Hong Kong Exchanges & Clearing (HKEx) US$500 million 0.5% convertible bonds due 2017
Bookrunners: Deutsche Bank, HSBC, UBS
The poor form of equity markets in most of Asia during 2012 was particularly felt in Hong Kong, traditionally the region’s most active primary market. The deals that got done struggled to enjoy traction, with many sinking in the secondary market.
However there was some worthwhile activity in the equity space. Most notable was Hong Kong Exchanges & Clearing’s (HKEx) decision to issue a US$500 million of convertible bonds in September, marking its first public capital raising since listing in 2000. The exchange opted to raise funds to help with its plan to acquire the London Metals Exchange (LME).
The bonds were notable for a number of reasons. To begin with they were offered a very aggressive conversion price of HKD160, equivalent to a premium of 34.57%. That was the highest such premium offered by any Asian convertible bond issuer in the year. Investors were happy with the deal’s credit spread assumption of 125 basis points (bp) to 150bp over Libor, given the Hong Kong government’s partial ownership of the HKEx.
Investors were willing to take the bond on such terms because HKEx has highly liquid shares, which made it easy to hedge the deal. Uniquely for Asia, the deal included a call in which the bonds would be redeemed if HKEx failed to get regulatory approval to proceed with its acquisition of LME.
Ultimately 80 investors participated in the transaction, which offered a rare combination of convertible exposure to a government-linked company. Even observers critical about how aggressively the deal had been priced admitted that it offered scarcity value and liquidity. HKEx was able to follow the deal with a US$1 billion follow-on offering of shares shortly afterwards, cementing its finances as it neared its target of buying LME.
Other deals we considered included US insurer AIG’s second sell down of its shares in AIA, a deal that was well executed and helped raise the company’s stock valuation, but was also necessary to succeed due to the botched execution of its earlier US$6 billion sale of shares earlier in the year.
Meanwhile China Development Bank’s Rmb1.5 billion (US$238 million) offshore renminbi bond offering was the first so-called dim sum deal to offer a 15-year bond benchmark. This transaction was followed by even a deal by the Chinese Ministry of Finance that contained an even longer 20-year tranche, and it conducted its own 20-year deal later in the year. But while interesting these deals remain market outliers, with few companies offering any desire to issue in such long maturities in the dim sum bond market.
HKEx’s convertible cannot pretend to be a benchmark either, but it boasted the sort of appeal that ensured it enjoyed strong demand.