Keep your friends close, we are told. China Vanke, the residential real estate developer, has failed to heed this advice. Over the weekend, 15 per cent shareholder China Resources Holdings, a state-owned enterprise, said it objected to a deal the developer recently agreed that is subject to shareholder approvals.
Under terms of that deal, Vanke will issue nearly $7bn of new Shenzhen-traded shares, or one-fifth of the enlarged share capital, to Shenzhen Metro. In return, it will receive development interests in two of SZMC’s projects. The agreed share price of Rmb15.88 is a discount of over a third to the last traded price (the stock has been suspended in Shenzhen since mid-December). Vanke shares have continued to trade in Hong Kong — at below the deal price.
Among other complaints, China Resources says that with net debt to equity at just 26 per cent, debt funding would have been better, especially with low and falling interest rates. Valid, perhaps: were Vanke to borrow to pay for the assets, net debt to equity would rise to 60 per cent. Still manageable, although based on Standard & Poor’s figures that might bring it close to a rating downgrade. CRH also objects to the dilution — to its own shareholding, and to Vanke’s net asset value and net profits. That claim has merit, too: Macquarie says 2017 earnings will be diluted by one-fifth as the acquired assets will not produce profits for another two to three years. After CRH’s three directors voted down the deal, and another abstained, the company says the board majority that “passed” the proposal is not, in fact, legitimate. Should CRH formally complain, it will be up to the Hong Kong and Shenzhen exchanges to rule.