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29-Jan-15: Panta Event Note (Rexam, Kuoni Reisen, Home Retail Group, Gamesa) standard

– Rexam plc (REX LN): Ball Corp announced largely in line 4Q15 results yesterday:  BLL reported 4Q15 EPS of $0.80, ahead of $0.75 consensus, however the beat was mainly  driven by a lower tax rate ($0.08); FY FCF of $558mm ex-Rexam deal costs was roughly in-line with previous guidance (~$550mm) & consensus. Company did not provide much update on Rexam:  it just stated that it expects the Rexam transaction to close on time in the 1H16, that discussions with FTC were progressing and that it did not expect much tax leakage from the asset sales and have means of offsetting the headwind. Although these numbers were largely non-event, these numbers confirm again the high FCF generating capacity of can makers (and the attraction of become a larger player ...

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27-Jan-15: Panta Event Note (BG Group, Kuoni Reisen, Ten Cate, Home Retail Group) standard

– BG Group plc: Crucial Shell vote has kicked off (with room less than half full) – to be followed live here: communication of shareholder approval (or not) for BG deal will not be immediately communicated following the vote, but will communicated later today in a separate release (we would assume early PM today). The tension… – Kuoni Reisen Holding AG (KUNN SW): Swiss publication Finanz und Wirtschaft reporting that the sale of all 3 divisions of Kuoni in one package is just a matter of days, according to 3 sources close to Kuoni. Although we continue to like the situation and believe the sale is imminent, the price above CHF 310 might have run ahead of itself, and now we ...

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26-Jan-15: Panta Event Note (Deutsche Wohnen/Vonovia; BG Group; Darty) standard

– Deutsche Wohnen (DWNI GY) / Vonovia (VNI GY):  Vonovia announced it was lowering the minimum acceptance level to 50% from 57% on an undiluted basis (44% on a fully diluted basis) for Deutsche Wohnen’s tender offer. Customary under German take over law, when a condition/price gets adjusted, the (initial) acceptance period will be prolonged by law by two weeks (to 9 February). This extension of offer period is not the same as the mandatory subsequent offer period, which will start immediately after the end of the (initial) acceptance period closing (however this mandatory subsequent offer period, will only happen in Vonovia secures 50% by 9 February). Vonovia also announced that i) it was ruling out the alleged possibility of accepting a minority position in ...

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Darty plc / Groupe Fnac SA: Solid deal with too wide spread standard

– Darty plc (DRTY LN) / Groupe Fnac SA (FNAC FP): Although Darty/FNAC represents a smaller deal with lower liquidity (trades average around $0.5m), we believe this situation has been slightly overlooked, and we consider the spread at more than 10% attractive to set up (spread has already tightened significantly since we highlighted the existence of the situation/wide spread) .  Given main risk relates to timing risk on French competition approval, we would look to set up the spread above Gbp 11 (terms: 1 DRTY = 0.027 FNAC) or about 12% annualised on worse case end of 2016 closing, as this is a stringent UK governed Scheme without any issues with shareholder approvals or substantial regulatory blocking risk, while there is presence of timing upside should ...

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25-Jan-16: Panta Event Note (BG Group; Tessenderlo Chemie, Wincor Nixdorf, Home Retail Group) standard

– BG Group plc (BG/ LN): Various UK press publications (Mail on Sunday, Sunday Times, City AM) highlighting that Shell shareholder approval should now be very straightforward. Also Dutch financial newspaper FD reporting that although the Dutch representative group for minority/retail shareholders Vereniging van Effectenbezitters (VEB) still had some outstanding questions for Shell ahead of the vote, the association had surveyed 2000 of its members and 74% supported Shell’s takeover of BG. With record date for Shell vote set for today at 7pm, vote is now almost a mere formality. Done deal now. – Tessenderlo Chemie (TESB BB): As highlighted by us from the outset (highlighting the highly questionable corporate governance and how unfair the Picanol/Tessenderlo Chemie ‘merger’ was for Tessenderlo ...

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22-Jan-15: Panta Event Note (BG Group, Ten Cate, Syngenta, Home Retail Group) standard

– BG Group plc (BG/ LN): With the deal now coming in its last straight line before the crucial Shell shareholder vote (next Wednesday 27 January), more of Shell’s shareholders are now coming in favour of the deal. With i) the deal now having won support of all 3 proxy advisors (ISS, Glass Lewis, PIRC), ii) public comments by Shell shareholders having been more than not in favour of the deal, with no large/reference shareholders against (see updated list below),  iii) Shell having a history of shareholders voting alongside Shell’s board, and iv) BG and Shell’s (production/growth) results earlier this week displaying that Shell is better off with than without BG, Shell’s shareholder approval now almost looks like a given. Shell’s proxy advisor ...

