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Banca Monte dei Paschi Siena (BMPS)- Another deeply discounted rights issue “Italo style”

Capital Raising in Italy is always worth looking into. Not always as an investment, but almost always in order to see interesting and unusal things. I didn’t have BMPS on my active radar screen, but reader Benny_m pointed out this interesting situation.

Banca Monte dei Paschi Siena, the over 600 year old Italian bank has been in trouble for quite some time. After receiving a government bailout, they were forced to do a large capital increase which they priced in the beginning of last week.

The big problem was that they have to issue 5 bn EUR based on a market cap of around 2,9 bn.

After a reverse 1:10 share split in April, BMPS shares traded at around 25 EUR before the announcement. In true “Italian job” style, BMPS did a subscription rights issue with 214 new shares per 5 old shares at 1 EUR per share, in theory a discount of more than 95%.

The intention here was relatively clear: The large discount should lead to a “valuable” subscription right which should prevent the market from just letting the subscription right expire. What one often sees, such as in the Unicredit case is the following:

- the old investors sell partly already before the capital increase in order to raise some cash for the new shares
- within the subscription right trading period, there will be pressure on the subscription right price as many investors will try to do a “operation blanche”, meaning seling enough subscription rights to fund the exercise of the remaininng rights. This often results in a certain discount for the subscription rights

In BMPS’s case, the first strange thing ist the price of the underlying stock:

BMPS IM Equity (Banca Monte dei  2014-06-16 13-51-34

Adjusted for the subscription right, the stock gained more than 20% since the start of the subscription right trading period and it didn’t drop before, quite in contrast, the stock is up ~80% YTD. As a result of course, the subscription right should increase in value. But this is how the subscription rights have performed since they started trading:

MPSAXA IM Equity (Banca Monte de 2014-06-16 13-59-10

It is not unusual that the subscription rights trade at a certain discount, as the “arbitrage deal”, shorting stocks and going long the subscription right is not always easy to implement.

At the current price however, the discount is enormous::

At 1,95 EUR per share, the subscription right should be worth (214/5)* (1,95-1,00)= 40,66 EUR against the current price of 18 EUR, a discount of more than 50%. The most I have seen so far was 10-15%. So is this the best arbitrage situation of the century ?

Not so fast.

First, it seems not to be possible to short the shares, at least not for retail investors. Secondly, different to other subscription right situations, the subscription right are trading extremely liquid. Since the start of trading on June 9th, around 560 mn EUR in subscription rights have been traded, roughly twice the value of the ordinary shares. The trading in the ordinary shares themselves however is also intersting, trading volume since June 9th has been higher than the market cap.

Thirdly, for a retail investors, the banks ususally require a very early notice of exercise. So one cannot wait until the trading period and decide if to exercise or not, some banks require 1 week advance notice or more. My own bank, Consors told me that I would need to advice them until June 19th 10 AM, which is pretty OK but prevents me from buying on the last day.

In general, in such a situation like this the question would be: What is the mispriced asset, the subscription right or the shares themselves ? Coming from the subscription right perspective, the implicit share price would be 1+ (18/((214/5)*1,95-1)))= 1,44 EUR. This is roughly where BMPS traded a week before the capital increase.

For me it is pretty hard to say which is now the “fair” price, the traded stock price at 1,95, the implict price from the rights at 1,44 or somewhere in between. As the rights almost always trade at a discount, even in non-Italian cases, one could argue that there might be some 10-15% upside in buying the shares via the rights. On the other hand, I find the Italian stock market rather overheated at the moment and the outstanding BMPS shares are quite easy to manipulate higher due to the low market cap of the “rump shares” at around 200-250 mn EUR.

The “sure thing” would be to short the Stock at 1,96 EUR, but that doens’t seem to be possible.

Summary:

Again, this “Italian right” capital raising creates a unique situation, this time with a price for the subscription right totally disconnected from the share price.

Nevertheless I am not quite sure at the moment what to to with this. One strategy would be to buy the subscription right now and then sell the new shares as quickly as possible, but it looks like that this is exactly what the “masterminds” behind this deal have actually want investors to do. They don’t care about the share price, they just want to bring in 5 bn EUR in fresh money and an ultra cheap subscription right is the best way to ensure an exercise. In this case we should expect a significant drop in the share price once the new shares become tradable. So for the time being am sitting on the sidelines and watch this with (great) interest as it is hard for me to “handicap” this special situation at the moment.

Some links

“Kojak” Mark Mobius on Emerging Marktes and FPA’s Steven Romick likes Russia

Frenzel and Herzing with a nice write up on Banque Priveé Rothschild

Prosperity capital, a Russian focused und has an interesting “Russian company of the month” website

Damodaran tries to value Yahoo

The Wertart Blog likes Austrian Lenzing

VERY interesting paper on Momentum from Cliff Assness (AQR)

And instead of writing a summary of Berkies annual meeting, just read this post from Jeff Mathews. The only point to disagree: The movie was really crap.

