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China Ceramics Co., Ltd. Announces Results for Its Warrants Exchange Offer
Date : 09/01/2010 @ 8:00AM
Source : PR Newswire
Stock : China Ceramics CO Ltd (BB) (CCLTF)
Quote : 6.75 0.63 (10.29%) @ 4:03PM
China Ceramics Co., Ltd. Announces Results for Its Warrants Exchange Offer
China Ceramics CO Ltd (BB) (OTCBB:CCLTF)
Historical Stock Chart
2 Months : August 2010 to October 2010
China Ceramics Co., Ltd. (OTC Bulletin Board: CCLTF, CCLWF, CCLUF) ("China Ceramics" or the "Company"), a leading Chinese manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings, announced today the final results of its exchange offer (the "Offer"), which offered the holders of the Company's outstanding warrants (the "Warrants"), one of the Company's shares (each a "Share") in exchange for every four Warrants tendered by the holders of Warrants. The Offer expired on Monday, August 30, 2010 at 5:00 p.m., EDT. Warrants exercisable for 14,553,949 Shares were eligible to be exchanged.
Based on the final count by the depositary for the Offer, a total of 11,779,649 Warrants (approximately 80.9% of the outstanding Warrants) were exchanged for a total of approximately 2,944,910 Shares. Following the completion of the Offer, the Company has approximately 13,109,208 Shares outstanding and 2,774,300 Warrants outstanding, each exercisable for one Share at an exercise price of $7.50. The depositary for the Offer expects to deliver the Shares to be issued in exchange for tendered Warrants on or about September 1, 2010.
All of the terms of the Warrants remain in effect and the Warrants will expire on November 16, 2012, unless redeemed earlier by the Company pursuant to the terms of the Warrants.
Over 80% converted if I remember correctly.
You ask about warrants. Many of them were converted to shares in the recent 4:1 offer. I can't figure out how many, but probably well more than half converted. If it was 75%, then about 9.6M warrants converted into 2.4M shares, leaving 3.2 warrants still outstanding.
There were 8.185M shares in escrow, to be release as follows:
1. 1.214M if 2009 pre-tax results met $28M target (I believe they did)
2. 1.795M if 2010 pre-tax results meet $27.772M target (as appears likely)
3. 2.177M if 2011 pre-tax profit meets $31.38M target
4. 2M shares if share price reaches $20 prior to 4/13/2012
5. 1M shares if share price reaches $25 prior to 4/13/2012
Here's hoping they reach that target.
What is the maximum possible dilution of the shares?
I've heard of a large incentive program for the management where they could get a few million shares.
I know that there are warrants out.
I know that there are shares in escrow that are to be released to the former Hengda owners.
What else is there and how does it sum up?
On the otcbb company info page it says that there are 16 million shares in China Ceramics.
I've just started to look at this company so I'd appreciate any information, as I'm sure other readers of this forum would too.
Selling at under 2 PE, they posted killer results for several quarters. A lot of money to be made here.
Second Quarter 2010 Highlights
-- Revenue was RMB 272.3 million (US$ 39.8 million), up 18.9% from the
first quarter of 2010 and up 29.5% from the second quarter of 2009;
-- Gross profit was RMB 84.8 million (US$ 12.4 million), up 22.4% from the
first quarter of 2010 and up 40.6% from the second quarter of 2009;
-- Gross profit margin was 31.2%, compared to 30.2% in the first quarter
of 2010 and 28.7% in the second quarter of 2009;
-- Net profit was RMB 56.5 million (US$ 8.3 million), up 24.8% from the
first quarter of 2010 and up 31.2% from the second quarter of 2009;
-- Earnings per fully diluted share were RMB 5.55 (US$ 0.81).
Has anyone been able to successfully convert their warrants yet? I'm being told by IB that my conversion will not go through until the end of the election period ... not much room for error =S
Management gets 2 million shares if the stock is over 20 bucks for 20 days and another 1 million shares if the stock is over 25 for 20 days before April 20, 2012. Warrants, which will be called if the stock goes over 14.25, expire November 2012.
