Katalyst Wealth Risk Arbitrage/Special Opportunities Investment Operations

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Content Index
What are Risk arbitrage/Special situations Slide #3 Investment Operations in Weizmann Ltd Slide #5 Investment Operations in TCI Ltd Slide #7 Investment Operations in Investment & Precision Castings Ltd Slide #9 Investment Operations in ZEE News Ltd Slide #11 Investment Operations in NTC Industries (Earlier RDB Industries) Slide #13 Investment Operations in Kesar Enterprises Ltd Slide #15

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What are Risk arbitrage/Special situations

Dear Readers, In his paper, Prof Zeckhauser states, Most investors whos training, if any, fits a world where states and probabilities are assumed known have little idea of how to deal with the unknowable. When they recognize its presence, they tend to steer clear. However, unknowable situations have been and will be associated with remarkably powerful investment returns Indeed, we would speculate that the major fortunes in finance have been made by people who are effective in dealing with the unknown and unknowable. This will probably be truer still in the future. Risk Arbitrage/Special situations Arbitrage (sometimes called risk arbitrage) is a special type of investment operation that is meant to generate profit with little or no risk. By taking advantage of special situations that arise in the security markets from time to time, an investor can exploit price discrepancies created by special situations, increasing his net worth regardless of whether the market itself advances. Risk arbitrage opportunities arise out of announced corporate transactions such as takeovers, mergers, de-mergers, special dividends, share buybacks, and bankruptcy restructurings. On the whole, risk arbitrage can be a source of steady and dependable profits over long periods of time. It is the responsibility of the investor to exercise sound judgment and decide at what time and in what amount he is willing to engage in these types of operations. Many institutional investors set aside a portion of their portfolio (ten or twenty percent, for example) that is dedicated to arbitrage commitments, special opportunities, liquidations and other specialized investing practices.

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Investment Operations in Various De-merger opportunities

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Investment Operations in Weizmann Ltd

A complex case of Mergers & De-mergers
On 26th Mar10, Weizmann Ltd (BSE Scrip Code 523011) informed BSE that the Board of Directors of the Company at its meeting considered and approved the Scheme of Arrangement (SOA) in between its wholly owned subsidiaries and partially owned subsidiaries (This was a slightly complex case involving many subsidiaries and their mergers and de-mergers) BSE Link - http://www.bseindia.com/qresann/news.asp?newsid={8BEA9C6C-B8B5-4DB5-9C66-EF399BF98747} At the time of announcement by the company on 26th Mar10, the stock was trading at Rs 34/- per share however we waited for the shareholders to approve the scheme of arrangement as directed from the High court. (In Demerger operations, first an approval of Shareholders and creditors is sought and once they approve the same, its left to the High Court to approve the same). Starting Oct'10 (In such cases, one has to keep a tab on the proceedings in order to grab the opportunity), we started buying from BSE. We were in constant touch with the company and knew that the High court is about to approve the De-merger. We could buy the shares of Weizmann Ltd at an average price of Rs 66/- per share in the month of Oct'10. The High court approved the Scheme of Arrangement on 3rd Nov'10 while the ex-date for demerger was fixed as 8th Dec10. We sold off all the Weizmann ltd shares on ex-date at Rs 25/- per share and thus got entitled for the shares of Weizmann Forex and Karma Energy. As per the SOA (refer the above link) for every 1000 shares (1000 stated for the purpose of ease of calculation) of Weizmann bought at 66, we received 667 shares of Weizmann Forex and 667 shares of Karma energy.

