Dao Heng Bank, Hong Kong 106.5 111.2 100.0 40 I Joint Venture with TD Waterhouse 66.0 55.7 for Regional Online Financial 49.2 20 Services Alliance
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Building an Asian Powerhouse: Strengthening Our Home Base June 2001 Disclaimer and Responsibility Statement I The Directors of DBS (including any who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts and estimates in this presentation are fair and accurate and no material facts are omitted from this presentation I Where information contained in this presentation has been derived from publicly available sources, including forecasts of the analyst community, the sole responsibility of the Directors of DBS has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this presentation I Neither Goldman Sachs, nor any of its affiliates or staff vouch for the accuracy of the information contained herein and nothing in this document should be construed as a warranty or representation in regard to the assumptions, facts, estimates or conclusions contained herein I You would appreciate that DBS is subject to various laws, rules and regulations as a listed company and in the context of the current general offer, which may restrict its ability to provide certain information or to respond to certain queries 1 Building Even Greater Strength: Summary of Offer I 0.61 DBS shares for every OUB share Consideration I S$1.14 in cash for every OUB share I 36.6% over 60 day average Premium I 11.1% over close of market on 21st June, 2001 price I Acceptance greater than 50% Conditions I Regulatory and shareholder approvals 2 Delivering Value Quickly Offer Announcement 22 June 2001 Notice of Takeover Within 14 days of Offer and Part B Offer announcement Statement Between 14 and 28 Launch of Offer days after offer announcement Offer Period At least 21 days 3 Building an Asian Powerhouse: Strengthening Our Home Base Transaction Build Even Greater Strength Summary Strategic Complete Domestic Leadership and Extend into Rationale New Markets Financial Enhance Shareholder Value Through Growth Rationale Opportunities and Synergies Superior Manage for Growth and Value Equity Story 4 Continuing History of Growth Total Assets Acquisition Track Record of DBS (S$ bn) 1997 I Thai Danu Bank 200 194.2 180 1998 I Kwong On Bank, Hong Kong 160 I POSBank, Singapore 147.6 140 1999 I Bank of Philippine Islands 120 (strategic stake) 100 I Vickers Ballas, Singapore 80 2001 60 I Dao Heng Bank, Hong Kong 106.5 111.2 100.0 40 I Joint venture with TD Waterhouse 66.0 55.7 for regional online financial 49.2 20 services alliance 0 I Offer for OUB 1995 1996 1997 1998 1999 2000 (a)(b) (a) ….. Proforma for Dao Heng Bank 5 (b) ….. Proforma for OUB Putting the Strategy Together Positioning for the Future n Regionalization n Growth n Top 5 in Hong Kong DaoDaoHeng HengBank Bank Integrated Wealth VickersVickers BallasBallas n Cost Synergies Management OUBOUB n Scale Strategy TDTD WaterhouseWaterhouse n Market Share HybridHybrid TierTier II SubordinatedSubordinated DebtDebt PreferencePreference SharesShares Optimal Capital Structure 6 Compelling Strategic Rationale #1 Consolidate domestic franchise #2 Gain presence in Malaysia and enhance regional footprint #3 Broaden shareholder ownership and increase liquidity 7 A Comparative Snapshot DBS (a) OUB (in S$ millions) Total Assets 147,555 46,603 Total Advances 66,570 28,101 Total Customer Deposits 105,433 26,899 Shareholders’ Funds 10,495 5,161 Operating expenses 1,626 486 Profit Attributable to Shareholders 1,824 545 Branches(b) 115(c) 33 ATMs(b) 930(c) 140 Employees 10,800(c) 3,100 Source: Company Reports for FY 2000 (a) DBS financials pro forma for acquisition of Dao Heng Bank, ignoring the effects of financing, synergies and any potential discrepancies in accounting standards (b) Only Singapore 8 (c) Excluding Dao Heng Strengthening Retail Banking Market Leadership in Singapore Domestic Assets(a) Domestic Gross Customer Loans(a) #1 31.0% #1 32.8% DBS S$131 bn DBS S$63 bn 21.2% 21.3% OUB OUB 9.7% 11.5% Others Others 69.1% 67.2% Domestic Customer Deposits(a)(b) Credit Cards(c) 25.3% 43.1% DBS #1 #1 600,000 DBS S$89 bn 14.8% 31.6% Cards OUB 10.5% Others 56.9% Others OUB 74.7% 11.5% Source: MAS, Company Reports for FY 2000 and GS Equity Research (a) System wide market share of domestic assets, domestic gross customer loans and domestic customer deposits is based on share of respective banks of the aggregate financials of the commercial banks, merchant banks and finance companies in Singapore (includes foreign banks) (b) No geographical breakdown of customer deposits available for the local banks. Domestic customer deposits derived based on the proportion of domestic assets and overseas assets of these banks 9 (c) System wide market share for credit