Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Page 1
Financial Institutes and Markets
TABLE OF CONTENTS
Q1 What are the benefits and costs you think BGR should take into consideration before taking
the decision to go public?...............................................................................................................5
Generic Advantages of Going for an IPO..................................................................................5
1.1.1 New Capital for the Company.......................................................................................5
1.1.2 Public traded shares for use in acquisition....................................................................6
1.1.3 Listed shares for use as remuneration...........................................................................6
1.1.4 Personal Wealth and Liquidity......................................................................................6
Drawbacks for going Public.......................................................................................................6
Financial costs of an IPO........................................................................................................6
Bad Market Conditions..........................................................................................................7
Managerial Cost of an IPO.....................................................................................................8
Share Price Emphasis.............................................................................................................8
Life in fishbowl......................................................................................................................8
Q2 Would you invest in this IPO? What are the risks of investing in this IPO? Make a choice
and explain.....................................................................................................................................9
BGR Energy Systems Ltd. IPO - Basis of Allotment (Summarized for Retail Category) ..12
Key Risks.................................................................................................................................13
BHEL has barred the company............................................................................................13
High Dependencies on Govt. Companies.............................................................................13
Currency Risks.....................................................................................................................14
High Debt/Equity Ratio........................................................................................................14
Low PAT Margin.................................................................................................................14
Contingent Liabilities...........................................................................................................14
Long Accounts Receivable Cycle.......................................................................................15
High Working Capital and Capital Expenditure Requirements..........................................15
Dilution in net tangible Book Value....................................................................................15
Future Sales of Equity Shares would cause the Equity Share Price to fall..........................16
Q3 Can the offer Price be justified?.............................................................................................17
3.1 DCF ANALYSIS...............................................................................................................18
3.2 P/E Method.........................................................................................................................28
Q4 Track the performance of BGR after it got listed in the secondary market. Comment
critically on the performance immediately after listing and in the long run?..............................30
Page 2
Financial Institutes and Markets
Page 3
Financial Institutes and Markets
ACKNOWLEDGEMENT
Page 4
Financial Institutes and Markets
Q1 What are the benefits and costs you think BGR should
take into consideration before taking the decision to go
public?
Page 5
Financial Institutes and Markets
In addition to the above benefits the act of going public generally results
in a blaze of media attention which often helps promote a company’s
products and services. Being a public company also increase the
prestige. However, the obvious benefits of an IPO must also be weighed.
Few entrepreneurs are truly prepared for just how costly the process of
going public can be in terms of out-of-pocket expenses and opportunity
costs. Total cash expenses of an IPO, such as printing, accounting and
legal services, frequently are will over $1 Million, and most of these
must be paid even if the offering is cancelled. Additionally , the
combined costs associated with the underwriter’s discount (usually 7
percent) and the initial under pricing of a firm’s stock (roughly 15
Page 6
Financial Institutes and Markets
Costs at IP
issue price, a phenomenon called IPO under pricing.
Also as per SEBI guidelines the mandatory costs works out to be
additional Rs 500,000 and it takes 3 – 4 weeks.
-Direct Cos
price. Companies like Wockhardt and Emaar MGF had to cancel their IPO
Page 7
Financial Institutes and Markets
due to poor market conditions and companies like Reliance Power has
seen their issue open at discount of 35% in the recent past.
About 50% of the Class of 2006 intial offerings was trading at break-even
or below their listed price in 2007. Big disappointments were Jet
Airways. Jet’s share price was trading at 30% off from its initial trading
price in Feb, 2005.
Life in fishbowl
Public shareholders have the right to a great deal of information about a
firm’s internal affairs. Releasing this information to shareholders is as
good as releasing this to competitors and potential acquirers as well.
Managers must disclose specially in the IPO prospectus how and in what
markets they want to compete – information that is obviously valuable to
competitors. Additionally, managers who are also significant
Page 8
Financial Institutes and Markets
As per the calculations in Q 3 the Fair value of BGR Share is 409.03 (DCF
Method) and as per P/ E Ratio Industry average method it is 407.95.