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Investment Operations in Weizmann Ltd

Thus the combined cost of investment came at Rs 30.73/- per share for every share of {66*1000-25*1000 = 41000. 41000/(667+667) = Rs 30.73} Weizmann Forex and Karma Energy each. As per our approximate valuations the Karma Energy Ltd should have opened at Rs 15/- per share on listing date and Weizmann Forex Ltd should have listed at Rs 100/- per share. Going fast forward, on 28th Jun11, Karma energy was trading at Rs 24/share on listing date and we could manage to sell it on an average of Rs 23 on the same day. On the other hand Weizmann Forex listed at Rs 62. We decided to hold on Weizmann Forex because we saw immense value in the company and waited for Rs 100/- per share. Next week Weizmann Forex touched a high of Rs 97. We sold all our shares at an average of Rs 92/- per share. Thus, we could manage an average price of Rs 57.5/- per share of Weizmann Forex and Karma Energy each while our cost of acquisition stood at Rs 30.73/- per share (refer previous slide). Start of Investment Operations Cost of acquisition of each share of Weizmann Forex and Karma energy Average Selling price for each share of Weizmann Forex & Karma energy Month of closure of Investment operations Time period of Investment operation in Weizmann Ltd Absolute Return Annualized Return Oct10 Rs 30.73 Rs 57.50 Jun11 8 Months 87.11% 130.66%

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Investment Operations in TCI Ltd

Land Value unlocked

On 17th Mar10, Transport Corporation of India Ltd (TCI) informed BSE that the Board of Directors of the Company at its meeting considered and approved the Scheme of Arrangement (SOA) relating to the demerger of "Real Estate & Warehousing" division of the Company into a separate company by the name of TCI Developers. BSE Link - http://www.bseindia.com/qresann/news.asp?newsid={AD3E0289-5E86-4E61-A11B-99AF82962628} As per the SOA, the existing Shareholders of TCI would have received 1 (one) equity share each in the Transferee Company i.e. TCI Developers Ltd. (TDL) against every 20 equity shares held by them in the Company TCI Ltd. On 29th Jun'10 the shareholders approved SOA, while on 5th Oct10 the honorable High Court approved the demerger. We were not expecting the record date and approval from high court to come so fast and we bought shares only after approval from High court but 15 days before the record date (Record date is a date on which a company looks to see who its shareholders are and thus ensures that dividend checks, bonus issues, etc get sent to the right people.)

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Investment Operations in TCI Ltd

We bought 1000 shares of TCI at an average purchase price of Rs 144/- per share and sold them off after the ex-date at Rs 134/- per share. As per the SOA, we received 50 shares of TCI developers at a cost of Rs 200/- per share (144*1000 134*1000 = 10000. 10000/50 = Rs 200). The shares of TCI developers got listed on 19th Apr11, which were trading on an average price of Rs 300 and we could manage to sell them off for Rs 301/- per share. In 6 months we could thus manage a pre-tax profit of 50% in the falling markets. Start of Investment Operations Cost of acquisition of each share of TCI Developers Average Selling price for each share of TCI Developers Month of closure of Investment operations Time Period of investment operation in TCI Ltd Absolute Return Annualized Return Oct10 Rs 200 Rs 301 Apr11 6 Months 50.50% 101%

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Investment Operation in Investment & Precision Castings Ltd

Highest Return in Shortest duration
On 3rd Jul08, Investment & Precision Castings Ltd informed BSE that the company will be holding a meeting on 31st Jul08 to obtain the consent of the equity shareholders and unsecured creditors, with or without modification, of the Scheme of Arrangement and Demerger between the Company i.e. Investment & Precision Castings Ltd and Tamboli Capital Ltd. BSE LINK - http://www.bseindia.com/qresann/news.asp?newsid={D7232638-4870-4086-A879-7D351F86D8AE} Meanwhile, Investment & Precision Castings Ltd informed BSE that CRISIL assigned its ratings to BBB+/STABLE/P2 to the various bank facilities of the Company. The ratings reflected company's established presence in the investment casting business, healthy operational efficiency, and strong financial risk profile. On 25th Feb09 Investment & Precision Castings Ltd informed BSE that the Board of Directors of the Company have determined March 20, 2009 as the Record Date. The swap ratio fixed by the Board is as below: 2 New Equity Shares of Tamboli Capital Ltd for every 1 share of Investment and Precision Castings held by the shareholders of the Company.

