AI Analysis Combined market cap of Mando and Halla Holdings likely to grow after split Mando to split into a holding company and an operating company AI Report August 25, 2014 Co., Daewoo Securities C o., Ltd. [Derivatives] Youngsung Kim +822-768-4120 [email protected] The auto parts manufacturer Mando will split into a holding company (Halla Holdings: surviving entity) and an operating company (Mando, which will be re-listed), in a plan that was approved during Mando’s shareholder meeting on July 28th. Trading will be suspended from Aug. 28th to Oct 2nd. Halla Holdings will remain in the KOSPI 200 index (K200). Table 1. Details of Mando’s spinspin-off Surviving entity Newly listed entity Period of trading suspension Halla Holdings Mando Aug. 28th - Oct. 2nd Date of listing change/re-listing Asset split ratio (surviving: new) Oct. 6th 0.4782394 : 0.5217606 Source: Dart, KDB Daewoo Securities Research Spin-offs offer excess returns Among K200 constituents, nine out of the 10 most recent cases of company splits resulted in a combined market cap of the surviving and new entities—based on the closing prices on the date of trading resumption—that exceeded the pre-split market cap on the day prior to the trading suspension. The only exception was Chong Kun Dang. Therefore, for index funds that seek alpha (excess returns), it is generally more advantageous to hold shares of a company undergoing a split until the trading resumption date and then sell only the shares of the newly listed entity (which will be excluded from the K200), rather than to sell just before trading suspension and then buy shares of the surviving entity (which will remain in the K200) on the resumption date. Looking again at recent cases, in addition to the combined market cap increasing on the trading resumption date compared to the day prior to trading suspension, the combined market cap growth rate also exceeded the returns on the K200 during the same period. As such, for investors who do not hold shares of Mando, we recommend buying shares and selling K200 futures just before the trading suspension. Instead of selling K200 futures, another option would be to sell K200 ETF or buy K200 Inverse ETF. In that case, investors should close out of this position on the trading resumption date. It should be noted that, if excessive expectations for a company split send the shares surging even before the split, as occurred with Chong Kun Dang, the combined market cap may shrink after the split. In this case, investors should exercise caution in adopting this strategy. Analysts who prepared this report are registered as research analysts in Korea but not in any other jurisdiction, including the the U.S. PLEASE SEE ANALYST CERTIFICATIONS AND IMPORTANT DISCLOSURES & DISCLAIMERS IN APPENDIX 1 AT THE END OF REPORT. AI Analysis August 25, 2014 Table 2. SpinSpin-off cases among K200 stocks Before split Surviving/ new entity Last trading day before trading suspension Trading resumption date % of free-float Before mkt. cap of surviving entity After (rank in K200) Before Market cap After (Wtr) Return (A, %) Closing price of K200 (p) Last day before trading suspension Resumption date Index return (B, %) Return relative relative to K200 (A(A-B, %) LG Chem Shinsegae Hankook Tire DongDong-A Pharm. LG Chem/ Shinsegae/ Emart LG Hausys Hankook Tire Worldwide /Hankook Tire Dong-A Socio Holdings /Dong-A Pharm. 4/27/11 8/29/12 2/26/13 3/27/09 Chong Kun Dang Cosmax Woori Financial Group Hanil E-Hwa Chong Kun NAVER Dang /NHN Korean Air Holdings Entertain- /Hanjin KAL /Chong Kun ment Dang Cosmax BTI /Cosmax WFG /KJB FG /KNB FG Seoyeon /Hanil EHwa 10/30/13 2/26/14 4/28/14 6/26/14 NHN Korean Air 7/29/13 7/29/13 4/20/09 6/10/11 10/04/12 4/08/13 8/29/13 9/16/13 12/06/13 4/07/14 5/22/14 8/08/14 1.28 (20) 1.07 (27) 0.61 (35) 0.18 (87) 1.99 (11) 0.23 (79) 0.12 (102) 0.10 (110) 0.63 (31) 0.06 (133) 1.49 (17) 0.40 (55) 0.05 (137) 0.07 (126) 2.20 (8) 0.22 (81) 0.02 (188) 0.03 (170) 0.56 (37) 0.01 (198) 6.77 9.41 10.18 10.24 6.33 6.55 1.38 1.47 14.13 17.76 2.05 2.49 1.04 0.85 0.82 0.85 9.39 10.18 0.83 0.88 38.95 0.56 3.52 6.59 25.70 21.30 -18.06 3.66 8.37 5.23 161.66 292.08 254.22 264.68 246.53 246.53 271.44 257.31 256.80 258.78 172.30 269.04 261.92 252.39 248.86 263.86 260.71 259.89 263.33 262.02 6.58 -7.89 3.03 -4.64 0.95 7.03 -3.95 1.00 2.54 1.25 32.37 8.45 0.49 11.23 24.75 14.27 -14.11 2.66 7.63 3.98 Note: All data based on closing prices Source: Quantiwise, KDB