Hence based on those calculations it seems the share is slightly
overpriced. It was listed at Rs 801 in BSE and Rs 840. 3 days high was Rs
989 in BSE and 3 days low as Rs 801 in BSE. Hence, it seems at that
juncture in Jan 2008 it was a good bet to buy BGR Shares.
As per some analysts at the price band of Rs. 425 to Rs.480, the issue is
priced expensively with the PE of 102.40x at the lower band and 115.66x
at the upper band considering the EPS of Rs.4.15 on its FY07 earnings.
The company’s peers like BHEL and ABB are currently trading at a PE of
47x and 74x respectively. However, the company has a strong order book
and the company is also expected to benefit from the fast growing
industry. Its order book, which is almost 6.4 times its FY07 annualized
revenues, if executed over the next two-three years will provide
significant top line and bottom line growth. Thus we recommend
SUBSCRIBE to the from long term perspective.
Page 9
Financial Institutes and Markets
Valuations
Peer Comparison
Page 10
Financial Institutes and Markets
However in 2007 the overall mood in the market for any Power, infra,
and other similar offerings had been very positive and
A poll conducted on December 15th 2007 showed that 48% of the polled
people were eager to invest in BGR which meant although the
Page 11
Financial Institutes and Markets
Total Votes: 80
BGR Energy Systems Ltd. IPO - Basis of Allotment (Summarized for Retail
Category)
Page 12
Financial Institutes and Markets
No. of
No. of Sh Allotted Ratio
Sh Applied
14 14 1:48
28 14 1:24
42 14 3:47
56 14 4:47
70 14 5:46
84 14 3:23
98 14 7:46
112 14 4:23
126 14 9:46
140 14 5:23
154 14 11:46
168 14 6:23
182 14 13:46
196 14 31:100
Key Risks
BHEL has barred the company
The company was barred by BHEL for any business for 3 years with it.
BHEL alleged that BGR formed a cartel with M/S Techno Electric & Engg
Ltd. to obtain orders from BHEL at a higher price.
Page 13
Financial Institutes and Markets
Currency Risks
The company operates in 42 countries. It is exposed to exchange rate
risks. Currency volatility can impact operational performance of the
company.
Page 14
Financial Institutes and Markets
As the issue price of the Equity Share is higher than the book value
per Equity Share, purchasers in this Issue will immediately
experience a substantial dilution in net tangible book Value.
Page 15
Financial Institutes and Markets
Page 16
Financial Institutes and Markets
BGR IPO - opened for subscription on 28 June, 2007 and closed on July 03, 2007.
Business Profile
BGR provides products and services to sectors like power, oil and gas, and also has
presence in other high growth sectors like infrastructure, petrochemicals, etc. BGR
operates through two broad business verticals, 1) industrial products i.e. supply of
systems and equipments and 2) turnkey engineering project contracting. BGR
provides turnkey solutions for the Balance of Plant (BOP) part of projects.
Issue Details :
Page 17
Financial Institutes and Markets
In simple terms, discounted cash flow tries to work out the value of a company
today, based on projections of how much money it's going to make in the future. DCF
analysis says that a company is worth all of the cash that it could make available to
investors in the future. It is described as "discounted" cash flow because cash in the
future is worth less than cash today.
For example, let's say someone asked you to choose between receiving Rs100 today
and receiving Rs100 in a year. Chances are you would take the money today, knowing
that you could invest that Rs100 now and have more than Rs100 in a year's time. If
you turn that thinking on its head, you are saying that the amount that you'd have in
one year is worth Rs100 today - or the discounted value is Rs100. Make the same
calculation for all the cash you expect a company to produce in the future and you
have a good measure of the company’s revenue. There are several tried and true
approaches to discounted cash flow analysis; we will use the free cash flow to firm
Page 18
Financial Institutes and Markets
Growth Rate:
BGR is expected to grow at to have CAGR of 80 % (source: Emkay Research) for the
period 2007-09 and 50% in 2010 & 25% in 2011 (source: IDBI Capital). We take fixed
growth rate accordingly for DCF valuation for coming 6 years.
