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CFA Institute Research Challenge Hosted in CFA Society in Romania Babes-Bolyai University Cluj-Napoca

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CFA Institute Research Challenge Hosted in CFA Society in Romania Babes-Bolyai University Cluj-Napoca CFA Institute Research Challenge Hosted in CFA Society in Romania Babes-Bolyai University Cluj-Napoca SUMMARY HIGHLIGHTS DIGI Communications N.V. (“DIGI”) is a We issue a SELL recommendation on DIGI with a 1-year target price of RON telecommunication services provider in 30.20 per class B share, representing a 17.15% downside from its February 16, Romania and Hungary and a mobile virtual 2018 closing price of RON 36.45. Our target price is derived by using a mix of network operator (“MVNO”) in Spain and the Free Cash Flow to Firm Model (“FCFF”) and the Sum-of-the-Parts (“SOTP”) Italy. approach based on Enterprise-Value-to-Sales multiple, attributing 30% and Figure 1. Market Data Class B 70% weighting respectively to each methodology. Our recommendation is (RON) Shares based on the following key drivers: Closing Price (February 16, 2018) 36.45 Increasing interest rates threaten DIGI’s cost of debt 52 weeks high 43.6 Over the last quarters, Romania scored significant economic growth leaving in 52 weeks low 30.3 the shade other European Union (“EU”) economies. This performance Trading Volume (6mn) 2,828,870 impelled warnings from economists pointing to the need for monetary tightening. Recently, the National Bank of Romania (“NBR”) raised the Outstanding Shares (mn) 100 reference interest rate to 2.25% and is expected to increase it further to avoid Market Cap. (mn) 3,645 an economic turmoil. As DIGI has the highest Debt/Equity ratio compared to P/E (Price to Earnings) 19.05 its Central and Eastern Europe (“CEE”) peers, interest rates evolution is highly Source: BSE important for DIGI’s financial health. Over-the-top (“OTT”) players take over in a digital world Figure 2 We live in a world shaped by technological advances. The number of February 16, 2018 Valuation Date customers using digital platforms as a means of communicating will skyrocket globally. Telecom operators can no longer control customer interface, and Methodology Weight Price resume at being the pipe through which the Internet moves. DIGI is not an FCFF 30% 30.71 exception and it will inevitably enter in the race to either compete or partner SOTP 70% 29.98 with OTT players. Regardless of which solution will be chosen, it will be 12m Target Price 30.20 negatively translated into DIGI’s financials. Downside vs last -17.15% Struggling to preserve its price sensitive customer close base Source: Team Analysis Our market study reveals that Romanian customers prefer Figure 3 DIGI solely due to its very low prices. This is a very Key Numbers 2017E 2018E 2019E 2020E 2021E expensive long-term strategy for any company, let alone a company that is as levered as DIGI. The time in which the Revenue (mn) 916,42 962,34 992,09 1.011,67 1.027,80 company will start raising up its prices is not so far away. 286,43 327,80 325,90 338,27 354,07 EBIDTA (mn) This will inevitably cause many customers to prefer other EBIDTA Margin 30,61% 30,29% 30,08% 30,00% 30,36% operators that provide better-quality services and loyalty CAPEX (mn) 240 220 205 190 183 promotional offers. Net Debt (mn) 759,77 940,58 974,15 1025,88 1078,69 Poor ethical conduct reflects negatively on investor’s Debt/Equity 11,18 11,97 12,28 12,34 12,42 confidence Source: Team Analysis & Company`s Financials Although we don’t live in an Adam Smith’s economy and Figure 4 investors are not perfectly rational, still they are well- informed people. More than that, we, as human beings, are highly influenced by good stories. But when we find out that a company is involved in several litigations, its board of directors lacks independent members and the key person that is controlling the company has not ever made any public appearances nor do we know anything about his management principles, we will definitely reconsider our choice. This is the current situation of DIGI and unless it will make serious efforts to correct it, we do not view it as a trust worthy company. Source: Team Analysis & BSE 1 Figure 5 BUSINESS DESCRIPTION IPO DETAILS DIGI is a limited liability telecommunication company incorporated under the Date May-17 laws of Netherlands and listed on the BSE. The company’s main operation carrier is the Romanian company RCS&RDS. DIGI provides a wide offer of services: pay 23.9 mn Shares TV, fixed and mobile broadband, fixed and mobile telecommunication and Stake 25.60% broadcast of their own channels through DIGI TV. The services are expanded on Price range RON 38-56 the company’s core markets, Romania and Hungary. Additionally, DIGI offers Final Price RON 40 mobile services as an MVNO, to Romanian communities in Spain and Italy. The company achieved an organic growth by expanding its customer base through 1.156 mn Market Cap: ascending RGUs, and inorganic growth through mergers and acquisitions Source: DIGI IPO Prospectus performed in its core markets. Figure 6: Shareholders Structure Freshly listed company On May 16, 2017 the company went public on BSE offering 23,918,519 shares at a Nominal Class B Value share offer price of RON 40. Since then the price had a downside of 11%. The most € 0.01 Shares significant events during the last year were anticorruption investigation 34% conducted by National Anticorruption Directorate, signing of a share purchase Class A agreement for the acquisition of a Hungarian competitor, Invitel, admission of shares the Company’s Senior Secured Notes on Irish Stock Exchange. 