Daewoo Securities Research Domestic index funds to keep Halla Holdings even after split Whether index funds maintain or exclude Halla Holdings after the split will likely have a significant impact on supply and demand conditions for the stock on the day prior to the trading suspension and the day of trading resumption. We expect domestic index funds to keep Halla Holdings after the split. Based on the closing price on August 22nd, Mando accounted for 0.243% of the K200’s total free float market cap (74th out of 200 companies). Factoring in the split ratio, the proportion of Halla Holdings’ free floats is projected to fall to 0.116% (105th). After a company is split into a holding company and an operating company, the holding company tends to see a discount to its theoretical market value. Thus, we need to factor in potential undervaluation after the split, as well as the split ratio, in forecasting the post-split market cap of Halla Holdings. When Cosmax converted to a holding company structure via a spin-off, Cosmax BTI (the holding company) saw the slightest undervaluation (12.67% vs. theoretical market cap) among K200 constituents that had recently undergone spin-offs. Meanwhile, Hankook Tire Worldwide, a holding company after Hankook Tire’s spin-off, suffered the steepest undervaluation (54.68%). Factoring in the extent of undervaluation for Cosmax BTI, Halla Holdings is expected to see its proportion in K200’s total free float market cap to slide to 0.101%, with its rank falling to 109th. Even if Halla Holdings is undervalued by as much as Hankook Tire Worldwide was after its spinoff, the stock is still anticipated to rank 141st, with a 0.053% proportion. Index funds usually tend to hold about 170 stocks. Accordingly, even in the worst-case scenario, domestic index funds are not expected to exclude Halla Holdings after the spin-off. KDB Daewoo Securities Research 2 AI Analysis August 25, 2014 Table 3. Cases of spin spinpin-offs offs into holding and operating operating companies Company before spinspin-off Hankook Tire DongDong-A Pharm. Holding/operating company after spin-off Last trading day before trading suspension Resumption of trading after spin-off Dong-A Socio Hankook Tire Holdings (S) Worldwide (S)/Hankook /Dong-A Pharm. (N) Tire (N) K200 stocks Chong Kun Korean Air Dang Chong Kun Dang Holdings Hanjin KAL (N) (S) /Korean Air (S) /Chong Kun Dang (N) NonNon-K200 stocks Hanil E-Hwa AK Petrochemical Korea Kolmar AK Holdings (S) Cosmax BTI (S) Seoyeon (S) /AK Petrochemical /Cosmax (N) /Hanil E-Hwa (N) (N) Korea Kolmar Holdings (S) /Korea Kolmar (N) Cosmax 8/29/12 2/26/13 7/29/13 10/30/13 2/26/14 6/26/14 8/29/12 9/26/12 10/04/12 4/08/13 9/16/13 12/06/13 4/07/14 8/08/14 9/17/12 10/19/12 0.186 : 0.814 0.371 : 0.629 0.195 : 0.805 0.279 : 0.721 0.338 : 0.662 0.314 : 0.686 0.640 : 0.360 Mkt. cap HC (theoretical) 1.18 0.51 0.40 before OC (theoretical) 5.15 0.87 1.65 spin-off Total 6.33 1.38 2.05 (Wtr) HC, actual Mkt. cap (vs. theoretical) 0.53 (-54.7%) 0.43 (-15.7%) 0.34 (-13.6%) after spin-OC, actual 6.02 (+16.9%) 1.04 (+19.8%) 2.15 (+30.1%) off (vs. theoretical) (Wtr) Total 6.55 1.47 2.49 0.29 0.75 0.28 0.54 0.26 0.57 0.21 0.12 0.325 : 0.675 0.14 0.29 1.04 0.82 0.83 0.32 0.43 0.17 (-39.8%) 0.24 (-12.7%) 0.15 (-41.1%) 0.13 (-35.8%) 0.68 (-9.7%) 0.60 (+12.0%) 0.72 (+26.5%) 0.17 (+46.3%) Spin-off ratio (HC:OC) 0.85 0.85 0.08 (-40.6%) 0.48 (+65.5%) 0.56 0.30 0.88 Note: All data based on closing prices on respective days Source: Quantiwise, KDB Daewoo Securities Research Figure 1. Estimated weight and rank of Halla Holdings in K200 after spinspin-off (Estimated % of free float market cap) 0.12 (Free float rank in K200) 150 Cosmax Korean Air Dong-A Pharm 0.10 Free float rank of Halla Holdings in K200 to be above 170 even under the worst-case scenario 140 Hankook Tire Hanil E-hwa 130 AK Petrochemical Chong Kun Dang Korea Kolmar Hanil E-hwa 0.08 0.06 Korea Kolmar Chong Kun Dang 120 Hankook Tire AK Petrochemical Cosmax 110 Dong-A Pharm. Korean Air (Discount rate of holding companies after spin-off, %) (Discount rate of holding companies after spin-off, %) 0.04 100 0 10 20 30 40 50 60 0 10 20 30 40 50 60 Note: Estimated free-float proportion and rank for Halla Holdings after spin-off factoring in the extent of undervaluation and spin-off ratios for the K-200 constituents that had already undergone spin-offs Source: Quantiwise, KDB Daewoo Securities Research KDB Daewoo Securities Research 