Reinvestment Rate:
If we relax the assumption that the only source of equity is retained earnings, the
growth in net income can be different from the growth in earnings per share.
Intuitively, note that a firm can grow net income significantly by issuing new equity
to fund new projects while earnings per share stagnate. To derive the relationship
between net income growth and fundamentals, we need a measure of how
investment that goes beyond retained earnings. One way to obtain such a measure is
to estimate directly how much equity the firm reinvests back into its businesses in
the form of net capital expenditures and investments in working capital.
Growth Rate (in Earnings) = Equity Reinvestment Rate* ROE (if ROE remains same
throughout)
Page 19
Financial Institutes and Markets
Free cash flow is the cash that flows through a company in the course of a quarter or
a year once all cash expenses have been taken out. Free cash flow represents the
actual amount of cash that a company has left from its operations that could be used
to pursue opportunities that enhance shareholder value - for example, developing
new products, paying dividends to investors or doing share buybacks.
Rs in mn
Current Year
2007‐ 2008‐ 2010‐ 2011‐
2006‐07 (12 2009‐10
08 09 11 12
months)
Expected Growth
80% 80% 80% 50% 25%
Rate
EBIT(1‐ Tax) 528.67* 951.61 1712.9 3083.33 4624.83 5781.03
Equity
Reinvestment 166.67% 166.76% 166.67% 104.17% 52.08%
Rate
FCF Equity (634.54) (1142.0) (2055.6) (192.85) 2770.27
* source: case given(proportionately converted from 18 months to 12 months)
Page 20
Financial Institutes and Markets
A wide variety of methods can be used to determine discount rates, but in most
cases, these calculations resemble art more than science. Still, it is better to be
generally correct than precisely incorrect, so it is worth your while to use a rigorous
method to estimate the discount rate. A good strategy is to apply the concepts of the
weighted average cost of capital (WACC). The WACC is essentially a blend of the cost
of equity and the after-tax cost of debt.
Unlike debt, which the company must pay at a set rate of interest, equity does not
have a concrete price that the company must pay. But that doesn't mean that there
is no cost of equity. Equity shareholders expect to obtain a certain return on their
equity investment in a company. From the company's perspective, the equity holders'
required rate of return is a cost, because if the company does not deliver this
expected return, shareholders will simply sell their shares, causing the price to drop.
Therefore, the cost of equity is basically what it costs the company to maintain a
share price that is satisfactory (at least in theory) to investors. The most commonly
accepted method for calculating cost of equity comes from the Nobel Prize-winning
capital asset pricing model (CAPM), where:
ß - Beta - This measures how much a company's share price moves against the
market as a whole. A beta of one, for instance, indicates that the company moves in
line with the market. If the beta is in excess of one, the share is exaggerating the
market's movements; less than one means the share is more stable. We take Beta of
industry average i.e beta of 0.915.
Page 21
Financial Institutes and Markets
(Rm – Rf) Equity Market Risk Premium - The equity market risk premium (EMRP)
represents the returns investors expect, over and above the risk-free rate, to
compensate them for taking extra risk by investing in the stock market. In other
words, it is the difference between the risk free rate and the market rate. (Given:
9%)
As companies benefit from the tax deductions available on interest paid, the net cost
of the debt is actually the interest paid less the tax savings resulting from the tax-
deductible interest payment. Therefore, the after-tax cost of debt is Rd (1 -
corporate tax rate).
