Shriram Transport Finance Company Ltd (STFC)

Transcription

1 July 02, 2014 Shriram Transport Finance Company Ltd (STFC) Secured NCD Issue (Taxable) Summary: Shriram Transport Finance Company Ltd (STFC), one of the largest asset financing NBFCs in India, has come up with the 1 st tranche of public issue of Secured Non Convertible Debentures (NCDs) for an amount aggregating upto Rs. 500 crore with an option to retain oversubscription upto the Shelf Limit, i.e. upto Rs. 3,000 crore with the face value of Rs. 1,000 each. The issue is open for subscription from July 2, 2014 to July 22, 2014 (The Company has the option of closing the issue on an earlier date, once it receives the amount it has targeted). The company will be paying an ranging between 9.85% and 11.50% p.a. on these bonds. For the Series I, Series II and series III, the company offers the additional incentive of 1.15%, 1.25% and 1.35% respectively for individual NCD holders. Further, Senior Citizens (only First Allottees) shall be entitled to an additional yield at the rate of 0.25% per annum in these all bonds. The proposed NCDs issue has been rated CRISIL AA/Stable by CRISIL, CARE AA+ ' by CARE and IND AA+ by India Ratings and Research Private Limited for an amount of upto Rs. 3,000 crore. This is the Public Issue by the Company (STFC) of NCDs for an amount upto an aggregate amount of the Shelf Limit of Rs. 3,000 crore. The NCDs will be issued in one or more tranches subject to the Shelf Limit. Objects of the Issue: The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for the various financing activities including lending and investments, subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements, to repay the existing loans and business operations including for the company s capital expenditure and working capital requirements. Common Terms and Conditions of the NCDs: Issuer Shriram Transport Finance Company Limited Issue Public Issue of Secured Redeemable Non Convertible Debentures of face value of Rs. 1,000 each, for an amount aggregating upto Rs. 3,000 crore ( Shelf Limit ). Tranche I Issue Size Issue of NCDs for an amount of Rs. 500 crore with an option to retain oversubscription upto the Shelf Limit, i.e. upto Rs. 3,000 crore Type of Instrument Secured Redeemable Non Convertible Debentures and issue price (in Rs / NCD) 1,000 Minimum Application Rs. 10,000/ (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV, Series V, Series VI, Series VII and Series VIII either taken individually or collectively) In Multiples of Rs. 1,000/ (1 NCD) Nature of Instrument Secured Listing BSE and NSE BSE and NSE CRISIL AA/Stable by CRISIL, CARE AA+ ' by CARE and IND AA+ by India Ratings and Research Private Limited for an amount of upto Rs. 3,000 crore Put/Call Option Not Applicable Issue Details: Series I II III IV V VI VII VIII Frequency of Interest Payment Annual Annual Annual Monthly Monthly Cumulative Cumulative Cumulative Coupon (%) p.a for Non Individuals 9.85% 10.00% 10.15% 10.71% 10.94% NA NA NA Additional Incentive on Coupon for Individuals on Any Record 1.15% 1.25% 1.35% Nil Nil NA NA NA Date) Coupon (%) p.a for Individuals (Coupon Rate + Incentive rate) 11.00% 11.25% 11.50% 10.71% 10.94% NA NA NA Effective Yield (%) p.a on any Record Date Non Individuals 9.85% 10.00% 10.15% 11.25% 11.50% 9.85% 10.00% 10.15% Effective Yield (%) p.a on any Record Date Individuals 11.00% 11.25% 11.50% 11.25% 11.50% 11.00% 11.25% 11.50% Tenor (Months) Thirty six Eighty four Eighty four Thirty six Eighty four Sixty months Sixty months Sixty months months months months months months Redemption Amount (Rs / NCD) for Non Individuals 1, , , Redemption Amount (Rs / NCD) for Individuals 1, , , Note: Senior Citizens (only First Allottees) shall be entitled to an additional yield at the rate of 0.25% per annum on Series I, II and III series. For series IV and V, Senior citizens (only First Allottee) will get a coupon of 10.94% per annum and 11.17% per annum respectively payable monthly. For series VI, VII and VIII, Senior Citizens (only First Allottee) will be paid an aggregate amount of Rs. 1,377.29, Rs. 1, and Rs. 2, per NCD, respectively, on the Redemption Date.

