that they would be better equipped to evaluate their options and make better investment decisions should circumstances similar to this arise in future. 

(All currency in SGD unless stated)