Corporate Finance in PR China

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1 Corporate Finance in PR China Stephan Heimberg Corporate Treasury Clariant International Ltd 6. Structured Finance Congress, Karlsruhe, Germany 27 October 2010

2 Table of contents 1. Overview of Clariant group 2. Clariant in Greater China 3. Group funding 4. Regulatory framework for treasuries in PR China 5. Funding strategy for Clariant in PR China Slide 2

3 1. Overview of Clariant group

4 Clariant key facts Clariant is a world leader in colors, surface effects and performance chemicals Annual sales of CHF 6.6 billion in 2009 Headquartered in Muttenz near Basel, Switzerland World-wide operations in over 60 countries, with more than 100 companies Approximately 17,000 employees Products and services of 10 Business Units are based on innovative specialty chemicals Listed at SIX Swiss Exchange in Zurich, Switzerland Credit ratings (long-term): BBB- / stable by S&P s; Ba1 / stable by Moody s Slide 4

5 Company history *IPO: Initial Public Offering Slide 5

6 2. Clariant in Greater China

7 Clariant in Greater China 2009: Sales of CHF 361m share by region Heilongjiang Jilin Xinjiang Inner Mongolia Liaoning Beijing Hebei Tianjin Northern China 15% Qinghai Ningxia Shanxi Gansu Shaanxi Henan Shandong Jiangsu 39% Tibet Southern China Anhui Sichuan Hubei Zhejiang Chongqing Hunan Jiangxi Guizhou Fujian Yunnan Guangxi Guangdong Shanghai Eastern China Taiwan 46% Macau Hong Kong *) Hainan *) Special Administration Region until 2047 Slide 7

8 Legal entities in Greater China Clariant AG 100% CH79 CH12 100% HK01 100% 95% 100% 60% 49% 100% 100% CN01 CN03 CN04 CN09 CN12 TW03 100% 50% 100% 100% CN02 HQ in Shanghai CN13 CN14 CN15 100% CN06 100% CN07 100% CN08 100% CN11 Slide 8

9 3. Group funding

10 Global funding strategy As a rated, publicly traded company, Clariant raises its capital on a cost effective and flexible basis by accessing the public debt, equity and syndicated loan markets via the parent entity in Switzerland or finance vehicle in Luxembourg Top-down financing from the parent to subsidiaries to fund fixed assets / investments via shareholder equity contributions and intragroup loans No committed long-term bank loans except for syndicated back-stop facility (currently replaced by physical liquidity reserve) Bondholders and banks are kept pari-passu Core banking policy: Core banks support major portion of Clariant s bank funding requirements through the cycle have demonstrated their commitment in terms of service quality and competitive conditions for their banking services over time match Clariant s global or regional footprint have access to Clariant s bank fee business (if competitive with non-core banks) Slide 10

11 Local banking policy Local working capital is funded by locally-arranged uncommitted short-term bank facilities (i.e. overdraft / working capital facilities) Lean loan documentation Minimal standard clauses such as negative pledge, pari-passu and cross default Use of core banks whenever possible Keep number of banks to a minimum: Maintain competition amongst banks Cost efficiency (e.g. leverage of purchasing power), reasonable allocation of fee business Best in Class approach: Selection of banks based on service capabilities and cost to deliver Request for Proposals (RFP) should be issued when strategically aligning with a banking partner Slide 11

12 Debt maturity profile as per Liquidity Headroom Maturities of Financial Debt 1400 in CHF m EUR 100 m Certificate of Indebtedness launched by Clariant Ltd in July 2008 EUR 600 m bond launched by Clariant Finance (Luxembourg) S.A. in Apr Cash* Short-term uncommitted roll-over loans (NWCfinancing) at subsidiary level CHF 250 m Swiss domestic bond launched by Clariant Ltd in Apr CHF 300 m convertible bond launched by Clariant Ltd in July * incl. short term deposits > 94d Bonds & Private Placements Uncommitted & other loans Slide 12

13 4. Regulatory framework for treasuries in PR China

14 Regulatory bodies in PR China Central bank People s Bank of China (PBOC) Controls monetary policy Regulates financial institutions China Banking Regulatory Commission (CBRC) Authorized by the State Council to regulate the Chinese banking sector The State Administration of Foreign Exchange (SAFE) Drafting laws, standards, policies and reform of the forex administration system Risk management and monitoring of balance of payments and the external credit and external debt Development and supervision of the foreign exchange market, foreign exchange reserves, gold reserves, and other foreign exchange assets of the state Setting Chinese Renminbi (CNY) convertibility / exchange rate policy Slide 14

15 Foreign exchange controls The State Administration of Foreign Exchange (SAFE) controls all foreign exchange flows Foreign exchange controls are among the strictest in the Asia Pacific region Chinese Renminbi (CNY) is not a freely convertible currency (i.e. managed float against an undisclosed basket of currencies) FX spot and forward transaction are only allowed for underlying business transactions (i.e. trade flows, services, dividends, interest, etc.) FX forward market very liquid for tenors up to 1 year Incoming and outgoing cross-border payments in FX are strictly monitored and require supporting documentation to get approval by SAFE Slide 15

16 Restrictions on funding Every entity in China has its individual restriction to borrow foreign debt which is based on its foreign exchange quota (= total investment registered capital) Increased documentation requirement (each drawdown needs to be supported by corresponding invoices / agreements) New lending cap for banks introduced in 2010: Companies are only allowed to get aggregated short-term credit limits in the amount of the forecasted net working capital Challenges: Interpretation and application of rules can vary from jurisdiction to jurisdiction New regulations can be introduced over night As a result of the restrictions some of our Chinese affiliates have an insufficient borrowing capacity Slide 16

