Professional Documents
Culture Documents
2 March 2009
Business Highlights
Reliance Industries
Indias largest private sector enterprise with strong financials: Revenue exceeds $ 33 billion* Exports of about $ 21 billion* EBITDA of over $ 5 billion* Significant global player in Refining and Petrochemicals - contribute 98% to revenues RIL at an inflection point Production of gas and oil from KG D6 to double Indias gas availability Investment in a world-class, complex refinery asset Global Ranks (Fortune Global 500 )
Criteria
Turnover Net Profit Cash Profit Total Assets NetWorth Exports Market Cap*
76 3 5 38 11 7 11
Data of as on March 31 each year; * Market Cap data as on 27th February 2009
Consistent growth through business cycles Net Profit increase greater than 20% per annum in any 5-year period since IPO
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RIL has an enviable track record in its decade long refining operations
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99%
86%
86%
88%
Asia Pacific
Source: BP Statistical Review
Europe
North America
RIL
Singapore Complex
High quality of refining asset and operations resulting in consistent and superior performance across business cycles
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US$/bbl
RPL Highlights
Crude processing capacity of 580,000 barrels/day, completed in a record time of 36 months Higher complexity: Nelson Complexity Index of 14.0 Among the top 5% refineries globally with capability to process ultraheavy crude (Average API of 24) Built to supply ultra-clean fuels to meet the worlds evolving needs Focus on high growth transportation fuel segment Lowest US$/complexity-barrel cost among recently built refinery projects Crude refining commenced on 25th Dec 08 and first parcel of product exported in Jan 09
World class refinery with minimal project risk; ready to deliver superior returns
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Merger Highlights
Merger Rationale
Unlock synergies from combined operations Crude sourcing, Product placement, Supply Chain Optimization Greater flexibility in operations planning Expansion of refined product range Optimized utilization of secondary process units and infrastructure Efficient utilization of combined cash flows Integrated energy companies consistently get higher valuations vis--vis pure refiners; Mitigate Holding Company discount EPS accretive
Merger Rationale
Diversified businesses Diversified businesses Oil & gas, refining and Oil & gas, refining and marketing, marketing, petrochemicals, petrochemicals, organized retail and organized retail and developmental of SEZ developmental of SEZ Wider avenues for fund Wider avenues for fund deployment deployment State of the art Refinery State of the art Refinery Superior product slate Superior product slate with higher margins with higher margins Operating in cyclical Operating in cyclical industry industry
Amalgamated Entity Amalgamated Entity RPL transforms into a diversified business with less cyclicality RPL transforms into a diversified business with less cyclicality RIL shareholders benefit from participating in state of the art RIL shareholders benefit from participating in state of the art refinery without execution risk refinery without execution risk Mitigate holding company discount Mitigate holding company discount Integrated company valuation versus standalone refinery Integrated company valuation versus standalone refinery
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EV / EBIDTA
16 14 12 10 8
10
6 4 2
19 97 19 98 19 99 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08
20 00 20 01 20 02 20 04 20 05 20 06 20 03 19 97 19 98 19 99 20 07 20 08
Pure Refiners
Integrated
Pure Refiners
Source: Bloomberg
Integrated
On a longer-term, sustainable basis, markets ascribe superior valuations to integrated energy companies vis-a-vis standalone refiners
