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Frasers Logistic & Industrial Trust IPO

If i remember correctly, that' s what we did at ESR-Viva merger

chengwh1      ( Date: 01-Dec-2019 19:10) Posted: Hmm,...in your workings below, you were using ONLY the respective closing prices for FLT and FCOT to compute your ratio to be given to FCOT. My opinion is we should use both navs, and then extrapolate this against the closing price of the acquirer. No problem if FCOT unitholders are okay with your formula. I' m okay too,... the FCOT unitholders should decide for themselves what is the right formula. I' m not an FCOT unitholder. I' m holding FLIT now at $0.99 per unit. laksaman57      ( Date: 01-Dec-2019 15:54) Posted: My guess ... with closing price FLT $1.24/FCOT $1.67 ...each FCOT share possibly gets Case 1 - $0.0000 + 1.347 FLT Case 2 - $0.0835 + 1.280 FLT Case 3 - $0.1670 + 1.212 FLT Case 4 - $0.2505 + 1.145 FLT Each case will result in  lower price-to-nav ratio.

 

Frankly,... I have no issue with FLT' s leverage ratio after the merging. One advantage abt merging with FCOT is the FCOT leverage ratio is very low. This effect will even out FLT' s higher number.

laksaman57      ( Date: 01-Dec-2019 18:32) Posted: " FLT......remains well positioned with a gearing of 34.6%, providing the REIT with a debt headroom of A$585 million."

 

Hmm,...in your workings below, you were using ONLY the respective closing prices for FLT and FCOT to compute your ratio to be given to FCOT.

My opinion is we should use both navs, and then extrapolate this against the closing price of the acquirer.

No problem if FCOT unitholders are okay with your formula. I' m okay too,... the FCOT unitholders should decide for themselves what is the right formula. I' m not an FCOT unitholder. I' m holding FLIT now at $0.99 per unit.

laksaman57      ( Date: 01-Dec-2019 15:54) Posted: My guess ... with closing price FLT $1.24/FCOT $1.67 ...each FCOT share possibly gets Case 1 - $0.0000 + 1.347 FLT Case 2 - $0.0835 + 1.280 FLT Case 3 - $0.1670 + 1.212 FLT Case 4 - $0.2505 + 1.145 FLT Each case will result in  lower price-to-nav ratio.   chengwh1      ( Date: 01-Dec-2019 14:39) Posted: Last traded price for FCOT was higher. If we use this higher price, FCOT units will be translated into MORE FLT units. Wouldn' t they want to use their higher last close price rather than our FLT' s lower last close price ?

 

" FLT......remains well positioned with a gearing of 34.6%, providing the REIT with a debt headroom of A$585 million."

 

My guess ... with closing price FLT $1.24/FCOT $1.67 ...each FCOT share possibly gets
Case 1 - $0.0000 + 1.347 FLT
Case 2 - $0.0835 + 1.280 FLT
Case 3 - $0.1670 + 1.212 FLT
Case 4 - $0.2505 + 1.145 FLT

Each case will result in  lower price-to-nav ratio.

 

chengwh1      ( Date: 01-Dec-2019 14:39) Posted: Last traded price for FCOT was higher. If we use this higher price, FCOT units will be translated into MORE FLT units. Wouldn' t they want to use their higher last close price rather than our FLT' s lower last close price ?? laksaman57      ( Date: 01-Dec-2019 13:47) Posted: When it come to merger it's uses last traded price for both reit. That's why both half at the same time. So use $1.2

 

Last traded price for FCOT was higher. If we use this higher price, FCOT units will be translated into MORE FLT units. Wouldn' t they want to use their higher last close price rather than our FLT' s lower last close price ??

laksaman57      ( Date: 01-Dec-2019 13:47) Posted: When it come to merger it's uses last traded price for both reit. That's why both half at the same time. So use $1.24 chengwh1      ( Date: 01-Dec-2019 13:27) Posted: Wahh,... according to my framework (and calculations), if we use FCOT' s final price prior to the trading halt as reference to ' compensate' FCOT unitholders, each FCOT unit held will translate into 2.8 FLT units for the ' new' REIT. If FLT is the acquirer, why do we not use FLT' s  final price prior to the trading halt as reference ? FLT' s final price was $1.24

 

