Markets live chat transcript for the chat ending at 11:46 on 29 May 2008. Participants in this chat were: Sam Jones (SJ) Paul Murphy (PM)
Ambani’s MTN control trick
Stock market operators in Johannesburg and Mumbai may have misunderstood the terms of the putative deal – presented as an MTN takeover of Reliance, leaving Mr Ambani with a minority stake in the enlarged entity.
There are actually two options on the table. Here’s the nitty-gritty on a potential $70bn merger:
Reliance, code-named Rome in the talks, will make a straightforward cash and shares offer for MTN, code-named Madrid. Discussions on the mix have centred around a ratio of 65 per cent in Reliance stock and 35 per cent cash.
Phuthuma Nhleko, president and chief executive of MTN, would become chief executive of the enlarged company for at least three years, with MTN chairman Cyril Ramaphosa becoming co-chairman of the new group alongside Mr Ambani for a period of 12 months. Thereafter, Mr Ambani (code-named Apollo) would become sole chairman and Mr Ramaphosa would drop down to vice chairman.
The enlarged Reliance MTN would continue to be an Indian company, but with a secondary listing in Johannesburg.
Alive to South African political sensitivities, the second merger plan under discussion would see MTN retain its South African identity.
MTN would acquire 51 per cent of Reliance from Mr Ambani, who currently controls about two thirds of Reliance, paying in paper. The exchange ratio set would incorporate a “premium deal price,” valuing MTN stock significantly above the Rand 146 level at which it was trading in Johannesburg on Thursday.
MTN would then make a cash tender offer for 20 per cent of the publicly-held stock in Reliance, a minimum requirement under Indian takeover rules. This is not expected to be at a substantial premium to the current Reliance market price.
Simultaneously, Mr Ambani would buy enough shares in MTN from existing holders at the agreed “premium deal price” to take his direct holding in the South African company to 34.9 per cent.
Crucially, a series of agreements would also be struck with key MTN shareholders whereby no third party was able to challenge Mr Ambani’s effective control of the group.
The Indian entrepreneur wants to put these control agreements in place without triggered an ‘acting in concert’ declaration from regulators.
While Mr Ambani will have economic ownership of little more than a third of the enlarged business, he is insisting on effective control in return for an as yet unspecified premium valuation on MTN.
In return, Phuthuma Nhleko. president and chief executive of MTN, has been told he would be asked to lead the enlarged company for at least a further five years, although Mr Ambani would have control over other senior executive appointments.
Respective stock market listings in New Dehli, Mumbai and Johannesburg would be maintained, with a secondary listing in London planned for the future.
The two companies this week began an exclusive negotiation period that will last up to 45 days. It follows the decision by Bharti Airtel, India’s biggest mobile operator, to walk away from a possible deal with MTN.
Related links:
MTN plans reverse takeover of Reliance – FT
Reliance woos elusive MTN – FT analysis
Neil.hume@ft.com
(As told to Paul Murphy)
commodity prices that followed the futures strip – around $130/bbl for oil and $11/mcf gas? Currently, it
appears that many of the integrated companies are discounting in oil prices in the $85-95/bbl range
(based on our valuation analysis), but at sustained higher prices earnings would rise, and there is a
potential that the stocks would be re-rated as returns remain above historical levels.
In a high oil price environment, net production to the Majors can be hit by PSA effects, so reducing
overall production entitlement. Also, we envisage inflation in capital expenditure as commodity prices
rise. However, after taking these factors into account, under such a scenario we see a potential 39%
increase to target price estimates across our sector in response to higher EPS estimates alone.
Additionally, we assess the potential uplift in long term ROACE under the $130/bbl and $11/mcf ‘High
Price’ scenario, and estimate that it could increase the upside potential across the Integrated Oils in the
40-70% range relative to today’s share prices. Based on our lower current commodity price assumption
we still remain overweight on the group with a bias towards European names.
that BP has the highest E&P weighting in terms of contribution to earnings. However, ENI, BG and
Marathon show the weakest increase in upside under the High Price scenario. Marathon is relatively insensitive to movements in oil and gas prices since its E&P segment is relatively small in terms of
earnings contributions as compared to some of the others, however, going forward this will improve as
the company’s upstream sector expands.
However, when oil prices rise, there is more to worry about than PSA and capex inflation trends alone.
History shows us that some governments tend to start re-nationalizing assets as oil and gas revenues
claimed by outside investors start to climb, and others liberally apply windfall taxes, all of which may
serve to reduce any potential additional returns to shareholders for the Integrateds.