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20-Jan-15: Panta Event Note (BG Group, Ten Cate, Delhaize/Ahold) standard

– BG Group (BG/ LN): Both Shell and BG Group reported preliminary results for 4Q15: i) Despite reiterating guidance for the 2016 dividend, cost savings and capital spending reductions, Shell’s quarterly results missed vs consensus due to weaker-than-expected downstream results, with 4Q15 net income of $1.6-1.9b about 11% below consensus; and ii) BG reported largely in line results, with average E&P production volume of 704kboed ahead of guidance of 680-700kbde,  FY15 net income of at least $2.3b vs 2.3b consensus. Although crude prices keep crashing, these comforting BG numbers (with focus on production growth) further add to Shell’s deal rationale (whose own production numbers are falling) and Shell looks to be better off with BG rather than without it. We have spoken to Shell’s proxy solicitor who ...

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19-Jan-16: Panta Event Note (USG People, Bang & Olufsen, Ocado Group, SABMiller) standard

We are in the process of building and integrating a real-time messaging system for vetted event-driven investment professionals, where approved persons (with option to remain anonymous) can join in discussing and interacting on European event driven situations – please contact us at research@pantacapital.com to get further information. – USG People (USG NA): As customary with an announced intended offer in Netherlands, companies provided a joint status update, stating that: ‘ Companies are making timely progress on the preparations for the Offer, with Recruit expected to submit a request for AFFM approval by Mar 15, and that Recruit will publicly announce the availability of the offer memorandum and commencement of the offer period which is currently expected to commence in April 2016.’  With an expected 8 weeks offer period, this vanilla ...

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18-Jan-15: Panta Event Note (Rexam plc, Home Retail Group plc, Sulzer Ltd) standard

We are in the process of building and integrating a real-time messaging system for vetted event-driven investment professionals, where approved persons (with option to remain anonymous) can join in discussing and interacting on European event driven situations – please contact us at research@pantacapital.com to get further information. – Rexam plc (REX LN): Friday afternoon, Ball announced that its offer for Rexam had received conditional regulatory clearance in Europe and disclosed the divestitures it is required to make in Europe (10 existing European Ball’s beverage can plants (Rugby and Wrexham in the U.K.; Weissenthurm, Hassloch, and Hermsdorf in Germany; Oss in the Netherlands; Radomsko in Poland; and La Ciotat in France), Ball’s two end plants (Deeside in the U.K. and Braunschweig in Germany), and two of Rexam’s ...

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14-Jan-15: Panta Event Note (Home Retail Group; Tessenderlo Chemie; Syngenta; Ten Cate) standard

– Home Retail Group (HOME LN): After Home Retail confirmed last night that it is in advanced discussions for the potential sale of Homebase to Wesfarmers for £340m in cash, it released underwhelming numbers this morning for the 18 weeks till 2nd Jan 16: Homebase like-for-like sale +5%, total sales -4%. Argos like-for-like sales -2.2%  and total sales +0.9%. It expects the group benchmark profit before tax for FY ending Feb to be at bottom of range of market expectations of £92-£118m. This disguised 10%+ profit warning (where stock most likely would have dropped 5-10% absent current break-up bid news/situation) is almost entirely driven by Argos (the key profit centre  of the group and the only business that interests Sainsbury’s) which disappointed both on top line and ...

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13-Jan-15: Panta Event Note (Ten Cate; Home Retail Group) standard

– Koninklijke Ten Cate NV (KTC NA): In a last minute move, Gilde Buy Out consortium increases offer by 5.7% to €26 from €24.60 and says it is “full and final.” Acceptance period extended  by 1 week until Jan 21. Slightly confusing language with respect to shareholder acceptance condition as increased offer language states that i) new offer is aimed to achieve an acceptance level of at least 95% and ii) offer to declare the offer unconditional is subject to shares tendered representing at least 95%.  VEB is quoted to be happy with the new offer while Kempen (5.5%) and Van Herk (3.2%)  declined to comment as they had not had the chance to review the increased offer. Although it looks that offer will be declared unconditional when ...

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