2 All categories of persons who are individuals or natural persons (including Hindu Undivided Families acting through their Karta) including without limitation HNIs and Retail Individual Investors who are eligible under applicable laws to hold the NCDs are collectively referred to as Individuals. Earlier Issues: Investors can also look at the earlier issues of NCDs by the same issuer, which are listed and traded on the exchanges. The table below describes the traded details of such NCDs. Series HSL ID Date of Allotment Coupon Rate(%) Residual Maturity Coupon payment frequency Tenor to Call/Put (Yrs) YTC (%) Last Trade Price (%) STFC N1 SRTRANN1NR 27 Aug % 0.16 Years Half Yearly 210 NA 163 STFC N2 SRTRANN2NR 27 Aug % 0.16 Years Yearly NA 68 STFC N3 SRTRANN3NR 27 Aug % 0.16 Years Cumulative % 490 STFC N4 SRTRANN4NR 27 Aug % 0.16 Years Yearly % 13 STFC N6 SRTRANN6NR 2 Jun % 0.92 Years Yearly % 3 STFC N7 SRTRANN7NR 2 Jun % 0.92 Years Yearly NA NA NA STFC N8 SRTRANN8NR 2 Jun % Yearly NA NA NA STFC N9 SRTRANN9NR 2 Jun % 2.92 Years Half Yearly 0.92 Yrs 14.92% % 104 STFC NA SRTRANNANR 2 Jun % 2.92 Years Half Yearly 0.92 Yrs 12.10% NA NA NA STFC NB SRTRANNBNR 2 Jun % Half Yearly NA NA NA STFC NC SRTRANNCNR 2 Jun % 0.92 Years Yearly % 978 STFC ND SRTRANNDNR 2 Jun % 0.92 Years Yearly 195 NA 10 STFC NE SRTRANNENR 2 Jun % Yearly NA NA NA STFC NF SRTRANNFNR 2 Jun Years Cumulative % 213 STFC NG SRTRANNGNR 2 Jun Years Cumulative % 79 STFC NH SRTRANNHNR 2 Jun Years Cumulative NA NA NA STFC NI SRTRANNINR 2 Jun % 2.92 Years Yearly % 10 STFC NJ SRTRANNJNR 2 Jun % Yearly NA NA NA STFC NK SRTRANNKNR 2 Jun % Yearly NA NA NA STFC NL SRTRANNLNR 12 Jul % 2.03 Years Yearly 1.03 Yrs 11.45% % 472 STFC NM SRTRANNMNR 12 Jul % 2.03 Years Yearly 1.03 Yrs 7.42% 1066 NA 47 STFC NN SRTRANNNNR 12 Jul % 2.03 Years Yearly 1.03 Yrs 14.21% NA NA NA STFC NO SRTRANNONR 12 Jul % 0.03 Years Yearly NA 45 STFC NP SRTRANNPNR 12 Jul % 0.03 Years Yearly NA NA NA STFC NQ SRTRANNQNR 12 Jul % 0.03 Years Yearly 1016 NA 15 STFC NR Individual SRTRANNRNR 10 Aug % 1.11 Years Yearly % 91 STFC NS Individual SRTRANNSNR 10 Aug % 3.11 Years Yearly % 179 STFC NT Individual SRTRANNTNR 10 Aug Years Cumulative % 48 STFC NU Individual SRTRANNUNR 10 Aug Years Cumulative % 117 STFC NR Non Individual SRTRANNRNR 10 Aug % 1.11 Years Yearly % 91 STFC NS Non Individual SRTRANNSNR 10 Aug % 3.11 Years Yearly % 179 STFC NT Non Individual SRTRANNTNR 10 Aug Years Cumulative 1210 NA 48 STFC NU Non Individual SRTRANNUNR 10 Aug Years Cumulative % 117 STFC NV Individual SRTRANNVNR 1 Aug % 2.09 Years Yearly % 200 STFC NW Individual SRTRANNWNR 1 Aug % 4.09 Years Yearly % 611 STFC NX Individual SRTRANNXNR 1 Aug % 4.09 Years Monthly % 254 STFC NY Individual SRTRANNYNR 1 Aug Years Cumulative % 73 STFC NZ Individual SRTRANNZNR 1 Aug Years Cumulative % 56 STFC NV Non individual SRTRANNVNR 1 Aug % 2.09 Years Yearly % 200 STFC NW Non individual SRTRANNWNR 1 Aug % 4.09 Years Yearly % 611 STFC NX Non individual SRTRANNXNR 1 Aug % 4.09 Years Monthly % 254 STFC NY Non individual SRTRANNYNR 1 Aug Years Cumulative % 73 STFC NZ Non individual SRTRANNZNR 1 Aug Years Cumulative % 56 STFC Y1 Individual SRTRANY1NR 24 Oct % 2.32 Years Yearly % 48 STFC Y2 Individual SRTRANY2NR 24 Oct % 4.32 Years Yearly % 53 STFC Y3 Individual SRTRANY3NR 24 Oct % 6.32 Years Yearly % 73 STFC Y4 Individual SRTRANY4NR 24 Oct % 2.32 Years Cumulative % 10 STFC Y5 Individual SRTRANY5NR 24 Oct % 4.32 Years Cumulative % 9 STFC Y6 Individual SRTRANY6NR 24 Oct % 6.32 Years Cumulative % 70 STFC Y1 Non Individual SRTRANY1NR 24 Oct % 2.32 Years Yearly % 48 STFC Y2 Non Individual SRTRANY2NR 24 Oct % 4.32 Years Yearly % 53 STFC Y3 Non Individual SRTRANY3NR 24 Oct % 6.32 Years Yearly % 73 STFC Y4 Non Individual SRTRANY4NR 24 Oct % 2.32 Years Cumulative % 10 STFC Y5 Non Individual SRTRANY5NR 24 Oct % 4.32 Years Cumulative % 9 STFC Y6 Non Individual SRTRANY6NR 24 Oct % 6.32 Years Cumulative % 70 Note: Price as on June 30, Daily Average Volume is calculated for last one month period. YTM (%) Daily Average Volume

