OCBC will soon complete the funding exercise for its takeover of WHB. Although the proposed rights issue would dilute FY15F EPS by a mild 3%, the acquisition would lower ROE to 11.6% and CET-1 to 10.2%. With the acquisition expected to be EPS and ROE accretive only in 2017, we believe OCBC would continue to trade below mean multiples in the near term. Maintain NEUTRAL on OCBC, as we prefer DBS for exposure to Greater China.
Proposes SGD3.32bn rights issue. OCBC has proposed a 1-for-8 rights issue (RI) of 440.05m new shares at SGD7.65 per share. With SGD2,976m raised earlier from the issuance of Tier-2 subordinated notes and its Scrip Dividend Scheme, the RI net proceeds of SGD3,320m (ex-estimated expenses of SGD50.2m) would bring total funding to SGD6,296m. This would sufficiently cover total cash consideration of SGD6,228m (USD5.0bn) paid for its takeover of Wing Hang Bank (WHB) (302 HK, NR). OCBC would trade ex-RI on 25 Aug and management expects to complete the cash call by end-Sep 2014.
Financial impact. Management reiterated its earlier guidance that the acquisition would only be EPS and ROE accretive in Year 3 (ie 2017).With the RI expanding issued capital by 12.8%, we expect a mild 3% dilution in FY15F EPS. However, ROE would be cut by 110bps to 11.6%and the fully-loaded common equity Tier-1 (CET-1) ratio would fall to 10.2% (June 2014: 11.3%). With capital management plans in place, management believes OCBC would have sufficient capital to support growth without the need for another RI. We will include the adjustments in our forecasts and TP after the stock goes ex-RI.
Key risks from this acquisition include: i) execution of strategies to capture offshore CNY flows and growth of its wealth management business, ii) management of OCBC's capital position, and iii) integration of operations and retention of WHB customers.
Maintain NEUTRAL. At theoretical ex-RI price of SGD9.92, OCBC is valued at 10.6x FY15F P/E and 1.2x FY15F P/BV (historical mean: 12.7x P/E and 1.5x P/BV). Although we believe the market has priced in the WHB deal, valuation multiples would likely remain below trend given the dilution impact over the next 1-2 years. We prefer DBS (DBS SP, BUY, TP: SGD21.00) for exposure to Greater China prospects.
Makes SGD3.32bn Cash Call
Proposes SGD3.32bn rights issue. OCBC has proposed a 1-for-8 rights issue of 440.05m new shares at an issue price of SGD7.65 per rights share. The rights price is at a 25% discount to the pre-announcement closing price of SGD10.20 on 15 Aug2014, and a 23% discount to the theoretical ex-rights price of SGD9.92. Management expects to complete the right issue by end-Sep 2014.
Completes funding for WHB acquisition. In its announcement, management said the rights issue will strengthen OCBC's balance sheet following the completion of its takeover offer of WHB in end-July 2014. Proceeds from the capital-raising exercise will be utilised for general corporate funding purposes.
To recap, in April 2014, OCBC made a voluntary general offer (VGO) to acquire WHB shares at HKD125 per share. At the close of the VGO on 29 July 2014, OCBC acquired and received acceptances totalling 300.73m WHB shares, representing 97.52% of WHB's issued capital. Total consideration for WHB of HKD38,723m (USD4,997m or SGD6,228m) will be fully settled in cash.
With the proposed right issue, OCBC will raise the required capital to finance the takeover of WHB. Other capital management exercises undertaken include issuance of USD2.0bn subordinated notes that qualify as Tier-2 capital under the Monetary Authority of Singapore's Basel III framework in April and June 2014, and SGD486m from reinvestment of FY13 final dividend under the Scrip Dividend Scheme.
Financial impact from WHB acquisition with rights issue
Acquired WHB at 1.77x P/BV. OCBC's offer price of HKD125 per WHB share values the Hong Kong lender at 1.77x book value as at end-2013. With ROE of 10.6% and ROA of 1.06% for FY13, the acquisition multiple appears unattractive compared with Singapore banks' current valuation of 1.3x FY14F P/BV, with ROE of 11.4% and ROA of 0.95%. The 1.77x valuation multiple, we believe, incorporates a scarcity premium given that WHB is one of four remaining family -owned banks in Hong Kong.
