IPO NOTE BSE January 23, 2017 Subscribe Background Established in 1875, BSE is Asia's first stock exchange and one of the most recognizable brand names in India. The S&P BSE SENSEX is India's most widely tracked stock market benchmark index. More than 5900 companies are listed on BSE making it world's No. 1 exchange in terms of listed companies. BSE is the world's largest exchange by number of listed companies, and India's largest and the world's 11th largest exchange by market capitalization, with US$ 1.7 trillion in total market capitalization of listed companies. Business The stock exchange business in India provides huge scope for growth due to faster economic growth, large size of the economy, huge foreign portfolio inflows, rising disposable income, increasing internet penetration and migration of savings to financial assets. But, despite being Asia’s first stock exchange, BSE has gradually lost out its business to rival NSE, which began operations in 1994. As at the end of March 2016, market share of BSE in Equity Cash Segment is only 15% and just 6% in Equity Derivatives Segment. Interestingly, the Equity Derivatives Segment accounts for 85% of volume traded in our Exchanges. In the emerging segments of Currency and Interest Rate Derivatives, BSE is holding decent market share of 36% and 17% respectively, but not a market leader in any. New Initiative BSE has commenced operations of India’s first ever International Stock Exchange (INX) at Gujarat International Financial Tec (GIFT) City. INX will allow trades for 22 hours in a day. INX will start when trading at Japanese exchange starts, and will end when U S exchanges stop. It will be world’s fastest exchange in terms of response time, with median trade speed of 4 micro-seconds. INX will help BSE compete with other international financial centres such as Dubai, Singapore, Hong Kong, New York and London. According to BSE Managing Director, the exchange will reclaim some lost market share to equity-futures in Singapore, currency derivatives in Dubai and structured products in Hong Kong. Issue Details Offer Period : Jan 23-25 Price band : Rs. 805-806 Face Value : Rs. 2/- Issue Size : 1,240 Crores (Offer for sale of 1.54 crore shares by existing investors) No. of shares (Post Issue) : 5.46 crore shares Market Cap : 4,400 Crores (at upper band) Financial Snapshot Rs. Crores Consolidated FY 2016 Total Income 658.00 Total Expenditure 359.00 PBIDT 299.00 OPM% 45.44 PAT before minority interest PATM(%) Minority Interest PAT after minority interest EPS Valuation At the issue price of Rs.806 per share the IPO is priced at 36 times FY2016 earnings. Total Market Cap works out to Rs.4,400 crores. BSE has huge cash and investments in its books, at Rs.450 per share, which provides some downside protection to investors. Our View This IPO is more suitable for investors who take contrarian approach to investing. Core business is not robust now and re-gaining market share is not easy either. BSE is taking lot of new initiatives for future growth. Apart from that prudent utilization of cash in books will be key to shareholder returns Investors with a medium term horizon can subscribe to the issue. 159.00 24.16 36.00 122.00 22.35 Net Worth 2449.28 Total Debt 2.53 Non Current Investments 1525.00 Current Investments 537.00 Cash and Bank balance 401.00 (Net of deposits & C.liabilities) ROCE(%) 6.40 RONW(%) 5.43 Stock Exchange Business in India Though BSE is the oldest exchange in our country, rival NSE controls a lion’s share of the total turnover in almost all the business segments. In Equity Derivatives Segments, which contribute to 85% of total turnover in the exchange, NSE is a monopoly. Globally too, only 1–2 players dominate the exchange business for an asset class in a market with other players, if any, staying insignificant. New entrants in the market have not been able to establish significant market share. Thus liquidity in exchanges is sticky and it is difficult to move market shares unless driven by radical changes (technology, participation, policies), such as the NSE in 1994, the only such example. Opportunity for Stock Exchanges in India A fast growing economy, reasonable valuation (market capitalization to GDP ratio), huge foreign inflow, high internet penetration and significant migration to financial savings place the stock exchange business in a sweet spot in India. Apart from being the fastest growing economy, India is a very large economy also with a huge young population. Percapita disposable income has been growing at 15% and savings at 10% respectively, for the last 10 years. But, the savings in financial assets is significantly low compared to developed economies. Recent developments (demonetization) point towards significant migration to financial assets in future and it will be a “new trend” emerging. Another interesting aspect is the ownership pattern of Indian equities, where promoters own 47% (based on BSE100) and FIIs own 26%. Retail investors and domestic institutions own 13% each, with scope for more gains in future. How well BSE is placed to grow? In the stock exchange business, BSE has gradually lost out to NSE, ever since its inception in 1994, and the gap has significantly widened. NSE is the market leader for cash equities (~85% market share), equity derivatives (~94% market share), currency derivatives (~59% market share) and IR derivatives (~79% market share) as of March 2016. Though the market share of BSE in cash equities has stabilized at 15% and is a growth driver for the exchange, it is not well positioned to capture the overall growth in the stock exchange business in our country. Its attempt to revive equity derivative segment was a big failure*. So, the reversibility of market share trend may not be possible. (See page 2, para 1 – stock exchange business in India). *In September 2011, BSE launched a series of liquidity enhancement incentive programs (the "LEIPS") in an attempt to gain market share in equity derivatives segment. Under the LEIPS, BSE lowered transaction fees and offered volume-based and open interestbased cash incentives to members. The expenses for the LEIPS in FY 2012, FY 2013, FY 2014, FY2015 and FY 2016 was rupees 604.9 million, 955.4 million, 612.9 million, 342.5 million and 172.4 million, respectively. Although turnover increased under LEIPS, the exchange began reducing incentives during FY 2013 and removed entirely as of April 1, 2016. Consequently, turnover slumped from FY 2015 to FY2016 and for three months ended June 30, 2016, decreasing by 99.9% from its height of 2,080,160 equity derivative contracts traded per day in FY 2015 to 1,446 in the three months ended June 30, 2016. On the consolidated income, BSE has four income streams namely – Securities Services# (39%), Services to Corporates (26%), Data Dissemination Fees (4%) and Income from Investments and Deposits (29%). BSE has more scope to improve revenue from information services as international exchanges earn much higher revenue (10-25%) from such services. (#Note: Securities Services income include income from depository services and clearing & settlement of subsidiaries. In the absence of that, standalone income from security services is only 16% of total standalone revenue) New initiatives – Key to future growth BSE has commenced operations from India’s first ever International Stock Exchange at Gujarat International Financial Tec (GIFT) City. A wholly owned subsidiary of BSE, India International Exchange or INX will allow traders to buy and sell stocks for 22 hours in a day. Following the International trading timings, this unique stock exchange will start when trading at Japanese stock exchange starts, and will end when US stock exchange stops. It will be world’s fastest exchange in terms of response time, with median trade speed of 4 micro-seconds. The international exchange will help BSE compete with other international financial centres such as Dubai, Singapore, Hong Kong, New York and London. According to BSE M D, the exchange will reclaim some lost market share to equityfutures in Singapore, currency derivatives in Dubai and structured products in Hong Kong. India INX will start with equity derivative products, commodity derivatives and eventually allow listing of depository receipts on its platform. The first product is Sensex 50, an index derivative. Nearly 100 brokers comprising of foreign and domestic have sought permission from regulators to set up offices inside the GIFT IFC. Around 40 brokers have received permission so far In another initiative, BSE has entered into a strategic partnership with S&P Dow Jones Indices LLC, USA ("SPDJI") to grow its index business by calculating, disseminating and licensing various index products, which has culminated in the formation of an Indiabased joint venture, Asia Index Pvt. Ltd. Internationally, it has signed an agreement with Deutsche Boerse whereby they sell and market BSE market data and information to international clients. Financial Performance Consolidated Financial Highlights Particulars (Rs. Crores) FY Ended Mar-16 Mar-15 Mar-14 Mar-13 Mar-12 Total Income 658.00 624.00 530.00 553.00 578.00 Total Expenditure 359.00 320.00 243.00 244.00 220.00 PBIDT 299.00 304.00 287.00 309.00 358.00 OPM% 45.44 48.72 54.15 55.88 61.94 159.00 151.00 160.00 144.00 199.00 PATM(%) 24.16 24.20 30.19 26.04 34.43 Minority Interest 36.00 21.00 24.00 24.00 26.00 122.00 129.00 135.00 119.00 172.00 22.35 23.63 24.73 21.80 31.51 2449.28 2460.55 2376.40 2289.75 2230.22 PAT before minority interest PAT after minority interest EPS Net Worth Total Debt 2.53 4.10 1.80 0.87 306.05 1525.00 1410.00 1125.00 527.00 816.00 537.00 865.00 1061.00 826.00 569.00 1610.00 1452.00 1469.00 2048.00 2202.00 ROCE(%) 6.40 8.94 8.34 7.20 10.93 RONW(%) 5.43 7.32 6.86 5.92 9.43 Non Current Investments Current Investments Cash and Bank balance Note: On a standalone basis, total income for FY2016 is Rs.516 crores, out of which income from investments and deposits is Rs.234 crores. Earnings Trigger: In its board meeting on May 19, 2016, the SEBI Board approved an amendment to remove the provision that required all recognized stock exchanges to transfer 25% of their profits to the Settlement Guarantee Fund. SEBI is currently working on amending the regulations, the amendments have not yet taken effect. If it comes in to effect, BSE will see earnings upgrade to that extent. Note: MCX, which is a only listed exchange in our market now is in to commodity trading. It is trading at more than 40 PE, but it is a market leader with 89% market share in commodity trading business in India. Valuation At the issue price of Rs.806 per share the IPO is priced at 36 times FY2016 earnings and the total Market Capitalisation works out to Rs.4,400 crores. BSE has huge cash and investments in its books. At the end of FY2016, total value of investments is Rs.2,062 crores and cash & bank balance is Rs.401 crores (Net of deposits & current liabilities) as per its consolidated balance sheet as at 31st March, 2016. The value of cash and investments works out to Rs.450 per share, which will provide some down side protection for investors. Last year, BSE has paid a dividend of 902% or Rs.18 per share. A major buy-back (up to max. permissible limit) would be a more prudent way of utilizing the cash and rewarding shareholders. This would help improving the RoE profile also, which is at sub-par levels. Besides this, BSE also holds 54.2% in CDSL, which is India’s second largest depository. CDSL has also filed papers for IPO and BSE would be looking to sell up to 30% stake to bring down its stake in line with regulatory requirements. Preliminary reports suggest total valuation of CDSL at about Rs. 1,500 crores. Disclaimer : This report has been prepared by Inditrade Capital Ltd. 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