3 Who can apply? The following categories of persons are eligible to apply in the Tranche I Issue: Category I Institutional Investor: Resident public financial institutions as specified in Section 2 (72) of the Companies Act, 2013 authorized to invest in the NCDs; Statutory corporations including State Industrial Development Corporations, commercial banks, co operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs; Indian Provident funds with a minimum corpus of Rs. 2,500 lacs, pension funds with a minimum corpus of Rs. 2,500 lacs, superannuation funds and gratuity funds, authorized to invest in the NCDs; Indian alternative investment funds registered with SEBI; Venture Capital Funds; Indian insurance companies registered with the IRDA; Indian Mutual Funds registered with SEBI; National Investment Fund set up pursuant to the resolution F. No. 2/3/2005 DD II dated November 23, 2005 by the Government of India; and Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India Category II Non Institutional Investor: Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs; Educational institutions and associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment; which are authorized to invest in the NCDs; Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs; Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs; Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs. Category III High Net worth Individuals: Resident Indian individuals who apply for NCDs aggregating to a value more than Rs. 5 lacs, across all Series of NCDs; and Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than Rs. 5 lacs, across all Series of NCDs. Category IV Retail Individual Investors: Resident Indian individuals who apply for NCDs aggregating to a value not more than Rs. 5 lacs, across all Series of NCDs; and Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than Rs. 5 lacs, across all Series of NCDs. Who are not eligible to apply for NCDs? Minors without a guardian name; Foreign nationals inter alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; Persons resident outside India; Foreign Institutional Investors; Foreign Portfolio Investors; Qualified Foreign Investors; Overseas Corporate Bodies; and Persons ineligible to contract under applicable statutory/regulatory requirements Basis of Allotment: Allotments in the first instance: (available for allotment on first come first serve basis) Particulars Institutional Category Non Institutional Category HNI Category Retail Individual Category Size in % 10% of the Issue Size 10% of the Issue Size 30% of the Issue Size 50% of the Issue Size

4 Credit Rating: The NCDs proposed to be issued under this Issue have been rated CRISIL AA/Stable by CRISIL for an amount of upto Rs 3,00,000 lacs vide its letter dated June 5, 2014, CARE AA+ ' by CARE for an amount of upto Rs 3,00,000 lacs vide its letter dated June 5, 2014 and IND AA+ by India Ratings and Research Private Limited for an amount of upto Rs 3,00,000 lacs. The rating of the NCDs by CRISIL indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by India rating indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. Security: The principal amount of the NCDs to be issued in terms of this Tranche I Prospectus with all due on the NCDs shall be secured by way of first charge in favour of the Debenture Trustee on an identified immovable property and specified future receivables of the Company as may be decided mutually by the Company and the Debenture Trustee. The Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs along with the due thereon, which shall be free from any encumbrances. Liquidity and Exit Options: Secondary market exits Listing on the NSE and BSE to provide tradability. Interest on Application