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SABB-Alawwal Merger 07 October 2018

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SABB-Alawwal Merger 07 October 2018 October 7, 2018 SAUDI ARABIAN BANKS SABB-Alawwal Merger Binding Agreement Reached Four and a half months after reaching a preliminary understanding regarding their merger, SABB and Alawwal announced a binding merger agreement on October 4th. The share exchange ratio has been maintained at 0.485 i.e. each Alawwal bank share will be converted to 0.485 shares of SABB. This implies a 28.5% premium to Alawwal’s stock price on May 14th (preliminary agreement) and a premium of 14.5% to October 3rd share price. As detailed earlier, Alawwal would cease to exist and SABB would be the surviving entity with the merger expected to be completed in 1H 2019. We believe post-merger, the new SABB will build on the international links with HSBC while continuing to be a Saudi Bank. A bigger entity will only enhance this advantage. HSBC’s public support and extending the technical services agreement until 2027 is a positive. Although both the banks are primarily corporate-focused, a combined retail market share of 8-9%, as discussed in the conference call, will place it in a better position in the market. We view this merger to be more positive for Alawwal shareholders given that it improves key financial and operating metrics for them in the combined entity. Key Points Following are the highlights of the merger: 1. Shareholding of the combined entity would comprise 73% of existing SABB shareholders and 27% of current Alawwal shareholders. 2. HSBC Holdings plc (largest shareholder in the surviving entity) has given its blessings to the merger with an extension in its TSA. 3. The merged institution would be the third largest bank in KSA. 4. The merger is expected to be earnings accretive due to cost synergies over the next three years. However, there will be IFRS 3 related accounting adjustments, which may dilute the combined entity’s Tier 1 capital ratio. 5. While there will be no involuntary employee retrenchments, it is expected that the bank will optimize its team over time and eliminate redundancies. 6. SABB shall pay the final dividend for 2018 but Alawwal will not pay a dividend this year. The new bank will pay dividends bi-annually. 7. The new Board would comprise of 11 members; 7 from current SABB directors and 4 from the Alawwal Board. 8. Ms. Lubna Olayan would be the Chairman (the first female Chair of a Saudi bank) while Mr. David Dew would be the Managing Director. 9. The merged bank would utilize the HSBC logo and have access to the international network and expertise of HSBC within the ambit of a new TSA Agreement. 10. Aged receivables to the tune of over SAR 1.0 billion from NatWest Markets at Alawwal Bank would be settled by them. 11. RBS, Santander and NLFI (foreign shareholders of Alawwal Bank) have agreed to a lock- up arrangement until the merger is completed. Furthermore, RBS and Santander have agreed to a lock-up 6 months following merger completion. Pro Forma Financials and Shareholding The following table illustrates the Pro Forma Balance Sheet of the combined entity as of June 30, 2018. A total deposit base of almost SAR 200 billion and shareholders’ equity of over SAR 46 billion places it at an advantageous position versus peers. Muhammad Faisal Potrik Seham M Alzayed [email protected] [email protected] Riyad Capital is licensed by the Saudi Arabia +966-11-203-6807 +966-11-203-6813 Capital Market Authority (No. 07070-37) SAUDI ARABIAN BANKS SABB-Alawwal Merger Table 1: Balance Sheet as at June 30, 2018 (SAR bln) Item SABB Alawwal Pro Forma Investments 32.3 16.6 48.9 Loans 113.4 59.1 172.5 Total Assets 183.0 84.9 268.0 Deposits 132.9 66.2 199.1 Total liabilities 150.0 71.4 221.5 Paid-up capital 15.0 11.4 20.5 Shareholders’ equity 33.0 13.5 46.4 Source: Riyad Capital, Company Reports An exchange ratio of 0.485 implies that SABB would need to issue 550 million additional shares for Alawwal shareholders leading to a capital of SAR 20.55 billion for the new SABB. The market capitalization is expected to be close to SAR 65 billion at current prices. Table 2: Pro Forma other financials Item SABB Alawwal Pro Forma Issued shares (mln shares) 1,500 1,143 2,055 Market Capitalisation (SAR bln) 48.4 16.2 64.6 LDR 82.4% 86.1% 86.6% Source: Riyad Capital, Company Reports HSBC Holdings would be the largest shareholder in the new