Valuation of VTB Bank (PJSC)
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Valuation of VTB Bank (PJSC) Summary of valuation report №17 BI 125 RO Valuation date: 01 July 2017 Client: VTB Bank (PJSC) Consultant: RUSSIAN APPRAISAL 25 August 2017 2 25 August 2017 To Deputy President of VTB Bank (PJSC) Mr. Herbert Moos Dear Mr. Moos, In accordance with agreement №17 BI 125 RO between VTB Bank (PJSC) and RUSSIAN APPRAISAL dated 19 July 2017 we have estimated market value of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC). Valuation date: 1 July 2017. The performed analysis allows us to make the following conclusion: Market value of one ordinary share of VTB Bank (PJSC), subject to all assumptions and limiting condition, as of 1 July 2017 falls within range (rounded) from 3.8 kopecks (lower limit) to 8.2 kopecks (upper limit). Market value of one Type 1 preference share of VTB Bank (PJSC), subject to all assumptions and limiting conditions, as of 1 July 2017 equals to 1.0 kopeck. Market value of one Type 2 preference share of VTB Bank (PJSC), subject to all assumptions and limiting conditions, as of 1 July 2017 equals to 10.0 kopeck. The results of current valuation were approved by the Russian Society of Appraisers in accordance with the expert opinion № 1619/2017/2 from 19 September 2017. This document represents a summary of the full valuation Report of VTB Bank (PJSC) prepared in compliance with Federal Valuation Standards of Russia. Full text is provided in the original Report. The methodology of calculations and drawing conclusions, sources of information and all key assumptions, calculations and conclusions are provided in the Report. The individual parts of the Summary cannot be construed separately and should be read only in conjunction with the full text of the Report and taking into account all the assumptions and limiting conditions contained therein. We used the Income Approach (DCF method) and Market Approach (Market quotes method) in the valuation process. Our valuation was conducted in compliance with Federal Valuation Standards of Russia. Sincerely yours, CEO, RUSSIAN APPRAISAL _____________ Alexander Ivanov Report on valuation of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC) RUSSIAN APPRAISAL 3 Contents Contents 3 List of exhibits 4 Key facts 7 Valuation methodology 8 Glossary 10 Macroeconomic analysis 11 Banking sector overview 15 Bank overview 20 Financial analysis of VTB Bank (PJSC) 24 Valuation of VTB Bank (PJSC) 33 Report on valuation of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC) RUSSIAN APPRAISAL 4 List of exhibits Exhibit 1 Abbreviations and notation 10 Exhibit 2 Key indicators of the world economy in 2009–2016 11 Exhibit 3 Dynamics of USD and EUR exchange rates and Brent oil price 01.01.2016–31.05.2017 12 Exhibit 4 CPI indicators 2009–2016, % 12 Exhibit 5 Key indicators of Russian socioeconomic development in 2017-2026 14 Exhibit 6 Russian banking sector macroeconomic indicators for 2010-2016, RUR billion 15 Exhibit 7 Change in loans in the Russian Federation, 2011-6 m 2017, RUR billion 16 Exhibit 8 Change in deposits in the Russian Federation, 2011-6 m 2017, RUR billion 16 Exhibit 9 Profitability indicators of Russian banks dynamics, % 16 Exhibit 10 Russian banking sector 17 Exhibit 11 Penetration rate of loans and deposits by European countries as of 01.01.2017, % 17 Exhibit 12 Forecast of VTB Bank's position in the industry 19 Exhibit 13 VTB Bank (PJSC) major stakeholders (ordinary shares) 20 Exhibit 14 VTB Bank (PJSC) major stakeholders (ordinary shares) 20 Exhibit 15 General information about VTB Bank (PJSC) 21 Exhibit 16 VTB Bank (PJSC) quotes for 01.01.2008-01.07.2017 21 Exhibit 17 VTB Bank (PJSC) credit ratings 22 Exhibit 18 Structure of the VTB Group 23 Exhibit 19 Balance sheet of VTB Bank (PJSC) for 2014-6m 2017, RUR billion 24 Exhibit 20 Bank’s assets structure for the period 2014 – 6 m. 2017, % 25 Exhibit 21 Structure of gross loans to customers by their types for the period 2014 –6 m. 2017, % 25 Exhibit 22 Structure of loans to legal entities as of 30.06.2017, % 25 Exhibit 23 Non-derivative financial assets at fair value through profit or loss structure as of 30.06.2017, % 26 Exhibit 24 Share of other assets in the Bank’s total assets, % 27 Exhibit 25 Liabilities structure of the Bank during 2014-6m 2017, % 27 Exhibit 26 Due to other banks as of 30.06.2017, RUR billion 27 Exhibit 27 Structure of other borrowed funds for 2014-6m 2017, RUR billion 28 Exhibit 28 Debt securities issued for 2014-6m 2017, RUR billion 28 Exhibit 29 Share of other liabilities in the Bank’s total liabilities, % 28 Report on valuation of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC) RUSSIAN APPRAISAL 5 Exhibit 30 The Bank’s equity structure as of 30.06.2017, RUR billion 28 Exhibit 31 The