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January 1, 2002 Attractive Valuations…. INTRODUCTION ICICI Bank scrip has seen a dip in the last few days along with the market. The merger between ICICI Bank and ICICI Limited has been given go ahead from RBI. As a next step, the merger is to be approved by the High court. ICICI ltd and ICICI Bank are going ahead with raising the funds needed to meet the statutory reserve requirement post merger. The management is confident about being able to raise the required funds. We feel that at current price, ICICI Bank gives a good investment opportunity as the current dip is less linked to any fundamental changes and hence the valuations look more attractive. More in the report.** Inside The Report ** FinancialsKey Development Taking the reverse merger route ICICI Ltd is set to merge with its erstwhile subsidiary ICICI Bank. The merger has been scheduled to take place either with effect from March ’02 or getting the RBI approval, which ever is later. The swap ratio has been decided at 2:1 that is 1 share of ICICI Bank for every 2 shares held in ICICI Ltd. The group has submitted its proposal with the RBI for its consideration and approval, and shall be subject to approvals of shareholders of respective companies, the High Courts of Mumbai and Gujarat. It would also include merger of two ICICI subsidiaries, namely, ICICI Personal Finance Services Limited and ICICI Capital Services Limited with ICICI Bank. The American Depository Shares (ADS) holder of ICICI would be issued five ADS of ICICI Bank in exchange for four ADS of ICICI. ICICI stake in Bank to be parked in SPV Currently, ICICI Ltd holds 46 per cent stake in ICICI Bank. In the case of merger, instead of extinguishing the shares, the company has decided to transfer the stake to a special purpose vehicle (SPV) to be created in the form of a trust. Post merger, this would form about more than 16 per cent of the total capital. This is an intelligent move by the company, as it would solve many purposes. First of all it is not prudent to extinguish capital in a scenario where the cost of raising capital itself is very high. Secondly, by doing so the bank would be able to safe guard its capital adequacy ratio. Thirdly, the plan is to divest the stake to a strategic partner few years down the line, which would fetch the bank considerable amount of cash. The shares would be transferred to the SPV at the price at which ICICI bought the shares i.e. Rs 12 per share. Main Concern – Maintaining the reserve requirement and priority lending A major concern in the road ahead to the merger is the reserve requirement that a bank is supposed to maintain. At present these requirements are not applicable to ICICI Ltd. A bank has to maintain a Cash Reserve Ratio of 5.5 per cent with RBI and a Statutory Liquidity Ratio of 25 per cent. ICICI would require a total of Rs 18000 crs to fulfill this requirement. Now this is a huge amount and given the current scenario. It would be much difficult for the institution to raise such an amount. The group plans to raise the required funds partly through ICICI and partly through ICICI Bank. But given the strength of ICICI Bank, substantial portion would have to be brought in by ICICI. Another issue is of fulfilling the priority sector-lending requirement. This requirement currently stands at 40 per cent i.e. 40 per cent of the lending is to be made to priority sectors. ICICI Ltd has taken the securitisation route to raise funds and as per reports, it has already securitised corporate loans worth Rs 4000 crs. ICICI Bank on its part is also on a deposit mobilization spree. These deposits would be apart from the deposits, which they would raise for their normal business activities. What the FIs want In terms of fulfilling the reserve requirement, the FIs have been demanding that it should be applicable only to the incremental deposits, or it be could be applicable in a phased manner over a period of 4-5 years. This would allow the players to put in place the strategy, which would enable them to earn a decent spread even after putting the money in government securities or keeping with RBI. In the case of priority lending, which is to the extent of 40 per cent, FIs have been demanding that infrastructure advances be treated as priority lending. This has been the demand of the banking industry also. If this is allowed then ICICI would not have any problem in fulfilling the requirement. But we feel that RBI will allow some leeway for the players taking the universal banking route in this area. Alternatives with ICICI to raise funds ICICI Limited could have a game plan for the scenario where it has to maintain the statutory reserves in the first year itself. In that case it would require to raise an estimated sum of Rs 18000 crs before March ’02. For this is has following options available:
Negative impact post merger Average cost of borrowing for ICICI ltd for FY01 was 11.71 per cent. Its Gross yield was 13.54 per cent for the same period. Either way ICICI Ltd would have to take a hit in the bottom-line in the initial years. By bringing down its loan portfolio and diverting these funds for the reserve requirement it would have to forego some of the interest spread. CRR would get a return of 6.5 per cent and amount in SLR would generate a return of about 9.5 per cent. Even in the case of fresh funds the cost of borrowing would be higher and the return on those funds would be less. How the players would be benefited
The Flip side
The success of this merger would really depend on the fact that how the merged entity is able to raise low cost retail deposits, one to offset the negative impact from fulfilling the reserve requirement and second to replace its high cost wholesale borrowings. It would also depend on how effectively it is able to leverage the corporate relations and the large fund base in bringing in non-fund income. Accelerated Provisioning – Still in Offing..? One concern, which still looms large is whether ICICI Ltd would still require to make any accelerated provisioning to clear its books. The question is to what extent and what would be the magnitude. We expect that ICICI would like to clean up its books before making a new beginning. If no major surprises come, the going for the new entity would be really good. inancials(Rs Crs)
Financial Highlights: ICICI Limited
Financial Highlights: V aluations
* Book value is as of 31st March 01.
** Annualised Based on the December 01 quarter EPS as per KRC Earning Estimates, the stock is trading at a PE of 6.6 based on annualized earnings. ICICI group has pioneered the concept of universal banking in India. And probably no other player has prepared it self for moving towards that, as much as ICICI group. The concept of universal banking has found favour with many global players. Some of the international players, which have realized the benefits of universal banking are ABN-AMRO, Citigroup, HSBC, UBS etc. No doubt in the time to come the benefits of this move will start flowing in. Technicals: Last Prices: 83.20 13 Day EMA: 89 15 Day EMA: 95 200 Day EMA: 116 It is below all its three EMAs and is placed near the over sold zone. The Parabolic SAR is currently in sell mode. MACD indicator is in negative zone. Thus a move passed 90, will give bullish triggers. The scrip witnesses an average volume of 50-70 thousand shares. It has a support at 79 while resistance for the short term is at 99.
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