ROADSHOW PRESENTATION - February 2019 - STFC
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Disclaimer THIS DOCUMENT AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. The Information has been prepared to assist the recipients in making their own assessment of Shriram Transport Finance Company Limited and its subsidiaries (the “Company”) and does not purport to contain all of the information that may be required. The Company makes no representation or warranty as to the accuracy or completeness of any information contained herein, including any estimates or projections, and nothing contained herein should be relied upon as a promise or a representation regarding future events or performance. No responsibility or liability is assumed for any information contained herein or opinions or for any errors or omissions from this document. All information presented or contained in this document is subject to verification, correction, completion and change without notice. The information contained in this document should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of this document. None of the Company or Barclays Bank PLC, Deutsche Bank AG, Singapore Branch, Emirates NBD Bank PJSC, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, ING Bank N.V., Singapore Branch and Standard Chartered Bank (the “Managers”) nor any of their respective affiliates, advisers or representatives is under any obligation to keep current the information contained in this document and any opinions expressed in it are subject to change without notice. None of the Company, the Managers nor any of their respective affiliates, advisers or representatives accept any liability whatsoever (whether in contract, tort, strict liability or otherwise) for any direct, indirect, incidental, consequential, punitive or special damages howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. Certain statements in this document may constitute "forward-looking statements". These statements reflect the Company’s beliefs and expectations about the future and are subject to risks and uncertainties. These forward-looking statements are based on a number of assumptions about the Company’s operations and factors beyond the Company’s control, and accordingly, actual results may differ materially from these forward-looking statements. This document does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any decision to purchase the Company’s securities in the context of an offering (if any) should be made solely on the basis of information contained in the offering documentation published in relation to such offering. This document should not be regarded by recipients as a substitute for the exercise of their own judgment and the merit and suitability of an investment in the Company or any of its securities should be independently evaluated. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH AN OFFERING IS RESTRICTED OR PROHIBITED. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. 2
Contents 1. Transaction Overview 5 2. Attractive Industry Dynamics 7 3. Company Overview 10 4. Key Credit Highlights 14 5. Financial Summary 24 6. Appendix 26 3
Presenters Umesh Revankar Parag Sharma Chief Executive Officer Chief Financial Officer Associated with Shriram Group Associated with Shriram Group for about 3 decades for over 24 years 4
Key Transaction Summary Terms Details Issuer Shriram Transport Finance Company Limited (“STFC”) Issue Fixed rate, senior secured US$ bonds Size Benchmark Tenor [] Security Charge on a specified pool of receivables exclusively earmarked for this issuance Expected Issue rating BB+ / BB+ (S&P / Fitch) Use of proceeds Onward lending and other activities as may be permitted by the ECB Directions, in accordance with the approvals granted by the RBI Included but not limited to: Maintenance Covenants Security Coverage Ratio >= 1.0 Security will at all times consist of Standard Assets Distribution Reg S only Listing Singapore Stock Exchange Governing Law English Law Joint Global Coordinators Deutsche Bank, HSBC, ING, Standard Chartered Bank and Bookrunners Joint Bookrunners Barclays, Emirates NBD Capital, J.P. Morgan 6
2. Attractive Industry Dynamics 1. Introduction 7 7
