New World Development Company Limited
New Coverage: New World Development’s Perps Show Volatility on Plans to Reduce Leverage Through Sale of Infrastructure Arm to Chow Tai Fook Enterprises
Thu 08/03/2023 18:08 PM
Relevant Documents:
Announcement
NWD FY22/23 Interim Report
NWS FY22/23 Interim Report
Hong Kong-listed property and construction company New World Development Company Ltd.’s (NWD) perpetual securities have recently shown volatility, with the company in the process of selling its infrastructure arm to major shareholder Chow Tai Fook Enterprises Ltd., which is controlled by the family of the late Dr. Cheng Yu-Tung. The deal will help NWD to reduce its financial leverage and improve its cash position, as well as increase the likelihood of the call options being exercised of the company’s perpetual securities, said two sources familiar with the matter.
Chow Tai Fook Enterprises, NWD and infrastructure arm NWS Holdings Ltd. jointly announced on June 26 an offer of HKD 9.15 ($1.17) per share for Chow Tai Fook to acquire all the shares it did not already own in NWS, including a 60.9% stake held by NWD. Chow Tai Fook Enterprises is controlled by family members of the late Dr. Cheng Yu-Tung, according to Hong Kong stock exchange filings and information in the announcement. Henry Cheng, the eldest son of Cheng Yu-Tung, is a director of Chow Tai Fook and the chairman of both NWD and NWS, the announcement shows.
The offer price of HKD 9.15 per share represents a premium of 14.5% over NWS’s last traded price of HKD 7.99 before its shares were suspended. It also represents a premium of 30.9% over its average closing price of HKD 6.99 for the 30 trading days prior to the trading halt, the announcement states.
The share disposal would provide the company with cash proceeds of HKD 21.782 billion, which will immediately strengthen its financial position as well as enhance its strategic focus on property development, investment and property-related businesses.
In the same announcement, NWD estimated that if the NWS disposal had been completed on Dec. 31, 2022, based on the offerer’s assessment, NWD’s net gearing, measured by consolidated net debt to total equity, would have decreased to around 42% from around 47%.
NWD in the announcement stated its commitment to reducing NWD’s financial leverage as part of the company’s financial management, including disposals of non-core assets, optimisation of its capital expenditure, treasury management and adjustment of dividend payments.
A simplified organizational structure of the NWD group of companies is below:
Both NWD and NWS bonds are relatively illiquid compared with other high-yield bonds in the Asia credit market as they are unrated, but certain NWD perps have reacted strongly to the NWS share disposal. NWD’s $700 million 4.8% perps callable Sept. 9 rose to 61.6/ 62.7 on June 27 from 58.8/ 59.4 the previous day, following announcing the deal on June 26, and its $1.3 billion 6.25% perps callable March 2024 rose to 77.5/ 78.1 from 74.6/ 75.3 the previous day, according to prices on Cbonds.
NWD has five USD-denominated perpetual securities outstanding, with its $500 million 6.15% perps callable March 2025 indicated around 91.4/ 92.6 on Aug. 3, its $1.2 billion 4.125% perps callable March 2028 indicated around 66.8/ 68.6, and its $1.3 billion 6.25% perps callable March 2024 indicated around 68.3/ 69.6, said two buyside sources, adding that the NWS deal would increase the likelihood of the call options being exercised.
NWS Overview
NWS invests in and operates a wide range of businesses in Hong Kong and mainland China, with its core businesses including toll roads, aviation, construction and insurance. It also manages a strategic portfolio spanning sectors across logistics and facilities management.
For the six months ended Dec. 31, 2022, NWS reported a 7.8% year-over-year increase in revenue of HKD 17.57 billion. Profit attributable to shareholders of the company for the period was HKD 1.162 billion, down 27% over the same period in 2021. Attributable operating profit of the group was HKD 2.101 billion, down 11% year over year, and adjusted EBITDA for the same period was HKD 2.984 billion.
The unaudited consolidated net asset value of NWS and net asset value attributable to NWS shareholders as of Dec. 31, 2022 were HKD 50.083 billion and HKD 39.692 billion, respectively.
As of Dec. 31, 2022, NWS’s total cash and bank balances amounted to HKD 17.692 billion, up from HKD 13.453 billion as of June 30, 2022, the interim report shows.