66% SHAREHOLDERS STRUCTURE Nominal Value The market capitalization of EUR 3,645 mn consists of 1 mn shares divided into € 0.1 Class A shares and Class B shares. This amounts to 34,243,972 common shares Class A shares Class B Shares listed on BSE. Each Class A share accounts for ten voting rights and a Class B share Source: BSE & Team Analysis for one. Concerning the dividend distribution, all shares are ranked with equal remuneration irrespective of the class or nominal value. The main shareholder, Figure 7 Zoltan Teszari, holds directly 3.5% of Class A shares and indirectly the rest of Class Market Cap. RON 3,645 mn A shares, as major shareholder of RCS Management, whose holdings represent Common Stock 34,243,972 shares 62% of the economic interest in the Company. Institutional 2,240,000 shares (float of Owners 6.5%) COMPANY’S MANAGEMENT Top 7 The Board of Directors is chaired by the President, who founded the company. SEB 2.69% The Board consists of the CEO, an Executive Director and four Non-Executive Erste Group 0.86% Directors, out of whom two are the Managing Directors of DIGI Hungary and East Capital AM 0.77% Spain respectively. Almost all the members have a financial background based on Conseq Finance 0.70% their studies and work experience. The corporate governance structure features Raiffeisen Bank 0.42% two independent directors (less than 2/3 of the Board, as recommended by BSE Source: BSE & Team Analysis Corporate Governance Code). RCS&RDS’ board consists of members from the Figure 8: Ultimate Beneficiary Group’s board, and also Mihai Dinei and Ioan Bendei. The latter was indicted with criminal offenses for bribery and money laundering. All these mentioned above DIGI were included in our Corporate Governance Appraisal (Appendix 14). 62 % 56.95 % CORPORATE GOVERNANCE ownership ownership The Non-Executive Members are elected and distributed into two committees, Remuneration and Audit, which are both chaired by the President of the Board RCS Management Zoltan Teszari of Directors. Usually Board members are appointed for three years. The next (57,866,545 shares) (49,100 shares) General Meeting for the appointment of new members will take place in 2020. 87.1 % The director’s compensation is established relative to telecom industry practices ownership and enriched with fringe benefits, Employee Stock Option plans and severance Soure: DIGI IPO prospectus & Team Analysis arrangements depending on the performance quantified by EBITDA margins and RGUs increase. Figure 9: Board of Directors Name Board term Position in Group’s Board Other positions within the group Zoltan Teszari 17 years President of Board of Directors Major Shareholder in RCS Management Sergiu Bulgac 1 year CEO CEO of RCS&RDS and RCS Management Valentin Popoviciu 1 year Executive Director Vice-President of RCS&RDS Sambor Ryszka 1 year Managing Director DIGI Hungary General Counsel of DIGI Hungary until 2013. Mariu Varzaru 5 years Managing Director DIGI Spain Finance Director until 2008 Bogdan Ciobotaru 1 year Independent non-Executive Non-executive member of RCS&RDS board Piotr Rymaszewski 1 year Independent non-Executive - Ioan Bendei - - Vice-President RCS&RDS Mihai Dinei - - Board member in RCS&RDS and RCS Management Source: DIGI website & Team Analysis 2 Figure 10: GDP Growth INDUSTRY OVERVIEW 6% MACROECONOMICS: overheating economy 4% The booming EU economy has a positive impact on telecommunications industry, mainly driven by the GDP growth and an overall increase in final consumption 2% expenditures. The current increase in households, in spite of population decrease, had a significant boost on telecom operators’ revenues. The picking up 0% investments led to a better absorption of digitalization that ultimately elevated the sector penetration rate. However, the interest rate spikes will put a pressure -2% on the cost of debt in this sector, mainly because telecom companies usually are -4% highly levered. GDP RO GDP HU GDP ES GDP IT Romania: unsustainable growth rate translates into weakening consumer Source: Statista & Team Analysis confidence Figure 11: GDP and its main components Despite achieving a GDP growth over the EU’s CAGR of 2%, the NBR is unable to 16,000,000 control inflation rate that will most likely weigh against consumer spending.
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