NBFC Sector is an Integral Part of India’s Credit Market India’s under penetrated credit market is witnessing an increasing share of NBFCs... Credit to GDP ratio NBFC share in India’s credit market China 206% 19% 16% Singapore 171% 13% United States 151% Malaysia 136% Thailand 116% India 56% Indonesia 40% FY13 FY17 FY20E Source: BIS research, as of June 2018 Source: “Non-banks share of credit pie to increase 300 bps in 3 years” CRISIL, September 2018 …while being governed by a robust regulatory framework Shriram is a leader in the NBFC Asset Financing space Parameter Banks2 NBFC Tier I Capital Ratio1 7% 10% Market share of 25 – 27% in pre-owned Commercial Capital to Risk Assets Vehicle (CV) financing 9% 15% Ratio (CRAR) 1 Non-payment for 90 Non-payment for 90 Definition of NPA days days 1. NBFC – Non deposit taking – Systematically important (asset size > INR 500 crore) and NBFC – Deposit Source: S&P Rating Report Taking would have to comply with the norms 2. Does not include Capital Conservation Buffer Abbreviations: NBFC – Non-Banking Finance Company 8
Positive Outlook for Commercial Vehicle (CV) industry Demand for CVs to pick up in the upward cyclical trend Domestic CV sales / production trend 860 Units (000s) 680 710 610 790 810 890 700 2014-15 2015-16 2016-17 2017-2018 Source: Society of Indian Automobile Manufacturers (SIAM) Production Demand Strong Industry Potential Company’s Growth Strategy Second hand truck financing market is under penetrated with 55- Build partnerships with private financiers in the unorganized market 60% of the market with private financiers charging high interest rates to leverage their local know-how Stricter emission norms and legislative pressure on banning trucks Introduction of top-up products like finance for tyres, working capital older than 15 years to trigger replacement demand and engine replacement Greater demand from e-commerce / logistics companies Increase penetration into rural and urban centres Improvement of road infrastructure and growing freight capacity Economies of scale - incremental cost of new products is low Source: Company filings 9
3. Company Overview 1. Introduction 10 10
STFC- India’s Largest Asset Financing NBFC and a Pioneer in Pre-owned Commercial Vehicle Financing Strong track record of operating history and consistent profitability for 40 years Key highlights (as of 31 Dec 2018) Optimum Asset Mix AUM split as of 31 Dec 2018 2.01 mn 26,256 1,348 Branches, 0.1% 5.4% 3.7% HCV Customers Employees 885 Rural Centers 22.9% M&LCV 16,236 500 US$ 3.4 bn 46.4% Passenger Vehicles Field Officers Private financiers Market Cap3 US$ 14.9bn Tractors AA+ Long Term A1+ (Highest) Short BB+ International Equipment Finance Rating1 Term Rating2 Rating4 21.6% Business loan and others 1 - India Ratings (Fitch Subsidiary), 2 - India Ratings, CRISIL, CARE 3 – as of 28 Jan 2019 CRISIL (S&P Subsidiary) and CARE 4 – S&P and Fitch (One notch below sovereign) STFC has grown at double digit CAGR over the last 5 years… ...with strong returns and sound asset quality AUM (US$ bn) Net worth (US$ bn) 19.72% 16.92% 14.9 2.1 13.7 1.8 7.47% 7.2 1.0 2.78% NIM RoE CRAR Net NPA Mar'13 Mar'18 Dec'18 Mar'13 Mar'18 Dec'18 (Dec'18) (Dec'18) (Dec'18) (Dec'18) Source: Company filings The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP 11 FX rate: USDINR = 69.79, as of 31 December 2018; Abbreviations: AUM - Assets Under Management
Key Milestones and History of Collaborative Growth • 2002: Preferential Successfully Successfully allotment to • Successfully placed raised INR raised INR Citicorp Finance INR 10bn of NCD 13.5bn through 36.48bn, INR (India) with domestic issuance of 6.07bn and INR investors ‘Masala Bonds’ – 5.37bn through Introduced STFC was India Ratings & Research Senior Secured public issue of • 2004: Preferential Purchased Shriram established Long- Term Rating upgraded Rupee bonds allotment to Axis hypothecation loans Automall to IND ‘AA+’ Denominated Bank and from GE Capital Bonds’ listed on Successfully Investment from Reliance Capital worth c. INR 11bn CRISIL upgraded long-term Singapore Stock raised ECB of Tata Motors & debt rating to ‘CRISIL Ashok Leyland AA+/FAAA/Stable' Exchange US$350mn 1979 1984 1990 1999 2002-04 2005-06 2009 2010 2011 2013 2015-16 2017 2018-19 Initial Tied up with Citicorp • 2005: Investment from • Successfully AUM crosses INR Divestment of Shriram Successfully Public for CV financing ChrysCapital raised INR 500bn Automall India Limited by raised INR Offering 5.84bn selling a controlling stake 11.60bn through • 2006: Investment from TPG through QIP of 55.44% issuance of ‘Masala Bonds’ – listed on Singapore Stock • 2006: Merger of Shriram Exchange Investment Ltd. and Shriram 1st securitization Overseas Finance Ltd. with transaction by STFC STFC; PAT crosses INR 1bn Source: Company filings Abbreviations: NCD - Non Convertible Debenture 12
