Swiss Re could make more buys
Swiss Re, the listed Swiss insurance group,could make more acquisitions following the acquisition of Guardian Financial Services for CHF 2.4bn yesterday, Aargauer Zeitung reported.
The Swiss daily cited Bob Ratcliffe, Chief of Swiss Re unit Admin Re. Ratcliffe did not reveal the identity of the potential targets.
The original article was published today on page 14.
Aargauer Zeitung
Abengoa announces the convening of an EGM to approve its rights issue; new strategic measures to include yieldco stake sale
Abengoa, S.A. (“Abengoa”), in compliance with the provisions of article 82 of the Securities Market Act, hereby notifies the following
Significant Event
Abengoa has announced today that the Board of Directors of the Company has approved the convening of an Extraordinary General Shareholders’ Meeting, which is expected to take place on 10 October 2015, to approve a capital increase of at least EUR 650m by way of a rights issue of new Abengoa Class A and Class B shares.
The agenda of the Extraordinary General Shareholders’ Meeting comprises other items relating to the measures discussed below, including the reduction of the number of directors to 13, the approval of restrictions on the new capital
expenditure commitments and the creation of the Investment Committee.
A group of banks and two of the main shareholders have committed to underwrite and/or subscribe in the equity raise for an aggregate of EUR 650m. HSBC, Banco Santander and Credit Agricole CIB have entered into an agreement
with the Company pursuant to which they have undertaken to underwrite EUR 465m in Class B shares to be issued in the capital increase, subject to certain conditions being met, including, among others, obtainment of regulatory and
shareholder approvals, completion of ongoing financial and other due diligence, entry into a definitive underwriting agreement and satisfaction of the shareholders’ subscription commitments. Inversión Corporativa I.C., S.A. (“I.C.”), has irrevocably committed to invest a minimum of EUR 120m of new money in new Class A and Class B shares to be issued under the rights issue, while Waddell & Reed Investment Management has committed, on behalf of certain of its affiliated funds, to subscribe for EUR 65mof new Class B shares in the rights issue.
In addition, the Board of Directors has approved a package of strategic measures, which will be adapted following the execution of the plan, aimed at reducing corporate leverage, improving the liquidity position of the Company and strengthening its corporate governance. The main elements to be implemented under this plan include the following:
1. Debt reduction will be a key objective of the Company.
The Company expects to prepay EUR 375m of the 2016 bond before yearend. Moreover, proceeds from the combination of the rest of measures outlined below will be used to further reduce debt and improve our liquidity
position, in addition to fund our existing capex commitments in the second half of 2015 and 2016.
The focus of the debt reduction will be on short-term maturities as the Company seeks to re-balance the maturity profile of its liabilities.
2. Reinforcement of the current asset disposal program to raise at least approximately EUR 1.2bn by YE 2016, including:
Either the monetization of some or all of Abengoa’s economic rights or the sale through a private process of some or all of Abengoa’s interest in Abengoa Yield, while keeping the existing ROFO (“Right of First Offer”) agreement in place.
The previously announced EUR 500m asset divestment plan has already been launched, with 50% of proceeds expected in Q4 2015 and 50% in Q1 2016. The plan includes the sale of a diverse list of assets including gas fired plants, solar plants, biofuel and other concessions.
In addition, Abengoa expects to divest EUR 300m in assets during 2016 as part of its asset rotation strategy.
3. Adoption of capex limitations and creation of the Investment Committee.
New equity capex commitments (on top of the current committed equity capex) will be limited to a maximum of EUR 50m per annum until the Company achieves a credit rating of “BB-“ from S&P or “Ba3” from Moody’s or the Company’s leverage ratio of gross corporate debt, including nonrecourse debt in process (“NRDP”), to corporate Ebitda falls below 3.5x.
The Company´s current expected committed equity capex, net of partners´ contributions, represent approximately EUR 384m in the second half of 2015, approximately EUR 517m in 2016 and approximately EUR 248m in 2017.
A new Investment Committee will be created, formed by a majority of independent directors, in charge of, among other matters, approving all new capex investments, controlling and monitoring compliance of capex with these new investment guidelines and limitations in order to maintain target leverage ratios, and overseeing the Company’s leverage and dividend policy.
4. Amendment of the Company’s dividend policy.
Until the Company achieves a credit rating of “BB-“ from S&P or “Ba3” from Moody’s or the Company’s leverage ratio of gross corporate debt (including non-recourse debt in process) to corporate Ebitda falls below 3.5x, the Company has agreed to change its current dividend policy and suspend the payment of a dividend.
5. Reinforcement of corporate governance.
I.C. has committed to limit its direct and indirect aggregate voting rights to 40% following completion of the rights issue, regardless of the voting rights it would otherwise be entitled to based on its shareholding.
The Board of Directors will reflect this new voting rights structure by way of reducing the number of directors to 13 and the number of directors appointed by I.C. to 5, while there will continue to be 6 independent directors.