That extra 3 million shares is not really being talked about much, but I bet it's at the forefront of management's minds. At 25 bucks a share that would be an extra $75 million bucks. What would I do if I had $75 million bucks dangling in front of me? First thing, get rid of the warrants. The tender offer seems like a pretty sweet deal so a lot of people are taking it. Second thing, uplist. Third thing, speed up growth with accretive financing. The way people talk about financing in the China small cap space these days it's as if they expect all financing to be dilutive. These people aren't dumb, and there is $75 million at stake here. CCLTF has been able to borrow money in the past, they should be able to do so now. They have about $20 million of cash on hand, at least $31 million coming in this year, and $40 million of planned capex over the next two years. How much would they need to raise to get it all done this year, if the demand is there? Move some of the projected 2012 net income into 2011, and the market should notice.
If that's not enough to move the stock price to 14.25 and call the rest of the warrants, they could use some of the cash flow in 2011 for a buyback. They have already retired warrants this way. In 2011, they will do whatever they have to do to call the warrants, and then use the extra cash coming in to blow through the warrant overhang. Maybe declare a dividend? After all, it would mostly flow in management's pockets anyway. It doesn't have to be permanent, it just needs to look like it is. A dollar per share would get the stock to $20 for sure, probably $25. And then management would have earned an extra 3 million shares.
I'm a really small player in this game, so my decision won't have much effect on the outcome of the tender offer. I bet we have 3-4 million warrants left after the offer. I'm comfortable holding the warrants here to see what happens.
Big realty program to solve house woes
By Wang Bo (China Daily)
Updated: 2010-07-09 09:09
SINGAPORE - Chongqing plans to build some 30 million square meters of public housing for 1.5 million city dwellers over the next three years, in order to tackle an acute housing shortage and stabilize rising property prices, said Huang Qifan, the city's mayor.
"Commercial housing cannot meet market demand any more, it is necessary to mobilize government resources to increase housing supply," Huang told China Daily in Singapore.
Huang led a delegation to the World Cities Summit, a biannual event held in Singapore to discuss good governance and urban solutions for building a livable and sustainable city.
Singapore, a densely populated city-state in Southeast Asia, is seen as a role model worldwide in providing innovative solutions to meet people's rising housing needs amid a rapidly growing population, a critical problem shared by major Chinese cities as the country's urbanization drive accelerates.
"We are learning from Singapore's twin-track mechanism. Besides properties offered by private real estate developers, the government should provide more housing options for residents, as many of them cannot afford to buy from private developers," Huang said.
In Singapore, its public housing authority provides well-designed and affordable homes for some 82 percent of the country's 3.7 million people through granting subsidies to first-home buyers and offering various kinds of home ownership schemes, while high-end apartments are targeted at rich people with their monthly earnings exceeding some $5,750.
As China's largest municipality, Chongqing is under pressure to provide homes for more and more rural people migrating to the city for work. The situation is similar in other major cities, as 15 and 20 million people are migrating to Beijing, Shanghai, and second- and third-tier cities in the mainland every year.
After China launched housing reforms in the late 1990s, commercial real estate developers became the main housing providers on the market, while the limited supply of affordable housing was unable to meet rising demand, driving up the country's property price more than 10 times in the past two decades, Huang said.
The housing problem has become even more acute this year, as frustration over soaring property price intensified in the country's top-tier cities.
Even though the property sales volume nationwide has fallen on the tough government clampdown on runaway property market, prices showed little sign of easing, rising 12.4 percent in May from a year earlier, the second-fastest pace on record.
At a national conference on public housing held in mid-June, Vice-Premier Li Keqiang pledged to step up the supply of public housing nationwide to meet low- and medium-income people's housing needs.
Huang said the city's public housing program, which is targeted at the 30 percent of city dwellers with relatively low incomes, such as rural migrants, will help drive down property prices in the city.
He said the public housing can be rented at a price 40 percent lower than the market level and may even be bought by the leaseholder later at a discounted price.
However, public housing resale is forbidden in the second-hand property market to prevent residents in public housing from making windfall profits via reselling the house at the market price, he noted.
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Should benefit CCLTF, especially since they focus more on the second and third tier cities. IR has told me that management expects to benefit from government initiatives such as the one mentioned in this article.
