Reliance Industries the Big Gets Bigger Stock Update Stock
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Reliance Industries The big gets bigger Stock Update Stock Reliance Industries Limited’s (RIL) subsidiary Reliance Retail Ventures Limited (RRVL) Sector: Oil & Gas announced to acquire the retail, wholesale, logistics and warehousing businesses of the Company Update Future Group on a ‘slump sale’ basis for aggregate consideration of Rs. 24,713 crore. The deal valuation of ~13.4x EV/EBITDA and 0.9x EV/sales is at a discount to industry peers and potential turnaround of Future Group’s retail business could fetch a higher valuation Change of ~20x EV/EBITDA. Moreover, likely monetisation of the stake in Reliance Retail could create meaningful value for RIL. The proposed acquisition would make Reliance Retail Reco: Buy ßà India’s largest grocery and fashion retailer in terms of revenues and increase Reliance CMP: Rs. 2,079 Retail’s total store area by ~83% to ~52.5 million sq. ft., core retail revenues by 30% and overall retail EBITDA by 19%. Additionally, higher market share (in terms of revenues), Price Target: Rs. 2,400 ßà the sheer size of operations and enhanced sourcing and warehousing capabilities would increase the bargaining power with suppliers and improve margins of Reliance Retail. á Upgrade ßà No change â Downgrade Hence, we maintain our Buy rating on RIL with an unchanged SoTP based price target (PT) of Rs. 2,400. Company details RRVL to acquire Future Group’s retail business for Rs. 24,713 crore – to become India’s largest retailer; deal valuation of 13.4x FY20 EV/EBITDA at discount to peers: RRVL, a subsidiary of RIL, announced to acquire retail, wholesale, logistics and warehousing Market cap: Rs. 1,317,677 cr businesses of the Future Group on a ‘slump sale’ basis for aggregate consideration of Rs. 24,713 crore. The acquisition requires the Future Group to merge certain companies 52-week high/low: Rs. 2,199/868 (Future Retail, Future Lifestyle, Future Consumer, Future Supply Chain and Future Market Networks) into Future Enterprises Limited (FEL). Additionally, Reliance Retail and Fashion NSE volume: Lifestyle Limited (RRFLL) would also make two other investments – 1) Rs. 1200 crore in the 224 lakh (No of shares) preferential issue of equity shares of FEL to acquire 6.1% of post-merger equity and 2) Rs. 400 crore in a preferential issue of equity warrants which, upon conversion and payment BSE code: 500325 of balance 75% of the issue price, will result in RRFLL acquiring further a 7.05% of FEL. The slump sale consideration of Rs. 24,713 crore includes Rs. 5654 crore in cash for supply chain & warehousing and retail business while the remaining amount would be towards NSE code: RELIANCE transfer of borrowings, contingent liability and creditors. The proposed acquisition would make Reliance Retail the largest grocery and fashion retailer in terms of revenues and Sharekhan code: RELIANCE increase Reliance Retail’s total store area by ~83% to ~52.5mn sq. ft., core retail revenues by 30% and overall retail EBITDA by 19%. The deal implies a valuation of 13.4x EV/EBITDA Free float: and 0.9x EV/Sales on FY2020 basis, which is at a discount to peers for the grocery business 335.6 cr (No of shares) such as Avenue Supermarts (EV/EBITDA of 64x and EV/Sales of 5.5x on FY2020 basis) and for fashion & lifestyle business such as Trent (EV/EBITDA of 33.7x and EV/Sales of 7.6x on FY2020 basis). Shareholding (%) Our Call Valuation – Maintain Buy on RIL with unchanged SoTP based PT of Rs. 2,400: We believe Promoters 50.4 that RIL-FEL deal is value accretive for RIL given the deal has been done at an attractive valuation and would help Reliance Retail to further consolidate and gain market share in FII 24.7 Indian retail space. With a strong management, we believe that RIL could turnaround the retail business of Future Group and post that the business would fetch a higher valuation DII 13.6 of ~20x EV/EBITDA. Additionally, potential monetisation of stake in Reliance Retail would drive a meaningful upside for RIL from the Future Group deal. We expect a strong PAT CAGR of 20% over FY2020-FY2022E driven by robust growth for its digital services and Others 11.3 retail businesses. RIL’s balance sheet is strong (post the recent fund raising) and free cash flow (FCF) generation is expected to remain strong as the company has completed major capex cycle. The potential listing of Jio and stake sale in the retail business could further Price chart unlock value from consumer centric business and create long-term wealth for investors. Hence, we maintain our Buy rating on RIL with an unchanged SoTP-based PT of Rs. 2,400. 