Money: On Allotment 9.00% p.a. On Refund 4.00 % p.a. Loan against NCDs: STFC, at its sole discretion, subject to applicable statutory and/or regulatory requirements, may consider granting of a loan facility to the holders of NCDs against the security of such NCDs. Company Background: STFC is the flagship company of the Chennai based Shriram Group and was founded by Mr R Thyagarajan, Mr T. Jayaraman and Mr A. V. S. Raja. It is classified as a deposittaking Asset Financing NBFC. The company was incorporated in 1979, with an objective to provide hire purchase and lease finance for the medium and heavy commercial vehicles to individual truck operators. It is the largest asset financing NBFC in India, concentrated mainly in the pre owned vehicle financing business. STFC has two wholly owned subsidiaries, namely, Shriram Equipment Finance Company Limited and Shriram Automall India ltd. STFC has a pan India presence with a network of 654 branches and 629 rural centers at the end of March The total employee strength as on March 31, 2014 stands at 18,122 which include 11,209 field officers. STFC is one of the largest asset financing NBFC in India with RS.56,519 crore of assets under management (AUM) (on a consolidated basis) as on March 31, Over its 30 years of experience in CV financing, it has garnered a market share of 25% in pre owned CV financing. STFC is in the business of financing smali/ medium truck operators who generally require loans with smaller ticket size. Majority of these operators have requirement for pre owned vehicles, due to which the loan portfolio of the company is skewed towards financing pre owned CV. Over its 30 years of operations, STFC has developed a strong relationship with its I customers and major part of its lending is being done through 'reference based' model. During FY14, income from on balance sheet portfolio increased by 35%, with securitisation income declining by 27%. The decline in securitisation income was primarily due to changes in the regulatory environme8t for securitisation transactions, which resulted in STFC securitizing relatively lower yielding assets from its total loan portfolio. The yields on STFC's loan portfolio increased with an increase in the proportion of Used CVs in FY14. However, Net Interest Margin (NIM) (including securitization income) declined to 5.56% in FY14 (6.13% in FY13) on acc0unt of higher cost of borrowings. Operating costs have increased by 19%, though, STFC has managed to maintain its operating costs / average assets at 1.6% in FY14 (1.5% in FY13). Economic slowdown over the past few years has lead to an increase in delinquencies. Higher credit costs and decline in NIM have resulted in STFC's Return on Total Assets (ROTA) declining to 2.03% in FY14 (2.44% in FY13). However, STFC's profitability remains comfortable as compared to other' players in the industry. STFC has historically maintained a comfortable asset quality and over the years it has built strong credit appraisal and collection' skills in the small truck operator segment. The relationship based model followed by the company, which lays more emphasis on the relationship with each of its customers has helped the company to maintain lower delinquencies. Over the past 2 years, STFC saw rise in slippages due to the overall economic slowdown. On a consolidated basis, the Gross NPA ratio increased from 3.10% as on March 31, 2013 to 3.75% as on March 31, However, STFC continues to maintain a healthy provision cover, with a ratio of 79% as on March 31, STFC is currently supported by strong institutional investors who have the financial strength to support STFC's capital needs. STFC has maintained capital adequacy above the regulatory minimum of 15% for deposit taking NBFCs. On a standalone basis, STFC reported CAR of 23.37% as on March 31, 2014 as compared to 20.74% as on March 31, 2013 (Source: CARE).

