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Aureos South-East Asia Fund (Regional)

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Aureos South-East Asia Fund (Regional) Extended Annual Review Report Project Number: 38924 Investment Number: 7209 September 2013 Equity Investment Aureos South-East Asia Fund (Regional) CURRENCY EQUIVALENTS Currency unit – US dollar ($) ABBREVIATIONS ADB – Asian Development Bank ASEAF – Aureos South-East Asia Fund ASEAM – Aureos South-East Asia Managers CDC – CDC Group DFI – development finance institution ESHG – environmental, social, health, and governance FIRR – financial internal rate of return FMO – Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (Netherlands Development Bank) ICOMM – investment committee IFC – International Finance Corporation SMEs – Small and medium-sized enterprises GLOSSARY investment sidecar – a committed funding entity that invests pari passu alongside a main fund in a specific geography or sector carried interest or carry – the profit share allocated to the manager of an investment fund pari passu – equally, on identical terms NOTE In this report, "$" refers to US dollars. Vice-President L. Venkatachalam, Private Sector and Cofinancing Operations Officer-in-Charge J. Yamagata, Private Sector Operations Department (PSOD) Team leader A. Taneja, Principal Investment Specialist, PSOD In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgments as to the legal or other status of any territory or area. CONTENTS Page BASIC DATA i EXECUTIVE SUMMARY ii I. THE PROJECT 1 A. Project Background 1 B. Key Project Features 1 C. Progress Highlights 2 II. EVALUATION 3 A. Project Rationale and Objectives 3 B. Development Impact 3 C. ADB Investment Profitability 5 D. ADB Work Quality 6 E. ADB’s Additionality 7 F. Overall Evaluation 7 III. ISSUES, LESSONS AND RECOMMENDED FOLLOW-UP ACTIONS 7 A. Issues and Lessons 7 B. Recommended Follow-Up Actions 8 APPENDIXES 1. Investment Partners 9 2. Investment Portfolio 10 3. Portfolio Highlights 11 4. Private Sector Development Indicators and Ratings 12 5. Industry and Operations Review 15 6. Environmental, Social, Health, and Governance Impacts 16 7. Private Equity Benchmarks 18 BASIC DATA Aureos South-East Asia Fund, LLC (Investment No. 7209 - Regional) Key Project Data As per ADB Loan Actual1 Documents ($ million) ($ million) ADB investment: Equity: Committed 20 20 Disbursed N/A 18.4 Returned N/A 23.2 Key Dates Expected Actual Concept clearance approval 13 August 2004 Board approval 15 March 2005 Equity agreement 5 May 2005 Equity effectiveness 5 May 2005 First disbursement 6 June 2005 Financial and Economic Internal Rates of Appraisal XARR Return (%) Financial internal rate of return (project 15% 17%2 financial rate of return on equity) Project Administration and Monitoring No. of Missions No. of Person- Days Fact finding 2 4 Appraisal Project administration XARR mission Others ADB = Asian Development Bank, N/A = not available, XARR = extended annual review report. 1 As of 30 January 2013 2 Net financial internal rate of return after fees and carried interest. Estimated to the end of the fund. As of 31 December 2012 valuation, the fund manager estimates the net FIRR to be 18%. EXECUTIVE SUMMARY In April 2005, the Board of Directors of the Asian Development Bank (ADB) approved an investment of up to $20 million in Aureos South-East Asia Fund (ASEAF), a private equity fund targeting investments in small and medium-sized enterprises (SMEs) in Indonesia, the Mekong Region, the Philippines and Thailand. In total, ASEAF gathered commitments of $70 million in the core fund from various development institutions, and a further $26 million in local private capital was committed to parallel investment vehicles. Investing in ASEAF was consistent with ADB’s established viewpoint that the growth of SMEs is key to economic and social development in Southeast Asia. Development of a local private equity industry was perceived to be important in expanding the provision of capital and management expertise to SMEs. ASEAF was established as an 8-year, closed-end fund, to be managed by Aureos South-East Asia Managers, a wholly owned subsidiary of Aureos Capital (Aureos), which is a private equity fund manager with extensive experience in investing in SMEs in developing markets. Aureos established investment teams in Thailand, Indonesia, and the Philippines and structured local investment committees to recommend suitable transactions to the fund. ADB was allocated a seat on the advisory committee of the fund. ASEAF invested $60.6 million across 17 portfolio companies between 2005 and 2010—six in Thailand, five in the Philippines, four in Indonesia, and two in Vietnam. Investments ranged from $0.5 million to $6.3 million, with a clear focus on providing capital in support of organic growth. Aureos had a hands-on approach to investee companies, providing expertise and operational support and keeping a strong focus on governance and compliance. The fund is rated excellent for private sector development. At a macro level, the existence of the fund directly catalyzed the commitment of a further $26 