Paul Y Engineering Group (PYE), a Hong Kong-listed construction and engineering firm, has raised $411 million from the sale of new shares and convertible bonds that will be put towards a highly exclusive boutique casino project in Macau.
This is the second-biggest equity capital-raising by a Hong Kong-listed company this year after Evergrande’s $561 million top-up placement and a massive transaction for PYE, which earlier this week had a market cap of just $84 million. The deal, which was arranged by CLSA as the sole placement agent, came with an upsize option of about $200 million, which wasn’t exercised.
The company is teaming up with former investment banker Stephen Hung and his son Sean Hung on this luxury project, which is estimated to cost a total of HK$6 billion ($774 million) to develop. PYE will acquire a company named Falloncroft from Sean Hung, which has an irrevocable power of attorney on a piece of land on the Cotai Strip as well as a service agreement with one of the six casino licence holders in Macau that will enable PYE to provide gaming facilities at the hotel.
At the same time, PYE is reducing its economic interest in its existing businesses by distributing a 49% stake in the wholly owned subsidiary through which they are held to its existing shareholders. The shareholders will receive one share in the subsidiary, referred to as Paul Y Engineering BVI (PYE BVI), for each of their existing shares in PYE. Investors who participated in the placement of new shares and CBs won’t be eligible for this distribution in specie.
The result will be a refocusing of PYE’s business towards the Macau project, although the company will continue to control the construction and engineering business through its 51% shareholding in PYE BVI. The company said in a circular issued earlier this month that the Macau project will, in due course, generate strong cash flows for the benefit of all of PYE’s shareholders.
Since the shareholders may not be too thrilled about receiving shares in an unlisted company, as that would leave them with a highly illiquid asset, the company is offering them a cash alternative in the form of HK$0.30 per share. The cash will be put up by PYE’s controlling shareholder, PYI Corp, which is listed on the Hong Kong stock exchange in its own right and currently owns 61.9% of PYE. Based on its proportional holdings, PYI will get a 30.3% stake in PYE BVI before buying any shares from other shareholders.
However, according to a source, it is expected that most minority shareholders will take the cash option, which means that PYI’s actual stake will end up being much larger.
The sale of shares and CBs was well flagged through earlier announcements, including the circular, and the company also did a roadshow earlier this month to explain its plans. The deal terms were fixed at launch, although the exact split between equities and CBs wasn’t determined until after the two-day bookbuilding, which finished in the early hours of yesterday morning Hong Kong time.
According to the source, PYE ended up selling $256 million worth of new shares and $155 million worth of convertible bonds.
As the Macau project is a long-term investment — under the current plan the construction is expected to be finished towards the end of 2015 and the hotel and casino will open in 2016 — it was logical that the deal would attracted mainly long-only investors. But the source said the close to 40 investors who participated in the transaction also included some hedge funds and high-net-worth money.
Stephen Hung and Pride Wisdom, a company owned by Sean Hung, supported the deal by taking up a combined $60 million worth of shares, but there was also strong interest from external long-only investors, including the Ontario Teachers’ Pension Plan, which bought $130 million worth of CBs, and Janus Capital, which bought $41 million worth of shares.
There were other chunky orders too and the source said more than 80% of the deal went to just seven accounts.
The shares were offered at fixed price of HK$0.68 each, which translated into a 36.4% discount to Monday’s closing price of HK$1.07. The stock has been suspended since Tuesday morning when the bookbuilding started.
However, PYE’s share price has gained significantly since the company announced the terms of the deal on January 4 and the discount versus the December 31 closing price of HK$0.81 is a more modest 16.5%.
Part of the reason for the share price gain is that the company will pay a dividend of HK$0.26 per share to its existing shareholders before carrying out the placement and the acquisition. This means that shareholders who decide to take cash instead of their in specie distribution of shares in the construction subsidiary, will receive HK$0.56 for every share they currently own in PYE and on top of that they will still own shares in the new Macau casino business as well as 51% of the construction business through PYE’s remaining stake.
The convertible bonds have a 12-year maturity with no put and come with a zero percent coupon and yield to maturity. The conversion price is equal to the equity placement price, ie HK$0.68, which means that the bonds can be converted into shares at a significant discount to the current market price.
The conversion price won’t be adjusted for dividends, but bondholders will receive dividends in proportion to their implied equity stake just like shareholders.
PYE will pay HK$2 billion for the acquisition of Falloncroft and will use another HK$778 million of the approximate HK$3.1 billion of net proceeds towards the hotel development. The remainder of the deal proceeds will go towards transaction expenses and general working capital. The rest of the development costs will be covered through bank loans.
However, PYE also has the option to sell an additional HK$1.6 billion worth of CBs through a so-called contingent placement within four months of the close of the main transaction. That deal will be arranged by three separate placement agents, namely Chrystal Capital Partners, Kilometre Capital Management and TDR Investment Holdings Corp.
If the contingent placement is exercised, the additional money will be used to reduce the bank borrowings.
The hotel and casino project is the vision of Stephen Hung, a former co-head of investment banking for Asia at Merrill Lynch, who is now chairman of Falloncroft and known as something of a dealmaker in Macau. Among other things, he is a major shareholder in the Rio Hotel & Casino. Hung will be appointed executive director and joint chairman of PYE following its acquisition of Falloncroft.
The plan is to build a highly exclusive and extravagant hotel and entertainment complex that will cater to the high premium cash market, in other words to wealthy individuals who uses their own money to gamble, as opposed to the so-called VIP clients who typically use credit provided by junket operators when they hit the tables.
The boutique hotel is described as a seven-star property that will outdo all other hotels in Macau in terms of luxury. It will have 236 rooms, or suites rather, which will range from 2,000 to 15,000 square feet each and rent for a minimum of HK$10,000 a night. There will be 66 gaming tables with a minimum table bet of about HK$5,000 and the attached retail shops are proposed to be by appointment only.
The exterior will have a sculptured design and will be bright red with the intention of making it a Macau landmark. Construction will begin this year.
PYE’s shareholders approved the acquisition of Falloncroft and the Macau development plan at an extraordinary general meeting on Monday this week.