When it come to merger it's uses last traded price for both reit. That's why both half at the same time. So use $1.24

chengwh1      ( Date: 01-Dec-2019 13:27) Posted: Wahh,... according to my framework (and calculations), if we use FCOT' s final price prior to the trading halt as reference to ' compensate' FCOT unitholders, each FCOT unit held will translate into 2.8 FLT units for the ' new' REIT. If FLT is the acquirer, why do we not use FLT' s  final price prior to the trading halt as reference ? FLT' s final price was $1.24 ? laksaman57      ( Date: 30-Nov-2019 21:32) Posted: FLT acquiring FCOT at lasted traded price of $1.67 which glaringly close to its NAV will definitely help normalised its present high price-to-nav valuation and attract greater institutional investor interest and justify a higher post merger unit price. It will be a WIN-WIN just like ESR/Viva merger.

 

Many unitholders are assuming FLT will be the acquirer. Let' s say FLT is the acquirer !

As of end-FY19, ending on September 30th., 2019, based on audited results, the following are the nav per unit :-
1) FLT = $0.95 per unit.
2) FCT = $1.61 per unit.
The GER (Gross Exchange Ratio) = 1.61/0.95 = 1.6947.
The final closing price of FLT prior to ' Halt' on Thursday morning at 8.02am was : $1.24..
To make a long calcuation short, the final exchange ratio = 1.6947 x $1.24 = 2.10 units.

Hence, each FCOT unit will need to be transated into 2.10 FLT units post-merger. This ' translation' can be settled in the form of, say 90% units and 10% cash consideration.

I hoped the mgr would accord us a good ' translation' here so that our dpu will be maximised post-merger.

 

Looks like only we, FLT unitholders are discussing here.

I posted my first input below over at the FCOM thread too,... no input yet till now,...

 

Wahh,... according to my framework (and calculations), if we use FCOT' s final price prior to the trading halt as reference to ' compensate' FCOT unitholders, each FCOT unit held will translate into 2.8 FLT units for the ' new' REIT.

If FLT is the acquirer, why do we not use FLT' s  final price prior to the trading halt as reference ? FLT' s final price was $1.24 ?

laksaman57      ( Date: 30-Nov-2019 21:32) Posted: FLT acquiring FCOT at lasted traded price of $1.67 which glaringly close to its NAV will definitely help normalised its present high price-to-nav valuation and attract greater institutional investor interest and justify a higher post merger unit price. It will be a WIN-WIN just like ESR/Viva merger.    machop      ( Date: 30-Nov-2019 17:03) Posted: What reason do u think will make FLT unitholders accept the merger? DPU accretion probably low single digits, which can be achieved by acquiring the sponsors assets in europe and australia.  Seems more positive for FCOT than FLT.

 

Sorry,... forgot to answer your question earlier.

This cash consideration will need to be raised, and yes, debt may be taken to raise this cash.

 

Yes,... assuming FLT is the acquirer now, then FLT needs to find a way to ' compensate' FCOT unitholders in a fair manner so that FCOT unitholders will agree to this merger. Since FCOT' s nav is higher on Sept 30 (audited value), logocally, FCOT' s unitholders will receive a higher ratio of each FLT' s equivalent unit.

This higher ratio may be provided in the form of units only, but if this happens, the unit base size may grow too large, and this will dilute our dpu and nav too much. Hence, part of this ratio may be provided in the form of cash component or cash consideration.

machop      ( Date: 30-Nov-2019 18:42) Posted: Sorry if my question sounds noob, still trying to learn abt all these things.  If FLT acquired FCOT, wouldn' t it also have to raise debt to fund the cash portion of the compensation? Trying to draw parallels between this and the ESR-VIT merger where ESR' s gearing went up to 42% post merger, i assume that was because they took on debt to acquire VIT at above book value?  chengwh1      ( Date: 30-Nov-2019 17:26) Posted: Yeah,... FLT is more expensive than FCOT, mkt price of $1.24 at a per unit nav of $0.95. FCOT' s price stands at $1.67 only with per unit nav of $1.61. FLT' s and FCOT' s master is the same entity,... they will have upperhand to make this go through. To look at things on a brighter side, FCOT' s gearing is lower and its nav is higher than FLT' s. Hence, these two qualities may improve FLT' s currenct attributes. With lowered gearing and higher nav, FLT' s debt headroom may improve for further dpu-accretive acquisitions

 

there likely to be a friendly merger works for the benefit of both sides of unitholders.

 

Definitely there must be tangible goodies.
Merger is not a pure number play of nav, cost saving, etc but must  take into consideration of unit holders " feeling" . 