million in local private equity funding and the mobilization of further debt capital to support the growth of the investee companies. The success of the fund had a strong demonstration effect on the wider investment community, contributing to a more than tenfold increase in the number of private equity funds operating in the region. At the investee level, ASEAF provided funding and strategic management support to boost the growth prospects of 17 SMEs across four countries. In doing so it allowed these companies to invest in innovative new products and services and provided a benchmark for good corporate governance. As of December 2012, ASEAF has fully exited eight of its 17 investments, delivering an average multiple of 3.3 times the invested capital and a gross financial internal rate of return (FIRR) of nearly 34%. The fund has distributed $91.1 million or 1.3 times the paid-in capital. Its stake in the remaining nine portfolio companies is valued at 2.2 times the invested capital or $66.1 million. Overall, ASEAF forecasts delivering a gross FIRR of more than 27% and to return over 2.8 times the invested capital (before fees and carried interest). This financial success has been driven by the growth and expansion of its investee companies, which in turn has delivered more employment, product and service innovation, and an increase in taxes paid. In light of its strong performance, the project is rated excellent for business success. Aureos was spun out of CDC Group, the United Kingdom’s development finance institution. Aureos therefore had both a strong track record in investing in SMEs in developing countries and a genuine commitment to and focus on reinforcing standards in environmental, social, health, and governance (ESHG) matters. With centrally coordinated oversight and expert ii support for local investment teams, Aureos ensured that its own investment team and portfolio company managers were suitably trained on important ESHG matters. All investments were required to be cleared beforehand by Aureos’ ESHG experts, and the organization arranged and conducted annual monitoring of each portfolio company to the highest international standards. A comprehensive report on ESHG matters was provided to investors each year. The project rates excellent on environmental, social, health, and safety performance. ASEAF expects to return a net FIRR to investors of over 17%, above the targeted 15% cited in the ADB report and recommendation of the President, despite the turbulent economic period in which the fund was invested. This compares with a median net FIRR of 5.8% for Cambridge Associates' 2004 benchmark in the region. On this basis, the project rates excellent on ADB profitability. ADB invested in ASEAF after its first close and therefore had limited opportunity to influence the terms or structure of the fund. Aureos reports that ADB due diligence prior to its investment was robust and consistent with that of other institutional investors. ADB was represented on the advisory committee of the fund. In this capacity, ADB played a relatively passive oversight role once the fund was in operation, raising relevant questions from time to time in accordance with its fiduciary obligations. ADB deployed independent audit teams to assess compliance with its own ESHG policies at a number of investees; it was the only investor to do this. The overall assessment is that ADB’s work quality was satisfactory. Since ADB was a second-close investor in ASEAF, it is unlikely that its involvement contributed to the identification or involvement of additional investors, though anecdotally it may have provided some comfort to participating local institutions. Beyond its contribution to the fund's focus on ESHG matters and its role on the advisory committee, the impact of ADB on the success of the fund appears to have been minimal. ADB’s additionality for ASEAF is rated satisfactory. ASEAF is rated highly successful overall. This finding is driven by (i) its private sector development impact on both a macro and investee level, specifically in catalyzing deployment of private co-investment funds, demonstrating the viability of private equity investment in the SME sector, and boosting the management capability and growth of 17 companies across the region; (ii) its high standards in implementing, monitoring, and reporting on ESHG matters; and (iii) its overall strong financial and economic development impact. I. THE PROJECT A. Project Background 1. In April 2005, the Board of Directors of the Asian Development Bank (ADB) approved an investment of up to $20 million in Aureos South-East Asia Fund (ASEAF), a private equity fund targeting investments in small and medium-sized enterprises (SMEs) in Indonesia, the Mekong Region, the Philippines and Thailand. 2. Investing in ASEAF was consistent with ADB’s established viewpoint that the growth of SMEs is key to economic and social development in Southeast Asia. Development of a local private equity industry was perceived to be important in expanding the provision of capital and management expertise to SMEs.
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