Diversified & High Quality Institutional Ownership Ownership (as of 31 Dec 2018) History of High Quality Institutional Shareholding 0.17% 12.00% 1 Shriram Capital Limited 6.67% Promoter & Promoter Group 26.08% FII and FPI 2 Piramal Enterprises Limited 4.45% MF/Banks Public 3 Sanlam Life Insurance Limited Other Corporate Bodies 50.63% NRI/OCBs 4 TPG Newbridge Current 5 Abu Dhabi Investment Authority Key Shareholders % Shareholding (mn) Shriram Capital Limited 59.17 26.08 6 Government Of Singapore Piramal Enterprises Limited 22.6 9.96 Sanlam Life Insurance Limited 6.76 2.98 7 Kuwait Investment Authority Abu Dhabi Investment Authority (sub accounts) 4.04 1.78 New World Fund Inc 3.25 1.43 8 Norges Fund Societe Generale 3.20 1.41 Stichting Depositary APG EM Equity Pool 2.95 1.30 9 Chrys Capital Government Pension Fund Global 2.94 1.30 Smallcap World Fund, Inc 2.73 1.20 10 Citicorp Finance Vanguard Emerging Markets Stock Index Fund 2.63 1.16 Public & Others 116.61 51.40 Total 226.88 100.00 11 Axis Bank Source: Company filings Abbreviations: NRI - Non Resident Indian; OCB - Overseas Corporate Body 13
4. Key 1. Credit Highlights Introduction 14 14
Key Credit Highlights 1 Created High Barriers to Entry Strengthened by a Prudent Underwriting Process 2 Consistent and Long Track Record of Low Credit Losses 3 Access to a Range of Diversified Funding Sources 4 Well Managed ALM Profile with an Adequate Liquidity Cushion 5 Robust Financial Performance & Proven Track Record 6 High Standards of Corporate Governance With a Majority Independent Board 15
1 Created High Barriers to Entry… Long term relationship with borrowers and expertise to value vehicles has created high barriers to entry Knowledge Driven Valuation Model Critical Success Factor Vehicle Assessment Loan Amount Valuation Exposure Old CVs 60-70% LTV Ratio EMI Limits Repayment Ability New CVs 75-80% LTV Ratio STFC has right mix of scale and skill Awareness of load structure / business mix Low customer concentration Relationship Based Recovery Model Clearly Demarcated Responsibilities Field Officers Compulsory monthly visits Loan Origination Managing large cash collections Inspection & Valuation Well-aligned incentives structure Financing Small Truck Operators Underdeveloped banking habits Collection / Repossession Customer Base Source: Company filings Abbreviations: EMI – Equated Monthly Installments 16
1 …Strengthened by a Prudent Underwriting Process Initial evaluation Approval process Loan administration – Vehicle inspection / – Branch manager is and monitoring evaluation report, to authorized to approve – Product executives ascertain condition and a loan if the proposal offer to visit customers market value meets the established for collection – Field investigation criteria – The MIS department report including asset – Relevant RTO and centralised details of customer and endorsement forms operating team guarantor required to be monitors compliance – Two independent executed by the with credit terms borrower references required – Each branch limits its – Loan officer ensures loans to ~1,500 that a KYC checklist is customers completed by applicant Loan Initial Approval Collection and Credit policies Disbursement administration evaluation process recovery and monitoring Credit policies Disbursement Collection and recovery – Stringent credit – Margin money / other – Administered in-house policies to ensure charges collected prior – For every 30 days of asset quality to disbursements delay, the matter is – Branch manager must – May require customers escalated to branch conduct trade to submit post-dated managers who may reference checks cheques initiate vehicle – Policies with respect to – Endorsement of the repossession in case of vehicle type, RTO registration certificate default records, insurance, and insurance policy to – Vehicle repossession is hypothecation, be executed in the a relatively guarantor requirement Company’s favour uncomplicated etc. procedure, thus acting as a deterrent against default Source: Company Abbreviations: RTO – Regional Transport Office 17