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Source: Bloomberg
RIL and RPL have outperformed the Sensex since RPL IPO RILs superior performance relative to RPL demonstrates its evolution as a world-class integrated energy company
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ay -0 6
Current Valuations
PER (x)
CY09 / FY09 Reliance Industries Reliance Petroleum Asian Refiners European Refinerw US Refiners 9.7 7.0 9.9 10.7 8.8 9.8 11.4 13.6 16.9 14.0 CY10 / FY11 7.9 5.0 7.4 9.5 6.6 7.8 9.2 9.8 8.9 9.3
EV/EBIDTA (x)
CY09 / FY09 7.5 6.1 6.5 4.7 4.7 5.3 6.6 5.8 5.7 6.0 CY10 / FY11 6.1 4.4 4.1 4.5 3.6 4.1 5.1 4.5 4.0 4.5
PBV (x)
CY09 / FY09 1.5 2.3 1.3 0.7 1.4 1.1 1.2 1.6 1.5 1.4 CY10 / FY11 1.2 1.7 1.1 0.6 0.9 0.9 1.1 1.5 1.4 1.3
Global Integrated Cos. Source: Research Reports Premium over Pure Refiners
43%
19%
14%
11%
28%
49%
Current valuation reflects premium for integrated players across all parameters
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Merger Details
Appointed date of 1st April 2008 Merger ratio of 1 share of RIL for every 16 shares of RPL RPL shares held by RIL to be cancelled. No fresh treasury stock created RIL to issue 6.92 crore shares to RPL shareholders 4.4% increase in equity base from Rs 1,574 crore shares to Rs 1,643 crore Promoter holding in RIL will reduce from 49% to 47%
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Advisors
Valuation Advisors Ernst & Young Pvt. Ltd. And Morgan Stanley India Co. Pvt. Ltd. Transaction Advisors J.M. Financial Services Pvt. Ltd. and Kotak Mahindra Capital Co Ltd. Fairness Opinion DSP Merrill Lynch Ltd. (for RIL) and Citigroup Global Markets India Pvt. Ltd (for RPL) Legal Advisor Amarchand & Mangaldas & Suresh A. Shroff & Co. Tax Advisor PriceWaterhouse and Coopers Pvt. Ltd.
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RIL Shareholding
Dec-08 Post Merger Promoter Group Held by RIL Subsidiaries Banks and FIs Mutual Funds FIIs GDRs Public TOTAL 49.0 6.0 6.5 2.5 15.5 3.7 16.7 100.0 47.0 5.7 6.9 2.7 15.1 3.6 19.0 100.0
Merger results in the creation of the worlds largest shareholder family of around 3.7 million shareholders; Promoters diluted by 2%.
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19
(In Mn BPD)
4.6 3.8 3.3
5.0
4.0
3.0
2.7
2.7
2.7
2.6
2.4
2.0
1.5
1.3
1.3
1.2
1.0
0.0
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RIL to be amongst Top 10 non-state owned refining companies globally RIL has doubled its refining capacity with focus on scale and complexity
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Source: IEA
Company BP RIL SEZ RIL EOU Citgo Exxon Mobil Exxon Mobil
Source: IEA
RIL, India Paraguana, Venezuela SK Corp, S. Korea LG -Caltex, S. Korea XOM, Singapore XOM, Baytown, USA Saudi Aramco Formosa, Taiwan S-Oil Corp, S. Korea XOM, Baton Rouge
0.20 0.40
1.24 0.94 0.82 0.68 0.61 0.57 0.55 0.52 0.52 0.50
0.60 0.80 1.00 1.20 1.40
12.6 7.1 4.6 4.9 8.8 12.6 3.0 6.2 6.9 12.3
RIL will have the largest and the most complex refining capacity at single location in the world
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C apacity R ank 1 2 8 7 9 3 6 4 5 10 (In MMTPA) Basell S INOP C E C C NP S ABIC R IL Total F ormosa Ineos E xxon Mobil Abu Dhabi G ov't 6.1 4.6 3.2 2.9 2.8 2.7 2.3 1.7 2.3 1.6
Dedicated deepwater port capable of turning around VLCC & ULCC in 24/36 hours
Road loading
Rail loading
Summary
Indias largest ever merger RPL shareholders to get 1 share of RIL for every 16 shares of RPL RILs holding in RPL to be cancelled. No fresh treasury stock created RIL to be among top 10 private sector refining company globally RIL to be among the worlds largest producer of Ultra Clean Fuels Merger to unlock greater efficiency from scale and synergies Merger to be EPS accretive; AAA rating reaffirmed by CRISIL RIL to have 3.7 million shareholders
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Thank You