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Sector Comment October 26, 2016 Industrial conglomerates Overweight Lotte business reforms and holding company transition Basic principles of business reforms announced On October 25, the Lotte group announced business reforms based on six key changes. 1) Establish a moral management committee, 2) shift the paradigm to pursue qualitative growth, 3) transition to a holding company structure to unwind circular ownership, 4) proceed with the Hotel Lotte IPO, 5) reduce the group planning department’s power and encourage accountability at affiliates, and 6) invest W40tn and hire 70,000 employees over the next five years. Management also disclosed plans to list Korea Seven, Lotte Data Communications and Lotteria during the Q&A session. As Chairman Dong-bin Shin is still being prosecuted and a lawsuit is still underway, the group only gave the basic principles for its reform plans. We believe the Lotte group will disclosed detailed plans of the Hotel Lotte IPO after talks with the Korea Exchange as there is no clear evidence that Hotel Lotte was involved in any embezzlement or a breach of trust following the investigation. Hotel Lotte IPO unlikely to be delayed Chairman Shin announced plans to realign the group governance structure and quickly adopt a holding company structure. We believe this announcement confirms the commitment to resolving fundamental problems, especially as the opaque governance structure is the key reason for the managerial disputes and legal investigations. We believe the Lotte group should not delay the Hotel Lotte IPO, as: 1) it should alter the perception that the group is Japanese, and 2) it would fund the group’s future investments. Accordingly, we believe Hotel Lotte will list in 2017 as the company satisfies the necessary requirements. And, other affiliates should list as the valuation of peer companies in different markets, including DFS (Hotel Shilla), CVS (GS Retail, BGF Retail), movie theaters (CJ CGV) and China, have changed since August 2015, when the Hotel Lotte IPO was first announced. Holding company and unwinding circular shareholding Currently, there are still 67 circular shareholdings within the Lotte group, after falling 83.9% from the original 416. We forecast the remaining holdings will be unwound, via: 1) share disposals during affiliate IPOs (Korea Seven, Lotteria and Lotte Data Communications), 2) equity swaps between affiliates, and 3) mergers of unlisted companies (Lotte Aluminum, Korea Fujifilm and Lotte Corp). Hotel Lotte should serve as the holding company, while Lotte Shopping (retail), Lotte Chemical (chemical) and Lotte Confectionary (F&B) emerge as intermediate holding companies. We believe the transition would benefit these three companies as businesses would be vertically integrated as stakes in relevant affiliates are consolidated under each company. And, the owner family may acquire more Hotel Lotte shares utilizing shares in affiliates, such as Lotte Shopping and Lotte Confectionery. Taeho Yoon 822-3276-5956 [email protected] Seoyeon Kim 822-3276-6246 [email protected] Analysts who prepared this report are registered as research analysts in Korea but not in any other jurisdiction, including the U.S. PLEASE SEE ANALYST CERTIFICATIONS AND IMPORTANT DISCLOSURES & DISCLAIMERS AT THE END OF THIS REPORT. Industrial conglomerates Figure 1. Subsidiary share ownership scenario pre and post-share swaps Pre-share swap Post-share swap Hotel Hotel *Note: Lotte Foods stake held Lotte Lotte by Lotte Chilsung is assumed to be directly sold instead of (0.2%) (0.2%) swapped 20.6% 3.2% Lotte 8.8% 3.2% 5.9% 8.9% Lotte Shopping Conf. 7.9% (6.2%) Lotte 9.3% Lotte Lotte Lotte Shopping Conf. Chilsung Foods (6.2%) 25.2% 31.0% 3.9% 3.5% 19.3% Lotte Lotte Chilsung Foods 9.3% Source: Korea Investment & Securities Figure 2. Lotte group final governance structure Hotel Lotte (0.2%) Three major business Chemicals Retail F&B Construction Lotte Lotte Lotte Conf. Lotte E&C Chemical Shopping Samsung Lotte Himart Lotte Chilsung SDI(Chemical business) Lotte.com Lotte Conf. Lotte Fine Chemical Korea Seven Lotte BP Lotteria Chemical Source: Korea Investment & Securities Lotte Shopping and Lotte Confectionery would benefit from realignment Investment catalysts of Lotte Shopping, Lotte Confectionery and Lotte Chilsung should be: 1) a re-rating of the value of unlisted companies that are likely to be listed (e.g., Korea Seven, Lotteria and Lotte Data Communications) and 2) cash proceeds from share disposals and equity swaps as part of the holding company transition. However, the actual benefits should be milder due to the recently unfavorable financial market conditions and sluggish valuation levels of affiliates. We believe Lotte Shopping and Lotte Confectionery will benefit the most, considering the re-rating of unlisted stakes, cash proceeds from share disposals and the owner family’s position going forward. We believe a long-term investment horizon is preferable as expectations for group governance realignment are already reflected in the share price. 