-Adam
I've noticed that this is one of the very few Chinese companies that seems intent on paying dividends or buying back shares in the near future. In 2007 and 2008, most of the company's free cash was paid out as dividends. By 2012, the company will have the capacity to generate about $50 million of free cash annually. Redman mentioned somewhere that the company told him they didn't actually need the cash from warrant conversion; the warrants came with the SPAC. A significant portion of the 20-F is devoted to dividend laws, whereas most Chinese companies simply say that they don't plan to pay a dividend and leave it at that. also, take a look at the bios of the Americans involved, inspires confidence.
Updated projections for CCLWF using 2009 numbers and adjusting for the 1M warrant buyback:
Share price: $6.35
Shares o/s: 10.16M
Warrant price: $1.00
Warrant strike price: $7.50
Warrants o/s: 14.55M(will raise $109.13M when converted, or $4.42/share in cash))
The projections include the cash and use 24.7M o/s(includes the warrants) and are based on 2009 numbers:
2009 Net Income = $26.20M($1.06 eps using 24.7M o/s)
Adjusted PE = Current Share Price - Cash/Adjusted EPS(using fully diluted 24.7M o/s)
$6.35(share price) - $4.42(cash) = $1.93 adjusted share price.
$1.93/$1.06(2009 eps) = PE of 1.82
Projections(using 2009 eps of $1.06):
PE of 4 = $8.86 (intrinsic value of warrants = $1.36)
PE of 5 = $9.92(intrinsic value of warrants = $2.42)
PE of 6 = $10.98(intrinsic value of warrants = $3.48)
PE of 7 = $12.04(intrinsic value of warrants = $4.54)
PE of 9.27 = $14.25(intrinsic value of warrants = $6.75)
Warrant potential:
PE of 4: value of warrants = $1.36 (36% upside)
PE of 5: value of warrants = $2.42 (142% upside)
PE of 6: value of warrants = $3.48 (248% upside)
PE of 7: value of warrants = $4.54 (354% upside)
PE of 9.27: value of warrants = $6.75 (575% upside)
Summary:
The warrants at $1.00 are a worthy investment, especially with a management team with the wherewithal to do a warrant repurchase when the opportunity presents itself and at such a bargain price. The repurchase was made at $1.00, so it provides a floor for the warrants going forward. Helps eliminate future downside risk.
Using the cash method for the warrants it only requires a trailing PE of 6 to provide a 250% upside in potential warrant appreciation. It currently has a PE of 1.82 on a trailing 2009 basis once you subtract out all the cash the warrant redemption will generate. The common is also a compelling value at current levels since a PE of 7.81 will create a 100% appreciation from the current level of $6.35/share.
Note:
I use the P-C/EPS to determine value when accounting for warrants, whereas many others use the treasury method. Valuation calculations will differ when using the treasury method. For example, if the share price is $10, the treasury method would have the outstanding share count at 13.8M, 2009 EPS at $1.90, and PE at 5.26. If the share price was $14.25, the o/s count would be 17.05M, EPS $1.54, and PE 9.25.
-Adam
CCLTF
Sorry I should have did that from the start. I was just cutting and pasting as I was going along.
Thanks for summarizing it.
-Adam
Quick Summary -
Q1 essentially the same as Q4 dispite the slowdown of the Spring Festival. Q-4 was Rev. $33.9M / Net Profit $10.1/ Q1 $33.5 / $10.1. Q1 revenues were 34.8% higher than Q1 of 2009.
"On May 26 and 27, 2010, the Company purchased 996,051 of its public warrants from four warrant holders at a price of $1.00 per warrant in privately negotiated transactions."
"The Company's backlog of orders for delivery in the second quarter was at approximately RMB 285.94 million (US$ 41.8 million), representing a year-over-year revenue growth rate of 29.1% compared to the second quarter of 2009. The expected sales volume in the second quarter 2010 is approximately 10.6 million square meters representing a 21.9% increase from 8.7 million square meters sold in the first quarter of 2010."
"Despite recent efforts by the Chinese government to tighten monetary policy and contain excessive real estate prices in the so-called Tier-1 cities such as Beijing, Shanghai, Shenzhen, and Guangzhou, the outlook for our business remains stable. Our exposure to the Tier-1 cities was approximately 9.7% of our revenue in the first quarter of 2010 and we expect any weakness in the Tier-1 cities to be offset by continued demand growth in the Tier-2 and Tier-3 cities, driven by secular urbanization trends as well as by the government's commitment to low-income housing," said Mr. Huang. "We remain committed to the expansion of our Gaoan plant and expect to expand its capacity by 14 million squared meters by the end of 2010 at a cost of approximately $20 million."