3 AI Analysis August 25, 2014 Supply and demand outlook around the trading suspension day We expect index funds’ selling of Mando to outweigh buying near market closing time on the day prior to the trading suspension. On the day of trading resumption, however, index funds’ buying of Halla Holdings is forecast to outweigh selling near market closing time. While domestic index funds (ex. ETFs) tend to display limited selling around the day of trading suspension, ETFs and foreign index funds are expected to sell Mando before trading is suspended and buy Halla Holdings after trading is resumed. We believe that domestic index funds (except for ETFs) will not sell the stock until after the spinoff, because the combined market cap of the parent company and the spun-off company tends to be greater than the pre-spin off market cap. Following the spin-off, Halla Holdings is forecast to rank around 170th among the K200 constituents in terms of market cap, because most domestic index funds are anticipated to hold the stock even after the spin-off. Thus, we expect limited stock trading among domestic index funds related to the spin-off. Meanwhile, domestic ETFs and foreign index funds, which tend to trade stocks to reduce tracking error, will likely sell off Mando before the spin-off and then buy Halla Holdings shares on the day trading resumes, at roughly the closing price. Halla Holdings shares likely to decline on the trading resumption date On the day trading resumes, Halla Holdings is anticipated to trade below its closing price before the suspension date, given that holding company stocks tend to suffer visible valuation discounts post spin-off. In Halla Holdings’ case, however, such a discount would likely be relatively small. According to market analysts and media reports, risks associated with the company’s additional financial support for Halla Corporation have eased following Halla Holdings’ revision to its articles of incorporation. Moreover, Halla Holdings is expected to have a healthier financial position than Mando following the spin-off. The current case seems similar to the split-off of Hanjin KAL. When it was split off from Korean Air, it was in healthy financial condition, and was thus one of the least undervalued among holding companies. We believe that Halla Holdings will also receive a relatively low discount, although the stock might fall below the pre-suspension closing price when trading resumes. KDB Daewoo Securities Research 4 AI Analysis August 25, 2014 Post-split Mando to perform more strongly than the pre-suspension closing price; Index funds likely to unload Mando We expect that following the split, shares of Mando (the operating entity) will exceed the closing price on the day before trading suspension. Indeed, generally speaking, shares of operating entities tend to perform more strongly than those of holding companies. On a positive note, equity analysts are expecting Mando to be re-rated following the split. Nevertheless, we expect that index funds will prefer the selling of Mando over buying. Indeed, as the company will not be included in the K200, there should be no buying demand from foreign index funds and ETFs. On the other hand, index funds that have yet to sell pre-split Mando shares are likely to unload them. However, considering the possible re-rating, and the fact that shares of operating entities tend to be bullish on the trading resumption day, we advise investors to focus more on fundamentals than on selling by index funds. In other words, we do not expect index funds’ selling to keep Mando shares from falling below the pre-suspension closing price. Weights of leading stocks in the K200 (by market cap) to increase As post-split Mando will be off the K200, the weights of other stocks in the K200 will increase. Specifically, the weights of SEC, Hyundai Motor, and SK Hynix will increase by 0.028%p, 0.007p, and 0.005%p, respectively. Table 4. Estimated changes to K200 stock weights: weights: Weights of large cap stocks are likely to increase Rank Tickers in K200 Company 060980 KS Mando (Halla Holdings) 1 2 005930 KS 005380 KS 3 4 000660 KS 005490 KS 5 035420 KS 6 7 055550 KS 012330 KS 8 9 000270 KS 017670 KS 10 11 105560 KS 015760 KS 12 051910 KS 13 14 086790 KS 032830 KS 15 16 033780 KS 000810 KS 17 000830 KS 18 19 066570 KS 034220 KS 20 006400 KS Samsung Electronics Hyundai Motor SK Hynix POSCO NAVER Shinhan FG Hyundai Mobis Kia Motors SK Telecom KB