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Investment Operation in Investment & Precision Castings Ltd

During Feb09, we were running through one of the worst phases of the Indian market; however we bought 1000 shares of Investment and Precision Castings Ltd at Rs 40/- per share in Feb'09 and sold on the ex-date at Rs 33/- per share. As per the SOA, we received 2000 shares of Tamboli Capital at a cost of Rs 3.5/- per share (40*1000 33*1000 = 7000. 7000/2000 = Rs 3.5). Going fast forward, we could not believe our luck when Tamboli Capital got listed 1 year later (The listing of Transferee company does get delayed at times) in the raging bull market on 15th Mar10. The stock traded on huge volumes at Rs 45/- per share. The luck was on our side because the auto cycle was booming, and we could thus sell our shares at an average price of Rs 45/- per share. We never expected such kind or returns when we started with the investment operations in Feb09 as the markets were engulfed by one of the worst bear markets. Start of Investment Operations Cost of acquisition of each share of Tamboli Capital Average Selling price for each share of Tamboli Capital Month of closure of Investment operations Time Period of investment operation in Investment and Precision Ltd Absolute Return Annualized Return Feb09 Rs 3.5 Rs 45 Mar10 13 Months 1185.71% 1094.50%

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Investment Operations in ZEE News Ltd

Easy Arbitrage
On 29th Oct09, Zee News Ltd informed BSE that the Board of Directors of the Company approved the Scheme of Arrangement for transfer / demerger of Regional General Entertainment Business undertaking into Zee Entertainment Enterprises Ltd. (ZEEL). In consideration for the said demerger, the Board also approved swap ratio of 4 equity shares to be issued by ZEEL to the shareholders of the ZEE News Ltd for every 19 equity shares of the Company ZEE News held by them as on the record date. BSE LINK - http://www.bseindia.com/qresann/news.asp?newsid={F712ED9D-7930-426E-BA90-C8D8C8E78ECB} On 30th Mar10, the company fixed 16th Apr10 as the Record date. Usually with bigger companies, the board approval, shareholders approval and High Court approval are obtained soon and thus one needs to monitor their proceedings closely. We had started buying shares of Zee News Ltd in Mar10 and could buy the shares at an average price of Rs 60/- per share, thus 190 (190 used for ease of calculation) shares cost us Rs 11400. We sold all the shares of Zee News on exdate at Rs 18/- per share. Thus Zee Entertainment Enterprises Ltd shares cost us Rs 199.5/- per share (60*190 18*190 = 7980. 7980/40 = 199.5).

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Investment Operations in ZEE News Ltd

Zee Entertainment Enterprises ltd. is also listed in F&O space. We went short on Zee entertainment at Rs 288/- in Futures and thus locked in our profits in order to avoid any market related risks. When we got the shares of Zee Entertainment Enterprises ltd in 22 days, the price was Rs 305/- per share and we sold of all our shares in the cash market at Rs 305/- per share, however we had already locked in our profits at Rs 288/- per share by going short in Futures. For cases where the shares of Transferee company are already listed and also listed in F&O, its always better to lock in profits by going short in Futures. Start of Investment Operations Cost of acquisition of each share of Zee Entertainment Enterprises Ltd Average Selling price for each share of Zee Entertainment Enterprises Ltd Month of closure of Investment operations Time Period of investment operation in ZEE News Ltd Absolute Return Annualized Return Mar10 Rs 199.5 Rs 288 Apr10 1 Month 44.36% 532.32%

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Investment Operations in NTC Industries Ltd

Extraordinary Returns
On 10th Oct09 RDB Industries (now renamed as NTC Industries Ltd) informed BSE that the Meeting of the holders of Equity Shares of the Company will be held on October 28, 2009, for the purpose of considering and approving the scheme of arrangement ('the Scheme') proposed to be made between the RDB Industries Ltd and RDB Realty & Infrastructure Ltd. and their respective Equity Shareholders. As per the proposed SOA the realty division of RDB Industries Ltd. was to be hived off to RDB Realty & Infrastructure Ltd. and the shareholders of the Company would have received one equity share of Demerged Company RDB Realty & Infrastructure Ltd. against 1 (one) equity shares presently held by them in RDB Industries Ltd. BSE LINK - http://www.bseindia.com/qresann/news.asp?newsid={FBA53235-3560-40A6-8523-F91AD4DB64B4} We started buying the shares of RDB Industries in Feb10 (now NTC Industries Ltd) and could buy the shares at an average price of Rs 130/- per share. Next month, the stock price came down to Rs 110/- per share on account of delay in approval by the honorable High Court, however we didnt sell any share. The High Court finally approved the SOA on 12th Apr10, while the Record date was eventually fixed as 23rd Jun10. We were able to sell RDB Industries at an average price of Rs 118/- per share on the ex-date.