Two new independent directors with a strong financial and global business background will be appointed to the Board.
As indicated above, a new Investment Committee will be created with the responsibility to approve and monitor all capex investments, among other things.
6. Finally, the Board of Directors has decided to appoint Felipe Benjumea as Honorary Chairman and José Dominguez as his replacement as Non Executive Chairman. After 25 years with Felipe Benjumea as Chairman, Abengoa starts a
new era with the plan and changes we are announcing today.
OHL Mexico files civil suit for moral damages linked to illegal tapping of its phones
OHL Mexico, S.A.B. de C.V. (the “Company”) (BMV: OHLMEX), informs the investing public that today (23 September) a civil suit for moral damages was admited. The Company and its subsidiary Concesionaria Mexiquense, S.A. de C.V. (“Conmex”) filed the suit with the Mexico City Civil Courts against Tecnologia Aplicada Infraiber S.A. de C.V. (“Infraiber”) and others.
OHLMEX and Conmex have filed the suit for the unprecedented smear and defamation campaign that for more than two years has been carried out by Infraiber with the intent of causing, to the Company as well as Conmex, severe damage to their reputations.
The Company and Conmex will closely monitor the legal proceeding and will exhaust all legal resources available to exercise their rights to avoid more damages to them, as well as to their shareholders.
What a Noble Group Capital-Raising Would Look Like
Raising the 10% extra equity its peer Glencore recently did would still leave it short
When the going got tough this summer, commodities traders Glencore and Olam raised equity capital. Despite its own tough times, Singapore-listed Noble Group hasn’t yet gotten going.
In the past three months, Noble’s share price has dropped 35% and one of its bonds has lost 20% of its value as concerns over the company’s aggressive accounting has grown. Its stock and bond prices steadied this month, but the bad news out of China now means the outlook for commodities, and those who supply them, won’t be improving.
Glencore sensibly issued $2.5 billion of new equity last week. Separately, Singapore-listed agricultural trader Olam sold a $1.1 billion stake to Japanese trader Mitsubishi.
Noble hasn’t followed, though it needs equity more urgently than Glencore. While the latter’s credit is still rated two notches above junk status, Noble’s is right on the edge. The outlook on the trader’s debt was recently cut to negative by both Standard & Poor’s and Moody’s, putting it close to a downgrade to junk, which could imperil Noble’s ability to access cheap capital.
If Noble bit the bullet, how much capital could it raise? Glencore issued 10% more shares. If Noble did the same, at a 5% discount to its current stock price, it would raise $200 million, not nearly enough to meet its coming obligations.
As of June, Noble reported $3.5 billion of debt due in 12 months. Since then, it says it redeemed bonds worth $735 million, including a $500 million note due August 2015, by using cash and loans. That means it now has $3 billion of borrowings due by June 2016. Noble didn’t specify, but let’s assume it used its cash on hand for a third of the $735 million redemption and raised the rest by tapping a three-year bank facility.
Noble may be able to roll over some of the $3 billion debt maturing soon. But if not, after counting the cash it can definitely access and the committed bank facilities it still hasn’t drawn on, it will be $925 million short of what it needs for repayment. To get that all from the stock market, Noble would have to issue equity equal to 46% of its existing shares.
Noble could place shares with a strategic investor—perhaps a Japanese conglomerate, as Olam did. Such an investor might be comforted by Noble’s announcement Wednesday that founder Richard Elman will step down from the audit committee, giving more voice to others during the company’s controversial accounting deliberations.
Yet having already sold 51% of its agricultural unit last year, Noble lacks Olam’s key attraction. Most Japanese traders already deal in the hard commodities that Noble specializes in. And even if it did find a willing investor, bringing in an outsider to snap up 46% of the existing shares—or 32% of the enlarged company—would painfully dilute current owners.
Alternatively, Noble’s management could double down, as Glencore’s did. If Noble has to raise $925 million, Mr. Elman would need to spend about $200 million to maintain his stake.
Noble could avoid having to raise equity if its operations began generating cash, something they haven’t managed in a while. Otherwise, Noble will have to follow its peers—if it can find someone willing to pony up the cash.
Much progress made but the song remains the same
What's changed
We update our estimates for Glencore following the completion of its equity
placement on September 16, in which it raised its target of $2.5bn. We also
update our estimates to incorporate our commodity analysts’ lower thermal
coal forecasts ($58/54/52/t for 2015/16/17E) and lower met coal forecasts
($91/85/90/t), which impacts Glencore’s 2016/17/18E EBITDA by c.15-18%.
Implications
Since announcing c.$10bn of debt reduction measures on September 7 and
completing a 9.9% equity placing, shares have retreated a further 14%. In our
view investors are not yet convinced that Glencore has gone far enough to
totally allay fears that the industrial assets can service the new lower debt level.