Reminder: Q1 CC next Tuesday, June 1
http://finance.yahoo.com/news/China-Ceramics-Co-Ltd-prnews-1666888601.html?x=0&.v=98
Questions for experts -
The recent 20F filing was for 2009. Can I assume another filing will not occur until May 2011?
Has it been stated that they intend to uplist from their current foreign reporting status to a straight forward OTCBB filer or a higher exchange?
Yes, China construction might decline because the government is turning the screws (although they might not be totlly in charge), but with a current PE of <4, both the stock and warrants look good. But with no periodic reporting, no uplisting, and no volume, it all seem theory only. Comment?
I hadn't noticed this before
http://www.sec.gov/Archives/edgar/data/1470683/000143935710000001/0001439357-10-000001-index.htm
I've actually met Brian Taylor before in a previous life when I did research for a hedge fund-of-funds. Pine River is a fairly large player in the equity derivatives space (CBs/warrants). They do a lot of vol arb, but also take outright positions in fundamentally undervalued securities ... I assume that's what their play is here since the warrants are
a) cheap
and b) there's zero chance of getting borrow/using the common to delta hedge given the liquidity =)
Looks like they began buying in mid March
Premier Wen: Brace for More Property Regs
http://www.jlmpacificepoch.com/newsstories?id=1624726_0_5_0_M
Posted on May 17, 2010 | 17:05
Chinese Premier Wen Jiabao said China must continue to try to curb fast-rising property prices in certain cities despite the downside pressure of government policies being put on Chinese markets, China Business News reported May 17.
The National Development and Reform Commission (NDRC) is drafting long-term policies to regulate the real estate market, Xinhua's Economic Information Daily reported May 17.
blah blah blah...china housing is growing...U.S. is not...they will need cheap or expensive ceramic tile in all the new construction in china...its not stopping overnight give me a break
Worry here on continued housing construction -
Of course that is a key for the stock and the warrants. But this is China. They can allow continued construction as the government desires. All the housing minister has to do is sit down and draft a 'Rule' that states that for ever expensive apartment you must biuld one inexpensive apartment. Oh, and by the way, the 'Rule' starts today.
Remember that they stoped lending on 15 Jan. until 1 Feb. with a similar 'decree'.
Where we are?
1) Lots of expensive houses being built
- there is a demand for them still
- mortgages are being made more difficult as price increase
- selling land feeds local government
2) Some affordable houses
- there is a massive, massive, demand for them
- mortgages are possible esp for first home
- this is what they want PRC gov want developers to build but developers want to build expensive flats
3) Restricting Purchases
- aimed at speculation 2 or 3 rd house looking to restrict
- some sort of property or estate tax
- PRC is coming up with different way to differentiate between people wanting a house to live in and people wanting to make money from houses.
Is that the Orthodox view on the board?
rich
Another minister responded to the original, confusing, comments... seems to be about not making enough affordable housing.
Beijing - The skyrocketing prices of property could harm the financial security and social stability of the nation, a senior housing official warned on Friday.
Qi Ji, vice-minister of housing and urban-rural development, made his remarks in response to claims made by his colleague, Chen Huai, that it will take 30 years for China to make homes affordable for its people.
http://www.chinadaily.com.cn/china/2010-05/08/content_9824811.htm
rich
lol, i've read it a few times and i almost get it.
A Property Tax is Coming ... But Not as We Know It
He said, currently China's urbanization ratio is at 50 percent and will reach 60 percent within ten years.
The amount of people included in this 10 percent increase in urban population is equal to the population of a moderate sized country.
With a large number of rural residents pouring into cities, the demand for housing will greatly increase, creating a huge rise in real estate tax income which can serve as a major source of revenue for local governments, especially at county or district levels.
Note: Economic observer claims to be independent & is quoted by Economist so I will give some creedence to this view.
http://www.eeo.com.cn/ens/Politics/2010/05/01/169086.shtml
rich
China needs three decades to make homes affordable
I've re-read this article a number of times. I don't fully understand it. If you do please comment. Basically, the gist of the bloke in charge is that they need to keep building, cheap homes at least, for 30 years.