NWD Business Overview
NWD primarily engages in property development and investment businesses in Hong Kong and Mainland China.
Hong Kong Property Development
In the first half of financial year 2022 to 2023, the company achieved attributable contracted sales in Hong Kong of approximately HKD 7.87 billion, doubling the HKD 3.88 billion in the same period for the year earlier. Contracted sales during the period were mainly from the sale of a 51% interest in a commercial project at Wing Hong Street in Hong Kong’s Cheung Sha Wan district, and also units of the NCB Innovation Centre.
As of Dec. 31, 2022, NWD had a landbank with a total attributable gross floor area, or GFA, of approximately 8.81 million square feet in Hong Kong available for immediate development, of which around 4.04 million sq.ft was for property development use. The company also has agricultural land pending land use conversion in the New Territories.
Mainland China Property Development
NWD’s property development and investment businesses in mainland China are mainly conducted via New World China Land Ltd.
The majority of NWD’s contracted sales in mainland China are in the Greater Bay Area and the Yangtze River Delta Region. For the six-month period ended Dec. 31, 2022, NWD recorded total contracted sales of CNY 9.239 billion ($1.29 billion), down 1% year over year. Average selling price was CNY 54,733 per sq.m., up from CNY 38,102 per sq.m. in 2021, driven by the increased contribution from cities in the Yangtze River Delta Region, especially Hangzhou and Shanghai.
Amid the current challenging property market environment, the company continues to be recognized by the market for its premium branding and high-quality projects.
As of Dec. 31, 2022, the group had a landbank, excluding car parks, with a total GFA of approximately 5.3 million sq.m. available for immediate development in mainland China, of which around 2.9 million sq.m was zoned for residential use.
Property Investment
For the property investment segment, NWD operates a portfolio of office and retail properties under the brand name K11.
In Hong Kong, NWD operates two malls, namely K11 MUSEA and K11 Art Mall, both located in the prime commercial real estate zone of Tsim Sha Tsui. In the mainland, the company operates in tier-one cities including Shanghai and Guangzhou, and key tier-two cities such as Wuhan, Shenyang, Tianjin and Ningbo.
The company expects to operate a total of 39 K11 projects across 11 major cities in Greater China, with a total GFA of 2.9 million sq.m., according to NWD’s 2022 interim report. The company will continue its expansion into the asset-light market in mainland China, with the number of asset-light projects increasing to 10 by the end of 2023.
The company also owned a total of 15 hotel properties across Hong Kong, mainland China and Southeast Asia, totaling 5,958 rooms at the end of 2022.
Financial Overview
In NWD’s interim report for the six months ended Dec. 31, 2022, the company reported consolidated revenue of HKD 40.193 billion, representing a 13% year-over-year increase. Underlying profit was HKD 3.36 billion and profit attributable to shareholders of the company was HKD 1.209 billion, down 14% and 15% year over year, respectively.
A breakdown of NWD’s revenue by segments is below:
Source: NWD FY’22/23 Interim Report
As of Dec. 31, 2022, the company’s total capital resources amounted to approximately HKD 92 billion, including cash and bank balances of approximately HKD 57 billion and undrawn facilities from banks of HKD 35 billion.
The company said in the interim report that there is no need or plan by the group for any equity capital raising from shareholders in the foreseeable future, including rights issuance and share placement.
As of Dec. 31, 2022, the group’s bank loans, other loans, fixed-rate bonds and notes payable amounted to HKD 185.936 billion, including HKD 40.793 billion maturing within one year.
In addition, the company also reported perpetual capital securities of HKD 47.441 billion at the end of 2022, guaranteed by NWD or NWS. Profit attributable to holders of perpetual capital securities was HKD 1.265 billion for the six months ended Dec. 31, 2022.
NWD’s capital structure is below:
–Sherry Li, Cathy Lu
Announcement
NWD FY22/23 Interim Report
NWS FY22/23 Interim Report
Hong Kong-listed property and construction company New World Development Company Ltd.’s (NWD) perpetual securities have recently shown volatility, with the company in the process of selling its infrastructure arm to major shareholder Chow Tai Fook Enterprises Ltd., which is controlled by the family of the late Dr. Cheng Yu-Tung. The deal will help NWD to reduce its financial leverage and improve its cash position, as well as increase the likelihood of the call options being exercised of the company’s perpetual securities, said two sources familiar with the matter.