Our scenario analysis suggests that using GS estimates for commodities prices
and FX rates, Glencore’s IG rating would be secure in the medium term, but
our estimates for zinc, nickel and coal prices are higher than spot prices. When
we run the same analysis using spot commodity prices and spot FX rates, most
of Glencore’s credit metrics would be at the border of required ranges to
maintain its IG rating. Finally, a 5% drop in spot commodity and flat FX would
see most of Glencore’s credit rating metrics fall well outside the required range
to maintain its IG rating, suggesting concerns would quickly resurface.
Glencore has a few levers left – further lowering capex, signing streaming
deals and releasing more working capital. Recent underperformance
suggests that the measures exercised are insufficient and more is needed.
We remain Neutral rated but expect continued volatility in the near term.
Valuation
We value Glencore using a SOTP approach with three components: (1)
industrial assets at 5x 2016E EV/EBITDA; (2) the marketing division at 15x
2016E P/E; and (3) the listed entities using closing prices on September 22.
On lower estimates we reduce our 12-month price target to 130p (was 170p).
Key risks
Commodity prices, streaming agreements and FX moves are key risks.
Position for medium-term upside in yield stocks
We think it makes sense in the current market environment – attractive valuations on
European equities, a constructive medium term outlook but near term uncertainty – to
seek out quality, good value names in the European market. High dividend yielding
stocks are the prime candidates in that regard – and we believe there are many across a
variety of sectors in Europe.
Favourable macro backdrop for European yield stocks
We see four top-down reasons to consider yield strategies. 1) Attractive valuations and
upside in Europe with the equity vs. credit yield spread looking very favorable. 2) Nearterm
volatility makes quality yield an attractive space to build positions, and choppy
markets tend to favour yield strategies e.g. they outperformed in the 2013 taper
tantrum and in 2014. 3) Deflationary growth environment – i.e. PMIs above 50 but
inflation expectations falling – tends to be particularly bullish for yield strategies. 4) ECB
QE extension and renewed falls in bond yields typically favour outperformance of DY
stocks.
Quality yield analysis for sectors supports our OW stance in Banks & Telecoms
Banks and Insurance screen very favorably – offering some of the best combinations of
yield, dividend cover and DPS growth, a high spread of DY versus credit yields (especially
Banks) and positive DPS revisions trends. Telecoms also ranks favorably on DY, spreads
versus credit markets and DPS growth & revisions. Resources sectors offer high DYs but
dividend cover looks weak and our analysts see downside risks to earnings and
dividends.
Screening for quality DY ideas in Europe
Our ‘quality yield’ screen provides a list of stocks offering a blend of above-market,
relatively secure and growing dividends. Financials are very well represented on our
screen (Table 3) – including ING, Soc Gen, Nordea, L&G, Swiss Re and Unibail.
Traditional yield sectors like Telecoms, Utilities and Tobacco are also present – including
Orange, Imperial Tobacco, Snam and ENEL. Expensive defensives i.e. other Staples and
Healthcare are notable by their absence. Several non-resources cyclicals qualify
including BAE Systems, ACS and Royal Mail among industrials, Pearson in Media,
Ericsson in tech and two UK housebuilders.
The changing fabric of digital advertising, implications across the ecosystem
Digital ad ecosystem will be rebuilt
We believe online advertising is about to be
fundamentally restructured in a way that will
result in massive consolidation of both content
buyers and ad platforms. We expect the
infrastructure underpinning the ecosystem to
move from the fragmented oversupply of largely
recycled or undifferentiated sites supported by a
massive ad tech ecosystem toward consolidation
around platforms and content owners.
Driven by mobile, user experience, and
ad blocking
While the platform shift to mobile and the
application of big data to ad targeting and
measurement are in later stages, the widespread
adoption of ad blocking tools could compound their
impact, intensifying the challenges to the existing
ecosystem. Apple extended content blocking
functionality to iOS with its mid-September
release in response, in our view, to slower site
performance, higher data costs and battery usage
that have arisen from advertising technology.
Apple and Google are agents of change
We expect Apple’s user experience and privacy
initiatives and Google’s response to heavily
influence how this unfolds. Three potential
outcomes include 1) Low incremental ad blocking
adoption, ecosystem gradually shifts toward
higher quality ad formats, 2) Apple facilitates a
closed advertising ecosystem, major redistribution
of winners and losers, or most likely in our view 3)
Google becomes the mechanism of change,
leveraging its scale to re-architect the ecosystem.
Scaled platforms best positioned to win
This report, relevant for Internet and media
investors alike, explores the architecture as it
exists today and the strategic changes companies
need to make for the changing ecosystem.
In an environment where user experience matters,
consumption occurs seamlessly across multiple
devices, with motivated players like Apple driving
change, we think value accrues to scaled
platforms like Facebook, Google, and secondarily
Twitter and LinkedIn, that have logged-in users,
proprietary data, and engineering resources.