They day on which George Soros broke the Pound 22 years ago.

Some links

Bob Robotti presentation on Subsea 7, a Norwegian Oils service company

How to start an ETF by Meb Faber

A pretty good 90 item investment check list (via Aleph blog)

A deep look into the current status of the Spanish economy. My take: Don’t bet on tising interest rates in the Euro zone…….

Nate from Oddball on the virtues of attending shareholder meetings from small companies

The book “Sustainable Energy” looks like it is worth reading

And a very interesting reading list from the Bull, Bear & Value blog

Some Links

Highly recommended: First Quarterly report of the new “Profitlich-Schmidlin” fund with short summaries of all positions (in German). Interesting portfolio and interesting strategy. Good luck !!

Short write up on Aggreko, an interesting UK company

Great story how stock picking legend Julian Robertson seemed to have lost it in 1996

Old School Value with a short thesis on Weight Watchers, a favourite among many value blogger. For a long thesis for instance look here.

Mebane Faber has developed a new ETF which invests into the 10 cheapest countries globally

Conference notes from the 2014 Value Investing congress in Las Vegas can be found here. As always, Zeke Ashton’s case looks interesting, although his BMW pitch looks pretty similar to that one from RV Capital a few months ago.

For all those who are desperately waiting for the next crash: A short overview of 240 years of financial crisis

Some links

The Graham Holding deal – another example why only Warren BuffetT can invest like Warren BuffetT.

The Emerging Market slowdown hits many “rich world” companies

HIGHLY RECOMENDED: I never knew that John Hempton from Bronte is actually publishing monthly letters and performance (Hat tip to Al Sting). Read all of them, for instance September 2013 on why they are short Swedish quality companies or how they got squeezed out from a crowded short.

The Aleph blog has a great series on how Berkshire Hathaway is actually structured. Part 2 with the somehow dodgy trust structure has been extremely interesting.

Wexboy on how to come up with investment ideas (Spoiler: read a lot and then some more…)

Finally, the always great Brooklyn investor with a nice analysis of DirecTV, the largest “non-BuffetT” position at Berkshire.

Short cuts: Gronlandsbanken, SIAS SpA, Thermador, April

Gronlandsbanken

Already some weeks age, Gronlandsbanken reported 2013 numbers and published their 2013 annual report, which is again a must read for anyone interested in Greenland. The bank seems to be a little bit more optimistic than last year.

Profit was around 10% lower than in 2012, which is not bad for a stagnant economy. The dividend has been kept stable which means the dividend yield of around 7,8% at current prices. Overall, Gronlandsbanken in my opinion still offers a lot of positive optimality, although it might need a few more years to really see an impact of potential large-scale mining projects. Better than with a “classical” option, I get paid for waiting.

SIAS Spa

Sias released 2013 results last week (in Italian only). Traffic was again down compared to 2012, but revenues increased due to the purchases out of the South America proceeds. They earned 0,61 EUR per share resulting in a trailing P/E of 13.8. For a “average” company like SIAS, this is already relatively expensive in my opinion, so I will sell down half of my current position (5,3%) at current prices, which would result in a profit of close to 100% for this part.

Thermador

Finally, Thermador released 2013 numbers and its English language annual report. Sales declined in a tough market by -2%, profit slightly more from 4.96 EUR per share to 4,68 EUR. Cash flow however was very strong due to a significant release of working capital, net cash is now around 32 mn EUR or ~ 7,4 EUR per share. The cash adjusted P/E of around 14 for a high quality firm like Thermador is in my opinion still adequate.

April SA

Already a few day<s ago, April presented preliminary 2013 results. Overall profits were a little bit lower than in 2012 resulting in 1.22 EUR Earnings per share against 1,38 EUR in 2012. Although this is the 5th decline in a row, this time the reason seems to be almost exclusively in the lower interest rates. I think one can expect that from a operational point of view, the bottom should be near.

Interestingly, they still earn very nice ROCEs even at those depressed levels. Adjusted for cash, they trade at single digit P/E which implies in my opinion still a good risk/return relationship.

Some links

Must Read: Sequoia fund 2013 annual letter. They had a good year but didn’t make a single new investment in 2013

Wintergreen fund 2013 letter. Not a good year for them.

A very good lecture on value investing by Vito Maida, the boss of Canadian firm Patient Capital (nice name for a value investing company by the way…)

A “sober view” on the crisis in Ukraine and the success story of another “divorce victim” Slovakia

Finally a “new” blog which I found interesting:

Strictly Financial, a blog of two financial professionals with some interesting post for instance on Korean Preferred shares or the Whatasapp transaction

Follow up: East Asiatic Company (DK0010006329) – Sale of Venezuelan Business

East Asiatic was part of my “strange stocks” series almost a year ago.

