Special Situation in India Cement

India Cement (ICL) is a cement manufacturer based in South India. It is also the owner of Cricket Team " Chennai Super Kings" in IPL (India Premier League ) Format.

On 24th, Sep 2015. The company had a board meeting where they announced distribution of Free shares of Chennai Super Kings Cricket Limited (CSK). Here, Here.

The Salient features of the distribution are

a) The shares will be allotted to all non-promoter shareholders of India Cements in the ration of 1 : 1.

b) The distribution of shares does not come under the scheme of arrangement of Companies Act or SEBI Act, as CSK team is held in a trust, of which ICL is not a part. 

c) The company CSK may be listed in future, for which ICL cannot comment as decision to list will be taken by board of Trustees of CSK Trust. However the shareholders can transfer / sell in off market mode.

d) Shareholder in ICL can now own 2 different companies (Cement and Sports ) respectively.

e) ICL has fixed a record date of 09/10/2015 for such distribution.

f) CSK is banned by supreme court to play for 2 years.

g) Promoters share of shares in CSK will be transferred to another  trust, which will work for the benefit of Ex - Cricketer of ICL.

What we can Infer from above is, The share holders of ICL will get free shares of CSK. but there are some unknown in this distribution :

a) We don't know who all others are share holders in CSK trust (They claim as India Cement Ex - Cricketer Trust), What is their share ? Is it same as promoters shareholdings?

b) When and Will the shares be listed ?

c) What is the value of CSK ? ( Apart from Brand, What do they own and Owe) ? Who will bear the litigation cost with BCCI ? Where will trust get funds for day to day working of CSK. ? How many cricketers are retained by CSK ? What about the Sponsors of Team ? What about its Advertisers and Marketers?

Based on above unavailable details, it will be difficult to value CSK.

Thus I will infer CSK shares as Deep Out of the money long term Options, Which may become give good returns in future as It still enjoys the brand and IPL ownership is there.

But what about adjustments in Derivatives segment of NSE.

a) Normally Corporate adjustment takes place in any scheme of arrangement, involving issue of new shares of different company.

In such adjustments all contracts are closed of the company before the Ex-date and new contracts are issued after the Ex - Date of such de-mergers.

Most probably, such corporate action will take place in ICL also, before 09/10/2015.

Investors should also know there there is a big open Interest of almost 2.25 crore shares in derivative segment, which will have to be closed then.

b) But there is a slight probability that NSE may take a different view on adjustment of ICL, as Such distribution is without approval of SEBI or any Competent court.

In such case NSE may not allow any adjustment for Corporate Action and No contracts will be closed. Then it may happen that Futures price of ICL may quote at discount to cash market, and The difference may be the expected price of CSK shares.

I believe there is a low probability to this.

c) Also I wonder, If SEBI enters the pitch and ask for more details about the free gift shares and may request the company to postpone the Ex - Date. SEBI can do that as ICL is under the ambit of SEBI.

Also some Investors or other stake holders may go to court to get clarity of such transfer.

I am sure there is lack of transparency in valuation CSK shares, also It does not have the graces of SEBI or Competent courts. I will take utter caution while dealing with this special situation.

Since My thought process is only about distribution of Free Shares, Here I  have not considered any valuation of ICL cement or any of its other business.

 

This is not a recommendation to anybody whatsoever to buy OR sell this share, but it is my thought process and views on this company.

I welcome your critical comments and suggestions.

PS : I have some position in the stock, So I can be Biased