2 Industrial conglomerates Table 1. Gains from affiliate listings by company (W bn, %) % ownership Fair value Book value Diff. 1) Lotte Shopping Lotteria 38.7 411 113 298 Korea Seven 51.1 561 82 478 Total 972 195 777 Appraisal gain/market cap 10.6 2) Lotte Confectionery Lotte Data Communications 6.1 40 41 (2) Lotteria 13.6 145 83 61 Korea Seven 16.5 181 103 78 Total 365 228 137 Appraisal gain/market cap 5.0 3) Lotte Chilsung Lotte E&C 3.3 72 73 (0) Lotte Data Communications 1.5 10 10 (1) Lotteria 2.2 23 13 10 Total 105 96 9 Appraisal gain/market cap 0.4 Note: Fair value assumptions: Lotteria W1.06tn, Lotte Data Communications W645.4bn, Lotte E&C W2.2tn, Korea Seven W1.1tn Source: DART, Korea Investment & Securities Table 2. Gains from disposal of core affiliates by company (W bn, %) % ownership Fair value Acquisition cost Diff. 1) Lotte Shopping Lotte Shopping 6.2 453 2 451 Lotte Foods 3.5 33 10 22 Disposal gain 486 12 474 Cash proceeds excluding costs in equity swap 306 Disposal gain/Market cap 2) Lotte Confectionery Lotte Shopping 7.9 578 6 572 Lotte Station Building 8.9 75 2 73 Lotte.com 8.5 6 3 3 Lotte Logistics 4.6 14 4 10 Lotte Asset Development 7.2 14 15 (0) IGIS I Corp. 2.6 5 6 (1) Disposal gain 692 34 657 Cash proceeds excluding costs in equity swap 246 Disposal gain/Market cap 8.9 3) Lotte Chilsung Lotte Shopping 3.9 289 3 286 Lotte Foods 9.3 88 4 85 Lotte E&C 3.3 72 22 50 Korea Fujifilm 5.0 34 1 33 Lotte.com 5.3 3 2 2 Lotte Logistics 4.6 14 4 10 Lotte Asset Development 14.2 29 22 7 Disposal gain 530 56 473 Cash proceeds excluding costs in equity swap 473 Disposal gain/Market cap 23.8 4) Lotte Foods Daehong Communications 10.0 49 1 48 Lotte Station Building 7.5 63 1 62 Lotte Logistics 5.0 15 8 7 IGIS I Corp. 2.7 6 7 (1) Disposal gain 133 17 116 Cash proceeds excluding costs in equity swap 116 Disposal gain/Market cap 12.2 Note: Stakes classified as available-for-sale securities used the disclosed acquisition price while stakes classified as affiliated company investment used the initial acquisition price Source: DART, Korea Investment & Securities 3 Industrial conglomerates Figure 4. Actual proceed s reflecting costs incurred in Figure 3. Gains from affiliates’ share disposal equity swaps Actual cash proceeds reflecting costs incurred in equity swaps(L) (W bn) Disposal gain(L) % of market cap(R) % of market cap(R) 23.8 23.8 (%) (W bn) 23.8 (%) 700 25.0 500 25.0 473 600 657 20.0 400 20.0 500 474 473 15.0 300 15.0 400 12.2 306 12.2 8.9 300 246 10.0 200 10.0 6.4 200 4.2 5.0 100 5.0 116 100 116 0 0.0 0 0.0 Lotte Shopping Lotte Lotte Chilsung Lotte Food Lotte Shopping Lotte Lotte Chilsung Lotte Food Confectionery Confectionery Note: Cash gains from affiliates’ share disposal which considered to be unrelated to the Note: Cash proceeds after equity swaps main business of the company Source: DART, Korea Investment & Securities Source: DART, Korea Investment & Securities Figure 5. Post-share swap governance of Lotte Group Hotel Lotte Japan ①①① Holding company (0.2%) Lotte.co 9.9% 44.3% 30.6% 39.0% 43.1% Lotte Lotte Chem Lotte Shopping Lotte E&C ②②②Subsidiaries (1.7%) Confectionery (6.2%) Samsung SDI 90.0% 21.7% ③③③ Sub- Chemical Lotte Food Lotte subsidiaries business Lotte.com Daehong Station 31.1% Lotte Fine 34.1% Lotte Korea Woori Home Lotte Asset Chemical Chilsung Seven shopping Development 49.0% Lotte BP Lotte Lotte Incheon Lotteria Chemical International Development Other retail sub-subsidiaries Source: Korea Investment & Securities Note: Stakes classified as available-for-sale securities used the disclosed acquisition price while stakes classified as affiliated company investment used the initial acquisition price Source: DART, Korea Investment & Securities 4 Industrial conglomerates Table 3. Use of the proceeds from Hotel Lotte IPO (W bn, %) Category Details Amount Debt repayment 200 Fund for new Domestic shopping mall Hotel Busan Lotte Town 93 equipment/facilities complex Domestic hotel & resort Jamsil Lotte World 2, Sokcho resort 180 Foreign hotel & resort Simyang, Hawaii, Japan 170 Acquire additional shares in Hyundai Logistics 92 group affiliates Subtotal 535 Sogong branch, Incheon International Airport, new DFS Domestic shops (expansion) 173 logistics center Foreign DFS (new stores) Bangkok, Thailand / Osaka, Japan 177 M&A foreign DFS and brands Southeast Asia 2,000 Develop consolidated IT Develop IT system 38 system Subtotal 2,387 World Facilities Jamsil Lotte World, Gimhae Waterpark 15 Theme park Eunpyeong Kids’ park, Shimyang Lotte Park 115 Subtotal 130 Resort Supplementary facilities Baekjae Theme Park, Buyeo Farm Park 36 Subtotal 36 Total 3,288 Note: Based on W97,000 per a share, which is the minimum level of IPO price range Source: DART, Korea Investment & Securities Figure 6.
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