2 Consistent and Long Track Record of Low Credit Losses CV Financing Business Pre Owned (5-10 Years & 2-5 Years Old CVs) New (83% of AUM) (12% of AUM) Lending yields 16-24% (5-10 years) Lending rates 12-16% Lending yields 14-16% (2-5 years) Small truck owners (less than 5 trucks) Existing customer base upgrading to new trucks Credit write offs (the closer indicator of asset quality of any NBFC) remain low and less than 2% 79.12% 79.98% 70.45% 69.33% 71.11% 70.93% 180dpd 150dpd 120dpd 90dpd 9.16% 8.97% Snapshot of delinquencies 8.17% and NPA coverage ratios 6.18% 3.86% 3.80% 2.66% 2.83% 2.78% 1.91% 1.69% 1.67% 1.73% 1.74% 1.81% 1.91% 0.84% 0.79% FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Dec 2018 Provisioning Gross NPA Net NPA % Write-off to Avg. Total Assets Source: Company The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP 18
3 Access to a Range of Diversified Funding Sources Driven by efforts across all liability types Consistent liquidity source Debt capital markets Upgraded to AA+ by India Ratings (FY15) / CRISIL (FY16) Securitized and assigned assets – (US$ bn) NCDs (US$ bn) 3.5 3.8 1.8 2.7 1.6 1.7 FY17 FY18 Dec 18 FY17 FY18 Dec 18 Access to equity capital markets Strong banking relationships Listed for more than 30 years Regular Equity Investment by Strategic Investors Preferential Allotment to Citicorp Finance (India) in 2002 Preferential Allotment to Axis Bank and Reliance Capital in 2004 Investment from ChrysCapital (2005) and TPG (2006) INR 5.84 bn QIP issuance with domestic & international investors (2010) Source: Company FX rate: USDINR = 69.79, as of 31 December 2018 19
4 Well Managed ALM Profile with an Adequate Liquidity Cushion Negligible reliance on Short Term Borrowings including Commercial Paper Borrowing profile as of Dec 2018 Adequate short term liquidity cushion as of Sep 2018 1.78% 10.77% Amount (US$ bn) Public Deposit 6.8 6.1 Term Loan 4.7 32.71% 20.94% Commercial Paper 3.8 3.6 NCD backed Commercial Paper 2.8 Subordinated debts 2.30% 4.30% Securitization Bonds Mar-17 Mar-18 Sep-18 19.96% 7.24% Other borrowing Short term outflows Short term inflows Well distributed Asset Liability Management profile as of Sep 2018 Amount (US$ bn) Outflows Inflows 6.0 5.3 2.8 2.9 3.0 2.8 2.1 1.0 1.2 1.3 0.8 0.8 0.8 0.9 0.5 0.5 5 years Source: Company FX rate: USDINR = 69.79 The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards 20
5 Robust Financial Performance & Proven Track Record NIM on AUM Higher cost efficiency and returns (Cost to Income) % % 21.52% 7.50% 7.48% 7.47% 21.15% 20.73% 7.16% 20.59% FY17 FY18 9M FY18 9M FY19 FY17 FY18 9M FY18 9M FY19 Net NPA Ratio Capital Adequacy ratios % 2.83% % Tier-2 Capital 2.78% Tier-1 Capital CRAR Regulatory minimum: 15% (1) 19.72% 16.94% 16.87% 4.76% 2.66% 1.74% 2.63% 15.20% 14.24% 14.96% FY17 (120dpd) FY18 (90dpd) Dec 18 (90dpd) FY17 FY18 Dec 18 Note: 1. Prescribed by RBI/2014-15/299 DNBR (PD) CC.No.002/03.10.001/2014-15 The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP 21
6 High Standards of Corporate Governance With a Majority Independent Board Highly reputed board of majority independent directors consisting of individuals with long and established careers Laksminarayanan Subramanian Member of Indian Administrative Services (IAS – retired) Chairman (Independent) Served at senior positions in the Ministry of Home Affairs, Ministry of Communication & IT etc. Joined in 1987; associated with Shriram Group about three decades and has shouldered various responsibilities and worked in several Umesh Revankar key roles of business operations Managing Director & CEO Holds a degree in MBA Finance Former Chairman & Managing Director of Central Bank of India, with nearly four decades of experience in commercial and development S Sridhar banking out of which 13 years were at the CEO/Board level Independent Director Currently serves as an Independent Director on Boards of various companies, and also as a consultant to financial services companies Pradeep Kumar Panja Holds Masters degree in Science (Statistics) from the University of Madras and is a Certified Associate of the Indian Institute of Bankers Independent Director Had a distinguished career as a Banker, retired as a Managing Director (Corporate Banking) of State Bank of India in October 2015 Joined CV Finance business of Shriram Group in 1992 as Head of Investment Servicing D V Ravi Currently serves as Managing Director of Shriram Capital Ltd Director Commerce graduate from University of Bangalore and holds PG Diploma in Management from IMRA, Anand Mrs Kishori Udeshi Holds degree in MA in Economics. First women Deputy Governor of RBI and also on the Board of SEBI, NABARD & EXIM Bank Independent Director Puneet Bhatia MD, Country Head – India for TPG Capital’s Asian Business Director Former CEO of the PE Group for GE Capital India and MBA from IIM Calcutta Sumatiprasad M Bafna Has extensive experience in the transportation business Independent Director Board Director of Bafna Aviation Pvt. Ltd., Isuta Electronics (India) Ltd etc. Gerrit Lodewyk Van Heerde Chief Financial Officer of Sanlam Emerging Markets Director Has over two decades of experience in the financial services industry and has represented Sanlam at various other boards 22