• Current expectations call for an active Atlantic hurricane season, with 14
named storms and 7 hurricanes (3 of which are expected to reach Category
3 status or higher). This compares to the 5-year average of 15 named storms
and 8 hurricanes (4 intense) and the longer-term normal of 11 storms and 6
hurricanes (3 intense). Historically, just over half of the Atlantic storms
make their way into the GOM.
• Last year, there were 15 named storms and 2 intense hurricanes, which was
close to the consensus forecast of 15/4. However, most of the storms either
tracked along the east coast or south into Mexico.
• Existing conditions and recent trends point to a normal to above-normal
hurricane season. The lingering, but weakening, La Nina in the tropical
Pacific will promote storm development early before weakening to a neutral
phenomenon by mid-season. Additionally, expectations of above normal
temperatures over the mid-to-northern Atlantic Ocean will encourage storm
development. However cooler waters in the southern Atlantic and
Caribbean may limit the formation of longer duration, GOM-bound storms.
• Hurricane season starts June 1, and we monitor activity by providing
up-to-date maps and assessment of the companies most vulnerable based
upon projected storm paths when they occur.
Where Gulf of Mexico Production Is Focused
• Natural gas production in the offshore GOM is approximately 8 Bcf/d or
15% of total U.S. lower 48 production. By location, approximately 73% of
GOM production is in the central GOM (Mississippi and Louisiana) and
20% is in the Western GOM (Texas). During 2H07, the ramp of
Independence Hub added an additional ~1 Bcf/d of natural gas production.
The hub has been shut-in since early April due to a leak in the associated
Independence Trail pipeline. Production is expected to resume by mid-June.
• Crude oil production in the offshore GOM is approximately 1.3 MMbbls/d
or 31% of total U.S. lower 48 production. By location, 88% of GOM
production is in the central GOM (Mississippi and Louisiana) and 12% is in
the western GOM (Texas).
■ MSCI is adding 98 stocks and removing 179 stocks at half their market
capitalisation as a result of the transition to the new indices.
■ At the same time, 48 stocks will be added and 54 stocks will be removed at their
full market capitalisation as a result of the Semi-Annual Review.
Investors have been aware of the changes resulting from the transition to the new
GIMI indices since May 2007. Changes resulting from the Semi-Annual Review were
announced by MSCI on 6 May 2008.
Estimated impact
The transition to the GIMI indices is a significant event. Two-way index turnover in
the MSCI World index is 5.9%, with MSCI index trackers needing to trade an
estimated US$36bn to implement all of MSCI’s changes.
Semi-Annual Review, we note that the additions have significantly outperformed the
deletions since MSCI’s announcement on 6 May.
The basket of additions and deletions resulting from the transition to GIMI portrays
a slightly different picture. While the additions have largely outperformed, the
outperformance has been less pronounced.
Investors have been aware of the changes occurring as a result of the transition to
the GIMI methodology since 3 May 2007, and have been able to implement the new
indices since 5 June 2007. The performance of stocks affected by the GIMI transition
may therefore indicate evidence of MSCI rebalancing.
Given the outperformance in the lead-up to the first phase of the transition in
November 2007, trackers have had greater reason to move early in the second and
final stage. Flows may therefore be much smaller this time round and the impact of
MSCI’s changes could be much smaller than expected.
Country and sector flows
■ We estimate France, Italy and Germany will have the greatest net buying. The
UK, Norway and the Netherlands are estimated to have the greatest net selling.
■ We expect the greatest demand in the Financials sector. Index trackers will need
to reduce their holdings in Industrials and Information Technology.
Sportingbet plc (‘Sportingbet’ or ‘the Group’)
Turkey update
The Board of Sportingbet has become aware that a number of detentions have been made by authorities in Turkey of people that have been related to Superbahis, the Group’s Turkish facing business. In particular, the Board is aware that individuals related to Maslin Properties Limited, the Group’s ex-marketing partner in the region, along with a number of their associates have been detained. Additionally, the detainees include 2 UK based Sportingbet employees who are Turkish nationals who had been in the country on vacation.
Sportingbet has received no formal clarification of events from the Turkish authorities, and until more information is received the Board is not in a position to comment on this situation further.