The WACC is the weighted average of the cost of equity and the cost of debt based
on the proportion of debt and equity in the company's capital structure. The
proportion of debt is represented by D/V, a ratio comparing the company's debt to
the company's total value (equity + debt). The proportion of equity is represented by
E/V, a ratio comparing the company's equity to the company's total value (equity +
debt). The WACC is represented by the following formula:
Page 22
Financial Institutes and Markets
E/V 0.25 Rf 7%
Corporate Tax 33% Rd 14.15% Beta 0.915
D/V 0.75 Rm 16%
Present Value:
The present value of a single or multiple future payments (known as cash flows) is
the nominal amounts of money to change hands at some future date, discounted to
account for the time value of money, and other factors such as investment risk. A
given amount of money is always more valuable sooner than later since this enables
one to take advantage of investment opportunities. Present values are therefore
smaller than corresponding future values.
When future cash flow of the company is divided by the discount rate, we get the
present value of that predicted years cash flow.
Where, n = year
Page 23
Financial Institutes and Markets
Rs in mn
TERMINAL VALUE
The Perpetuity Growth Model accounts for the value of free cash flows that continues
into perpetuity in the future, growing at an assumed constant rate. Here, the
projected free cash flow in the first year beyond the projection horizon (N+1) is
used.
Beyond 2012 BGR is expected to grow at 6% p.a i.e. at its perpetuity rate, hence net
income for the year 2013 will be:
= 5781.03 × (1+0.06)
= Rs. 6128.0 mn
Page 24
Financial Institutes and Markets
Here, return on equity is rate at which company expect to get returns on its
investments after terminal point i.e. 2012.
Return on equity will drop to the stable period cost of capital of 10.9%.
= 55%
Therefore,
= Rs. 2757.6 mn
Page 25
Financial Institutes and Markets
There are several ways to estimate a terminal value of cash flows, but one well-worn
method is to value the company as a perpetuity using the Gordon Growth Model. The
model uses this formula:
The formula simplifies the practical problem of projecting cash flows far into the
future.
Therefore,
= Rs 56277.55 mn
= Rs. 30251.43mn
= Rs. 29450.17 mn
Page 26
Financial Institutes and Markets
Hence as per the above calculations BGR cost of share is almost Fairly
priced. (As per the DCF method). As per other methods like Perr
comparison it seems that BGR was over priced.
SENSITIVITY ANALYSIS
The sensitivity analysis of the above DCF model can be done as follows:
DISCOUNT RATE
PERPETUITY 10.5% 10.9% 11.5%
GROWTH 5% 430.135 403.65 364.62
RATE 6% 435.67 409.03 369.79
7% 438.33 415.16 370.72
Figure12 : BGR Sensitivity Analysis
Page 27
Financial Institutes and Markets
BGR IPO
Particulars Figures
Issue Open Dec 05, 2007 - Dec 12, 2007
Issue Type 100% Book Built Issue IPO
Issue Size 9,136,000 Equity Shares of Rs. 10
Page 28
Financial Institutes and Markets
It is observed that as per both the DCF Method and P/E ratio (Industry
Average) the price comes in the range of 407.95 – 409.03. Hence this
seems to be slightly overpriced. As per P/E method also it appears to be
overpriced.
However if we consider BGR Energy Highest P/E Ratio the value comes to
849.25 which is very close to the listing price of BGR Energy at NSE.
times).
Page 29
Financial Institutes and Markets
Page 30
Financial Institutes and Markets
Page 31
Financial Institutes and Markets
As in the above graphs it can be seen the share prices of BGR maintained
at around Rs 800 above listing. But when the sensex crashed in 2008
prices of BGR energy also fell at the same or similar rate and hovered
around 150 mark. After 2009 (after sings of recovery), prices of BGR
started recovering at a faster rate and is now traded at above Rs. 500. It
may be noted that BGR energy systems has a recommendations of
leading research houses like IDBI Capital, Anand Rathi, Asit C Mehta,
Jaypee Capital Services. From the past trends of BGR and as per the
Predictions of Analysts in 2007 the IPO Price can be considered to be
reasonable.
Page 32