5 Key Strengths of the company: One of the largest asset financing NBFC in India Access to a range of cost effective funding sources. Unique business model and a track record of strong financial performance. Strong brand name. Extensive experience and expertise in credit appraisal and collection processes. Experienced senior management team. Strategies of the company: To expand operations further by growing STFC s branch network and increasing partnership and co financing arrangements with private financiers. To continue to develop Automall business through wholly owned subsidiary Shriram Automall India Limited. To consolidate and expand construction and equipment finance business through wholly owned subsidiary, Shriram Equipment Finance Company Limited. To consolidate its product portfolio. To continue to Implement advanced processes and systems. Risks and Concerns: STFC s financial performance is highly sensitive to rate volatility. Business of STFC requires raising substantial capital by the way of borrowing, and any disruption in funding sources would have a material adverse effect on its liquidity, financial condition and/or cash flows. If STFC is unable to manage the level of NPAs in its loan assets, its financial position, results of operations and cash flows may suffer. STFC s business is focused on commercial vehicle finance for new and pre owned commercial vehicles and any adverse developments in this sector would adversely affect its results of operations. High levels of customer defaults could adversely affect STFC s business, financial condition, results of operations and/or cash flows. Significant indebtedness and the conditions and restrictions imposed by STFC s financing arrangements could restrict its ability to conduct business and operations in the manner it desire. STFC face increasing competition in its business which may result in declining margins if it is unable to compete effectively. STFC may not be able to successfully diversify its product portfolio. Loan portfolio may no longer continue to be classified as priority sector advances by the RBI. STFC may experience difficulties in expanding its business into new regions and markets in India. Any downgrade of STFC s credit ratings would increase borrowing costs and constrain its access to capital and lending markets and, as a result, would negatively affect its net margin and its business. A decline in capital adequacy ratio could restrict STFC s future business growth. As part of STFC s business strategy it assign or securitize a substantial portion of its loan assets to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned or securitized to banks and other institutions may adversely impact its financial performance and/or cash flows. STFC has certain contingent liabilities, which may adversely affect its financial condition. Inaccurate appraisal of credit may adversely impact STFC s business. Consolidated Financials: Particulars Financial Year ended Financial Year ended March 31, 2014 March 31, 2013 Networth 846, , Total Debt 3,863, ,338, Net Fixed Assets 15, , Non Current Assets 2,467, ,467, Cash and Cash Equivalents 711, , Current Investments 203, , Current Assets 2,765, ,519, Current Liabilities 1,755, ,743, Assets Under Management 5,725, ,316, Off Balance Sheet Assets 1,654, ,815, Interest Income 795, , Interest Expense 390, , Provisioning & Write offs 121, , PAT 135, , Rs in Lakh

6 NPAs and Capital Adequacy Ratio: Particulars As at and for the financial year ended March 31, 2014 As at and for the financial year ended March 31, 2013 Gross NPA (Rs in lacs) 145, , , Net NPA (Rs in lacs) 30, , , Total Loan Assets (Rs in lacs) 3,729, ,196, ,208, Net Loan Assets(Rs in lacs) 3,614, ,117, ,148, % of Gross NPA to Total Loan Assets 3.89% 3.07% 3.14% % of Net NPA to Net Loan Assets 0.84% 0.59% 0.45% Tier I Capital Adequacy Ratio (%) 17.69% 16.70% 17.26% Tier II Capital Adequacy Ratio (%) 5.68% 4.04% 5.01% Rs in Lakh As at and for the financial year ended March 31, 2012 Fax: (022) Corporate Office, HDFC Securities Limited, I Think Techno Campus, Bulding B, Alpha, Office Floor 8, Near Kanjurmarg Station Opp. Crompton Greaves, Kanjurmarg (East), Mumbai Fax: (022) Website: Disclaimer: This document has been prepared by HDFC Securities Limited and is meant for sole use by the recipient and not for circulation. This document is not to be reported or copied or made available to others. It should not be considered to be taken as an offer to sell or a solicitation to buy any security. The information contained herein is from sources believed reliable. We do not represent that it is accurate or complete and it should not be relied upon as such. We may have from time to time positions or options on, and buy and sell securities referred to herein. We may from time to time solicit from, or perform investment banking, or other services for, any company mentioned in this document. This report is intended for Non-institutional Clients only. Disclaimer: HDFC Bank (a shareholder in HDFC Securities Ltd) is associated with this issue in the capacity of one of the Bankers to the issue and will earn fees for its services. This report is prepared in the normal course, solely upon information generally available to the public. No representation is made that it is accurate or complete notwithstanding that HDFC Bank is acting for Shriram Transport Finance Ltd. This report is not issued with the authority of Shriram Transport Finance Ltd. Readers of this report are advised to take an informed decision on the issue after independent verification and analysis. Disclaimer: HDFC Securities Ltd. is one of the lead brokers to this issue. This report is prepared in the normal course, solely upon information generally available to the public. No representation is made that it is accurate or complete notwithstanding that HDFC Securities Ltd. is acting for Shriram Transport Finance Ltd. This report is not issued with the authority of Shriram Transport Finance Ltd. Readers of this report are advised to take an informed decision on the issue after independent verification and analysis.