Chow Tai Fook Enterprises, NWD and infrastructure arm NWS Holdings Ltd. jointly announced on June 26 an offer of HKD 9.15 ($1.17) per share for Chow Tai Fook to acquire all the shares it did not already own in NWS, including a 60.9% stake held by NWD. Chow Tai Fook Enterprises is controlled by family members of the late Dr. Cheng Yu-Tung, according to Hong Kong stock exchange filings and information in the announcement. Henry Cheng, the eldest son of Cheng Yu-Tung, is a director of Chow Tai Fook and the chairman of both NWD and NWS, the announcement shows.
The offer price of HKD 9.15 per share represents a premium of 14.5% over NWS’s last traded price of HKD 7.99 before its shares were suspended. It also represents a premium of 30.9% over its average closing price of HKD 6.99 for the 30 trading days prior to the trading halt, the announcement states.
The share disposal would provide the company with cash proceeds of HKD 21.782 billion, which will immediately strengthen its financial position as well as enhance its strategic focus on property development, investment and property-related businesses.
In the same announcement, NWD estimated that if the NWS disposal had been completed on Dec. 31, 2022, based on the offerer’s assessment, NWD’s net gearing, measured by consolidated net debt to total equity, would have decreased to around 42% from around 47%.
NWD in the announcement stated its commitment to reducing NWD’s financial leverage as part of the company’s financial management, including disposals of non-core assets, optimisation of its capital expenditure, treasury management and adjustment of dividend payments.
A simplified organizational structure of the NWD group of companies is below:
Click HERE to Enlarge
NWD has five USD-denominated perpetual securities outstanding, with its $500 million 6.15% perps callable March 2025 indicated around 91.4/ 92.6 on Aug. 3, its $1.2 billion 4.125% perps callable March 2028 indicated around 66.8/ 68.6, and its $1.3 billion 6.25% perps callable March 2024 indicated around 68.3/ 69.6, said two buyside sources, adding that the NWS deal would increase the likelihood of the call options being exercised.
NWS Overview
NWS invests in and operates a wide range of businesses in Hong Kong and mainland China, with its core businesses including toll roads, aviation, construction and insurance. It also manages a strategic portfolio spanning sectors across logistics and facilities management.
For the six months ended Dec. 31, 2022, NWS reported a 7.8% year-over-year increase in revenue of HKD 17.57 billion. Profit attributable to shareholders of the company for the period was HKD 1.162 billion, down 27% over the same period in 2021. Attributable operating profit of the group was HKD 2.101 billion, down 11% year over year, and adjusted EBITDA for the same period was HKD 2.984 billion.
The unaudited consolidated net asset value of NWS and net asset value attributable to NWS shareholders as of Dec. 31, 2022 were HKD 50.083 billion and HKD 39.692 billion, respectively.
As of Dec. 31, 2022, NWS’s total cash and bank balances amounted to HKD 17.692 billion, up from HKD 13.453 billion as of June 30, 2022, the interim report shows.
NWD Business Overview
NWD primarily engages in property development and investment businesses in Hong Kong and Mainland China.
Hong Kong Property Development
In the first half of financial year 2022 to 2023, the company achieved attributable contracted sales in Hong Kong of approximately HKD 7.87 billion, doubling the HKD 3.88 billion in the same period for the year earlier. Contracted sales during the period were mainly from the sale of a 51% interest in a commercial project at Wing Hong Street in Hong Kong’s Cheung Sha Wan district, and also units of the NCB Innovation Centre.
As of Dec. 31, 2022, NWD had a landbank with a total attributable gross floor area, or GFA, of approximately 8.81 million square feet in Hong Kong available for immediate development, of which around 4.04 million sq.ft was for property development use. The company also has agricultural land pending land use conversion in the New Territories.
Mainland China Property Development
NWD’s property development and investment businesses in mainland China are mainly conducted via New World China Land Ltd.