In order to build a more balanced geographic risk profile for the business, the Group has, over recent months, been gradually reducing its reliance on this market. For the third quarter ended 30 April 2008, Net Gaming Revenue from Turkey accounted for approximately 14% of Group Net Gaming Revenue, compared to approximately 26% in the second quarter. Additionally, since 1 March 2008, Net Gaming Revenue from Turkey has accounted for approximately 9% of Group Net Gaming Revenue.
The Group continues to trade into the Turkish market. The Board remains confident of meeting market expectations for the fourth quarter and the year ending 31 July 2008.
In light of increased speculation regarding further sector consolidation
(Financial Times; InBev’s potential offer for Anheuser-Busch), we are
removing SABMiller from the Conviction Sell List but retain a Sell rating.
We believe that upside risks exist in the short term and therefore move to
an M&A-driven valuation to derive our SABMiller price target. Our 12-
month price target increases to 1,194p from 1,000p. Since being added to
the Conviction Sell List on January 25, 2008 the shares have risen 13.1%
vs. the FTSE World Europe’s 6.0% gain. Over the past 12 months,
SABMiller’s shares are up 10.5% vs. the FTSE World Europe’s fall of 4.4%.
We remain concerned about input cost inflation and the outlook for the
South African operations, which we expect to remain under pressure in a
worsening economic environment. However, we recognise that M&A
speculation in the sector prompted by InBev’s potential offer for Anheuser-
Busch is likely to be an important driver of the share price in the near
future. Severe industry headwinds (rising input costs) may encourage beer
operators to look for enhanced size, scale of operations and increased
emerging markets exposure. In this context, we expect the market to
re-appraise the value of assets of potential strategic importance. In turn,
this leads us to reassess the strategic value of SABMiller’s assets in a
consolidating brewing world. Based on average transaction multiples in
the sector (10.7x EV/EBITDA), we value SABMiller at 1,194p. This is the
basis of our new 12-month price target.
Downside risks to our view and price target include a sudden change in
market sentiment with regards to sector consolidation, as well as a
deterioration of the economic outlook in South Africa and Colombia.
Upside risks include softer input cost pressure than anticipated and/or
SABMiller being approached as a potential takeover target.
Our analysis shows that stagflation (a period of low GDP growth and highinflation) would present significant challenges for the banks, although less so than deflation. Under stagflation, opportunities to maturity intermediate
disappear and banks’ margins suffer. Cost growth outstrips revenue growth and banks’ operating profitability declines. Asset quality deteriorates and provisions increase. As a result, net profit growth is weak and capitalisation suffers as
internal capital generation lags asset growth. If you had to be invested in the sector in this environment, pick banks that are liability-sensitive, have low operating leverage, good capitalisation, high levels of NPL coverage and high
provisions. In our opinion, these would include the Greeks, Mediobanca, HSBC, Santander and BBVA.
Absolute and real loan growth were a healthy 12.0% and 4.2% per year, respectively.
Cost growth outstrips revenue growth. The sector’s revenue growth during the period was a strong 12.6% per year, driven by loan growth. However, banks’ absolute cost growth during the stagflation period was a poor 13.4% per year driven by wage and other price pressures. The sector cost-income ratio rose 4pp to 69% in the period.
Asset quality deteriorates and provisions rise. Absolute loan-loss charges grew 26.2% per year in the period (18.5% inflation adjusted) on the back of the high levels
of interest rates, slow GDP growth (two recessions) and high unemployment. The sector LLC/loans jumped from 24bp in 1970 to 68bp in 1982.
Net profit growth weakens and capitalisation deteriorates. Absolute net profit growth during the period was 10.2% (2.4% real). Banks kept ROE stable (11.9% in
1970 and 11.6% in 1982) by allowing their capitalisation ratios to deteriorate (equity to assets fell from 7.12% in 1970 to 5.87% in 1982).
Bank share prices. Bank share prices underperformed. Using the Nasdaq indices, banks underperformed the composite index by 32% over this period.
Where to hide? If you do not have to be invested in the sector, do not own any banks.
If you have to be invested in the sector, pick banks that have the following characteristics: liability sensitivity, low operating leverage, good capitalisation, high
levels of NPL coverage and provisions. In our opinion, these include the Greeks, Mediobanca, HSBC, Santander and BBVA.
What is different this time around? Outsourcing and offshoring activities allow banks to rein in wage inflation. Technology-driven efficiency gains are likely to continue and pricing regulation should be more benign this time around; however, increased consumer gearing could lead to higher NPLs in a future stagflation environment.