card is based on the number of cards issued by respective banks as a % of total issued credit cards in Singapore (includes foreign banks) Extending Investment Banking Leadership in Singapore IPO(a) Equity Underwriting(a) #1 #1 DBS 35.9% DBS Others Others 37.2% 40.7% 59.3% 41.6% 58.4% S$2,255 mm S$3,380 mm OUB OUB 21.2% 23.4% Debt Underwriting(a) #1 39.3% S$6,587 mm DBS 33.7% Others 60.7% OUB 5.6% Source: Bondware, 1998 – 2000 10 (a) Market share is based on share of respective banks of the total capital issuance in Singapore (including foreign banks) Widening the Regional Footprint DBS + Dao Heng Bank(a) DBS + Dao Heng Bank + OUB Malaysia 3.5% Malaysia Others Thailand Others 0.8% 5.4% 2.8% Thailand 6.8% 3.9% Hong Kong Singapore 31.4% 58.4% Hong Kong Singapore 23.9% 63.1% Total Loans: S$69,980 mm Total Loans: S$99,721 mm 11 (a) Assuming S$1 = HK$4.33 – Proforma 2000 Widening the Regional Footprint (US$ bn) 226 124 124 121 111 90 86 57 37 33 26 HSBC(a) Kookmin NAB (a) CBA (a) DBS Westpac (a) ANZ (a) Stanchart (a) UOB OCBC OUB + H&CB + Dao Heng + OUB UK Korea Australia Australia Singapore Australia Australia UK Singapore Singapore Singapore (a) Asia Pacific assets only 12 Source: Annual reports 2000, Interim Reports 2000 Note: Excludes Chinese banks Broadening Shareholder Ownership and Increasing Liquidity Share Ownership in DBS Market Implications Pre-Transaction Liquidity LTM Daily Trading Value(a) DBS S$47.9 mm 37% Government 63% OUB S$18.5 mm Other Shareholders Post Transaction Index Implications DBS OUB 25% MSCI üû Government 75% DBS50 üû Other Shareholders STI Index üü Note: Assuming all OUB shares tendered; Fully diluted 13 (a) Source: Bloomberg Building an Asian Powerhouse: Strengthening Our Home Base Transaction Build Even Greater Strength Summary Strategic Complete Domestic Leadership and Extend into Rationale New Markets Financial Enhance Shareholder Value Through Growth Rationale Opportunities and Synergies Superior Equity Story Manage for Growth and Value 14 Compelling Financial Rationale #1I Enhanced operating measures #2I Attractive synergy potential #3I Enhanced balance sheet #4I Bolstered Tier I and Total Capital Ratios #5I Disciplined approach to value maximisation of non-core assets 15 Enhanced Operating Measures Dec 2000 Dao Heng Combined DBS OUB Bank Entity Net Interest Margin 2.02% 2.51% 2.34% Cost Income Ratio 42.5% 40.2% 38.1% Loan Deposit Ratio 63.2% 62.9% 104.5% The pro forma consolidated financial information contained herein is provided for illustrative purposes only. Such information does not purport to represent what the actual results of operations or financial position of DBS or the combined entity would have been had the acquisition been completed as of the relevant date. Nor is such information necessarily indicative of the future results of operations or financial position of DBS or the combined entity. 16 Important Realizable Synergies All Shareholders will Benefit from Sustainable Synergies of Transaction I Eliminate duplicative expenses I Reconfigure branch network I Rationalize IT systems I Consolidate back office operations I Improve productivity I Scale of e-business investment Note: Full synergies expected to be realized within two years after the completion of the offer 17 Synergies Expected to be in Line with Other In-Market Mergers Announced Synergies % of Acquiror Target Country Ann. Date Target Operating Cost Base Barclays Woolwich UK Aug 2000 37% Santander BCH Spain Jan 1999 36% Fortis Generale de Banque Belgium Jun 1998 23% Credito Italiano Unicredito Italy Apr 1998 29% UBS SBC Switzerland Dec 1997 49% Range of in-market mergers 23% - 49% Source: Company filings, press releases and investor presentations and Securities Data Corporation 18 Note: Announced synergies are not necessarily indicative of actual synergies achieved Bolstering Capital Ratios Agency Rating Comment Standard & Poors I A+ Senior ratings reaffirmed “The acquisition of Overseas Union Bank will solidify DBS’ position as the market I Removed from Creditwatch leader in Singapore, controlling about Negative one-third of the domestic banking assets…” “…strong likelihood that additional equity of appropriate quality and quantity will be injected into DBS Bank, aside from the further equity that may be issued under the proposed OUB acquisition.” That would allay the rating company’s concerns about the bank’s capital structure. Moody’s I Aa2 Senior ratings reaffirmed “Like most in-market combinations, the acquisition of OUB would be beneficial” “Moody’s is positive about the long-term synergies and fortification of DBS Bank’s franchise that would result from a successful offer for OUB…” “Furthermore, the offer which is comprised 88% of shares, will bring DBS Group Holdings a timely infusion of common equity” 19 Building