The majority of NWD’s contracted sales in mainland China are in the Greater Bay Area and the Yangtze River Delta Region. For the six-month period ended Dec. 31, 2022, NWD recorded total contracted sales of CNY 9.239 billion ($1.29 billion), down 1% year over year. Average selling price was CNY 54,733 per sq.m., up from CNY 38,102 per sq.m. in 2021, driven by the increased contribution from cities in the Yangtze River Delta Region, especially Hangzhou and Shanghai.
Amid the current challenging property market environment, the company continues to be recognized by the market for its premium branding and high-quality projects.
As of Dec. 31, 2022, the group had a landbank, excluding car parks, with a total GFA of approximately 5.3 million sq.m. available for immediate development in mainland China, of which around 2.9 million sq.m was zoned for residential use.
Property Investment
For the property investment segment, NWD operates a portfolio of office and retail properties under the brand name K11.
In Hong Kong, NWD operates two malls, namely K11 MUSEA and K11 Art Mall, both located in the prime commercial real estate zone of Tsim Sha Tsui. In the mainland, the company operates in tier-one cities including Shanghai and Guangzhou, and key tier-two cities such as Wuhan, Shenyang, Tianjin and Ningbo.
The company expects to operate a total of 39 K11 projects across 11 major cities in Greater China, with a total GFA of 2.9 million sq.m., according to NWD’s 2022 interim report. The company will continue its expansion into the asset-light market in mainland China, with the number of asset-light projects increasing to 10 by the end of 2023.
The company also owned a total of 15 hotel properties across Hong Kong, mainland China and Southeast Asia, totaling 5,958 rooms at the end of 2022.
Financial Overview
In NWD’s interim report for the six months ended Dec. 31, 2022, the company reported consolidated revenue of HKD 40.193 billion, representing a 13% year-over-year increase. Underlying profit was HKD 3.36 billion and profit attributable to shareholders of the company was HKD 1.209 billion, down 14% and 15% year over year, respectively.
A breakdown of NWD’s revenue by segments is below:
Source: NWD FY’22/23 Interim Report
As of Dec. 31, 2022, the company’s total capital resources amounted to approximately HKD 92 billion, including cash and bank balances of approximately HKD 57 billion and undrawn facilities from banks of HKD 35 billion.
The company said in the interim report that there is no need or plan by the group for any equity capital raising from shareholders in the foreseeable future, including rights issuance and share placement.
As of Dec. 31, 2022, the group’s bank loans, other loans, fixed-rate bonds and notes payable amounted to HKD 185.936 billion, including HKD 40.793 billion maturing within one year.
In addition, the company also reported perpetual capital securities of HKD 47.441 billion at the end of 2022, guaranteed by NWD or NWS. Profit attributable to holders of perpetual capital securities was HKD 1.265 billion for the six months ended Dec. 31, 2022.
