Reliance Industries Ltd
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Page 1 Reliance Industries Ltd. Event Note 01st September 2020 India Equity Institutional Research II Event Update II 01st September, 2020 Page 2 Reliance Industries Ltd. Leveraging the consumption space through inorganic route Acquisition of Future Group: Event highlights • On 29th Aug-20, Reliance Industries announced the acquisition of Future Group for INR 24,713 crore on a slump sale basis through its subsidiary Reliance Retail Ventures Ltd (RRVL) • Through the deal, Reliance will acquire Future Retail (FRL) that owns the BigBazaar that sells everything from groceries to cosmetics and apparel, and Future Lifestyle Fashions Ltd (FLFL) that operates fashion discount chain Brand Factory. The Logistics & Warehousing Undertaking will also be transferred to RRVL. Future Group will be merging these companies into Future Enterprises Limited (FEL) In order to consummate the deal. • RRVL will also invest INR 1,200 crore in the preferential issue of equity shares of FEL to acquire 6.09%of post-merger equity and INR 400 crore in a preferential issue of equity warrants which, upon conversion and payment of balance 75% of the issue price, will result in RRVL acquiring further 7.05% of FEL aggregating to ~14% stake • This acquisition is subject to SEBI, CCI, NCLT, shareholders, creditors and other requisite approvals • We view the merger as a positive event for Reliance Industries as it will help consolidate its space in the organized retail market Background of the scheme: • Future Retail, Future Lifestyle Fashions, Future Consumer, Future Supply Chains and Future Market Networks will merge into FEL. Post the merger, FEL will sell retail and wholesale business along with logistics and warehousing business to RRVL. After this transaction, FEL will retain the manufacturing and distribution of FMCG goods and integrated fashion sourcing and manufacturing business and its insurance JVs with Generali and JVs with NTC Mills. • Intense competition from online and offline retailers, coupled with increasing debt in core retail business, aggravated by recent pandemic negatively impacted FEL and other group companies. Out of the consideration to be received ~INR 13,000 Cr will be utilized to pay off the Future group debt, INR 6,000 Cr will be towards promoter buy-out and INR 6,000-7000 Cr will be towards paying off other liabilities. Deal Synergies and Rationale: • Deal to consolidate Reliance Retail as #1 leader in the organized retail by size Future Retail flagship brands BigBazaar, FBB and Foodhall, Easyday, Heritage Fresh and WHSmith operate over 1,650 stores, covering an area of over 16 mn sq.ft. Future Lifestyle Fashion includes brand such as Brand Factory which operates around 330 stores with an area spanning 7.7 mn sq. ft . The RIL-Future Group deal will add over ~2,000 retail stores to Reliance’s footprint of 11,806 stores across groceries, electronics and other formats and around more than 23 mn sq. ft. of retail space. With Future Retail's takeover, Reliance Retail will consolidate its position and fill the gap in large format stores and malls where Future Retail has a good presence in these areas. • Backward integration of Logistics & Warehousing business to offer synergy benefits Reliance Retail was already India’s largest brick-and-mortar retailer, operating supermarkets and convenience stores under the Reliance brand. The acquisition of logistic and warehousing business from Future group will fill in the gap of lack of modern back-end infrastructure, which would have taken longer if built in-house. Reliance Retail is now in an impressive position to take on other retail competitors. This acquisition further cements the company’s position as India’s largest retailer. • Strong IT Infrastructure to drive growth for Future retail business The integration shall see Reliance’s strong IT infrastructure and telecom driving growth for Future’s retail business. Future group format was too traditional as far as digitalization is concerned. And with the current COVID-19 situation, it has become exceptionally important for the modern retail to adopt advanced digitalization. • Value proposition for global strategic investors Like Jio platforms, Reliance Retail is also scouting for global strategic investors for partnership. Post the Reliance- Future deal, the entity becomes India’s leading retailer with presence in different retail formats and with a robust back-end infrastructure. This will facilitate to bring in global investors to unlock value for the Reliance shareholders. ANALYST KRChoksey Research Phone: +91-22-6696 5555, Fax: +91-22-6691 9576 Parvati Rai, [email protected], +91-22-6696 5413 is also available on Bloomberg KRCS<GO> www.krchoksey.com Thomson Reuters, Factset and Capital IQ India Equity Institutional Research II Event Update II 01st September, 2020 Page 3 Reliance Industries Ltd. Grocery business revenue expected to be 2.3x of Avenue Supermarts FY20 (INR Cr.) Reliance Retail Future Retail * Reliance Retail Avenue (Pre Merger) (Post Merger) Supermarts Revenue 34,601 21,528 56,129 24,675 EBITDA 2,253 1,185 3,308 2,122 EBITDA margin (%) 6.5% 5.5% 5.9% 8.6% Stores 11,806 1,650 13,786** 214 Source: Company reports, KRChoksey *Future Retail financials on estimated basis for FY20 Margin expansion expected to be driven by synergies from the merger FY20 (INR Cr) Reliance Future Reliance Trent Ltd Aditya Birla Retail Lifestyle Retail (Post Fashion Merger) Revenue 13,552 6,297 19,849 3,486 8,788 EBITDA 3,242 1,055 4,297 544 1,212 EBITDA margin (%) 5.9% 16.8% 21.7% 15.6% 13.8% Stores 11,806 330 13,786** 245 3041 Source: Company reports, KRChoksey **Including both Future Retail and Future Lifestyle Valuation and outlook The acquisition of Future Group by Reliance Industries Ltd will benefit the company through vast economies of scale and robust back end infrastructure. It will help manage the competition and prevent challenges from local retailers like Dmart, which is at a distinct second position. On a proforma basis, the acquired Future Group entities would have boosted Reliance Retail’s FY2020 revenues by 17%. We continue to maintain our positive view on the long-term performance of RIL and we like the business re-organization initiatives at RIL (HoldCo – OpCo structure) and its ability to attract long term investors. Petrochem & Refinery is likely to recover from H2FY21 as global economy recovers. At the CMP of INR 2,081; RIL is trading at 13.5x FY22E EV/EBITDA. Based on our FY22E estimates and using SOTP methodology, we arrive at a target price of INR 2,394 per share; a potential upside of 15%. Accordingly, we reiterate a “BUY” rating on the shares of RIL. ANALYST KRChoksey Research Phone: +91-22-6696 5555, Fax: +91-22-6691 9576 Parvati Rai, [email protected], +91-22-6696 5413 is also available on Bloomberg KRCS<GO> www.krchoksey.com Thomson Reuters, Factset and Capital IQ India Equity Institutional Research II Event Update II 01st September, 2020 Page 4 Reliance Industries Ltd. Rating Legend (Expected over a 12-month period) Our Rating Upside Buy More than 15% Accumulate 5% – 15% Hold 0 – 5% Reduce -5% – 0 Sell Less than – 5% ANALYST CERTIFICATION: I, Parvati Rai (MBA-Finance, M.com), Head Research, author and the name subscribed to this report, hereby certify that all of the views expressed in this research report accurately reflect my views about the subject issuer(s) or securities. I also certify that no part of our compensation was, is, or will be directly or indirectly related to the specific recommendation(s) or view(s) in this report. Terms & Conditions and other disclosures: KRChoksey Shares and Securities Pvt. Ltd. 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