According to Chen, China has built about 70 million residential apartments in its urban areas in the past decade, which equals to one-third of the households. The figures indicated that only three or four out of 100 households moved into new apartments each year.
"China faces a severe housing shortage," Chen said. "Even if apartments didn't cost any money, four units wouldn't turn into 70 apartments."
http://www.chinadaily.com.cn/business/2010-05/07/content_9821524.htm
rich
Hopefully tomorrow someone else wants to dump their shares. I will be very accomodating as a buyer if it happens :P
-Adam
Has any bought any Asia Gaming warrants? AERLF?
That would be me, I had a bid in at .92 at the time, but they filled me at .85, lucky I guess...
I'm so mad I missed the dip below $1 =D. Have a bid out there at $1.1 right now, hehe.
-Fernando
Yeah, wish that was me. I got 10,000 @ $0.99 and 12,500 @ $1.00 so I'm still happy. I almost bought yesterday. Now glad I didn't.
Really hoping for another dip down because I only partly filled what I wanted to. If there are any sellers out there I have a bid order for 10,000 @ $0.99 and would gladly take the shares off your hands :p
-Adam
Wow, somebody did good this am by grabbing the .85 warrants. Not too shabby!
I sold off a lot of other things yesterday, but feel comfortable holding this one for the longer term.
intrinsic value of the common is probably better calculated by analyzing the fundamentals of the underlying business.
Intrinsic value of the common is probably better calculated by using the price implied by the warrants given the relative liquidity of the common versus the warrants.
Intrinsic value currently is .30, this is getting real bad real quick...
Thanks a lot for providing this email Adam. EOM
Email from IR.
I sent an email to Ed Job a couple days ago and just received a reply. It helps answer your question.
Adam;
I am working on providing sales breakdown and will let you know when i have it. Management does not expect to be affected by current measures... at this point. As governments move to create affordable homes, China Ceramics expects to benefit...
regards,
Ed Job, CFA
Cel: +(86) 1381-699-7314
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So the way I read it is: management believes the company's sales will not be affected by the tightening that has already taken place, but the ramifications of any further policy initiatives is an unknown. And the governments affordable home program will take a while to implement, but once it does China Ceramics will be supplying tile for those homes..
-Adam
I agree Fernando. This play, CCME, LPIH, CNYD, SKBI on and on are similar in the fact that they are all extremely undervalued and relatively unknown. We are early to the party. Patience will prevail and you'll be kicking yourself later for not buying more at these prices.
IAE.V is a prime example. Solid company that was stuck for a long time in a tight trading range. If you look at the chart back at this time last year, it was around .60~ and traded between that price and 1.00 for several months. Everyone was saying the same thing, "what's wrong with this stock?" Finally, it got noticed and today it's at $2.90~
We are early to the party, much better than being late.
tiesto
This is the fun period...People with more patience can nibble as the short-termers sell :). I'm buying on the way down, nibbled another 15k shares today at $1.32.
-Fernando
I'm sure we will see some weakness in the common and warrants of China Ceramics until the market determines whether the tightening policies will dampen or kill the housing industry. I personally think this tightening will help because it hopefully is eliminating the threat of a problematic overheating industry. I don't know how much the company will be affected by the policies because tiles are used in renovations and reconstructions, plus the government is also building 3 million affordable homes for it's residents. So with earthquake reconstruction, an increasing number of renovations due to less-than-stellar quality control in the industry, and the affordable housing contruction I think China Ceramics will still be busy, it's just tough to determine future sales numbers.
I don't know if CCLTF will grow at it's proposed 30% growth rate, but I'm not worried at all with my large warrant position. A two and a half year expiration date allows for a lot of patience, plus the value is way too compelling with the common selling at 3x trailing earnings with potential uplisting this year.
If the warrants dip a lot I will be a buyer.
-Adam
Look at how much the government has planned for construction for 2010/2011 with regards to land-alloted/etc. A *ton* of new supply has been set. Increase in supply is part of the government's plan to control the price increases.
So while headlines may move the stock, I still think the fundamental picture is fine for now.
-Fernando
Redman, given the fact that china further tightens the housing market policies and also given the fact that buyers are already stepping aside and are waiting for further insights whether there will be a certain tax implemented, what's your take on how much that could weigh on CCLTF's share price in the near future? It probably won't be a boost for us that's for sure.