FG KEPCO LG Chem Hana FG Samsung Life KT&G Samsung F&M Samsung C&T LG Electronics LG Display Samsung SDI Closing Spin--off ratio applied FreeFree-float Weight Spin price Free Free--float Mkt. mkt. in K200 mkt. cap (Aug. 22, ratio (%) cap (Wtr) (Wtr) (Aug 22, %) W) Weight Diff (E, %) (%p) 134,000 70 2.41 1.69 0.24 0.12 -0.1264 SpinSpin-off ratio and discount rate of holding companies applied Weight Diff (E, %) (%p) 0.10 -0.1411 1,247,000 224,500 75 70 183.68 49.45 137.76 34.62 19.80 4.97 19.82 4.98 0.0251 0.0063 19.82 4.98 0.0280 0.0070 45,950 341,000 80 85 33.19 29.73 26.56 25.27 3.82 3.63 3.82 3.64 0.0048 0.0046 3.82 3.64 0.0054 0.0051 774,000 90 25.51 22.96 3.30 3.30 0.0042 3.30 0.0047 51,800 286,000 90 70 24.56 27.84 22.11 19.49 3.18 2.80 3.18 2.80 0.0040 0.0035 3.18 2.80 0.0045 0.0040 59,300 271,000 65 70 24.04 21.88 15.62 15.32 2.25 2.20 2.25 2.20 0.0028 0.0028 2.25 2.20 0.0032 0.0031 40,000 42,000 95 50 15.45 26.96 14.68 13.48 2.11 1.94 2.11 1.94 0.0027 0.0025 2.11 1.94 0.0030 0.0027 275,000 70 18.22 12.76 1.83 1.84 0.0023 1.84 0.0026 42,250 107,500 95 50 12.25 21.50 11.64 10.75 1.67 1.54 1.67 1.55 0.0021 0.0020 1.67 1.55 0.0024 0.0022 95,500 284,000 80 75 13.11 13.45 10.49 10.09 1.51 1.45 1.51 1.45 0.0019 0.0018 1.51 1.45 0.0021 0.0021 73,600 85 11.50 9.77 1.40 1.41 0.0018 1.41 0.0020 74,500 34,000 65 65 12.19 12.17 7.92 7.91 1.14 1.14 1.14 1.14 0.0014 0.0014 1.14 1.14 0.0016 0.0016 148,000 75 10.18 7.63 1.10 1.10 0.0014 1.10 0.0016 Notes: As of Aug.22; we applied a discount of12.67% to post-split holding companies (based on the rate for Cosmax) Source: Quantiwise, KDB Daewoo Securities Research KDB Daewoo Securities Research 5 August 25, 2014 AI Analysis APPENDIX 1 Important Disclosures & Disclaimers Analyst Certification The research analysts who prepared this report (the “Analysts”) are registered with the Korea Financial Investment Association and are subject to Korean securities regulations. They are neither registered as research analysts in any other jurisdiction nor subject to the laws and regulations thereof. Opinions expressed in this publication about the subject securities and companies accurately reflect the personal views of the Analysts primarily responsible for this report. Daewoo Securities Co., Ltd. policy prohibits its Analysts and members of their households from owning securities of any company in the Analyst’s area of coverage, and the Analysts do not serve as an officer, director or advisory board member of the subject companies. Except as otherwise specified herein, the Analysts have not received any compensation or any other benefits from the subject companies in the past 12 months and have not been promised the same in connection with this report. No part of the compensation of the Analysts was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report but, like all employees of Daewoo Securities, the Analysts receive compensation that is impacted by overall firm profitability, which includes revenues from, among other business units, the institutional equities, investment banking, proprietary trading and private client division. At the time of publication of this report, the Analysts do not know or have reason to know of any actual, material conflict of interest of the Analyst or Daewoo Securities Co., Ltd. except as otherwise stated herein. Disclaimers This report is published by Daewoo Securities Co., Ltd. (“Daewoo”), a broker-dealer registered in the Republic of Korea and a member of the Korea Exchange. 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The contents of this report have not been reviewed by any regulatory authority in Hong Kong. This report is for distribution only to professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571, Laws of Hong Kong) and any rules made thereunder and may not be redistributed in whole or in part in Hong Kong to any person. All Other Jurisdictions: Customers in all other countries who wish to effect a transaction in any securities referenced in this report should contact Daewoo or its affiliates only if distribution to or use by such customer of this report would not violate applicable laws and regulations and not subject Daewoo and its affiliates to any registration or licensing requirement within such jurisdiction. KDB Daewoo Securities Research 6 AI Analysis August 25, 2014 KDB Daewoo Securities International Network Daewoo Securities Co. Ltd. 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