NWD’s capital structure is below:
|
12/31/2022
|
EBITDA Multiple
|
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
(HKD in Millions)
|
Amount
|
Price
|
Mkt. Val.
|
US$ Amt.
|
US$ Mkt. Val.
|
Maturity
|
Rate
|
Yield
|
Book
|
Market
|
|
|
||||||||||
|
Secured bank borrowings
|
28,478.8
|
|
28,478.8
|
3,651.1
|
3,651.1
|
|
|
|
||
|
Unsecured bank borrowings
|
119,746.2
|
|
119,746.2
|
15,352.1
|
15,352.1
|
|
|
|
||
|
Loans from NCI shareholders
|
5,483.0
|
|
5,483.0
|
702.9
|
702.9
|
|
|
|
||
|
Other borrowings
|
236.9
|
|
236.9
|
30.4
|
30.4
|
|
|
|
||
|
Total Bank and Other Borrowings
|
153,944.9
|
153,944.9
|
19,736.5
|
19,736.5
|
15.1x
|
15.1x
|
||||
|
Lease liabilities
|
5,291.0
|
|
5,291.0
|
678.3
|
678.3
|
|
|
|
||
|
Total Lease Liabilities
|
5,291.0
|
5,291.0
|
678.3
|
678.3
|
15.6x
|
15.6x
|
||||
|
CNY1.5B "23 NWS MTN 001 BC" 1
|
1,695.0
|
|
1,695.0
|
217.3
|
217.3
|
May-29-2026
|
3.900%
|
|
||
|
Total CNY Bonds
|
1,695.0
|
1,695.0
|
217.3
|
217.3
|
15.8x
|
15.8x
|
||||
|
HKD 1.5B 5.9% notes due 2023 2
|
1,500.0
|
|
1,500.0
|
192.3
|
192.3
|
Sep-18-2023
|
5.900%
|
|
||
|
HKD 2B 6% notes due 2023 2
|
2,000.0
|
|
2,000.0
|
256.4
|
256.4
|
Sep-18-2023
|
6.000%
|
|
||
|
HKD 350M 5.75% notes due 2023 2
|
350.0
|
|
350.0
|
44.9
|
44.9
|
Dec-20-2023
|
5.750%
|
|
||
|
HKD 500M 5.9% notes due 2024 2
|
500.0
|
|
500.0
|
64.1
|
64.1
|
Jan-24-2024
|
5.900%
|
|
||
|
HKD 600M 5.5% notes due 2024 2
|
600.0
|
|
600.0
|
76.9
|
76.9
|
Feb-28-2024
|
5.500%
|
|
||
|
HKD 445M 5.25% notes due 2024 2
|
445.0
|
|
445.0
|
57.1
|
57.1
|
Mar-19-2024
|
5.250%
|
|
||
|
HKD 700M 3.5% notes due 2024 2
|
700.0
|
|
700.0
|
89.7
|
89.7
|
Mar-27-2024
|
3.500%
|
|
||
|
HKD 872M 4.7% notes due 2026 2
|
872.0
|
|
872.0
|
111.8
|
111.8
|
Mar-08-2026
|
4.700%
|
|
||
|
HKD 450M 4.65% notes due 2026 2
|
450.0
|
|
450.0
|
57.7
|
57.7
|
Mar-16-2026
|
4.650%
|
|
||
|
HKD 550M 3% notes due 2028 2
|
550.0
|
|
550.0
|
70.5
|
70.5
|
Mar-10-2028
|
3.000%
|
|
||
|
HKD 1.15B 4% notes due 2029 2
|
1,150.0
|
|
1,150.0
|
147.4
|
147.4
|
Mar-27-2029
|
4.000%
|
|
||
|
HKD 450M 3.8% notes due 2029 2
|
450.0
|
|
450.0
|
57.7
|
57.7
|
May-21-2029
|
3.800%
|
|
||
|
HKD 300M 3.83% notes due 2030 2
|
300.0
|
|
300.0
|
38.5
|
38.5
|
Apr-05-2030
|
3.830%
|
|
||
|
HKD 1.5B 3.5% notes due 2031 2
|
1,500.0
|
|
1,500.0
|
192.3
|
192.3
|
Feb-03-2031
|
3.500%
|
|
||
|
HKD 780M 3.95% notes due 2031 2
|
780.0
|
|
780.0
|
100.0
|
100.0
|
Mar-24-2031
|
3.950%
|
|
||
|
HKD 650M 4.05% notes due 2034 2
|
650.0
|
|
650.0
|
83.3
|
83.3
|
May-29-2034
|
4.050%
|
|
||
|
HKD 1.5B 4.89% notes due 2049 2
|
1,500.0
|
|
1,500.0
|
192.3
|
192.3
|
Dec-31-2049
|
4.890%
|
|
||
|
HKD 1B 4.79% notes due 2051 2
|
1,000.0
|
|
1,000.0
|
128.2
|
128.2
|
Jun-30-2051
|
4.790%
|
|
||
|
Total HKD Bonds
|
15,297.0
|
15,297.0
|
1,961.2
|
1,961.2
|
17.3x
|
17.3x
|
||||
|
$250M 4.125% notes due 2023 3
|
-
|