Fully-loaded CET-1 would be cut by 110bps. Based on the capital management exercises taken, management expects that OCBC's CET-1 capital ratio would be lowered to 13.2% from 14.7% (June 2014) after consolidation of WHB's financialsand taking into account the SGD20.96bn goodwill arising from the acquisition. On a fully-loaded basis, OCBC's CET-1 of 11.3% (June 2014) would be trimmed to 10.2%. OCBC's planned subscription for additional shares in Bank of Ningbo Ltd to rai se its stake from 15.34% to 20% - which would involve investment of SGD383m (or USD298m) - could lower fully-loaded CET-1 below 10% vs the minimum requirement of 9%. However, management believes that with its Script Dividend Scheme and other capital management plans, there would not be need for another rights issue. EPS and ROE accretive in Year 3. Management reiterated its earlier guidance that the WHB acquisition would only be EPS and ROE accretive in Year 3 (ie 2017). Management did not provide any details on expected revenue and cost synergies except that it had budgeted integration costs of SGD40m-50m that would mainly be investments in systems and technology. Management believes the low-hanging fruit from the acquisition would include cross-selling of treasury, wealth management and bancassurance products and services.
Assuming WHB's FY13 net profit of HKD2.19bn is sustained in 2015 (excluding merger synergies and integration costs), the 12% increase in OCBC's issued capital would dilute FY15F EPS by 3% to SGD0.94, while ROE would fall from 12.7% to
11.6%.
Rationale For Acquisition
Acquisition to augment Greater China strategy. Currently, OCBC has one branch in Hong Kong and another in Taiwan, while its wholly -owned OCBC Bank (China) has 16 branches and sub-branches in China. Its private banking unit, Bank of Singapore, has a branch in Hong Kong.The acquisition of WHB ties in with management's strategy to grow OCBC's business by riding on Asian mega trends of increasing intra-Asian trade flows, Hong Kong's growing importance as a financing centre for China, and rising wealth among Asians. For management, the rationale for the acquisition includes:
i) WHB's expertise in SME banking in Greater China (China, Hong Kong, Taiwan and Macau) would complement OCBC China's current focus on corporate banking;
ii) WHB's stronger presence in Hong Kong would provide OCBC with significant opportunities in private banking for Bank of Singapore;
iii) WHB would offer OCBC an established franchise and a sizeable platform to grow its CNY-denominated businesses;
iv) OCBC would have expanded scale in terms of product capability, network size, customer base and market coverage with minimal duplication; and
v) Opportunities for cross-selling wealth and bancassurance products and services to
WHB's affluent retail customers and SME clients.
WHB focuses on retail banking in HK and Macau, SME financing in China. WHB is the eighth-largest bank in Hong Kong and sixth -largest in Macau by total loans. It has a network of 95 branches in Hong Kong (67 branches), Macau (13) and Mainland China (15). In FY13, the bank derived 77.5% of pretax profit from Hong Kong, 16.6% from Macau and 6.8% from China. In Hong Kong, retail banking accounted for 54.6% of its total profit, while treasury comprised 32.7% and corporate banking 12.7%. In Macau, WHB is focused mainly on retail banking while in Mainland China, it has a good franchise in SME financing. WHB has also carved a niche in auto and equipment financing in Hong Kong and Macau.
As at end-2013, Hong Kong accounted for 66.5% of gross loans, Mainland China at 19.1%, Macau at 13.7% and others at 0.7%. In Hong Kong, WHB has high exposure to the property sector - home mortgages made up 28.6% of loans, property investment at 22.6% and property development at 2 .6%. However, asset quality appeared healthy with the sector's gross impaired loans ratio at a low 0.01% at end-2013. Instead, Mainland China loans had a higher impaired loans ratio of 1.5%.
Profit from Greater China could rise to 16% from 6%. Based on its financials for year ended 31 Dec 2013, WHB would expand OCBC's Greater China gross loans by c.81% to SGD49.13bn (or 26% of the enlarged entity's gross loans) and lift pretax profit contribution from Greater China to c.16% from 6% in FY13.
OCBC's Greater China loans grew at a CAGR of 31.6% between FY08 and FY13, while pretax profit from Greater China increased at a CAGR of 83% between FY10 and FY13. In FY13, Greater China accounted for 16% (FY08: 8%) of OCBC's loans and 6% (FY10: 1.2%) of group pretax profit. DBS Group derived 26% of group profits from Greater China while loans from this region made up 36% of its total loans.