17 5. Funding strategy for Clariant in PR China

18 Funding strategy Funding Local Banks Bank loans (incl. cash pool overdraft facility) in CNY to fund working capital Clariant companies Intragroup loans from HK in USD and CHF to fund fixed assets Cash Pool Leader CN01 has largest borrowing capacity CN01 Header Account Cash Pool Participants CN01 CN02 CN03 CN04 CN06 CN07 CN08 CN11 CN12 CN13 CN15 Bank loans in CNY to fund working capital Local Banks Slide 18

19 Physical CNY cash pool Zero balancing cash pool Daily automatic sweep of funds from the bank accounts of the cash pool participants to the header account of the cash pool leader Reverse sweep of funds to the bank accounts of the cash pool participants with funding needs from the header account of the cash pool leader Use of entrusted loans to avoid intragroup loans (not allowed) Company with the largest borrowing capacity is the cash pool leader Cash pool leader is the main borrower for Clariant China and channels the funds through the cash pool Other companies act as additional / alternative borrowers and feed funds into the cash pool Slide 19

20 Entrusted loans as integral part of our cash pool solution Company A (Depositor) 1. CNY deposit 2. CNY loan Cash Pool Bank 4. Principal & Interest 3. Principal & Interest A loan whereas the bank is entrusted by a depositor to on-lend the funds provided solely by the depositor to a Borrower (i.e. back-to-back loan) The bank only acts as a booking vehicle in exchange for a commission Company B (Borrower) Company can freely set up lending / deposit rates (within PBOC regulated range), transaction tenor and other terms & conditions According to PBOC regulations, transactions should be properly documented, transaction cash flow should be kept within one bank branch, and interest earned by lender will be subject to withholding tax Slide 20

21 Intragroup loans Intragroup loans within China are not allowed Work-around possible with entrusted loans (back-to-back loan via bank) Intragroup loans cross-border into China are allowed up to the limit based on the foreign exchange quota for each legal entity Interest rate must be at arm s length (market rate) in order to be tax-deductible No specific restrictions in terms of terms & conditions Loans must be properly registered with SAFE ( otherwise loan is non-existing!) Remittance of interest can be made after tax clearance and approval by SAFE Repayment of principal requires a formal application to SAFE for its approval Withholding tax on interest payment based on DTAs: From China to Switzerland: 10% From China to Hong Kong: 7% From Hong Kong to Switzerland: 0% Slide 21

22 Bank loans CBRC has repeatedly issued lending caps to restrict lending capacity of foreign and local banks to avoid overheating of the Chinese economy Local banks can offer competitive rates as they benefit from lower funding cost (funding from local deposits) compared to international bank (funding via inter-bank market) Bank loans are available in CNY and FX Interest rates on CNY bank loans must be minimum 90% of the official PBOC rate Loan documentation corresponds to international standards Bank loans for Clariant China are plain vanilla : Uncommitted facilities, thus no commitment fees Unsecured facilities, thus no pledge of assets or parental guarantees No financial covenants Standard clauses such as pari-passu, negative pledge and cross default Slide 22

23 Capitalisation of companies in PR China Process for capital contribution: Verification of paid-in capital amount by auditor Registration with Administration for Industry & Commerce Issuance / update of business license Capital contribution is tax free Debt-to-equity requirements apply for Foreign Investment Enterprise (FIE) for the purpose of obtaining foreign currency loans from outside China Debt-to-equity ratios depend on level of investment amount Thin capitalisation rules: Loans from related parties* / Shareholder s Equity = max. 1:2 Interest expense pertaining to the excessive debt from related parties is not tax-deductible * Entrusted loans from cash pool are included Slide 23

24 Repatriation of funds out of PR China Transfer pricing (according to OECD guidelines) Royalties Proper documentation required Remittance can be made after tax clearance and FX approval by SAFE Subject to withholding tax of 10% (reduced rate of 7% to Hong Kong) Management and other service fees Very strict and cumbersome documentation (= basically not accepted!) Dividends Supporting documentation (i.e. board resolution and audited financial statements) Pre-approval from tax authorities Approval for outgoing cross-border FX payments from SAFE Dividends are subject to withholding tax of 10% (reduced rate of 5% to Hong Kong) Slide 24

25 Back-up slides

26 Clariant s products and services are delivered through 10 Business Units Additives Detergents & Intermediates Emulsions Industrial & Consumer Specialties Leather Services A leading provider of flame retardants, waxes and polymer additives for effects in plastics, coatings and other applications. A leading supplier of key raw materials and intermediates to the detergents, agro and pharmaceutical industries. A supplier of waterbased emulsions/polymer dispersions for paints, coatings, adhesives, construction, sealants and for the textile, leather and paper industries. A leading provider of specialty chemicals and application solutions for consumer care and industrial markets. A leading supplier of chemicals and services to the leather industry. Slide 26

27 Clariant s products and services are delivered through 10 Business Units Masterbatches Oil and Mining Services Paper Specialties Pigments Textiles Chemicals A leader in coloration and functionality of plastics, supplying the packaging, consumer goods, medical, textile and automotive sectors. A leading provider of products and services to the oil, refinery and mining industries. A leading provider of optical brighteners, colorants and functional chemicals for paper and packaging applications. A leading global provider of organic pigments and dyes for coatings, paints, printing, plastics and special applications. A leading producer of dyes and chemicals for the textile industry including apparel, upholstery, fabrics and carpets. Slide 27

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