|
-
|
-
|
-
|
Apr-25-2023
|
4.125%
|
|
||
|
$310M 4.75% notes due 2023 4
|
2,418.0
|
|
2,418.0
|
310.0
|
310.0
|
Dec-05-2023
|
4.750%
|
|
||
|
$600M 4.75% notes due 2027 4
|
4,680.0
|
|
4,680.0
|
600.0
|
600.0
|
Jan-23-2027
|
4.750%
|
|
||
|
$200M 5.875% notes due 2027 2
|
1,560.0
|
|
1,560.0
|
200.0
|
200.0
|
Jun-16-2027
|
5.875%
|
|
||
|
$243.649M 4.25% notes due 2029 5
|
1,900.5
|
|
1,900.5
|
243.7
|
243.7
|
Jun-27-2029
|
4.250%
|
|
||
|
$950M 4.125% notes due 2029 2
|
7,410.0
|
|
7,410.0
|
950.0
|
950.0
|
Jul-18-2029
|
4.125%
|
|
||
|
$562.817M 4.5% notes due 2030 2
|
4,390.0
|
|
4,390.0
|
562.8
|
562.8
|
May-19-2030
|
4.500%
|
|
||
|
$127.835M 3.75% notes due 2031 2
|
997.1
|
|
997.1
|
127.8
|
127.8
|
Jan-14-2031
|
3.750%
|
|
||
|
Total USD Bonds
|
23,355.6
|
23,355.6
|
2,994.3
|
2,994.3
|
19.5x
|
19.5x
|
||||
|
$700M 4.8% Perpetuals 6
|
5,460.0
|
|
5,460.0
|
700.0
|
700.0
|
|
4.800%
|
|
||
|
$1.02B 5.75% Perpetuals 7
|
7,949.3
|
|
7,949.3
|
1,019.1
|
1,019.1
|
|
5.750%
|
|
||
|
$1.3B 6.25% Perpetuals 6
|
10,140.0
|
|
10,140.0
|
1,300.0
|
1,300.0
|
|
6.250%
|
|
||
|
$500M 6.15% Perpetuals 6
|
3,900.0
|
|
3,900.0
|
500.0
|
500.0
|
|
6.150%
|
|
||
|
$1B 5.25% Perpetuals 6
|
7,800.0
|
|
7,800.0
|
1,000.0
|
1,000.0
|
|
5.250%
|
|
||
|
$1.2B 4.125% Perpetuals 6
|
9,360.0
|
|
9,360.0
|
1,200.0
|
1,200.0
|
|
4.125%
|
|
||
|
Total USD Perps
|
44,609.3
|
44,609.3
|
5,719.1
|
5,719.1
|
23.9x
|
23.9x
|
||||
|
Total Debt
|
244,192.8
|
244,192.8
|
31,306.8
|
31,306.8
|
23.9x
|
23.9x
|
||||
|
Less: Cash and Equivalents
|
(53,354.1)
|
(53,354.1)
|
(6,840.3)
|
(6,840.3)
|
||||||
|
Net Debt
|
190,838.7
|
190,838.7
|
24,466.5
|
24,466.5
|
18.7x
|
18.7x
|
||||
|
Plus: Market Capitalization
|
48,670.0
|
48,670.0
|
6,239.7
|
6,239.7
|
||||||
|
Enterprise Value
|
239,508.7
|
239,508.7
|
30,706.2
|
30,706.2
|
23.5x
|
23.5x
|
||||
|
Operating Metrics
|
US$ Amt.
|
|||||||||
|
LTM Reorg EBITDA
|
10,212.6
|
1,309.3
|
||||||||
|
|
||||||||||
|
Liquidity
|
||||||||||
|
Plus: Cash and Equivalents
|
53,354.1
|
6,840.3
|
||||||||
|
Total Liquidity
|
53,354.1
|
6,840.3
|
||||||||
|
Credit Metrics
|
||||||||||
|
Gross Leverage
|
23.9x
|
|||||||||
|
Net Leverage
|
18.7x
|
|||||||||
|
Notes: Source: Refinitiv, Wind, company filings, Reorg estimates; NCI: HKD 25.489 billion 1. Issuer: NWS Holdings Ltd. Issued on May 30, 2023 2. Issuer: NWD MTN Ltd 3. Issuer: FTL Capital Ltd; Repaid 4. Issuer: New World China Ltd 5. Issuer: Celestial Dynasty Ltd 6. Issuer: NWD Finance (BVI) Ltd 7. Issuer: Celestial Miles Ltd Pro Forma: For Pro forma, the proceeds from the new bonds were added to cash as the exact use of proceeds for each of the bond raised remains unclear; The repayment for matured debts were subtracted from cash as the exact source of funding used to repay the debt remains unclear. US$ Translation: HKD/USD rate used for USD conversion is 7.8. |
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–Sherry Li, Cathy Lu
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