entity at 29.2% followed by Olayan at 18.2% and GOSI at 9.9%. Table 3: Major shareholders of the new SABB Owner Ownership% HSBC Holdings B.V. 29.2% Olayan Saudi Investment Company 18.2% General Organisation for Social Insurance (GOSI) 9.9% NatWest (Royal Bank of Scotland) 4.1% NLFI 3.7% Banco Santander 3.0% Source: Company Announcement Stock Price Guide The exchange ratio implies a 28.5% premium for Alawwal shareholders over the May 14 th price and a 14.5% premium over the October 3rd price. The table below highlights the theoretical stock price for both Banks shares at the Tadawul given the exchange ratio. Market movements, transaction costs and investors expectations may lead to some diversion. Table 4: SABB-Alawwal Stock Price Guide (SAR) SABB stock price 31.00 32.00 33.51 35.00 36.00 Share exchange ratio 0.485 0.485 0.485 0.485 0.485 Alawwal stock price 15.05 15.53 16.26 16.99 17.47 Source: Riyad Capital Combined entity would be third largest Post-merger, the new SABB would become the third largest bank in the country both in terms of deposits and advances. The following table illustrates this based on June 30th financials. Page 2 of 3 SAUDI ARABIAN BANKS SABB-Alawwal Merger Table 5: Banking sector deposits and financing as at June 30, 2018 (SAR bln) Pre-merger Post-merger No. Bank Deposits Loans No. Bank Deposits Loans 1 NCB 317.7 266.0 1 NCB 317.7 266.0 2 Alrajhi 280.4 228.9 2 Alrajhi 280.4 228.9 3 SAMBA 168.6 116.6 3 SABB-Alawwal 199.1 172.5 4 Riyad Bank 153.4 144.3 4 SAMBA 168.6 116.6 5 Saudi Fransi 146.7 122.8 5 Riyad Bank 153.4 144.3 6 SABB 132.9 113.4 6 Saudi Fransi 146.7 122.8 7 ANB 129.2 117.5 7 ANB 129.2 117.5 8 Alinma 88.9 81.9 8 Alinma 88.9 81.9 9 SAIB 71.3 59.3 9 SAIB 71.3 59.3 10 Alawwal 66.2 59.1 10 Albilad 52.2 47.3 11 Albilad 52.2 47.3 11 Aljazira 47.8 39.8 12 Aljazira 47.8 39.8 Total 1,655.3 1,397.2 Total 1,655.3 1,397.2 Source: Riyad Capital, Company Reports Potential cost savings and the future According to the announcement, the team expects cost synergies of 10-15% over the next three years. We have combined the operating expenses and net income for the first half of the year and accounted for a 10-15% decline in opex, which points to an additional net income of SAR 240 million and SAR 360 million for the half year, assuming all else the same. This is only indicative cost savings for the 12-36 months post-merger, actual savings would depend on many factors including merger related expenses. Table 6: Income Statement as at June 30, 2018 (SAR mln) Item SABB Alawwal Pro Forma Opex (-10%) Opex (-15%) NSCI 2,713.1 1,338.5 4,051.6 - - Other Income 939.9 398.5 1,338.4 - - Opex 1,198.8 1,203.4 2,402.2 2,162.0 2,041.9 Net Income 2,471.3 539.6 3,011.0 3,251.2 3,371.3 Source: Riyad Capital, Company Reports Page 3 of 3 SAUDI ARABIAN BANKS SABB-Alawwal Merger Stock Rating Buy Neutral Sell Not Rated Expected Total Return Expected Total Return Expected Total Return less Under Review / Restricted Greater than 15% betw een -15% and +15% than -15% * The expected percentage returns are indicative, stock recommendations also incorporate relevant qualitative factors For any feedback on our reports, please contact [email protected] Disclaimer The information in this report was compiled in good faith from various public sources believed to be reliable. Whilst all reasonable care has been taken to ensure that the facts stated in this report are accurate and that the forecasts, opinions and expectations contained herein are fair and reasonable. Riyad Capital makes no representations or warranties whatsoever as to the accuracy of the data and information provided and, in particular, Riyad Capital does not represent that the information in this report is complete or free from any error. This report is not, and is not to be construed as, an offer to sell or solicitation of an offer to buy any financial securities. Accordingly, no reliance should be placed on the accuracy, fairness or completeness of the information contained in this report. Riyad Capital accepts no liability whatsoever for any loss arising from any use of this report or its contents, and neither Riyad Capital nor any of its respective directors, officers or employees, shall be in any way responsib le for the contents hereof. Riyad Capital or its employees or any of its affiliates or clients may have a financial interest in securities or other assets referred to in this report.
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