2500 2000 Key Risks Lower-than-expected refining and petrochemical margins in case of global capacity 1500 additions surpass incremental demand. Slower-than-expected subscriber additions, tepid 1000 ramp-up of broadband services and slowdown in retail business amid COVID-19 could impact earnings and valuations. 500 19 20 Valuation (Consolidated) Rs cr 20 20 - - - - Jan Particulars FY2019 FY2020 FY2021E FY2022E FY2023E Apr Sep Aug Revenues 5,67,135 5,96,743 5,26,950 6,21,196 7,02,401 OPM (%) 14.8 14.8 17.3 18.4 18.9 Price performance Adjusted PAT 39,837 44,324 45,715 63,302 74,242 (%) 1m 3m 6m 12m Adjusted EPS (Rs.) 67.3 74.9 77.2 93.6 109.8 y-o-y change (%) 13.8 11.3 3.1 21.2 17.3 Absolute 3 37 58 72 PER (x) 30.9 27.8 26.9 22.2 18.9 EV/EBIDTA (x) 14.0 13.3 12.9 10.3 8.9 Relative to -1 21 57 67 Sensex RoCE (%) 9.7 9.6 9.5 11.5 12.1 RoNW (%) 10.3 9.8 8.6 10.0 9.8 Sharekhan Research, Bloomberg Source: Company; Sharekhan estimates August 31, 2020 2 Stock Update Stock Deal valuation of 13.4x EV/EBITDA and 0.9x EV/sales at discount to industry peers: Reliance Retail Ventures Limited (RRVL), subsidiary of RIL, announced that it would acquire the retail & wholesale business (to be transferred to Reliance Retail and Fashion Lifestyle Limited) and the logistics & warehousing business (to be transferred to RRVL) from the Future Group on a ‘slump sale’ basis for lumpsum aggregate consideration of Rs. 24,713 crore (subject to the composite scheme of arrangement between two groups). The acquisition requires Future Group to merge certain companies (Future Retail, Future Lifestyle, Future Consumer, Future Supply chain and Future Market Networks) into Future Enterprises Limited (FEL). Additionally, Reliance Retail and Fashion Lifestyle Limited would also make two other investments – 1) Rs. 1200 crore in the preferential issue of equity shares of FEL to acquire 6.1% of post-merger equity and 2) Rs. 400 crore in a preferential issue of equity warrants which, upon conversion and payment of balance 75% of the issue price, will result in RRFLL acquiring further a 7.05% of FEL. The slump sale consideration of Rs. 24,713 crore includes Rs. 5654 crore in cash for supply chain & warehousing and retail business while the remaining amount would be towards transfer of borrowings, contingent liability and creditors. The implied deal valuation works out to 13.4x FY2020 EV/EBITDA given combined EBITDA of Rs. 1,841 crore adjusted for lease accounting under IND-AS 116 (for Future Retail, Future Lifestyle, Future Consumer, Future Supply chain and Future Market Networks) in FY2020 and an EV of Rs. 24,713 crore (implied equity value of Rs. 5,654 crore assuming debt and liabilities of ~Rs. 19,060 crore for businesses being sold to RIL). Deal valuation on EV/sales basis is at 0.9x FY2020 for businesses to be acquired by RIL. The deal valuation is at discount to valuation for Indian retail companies (mainly engaged into grocery and fashion & lifestyle formats) and realignment of valuation (post potential turnaround of retail business of Future Group) to industry averages (~20x EV/EBITDA) and potential monetisation of stake in retail business would drive meaningful upside for RIL from Future Group deal. Deal value implies EV/EBITDA of 13.4x at discount to industry peers FY2020 EBITDA (pre-IND AS 116) Rs. crore Future Retail 910 Future Lifestyle 509 Future Consumer 209 Future Supply chain 142 Future Market Networks 70 Total FY2020 EBITDA 1,841 EV 24,713 Implied EV/EBITDA (x) 13.4 EV/Sales (x) 0.9 Total debt of businesses to be sold to RIL 19,060 Implied equity value of the business to be sold to RIL 5,654 Source: Sharekhan Research; Note: Future Retail EBITDA for 9MFY2020 Acquisition to make Reliance Retail largest grocery and fashion retailer in revenues terms and drive meaningful synergies with enhanced sourcing and warehousing capabilities: The proposed acquisition of Future Group’s retail business would make Reliance Retail the largest retail entities across grocery and fashion formats and help it further gain market share in the Indian retail market (estimated at $800-850 billion). The acquisition would expand Reliance Retail’s footprint, driving up the total retail area by ~83% to ~52.5 million square feet, boost core retail turnover by 30% and overall retail EBITDA by 19%. By virtue of this deal, RIL would get prime offline retail assets - Future Retail has more than 1,388 stores (across food, fashion and grocery formats with area of >16 million sq. ft), Future Lifestyle also has 348 outlets and area of ~7.7mn Sq. ft. and Future Supply Chain owns >7.7 million sq.