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What does Kwek Leng Peck's resignation mean for CDL's share price?
CITY Developments (CDL) has lost about 8 per cent of its market value since revealing last week that there were bitter divisions within its board in relation to its investment in Chinese real estate firm Sincere Property Group (SPG) and its management of Millennium & Copthorne Hotels (M&C).
Its shares closed at S$7.04 on Friday, which is just over 0.6 times the company's net asset value (NAV) as at June 30 of S$11.66 per share. This is even lower than the trough price-to-book valuations at which the stock traded during the depths of the Global Financial Crisis (GFC), which some analysts see as sufficient justification to remain invested.
Yet, CDL's investment fundamentals were quite different a decade ago. In particular, the company was generating much higher returns on equity (ROEs) than it is now.
CDL's ROE jumped sharply to 13.9 per cent in 2007, and then remained in double-digit territory for four more years, all the way through the turmoil of the GFC. Although the stock whipsawed during the crisis period, it was ultimately supported by an elevated level of profitability.
Things have changed since then. CDL's ROE slipped to 9.3 per cent in 2012, from 11.7 per cent in 2011. Its ROE subsequently trended lower and lower, to just 5.4 per cent in 2019.
One likely reason for CDL's falling ROE is that its core property development business has become much tougher over the years.
The government has displayed unwavering determination to stamp out any sign of speculative activity in the property sector. From late 2009 to early 2014, several rounds of "cooling measures" were rolled out in order to tame the market - including increasingly punitive stamp duties and caps on mortgage lending.
In 2018, following a surge in collective sale transactions, the government introduced yet another round of cooling measures, which drew howls of protest from property developers.
While it appears that private property sales are now headed into another upturn, it would probably be unwise for investors to bet that the property market will develop sufficient momentum to drive CDL's ROEs back to the double-digit levels of 2007-2011 without the government slamming on the brakes again.
If shares in CDL are to narrow their discount to book value, the company needs to find other ways to lift its profitability - perhaps by getting into new markets or generating better returns from its investment properties.
This is perhaps why the market has reacted so negatively to the revelation last week of disagreements within CDL's board about SPG and M&C.
Big bet on M&C, SPG
CDL took the London-listed M&C private last year, following a cash offer at 685 pence per share that valued the hotel company at £2.23 billion (S$3.95 billion). CDL already owned 65.2 per cent of M&C before the offer. CDL had previously attempted to take M&C private at 620 pence per share, but its offer was rebuffed by minority investors.
With M&C within its fold, CDL said in its most recent annual report that it plans to pursue initiatives to maximise shareholder value. "These include controlling and reducing operating costs acutely; leveraging the group's global network, resources and real estate capabilities to refurbish assets for enhanced growth - especially those with conference facilities; repositioning underperforming assets and exploring the development of unutilised land."
With the fallout from Covid-19, however, CDL's hotels business has been a major drag on its profitability this year.
For H1 2020, CDL reported a 32.8 per cent year-on-year decline in revenue to S$1,072.9 million. Its earnings for the half-year period came in at just S$3.1 million, versus S$362 million for H1 2019.
CDL reported pre-tax profit of S$13.8 million for H1 2020, down from S$490.3 million for the same period in 2019. The group's hotel operations recorded a pre-tax loss of S$208.2 million, which included S$33.9 million of impairment losses made in view of the pandemic.
It was also last year that CDL announced its initial plan to invest in SPG. In May 2019, CDL said it would stump up 5.5 billion yuan in equity and interest bearing loans to acquire a 24 per cent stake.
But CDL only went as far as extending a loan of 2.75 billion yuan to SPG before the deal was renegotiated.
CDL said in April that it had struck a new deal that would see it acquire a more than 51 per cent stake in SPG for an initial investment of 4.4 billion yuan, part of which will be used to repay the 2.75 billion yuan loan.
CDL will also be granted a call option to purchase an additional 9 per cent effective interest in SPG for 0.77 billion yuan.
CDL's stake in SPG will be held through an offshore holding company in which SPG's chairman and founder Wu Xu will retain a stake, giving him an effective 20 per cent interest in SPG.
This revised deal is based on an agreed valuation of 8.6 billion yuan for SPG, which is almost 50 per cent below SPG's unaudited NAV as at Dec 31 of 16.48 billion yuan.
Through SPG, CDL said it would gain a presence in 18 cities in China, a portfolio of 27 investment properties, a landbank of 9.2 million square metres of gross floor area, and access to SPG's talent pool of over 2,000 employees.
CDL did warn, however, that SPG faces near-term "challenges and uncertainties" caused by the Covid-19 pandemic.
Last week, CDL outlined the full extent of its current exposure to SPG. Besides the 51 per cent equity investment in SPG of 4.4 billion yuan, CDL had subscribed for US$230 million in bonds issued by SPG and extended a working capital loan of 650 million yuan.
CDL had also provided a liquidity support undertaking totalling 1.5 billion yuan relating to bonds issued by SPG that mature on Oct 26, 2020, and a 1.5 billion yuan corporate guarantee in relation to an external bank loan.
CDL calculates its total current exposure to SPG to be S$1.9 billion.
CDL said this continuing financial support for SPG and concerns about the management of M&C were among the reasons that Kwek Leng Peck had decided to resign from its board.
Mr Kwek's decision has potentially significant implications for ordinary shareholders of CDL. Firstly, he clearly has a great deal of knowledge and insight about CDL's business, having been a member of its board since 1987.
More importantly, he is a senior member of the family that ultimately controls CDL. He is a cousin of CDL's executive chairman Kwek Leng Beng, and an uncle of CDL's CEO Sherman Kwek. Even after his exit from the board, he could conceivably continue to influence its thinking on SPG and M&C.
Could CDL ultimately decide that it is on the wrong track with SPG and M&C? What else can it do to lift its sagging ROE? If there is no credible plan to improve its underlying profitability, what is CDL's future as a public-listed company? Should it liquidate some of its key assets and go private?
During the 10-year period up to end-2019, before Covid-19 emerged, shares in CDL delivered a total return of just over 11 per cent (with dividends reinvested). By comparison, the Straits Times Index delivered a total return of more than 54 per cent over the same period.
Unless CDL can confidently offer investors the prospect of significantly better returns that it has generated over the past decade, it seems unlikely that the steep discount to NAV at which its shares trade will narrow much.
CDL's top executives and independent directors could face a testing time in the weeks and months ahead as they engage the company's majority and minority shareholders on the appropriate way forward.