Bank’s share capital structure, RUR billion 29 Exhibit 32 The Bank’s capital adequacy indicators for 2015-6m 2017, RUR billion 29 Exhibit 33 VTB Bank (PJSC) profit and loss statement for the period 2014-6 m 2017, RUR billion 29 Exhibit 34 The Bank’s interest income structure, RUR billion 29 Exhibit 35 The Bank’s effective interest rates (interest income) 30 Exhibit 36 The Bank’s interest expenses structure, RUR billion 30 Exhibit 37 The Bank’s effective interest rates (interest expenses) 30 Exhibit 38 Profitability indicators of VTB Bank (PJSC) over 2014 – 6m 2017 31 Exhibit 39 Financial model (balance) of the Bank for 2017-2019, RUR billion 34 Exhibit 40 Historical and forecasted changes in total assets of the Bank 35 Exhibit 41 Historical and forecasted changes in loan portfolio of the Bank 35 Exhibit 42 Comparison of historical and forecasted structure of the Bank's assets over 2014-2019, % 35 Exhibit 43 Historical and forecasted changes in customer deposits of the Bank 35 Exhibit 44 Comparison of historical and forecasted structure of the Bank's liabilities over 2014-2019, % 35 Exhibit 45 Financial model (P&L) of the Bank for 2017-2019, RUR billion 35 Exhibit 46 Historical and forecasted changes in net interest income of the Bank 36 Exhibit 47 Historical and forecasted changes in net fee and commission income 36 Exhibit 48 Historical and forecasted changes in other non-interest income 36 Exhibit 49 Historical and forecasted changes in operating expenses 37 Exhibit 50 The Bank's loan portfolio and allowances for impairment in 2014-2019, RUR bln. 37 Exhibit 51 Historical and forecasted changes in cash and short-term assets 38 Exhibit 52 Historical and forecasted changes in due from other banks 38 Exhibit 53 Historical and forecasted changes in financial assets 39 Exhibit 54 Historical and forecasted changes in customer deposits, RUR bln. 40 Exhibit 55 Ratio between term deposits and current deposits for each group of customers, % 40 Exhibit 56 Due to other banks and other borrowed funds analysis, RUR bln. 40 Exhibit 57 Debt securities issued analysis, RUR bln. 41 Exhibit 58 Projected balance of VTB Bank (PJSC), RUR billion 42 Exhibit 59 Supporting charts for projection balance sheet calculations, RUR billion 42 Exhibit 60 Dynamics of interest rates (lending) over 2014-2019 45 Exhibit 61 Dynamics of interest rates (borrowing) over 2014-2019 45 Exhibit 62 Net fee and commission income analysis 46 Exhibit 63 Other non-interest income analysis 46 Exhibit 64 CIR analysis, % 47 Exhibit 65 Projected income statement of VTB Bank (PJSC), RUR billion 48 Exhibit 66 Supporting calculations for projected income statement 48 Exhibit 67 Analysis of key indicators of the projection income statement, % 49 Exhibit 68 Size premiums according to «2016 Valuation Handbook - Guide to Cost of Capital (Duff&Phelps)» 50 Exhibit 69 Analysis of specific risks 51 Exhibit 70 Calculation of the Bank specific risk premium, % 51 Exhibit 71 Yields on long-term dollar and ruble bonds 51 Exhibit 72 Discount rate calculation for VTB Bank (PJSC) (CAPM), % 51 Report on valuation of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC) RUSSIAN APPRAISAL 6 Exhibit 73 Calculation of the Bank’s terminal value 52 Exhibit 74 Discounted cash flows of VTB Bank (PJSC) 53 Exhibit 75 VTB Bank (PJSC) equity value calculation 54 Exhibit 76 Sberbank core financial indicators, RUR bln. 55 Exhibit 77 Multiples calculation 56 Exhibit 78 One ordinary share market value calculation under Capital market method 56 Exhibit 79 Equity value calculation under Market quotes method 56 Exhibit 80 One ordinary share market value calculation under Market quotes method 57 Exhibit 81 Major deals involving stakes in Russian and CIS banks since 2015 57 Exhibit 82 Calculation of P/E multiple 57 Exhibit 83 Calculation of P/BV multiple 58 Exhibit 84 Market value of one ordinary share under Previous deals method 58 Exhibit 85 Calculation of market value of one ordinary share of VTB Bank (PJSC) under Market approach 58 Exhibit 86 VTB Bank (PJSC) valuation results 59 Report on valuation of one ordinary share, one Type 1 preference share and one Type 2 preference share of VTB Bank (PJSC) RUSSIAN APPRAISAL 7 Key facts Key facts Client VTB Bank (PJSC) Consultant RUSSIAN APPRAISAL Standard of value Market value 1 ordinary share of VTB Bank (PJSC) Valuation subject 1 Type 1 preference share of VTB Bank (PJSC) 1 Type 2 preference share of VTB Bank (PJSC) Valuation standards used Federal Valuation Standards of Russia Date of valuation 1 July 2017 Agreement’s number №17 BI 125 RO Date of the Report 25 August 2017 Market value of one ordinary share of VTB Bank (PJSC), subject to all assumptions and limiting condition, as of 1 July 2017 falls within range (rounded) from 3.8 kopecks (lower limit) to 8.2 kopecks (upper limit).