The stock looked extremely cheap, but the issue was that for their Venezuelan, they had to use the official Bolivar exchange rate. That was my final assessment:

All in all, EAC is not only a “strange” stock but also an interesting stock. Although both subsidiaries are struggling, I see some “real option” value here. The Santa Fe business, if the execute as planned, is worth more or less the whole market cap at the moment. Therefore, Plumrose, the Venezuelan pork producer is like a “free” option betting on a better future for Venezuela. This future is highly uncertain, but some positive signs are also visible.

Now something interesting happened: EAC announced last week that they sold its Venezuelan Business for DKK 390 mn and plan to pay a special dividend of 16 DKK:

• EAC divests Plumrose for a total consideration of approx. DKK 390m
• Due to the requirement under IFRS accounting standards to use the official VEF/USD exchange
rate, the transaction entails a significant accounting loss. However, when measured at the parallel
market VEF/USD exchange rate, the price represents a gain over book value.
• EAC’s Board of Directors considers the price attractive and intends to distribute DKK 200m to
EAC’s shareholders as an interim dividend (DKK 16 per share) once the consideration has been
received in full.

The shareholder friendly approach of the company can be seen via the video they produced, where they are explaining why they sold (very funny, Danish with English subtitles).

With a current market cap of ~1.100 mn DKK, receiving 390 mn DKK in cash is not insignificant. What remains is the Santa Fe subsidiary. That’s what i Wrote back then:

Simple valuation of Santa Fe:

Plan: 5% CAGR until 2016, 300 mn EBITDA. EV/EBITDA of 6-8x realistic ?

Current borrowings 500 mn, growth by 5% in line with sales –> 600 mn debt in 2016

EV of 1.800 -2.400 –> equity value of 1.200 -1.800 in 2016. Discount by 15% for 3 years: NPV of Santa Fee according to this: 790 – 1.180 mn DKK

The problem with that projection is: Santa Fee is not doing well at the moment. Based on the latest Q3 report, Sales for the first 9 months declined by 2% and EBITDA declined even more from 121 mn DKK 9M 2012 to 93 mn DKK 9M 2013. So achieving 300 mn EBITDA in 2016 looks somehow optimistic.

Interestingly, the stock price spiked quickly after the announcement but is now already on the way back down:

If we assume EBITDA for Santa Fe of around 130 mn DKK this year, this business is now implictly valued around 8-9 times EV/EBITDA. Maybe on a depressed level but as I am not a turnaround investor, I will pass on East Asiatic for the time being. Nvertheless, at some point in time, EAC could be a buy if the price stays low and they manage to turn around their remaining operations.

Some links

If you read only one piece this weekend, then read RV Capital’s 2013 investor letter with some really deep thoughts from a great investor.

WertArt Capital has a great post on Dundee Capital.

A good overview on Korean Preferred stocks can be found here

Cassandra on an epic short squeeze in the Japanese market

The “joyful investor” with a great analysis of Standard Chartered Bank. Standard Chartered is on my list for the Emerging Markets series …..(Great blog by the way).

Finally a link to a very interesting blog which has a lot of good stuff, among others a series on the UK alternative market AIM: Investing Sidekick. Check it out !!!

By the way, I am happy to link to any good investment blog out there. Just send me an Email.

AND of course do I wait for Warren BuffetT‘s 2013 letter which is supposed to come out this week-end……

UPDATE -THERE IT IS: BERKSHIRE 2013 SHAREHOLDER LETTER

Distressed debt: Quick update IVG convertible – insolvency plan released

As a former IVG convertible investor, I still follow what is happening there in order to learn how this “new” German bankruptcy process works.

Yesterday, IVG came out with their “insolvency plan”. Some of the detail sare:

- not surprisingly, shareholders and Hybrids get fully wiped out
- they actually plan to delist the stock
- part of the secured loans (Syn loan II) experience no hair cut at all and receive even interest
- the other part (Syn loan I, LBBW loan) AND the convertible get shares in the “NEwCo”
- The convertible holders will get 20% of NewCo which, without giving details is calculated as a 68% recovery

What I find especially interesting is the fact that the convertible still trades at around 75%:

What that means is that convertible holders think that the stock they will receive is worth a lot more than 68% even if it comes in a non-listed form and will be hard to sell.

This in fact means that in theory, under a completely “fair” insolvency proceeding, something could have been left for the Hybrid holders. Under the current insolvency regime, however it seems to be really possible to kick out subordinated holders even if the asset value would imply some recovery as the hybrid holders are not a creditor group.

For me, this doesn’t look fair. It is a clear invitation to distressed debt funds to look at German companies with significant hybrid debt, force them into bankruptcy and kick out the hybrid holders at zero.

Maybe this is also the reason why they want to delist the stock, so that the “True” recovery does not become public directly after the debt/equity swap.

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