Goldfinger      ( Date: 30-Nov-2019 19:26) Posted: There must be some tangible goodies for investors else they will not vote in favour at the EGM.

 

FLT acquiring FCOT at lasted traded price of $1.67 which glaringly close to its NAV will definitely
help normalised its present high price-to-nav valuation and attract greater institutional investor
interest and justify a higher post merger unit price. It will be a WIN-WIN just like ESR/Viva merger. 
 

machop      ( Date: 30-Nov-2019 17:03) Posted: What reason do u think will make FLT unitholders accept the merger? DPU accretion probably low single digits, which can be achieved by acquiring the sponsors assets in europe and australia.  Seems more positive for FCOT than FLT.  laksaman57      ( Date: 30-Nov-2019 15:23) Posted: Think the cash back from FLT to FCOT should be good enough to convince FCOT unitholders to accept merger.

 

There must be some tangible goodies for investors else they will not vote in favour at the EGM.

 

Sorry if my question sounds noob, still trying to learn abt all these things. 
If FLT acquired FCOT, wouldn' t it also have to raise debt to fund the cash portion of the compensation? Trying to draw parallels between this and the ESR-VIT merger where ESR' s gearing went up to 42% post merger, i assume that was because they took on debt to acquire VIT at above book value? 

chengwh1      ( Date: 30-Nov-2019 17:26) Posted: Yeah,... FLT is more expensive than FCOT, mkt price of $1.24 at a per unit nav of $0.95. FCOT' s price stands at $1.67 only with per unit nav of $1.61. FLT' s and FCOT' s master is the same entity,... they will have upperhand to make this go through. To look at things on a brighter side, FCOT' s gearing is lower and its nav is higher than FLT' s. Hence, these two qualities may improve FLT' s currenct attributes. With lowered gearing and higher nav, FLT' s debt headroom may improve for further dpu-accretive acquisitions. machop      ( Date: 30-Nov-2019 17:03) Posted: What reason do u think will make FLT unitholders accept the merger? DPU accretion probably low single digits, which can be achieved by acquiring the sponsors assets in europe and australia.  Seems more positive for FCOT than FLT.

 

Yeah,... FLT is more expensive than FCOT, mkt price of $1.24 at a per unit nav of $0.95. FCOT' s price stands at $1.67 only with per unit nav of $1.61. FLT' s and FCOT' s master is the same entity,... they will have upperhand to make this go through.

To look at things on a brighter side, FCOT' s gearing is lower and its nav is higher than FLT' s. Hence, these two qualities may improve FLT' s currenct attributes. With lowered gearing and higher nav, FLT' s debt headroom may improve for further dpu-accretive acquisitions.

machop      ( Date: 30-Nov-2019 17:03) Posted: What reason do u think will make FLT unitholders accept the merger? DPU accretion probably low single digits, which can be achieved by acquiring the sponsors assets in europe and australia.  Seems more positive for FCOT than FLT.  laksaman57      ( Date: 30-Nov-2019 15:23) Posted: Think the cash back from FLT to FCOT should be good enough to convince FCOT unitholders to accept merger.

 

What reason do u think will make FLT unitholders accept the merger? DPU accretion probably low single digits, which can be achieved by acquiring the sponsors assets in europe and australia. 
Seems more positive for FCOT than FLT. 

laksaman57      ( Date: 30-Nov-2019 15:23) Posted: Think the cash back from FLT to FCOT should be good enough to convince FCOT unitholders to accept merger. chengwh1      ( Date: 30-Nov-2019 14:16) Posted: Sure bro,... assuming we use another model to workout this merging : say,.. FLIT acquiring FCOT. How would you work out the maths for this, in terms of the expected Theoretical Ex-Merging Price (TEMP), or sometimes called the Issue Price, and the NAV for both FLIT and FCOT...

 

Many possible cashback-to-%FLT combi if FLT acquire FCOT

laksaman57      ( Date: 30-Nov-2019 15:23) Posted: Think the cash back from FLT to FCOT should be good enough to convince FCOT unitholders to accept merger. chengwh1      ( Date: 30-Nov-2019 14:16) Posted: Sure bro,... assuming we use another model to workout this merging : say,.. FLIT acquiring FCOT. How would you work out the maths for this, in terms of the expected Theoretical Ex-Merging Price (TEMP), or sometimes called the Issue Price, and the NAV for both FLIT and FCOT...