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Investment Operations in NTC Industries Ltd

Thus RDB Realty & Infrastructure Ltd shares cost us Rs 12/- per share (130*1000 118*1000 = 12000. 12000/1000 = Rs 12). RDB realty eventually got listed on 13th Dec10. We could manage to sell off all our shares on the listing date at Rs 88/- per share. The returns were extraordinary in this case though beyond our expectations as the realty index was down and we were not expecting RDB Realty to list at such a good price. But at the same time market always surprises. Investment operations in Demerger cases deliver the best returns if performed in bear market and de-merged shares get listed in the bull market. Since this feature is not in our hand and we can only focus on value creation and value unlocking from the demerger cases. Start of Investment Operations Cost of acquisition of each share of RDB Realty & Infrastructure Average Selling price for each share of RDB Realty and infrastructure Month of closure of Investment operations Time period of Investment operation in RDB Industries Absolute Return Annualized Return Feb10 Rs 12 Rs 88 Dec10 10 months 633.33% 759.99%

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Investment Operations in Kesar Enterprises Ltd

Investment Operation that didnt go as per the expectations
On 22nd Jan09, Kesar Enterprises Ltd informed BSE that the Board of Directors approved The Scheme of Arrangement of Demerging the Storage Undertaking / Division of the Company into Kesar Terminals & Infrastructure Ltd. (KTIL). As per the Scheme of Arrangement of Demerger, it was proposed to allot 7 Equity Shares each of KTIL for every 10 fully paid up Equity Shares of Kesar Enterprises held by the Shareholders of the Company. BSE LINK - http://www.bseindia.com/qresann/news.asp?newsid={746DA879-AE03-4B75-A5E2-C0538126D690} In Kesar Terminals we saw immense value so did we in Kesar enterprises as the sugar prices were very high at that point of time. This demerger took a long time for approvals from Shareholders and thereafter from High Court, so we decided to wait before starting with investment operations. In Feb 10 we noticed promoters making open market purchases in Kesar enterprises and we therefore spoke with the Company Secretary of Kesar enterprises (Got assurance that approval from the High Court isn't far). We started with our investment operations and could manage our purchases at an average price of Rs 120/- per share of Kesar Enterprises. On 12 Mar10 the SOA was eventually approved by the High Court and the record date was fixed as 14th May10.

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Investment Operations in Kesar Enterprises Ltd

In the mean time from Feb10 to May10 the sugar cycle suddenly collapsed. We still decided to hold on Kesar enterprises and sold it on ex date. We sold our 1000 shares on ex-date at Rs 60/- per share. Each Kesar terminals stock cost us Rs 85.71 (120*1000 60*1000 = 60000. 60000/700 = Rs 85.71). We were expecting the listing within 6 months. The shares got listed at Rs 95/- per share on 22nd Dec10. Market scenario had changed in the meantime and we had to sell our shares at Rs 95/- per share. It was a profitable investment operation for us but we missed out on lot of other opportunities and thus incurred an opportunity cost because from Feb10 to Nov'10 it was a raging bull market in India and we would have been better off investing in good businesses. Start of Investment Operations Cost of acquisition of each share of Kesar Terminals & Infrastructure Average Selling price for each share of Kesar Terminals & Infrastructure Month of closure of Investment operations Time Period of investment operations in Kesar Enterprises Absolute Return Annualized Return Feb10 Rs 85.71 Rs 95.00 Dec10 10 Months 10.83% 12.99%

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