Key Investment Rationale Long term relationship with borrowers and expertise to value vehicles has created high barriers to entry Created High Barriers to Entry Strengthened by a Prudent Underwriting Strong underwriting policies with low customer concentration and small ticket sizes Process Field officers are responsible for recovery of the loans they originate Consistent and Long Track Record of Credit write offs remain consistently low Low Credit Losses Along with robust origination policies, STFC has historically maintained a high standard of asset quality Well diversified strategic mix of retail deposits and institutional funding Access to a Range of Diversified Securitization of loan book at regular intervals to fund new originations and maintain growth momentum Funding Sources Strong banking relationships with marquee names and demonstrated access to capital markets Well Managed ALM Profile with an Well managed ALM profile with negligible reliance on short term borrowings including CPs Adequate Liquidity Cushion STFC has maintained adequate liquidity cushion historically especially in the short term Consistently been able to pass on any changes in cost of borrowing to the end customer, as demonstrated Robust Financial Performance & Proven by a stable NIM Track Record Strong cost-to-income performance due to vast scale of operations and established business model High Standards of Corporate Highly reputed board of majority independent directors Governance With a Majority Independent Board Consisting of individuals with long and established careers 23
5. Financial Summary 1. Introduction 24 24
Robust Balance Sheet along with Strong Profitability Total assets Total equity(1) Total borrowings US$ bn US$ bn US$ bn 2.2 12.8 15.6 1.8 12.7 1.6 9.1 10.7 1.4 7.6 9.7 7.1 FY16 FY17 FY18 Dec 18 FY16 FY17 FY18 Dec 18 FY16 FY17 FY18 Dec 18 Net income ROE US$ mn % 260 17.4% 16.9% 225 215 13.1% 169 181 12.0% 11.6% FY16 FY17 FY18 9M FY18 9M FY19 FY16 FY17 FY18 9M FY18 9M FY19 Source: Company Note: 1. Sum of share capital and reserves and surplus less miscellaneous expenditure The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards FX rate: USDINR = 69.79, as of 31 December 2018 25
6. Appendix 1. Introduction 26 26
Group Structure Shriram Capital Limited (SCL) 26.08% 33.75% 74.56 % 76.65% 99.64% Shriram Transport Shriram City Shriram Shriram Life Shriram Finance Union General Insurance Credit Company Finance Insurance Company Company Limited Limited Company Limited Limited (SCCL) (STFCL) [Listed Entity] Limited [Listed Entity] 95.81% 44.56% 77.25% Shriram Fortune Solutions Limited Shriram Shriram 80% Housing Shriram Wealth Advisors Automall India Finance Limited Limited Limited Shriram Asset Management 68.67% Company Limited [Listed Entity] Insight 100% 89.99% Commodities & Shriram Insight Share Brokers Futures Private Limited Limited Shriram Financial Products 100% Solutions (Chennai) Private Limited Note: The companies given in the structure are main operating companies of the Group, as of 31 December 2018 27
List of Abbreviations Abbreviation Nomenclature ALM Asset Liability Management AUM Assets Under Management CAGR Compounded Annual Growth Rate CV Commercial Vehicle CRAR Credit to Risk Assets Ratio DPD Days Past Due ECB External Commercial Borrowing EMI Equated Monthly Installments EPS Earning Per Share FII Foreign Institutional Investor FPI Foreign Portfolio Investor GDP Gross Domestic Product KYC Know Your Client LCV Light Commercial Vehicles LTV Loan To Value MF Mutual Funds MIS Management Information System MHCV Medium & Heavy Commercial Vehicles NBFC Non-Banking Finance Company NCD Non Convertible Debenture NIM Net Interest Margin NPA Non Performing Asset NRI Non Resident Indian OCB Overseas Corporate Body QIP Qualified Institutional Placement ROA Return On Assets ROE Return On Equity RTO Regional Transport Office 28
Thank You 29
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