Assessment of the ANZ-RBS Merger in Asia Pacific

An Assessment of
ANZ – Royal Bank of Scotland
Asia Acquisition

Independent Analysis
(November 2009) Author-
Himanshu Bhardwaj
hbhardwajconnected@gmail.com
+65-9777-2364
Himanshu Bhardwaj

Contents

Slide

► Retail Banking Conglomerates: Australia & New
Zealand Banking Group Ltd. 2

Retail Banking Conglomerates: The Royal Bank of
Scotland Plc 6

Proposed Merger of Operations 10

Assessment of Assets Divested : Deep Dive 14

Historical Deals : Acquisition of Retail Banking
Assets 21

Strategic Assessment of the Merger 24

Himanshu Bhardwaj

Australia & New Zealand Banking Group Ltd.
Australia and New Zealand Banking Group Limited provides
various banking and financial products and services to retail,
small business, corporate, and institutional clients primarily in
Australia and New Zealand. It offers transaction banking and
savings products, such as term deposits, V2+, and cash
management accounts; housing finance for owner occupied
and investment purposes; consumer and commercial credit
cards, e-payment products, personal loans, and merchant
payment facilities; and motor vehicle and equipment finance,
operating leases, and investment products. The company also
engages in financial planning, margin lending, insurance
distribution, and trustees businesses, as well as offers rural
commercial and agribusiness products to customers in rural
and regional Australia. In addition, Australia and New
Zealand Banking Group provides working capital solutions,
including lending and deposit products, cash transaction
banking management, trade finance, international payments,
clearing, and custodian services; risk management services in
relation to foreign exchange, interest rates, credit, and
Market Capitalization: AUD 56.3bn
commodities, which include origination, underwriting,
structuring and risk management services, and advice and Shares Outstanding: 2.5bn
sale of credit and derivative products; and financing and
advisory services, structured financial products, leasing, Diluted EPS: AUD 1.31
private equity finance, project finance, leveraged finance, and Dividend: AUD 1.2
infrastructure investment products. As of September 30,
2008, it operated approximately 1,346 branches worldwide. P/E: 17.1x
The company was founded in 1835 and is headquartered in Dividend Yield: 5.34%
Melbourne, Australia.
Employees: 36,094

Source: Capital IQ/ businessweekonline.com
Himanshu Bhardwaj

Key Financial Indicators: ANZ Bank
September September
Income Statement - 2008 2009
(Restated) (Estimated)
ANZ
Values in Australian Dollars Millions

September September Total Revenues 10,243 10,890

Balance Sheet - 2008 2009 Gross Profit 10,243 10,890
ANZ Operating Expenses 5407 5,995
Values in Australian Dollars Millions
Operating Income 4,836 4,895
Total Cash & Short 38,664 53,796
Term Investments Earnings Before Taxes 4,836 4,895
(Excluding Unusual Items)
Total Current Assets 92,279 94,240
Earnings Before Taxes 4,515 4,380
Net Property, Plant & 1,592 2,062 (Including Unusual Items)
Equipment
Net Income 3,319 2,943
Other Items 337,758 326,889
Total Assets 470,293 476,987 Industry
Total Current Liabilities 287,284 302,639 Performance Comparison
Key Multiple Scale
Total Other Liabilities 156,519 141,984 Indicator Low High

Total Preferred Equity 871 871 Return on Assets 0.62%
Total Common Equity 25,619 31,493 Profitability Return on Equity 10%
Total Equity 26,490 32,364 Margin SG&A Margin 50.35%
Analysis
Total Liabilities & 47,0293 476,987
Equity Total Revenue 6.32%
Growth Tangible Book 26.41%
(year-on-year) Value
Diluted EPS -
Before Extra 20.11%

Himanshu Bhardwaj

Road Ahead: ANZ Bank
Earnings Estimate : ANZ

Fiscal Stimulus
as a % of GDP

ANZ Bank: “Focused Approach with Super Regional Strategy”
With a Robust Balance Sheet, Positive Investor Confidence and Strong Economic
Fundamentals, ANZ Bank will be aggressive in the next 2 years with its Retail
Banking, Wealth Management and Institutional Banking operations. The growth will
be a function of geographic expansion through M&A and Joint Ventures, alongside
new product offerings Budget Surplus, 2008

Strategic Growth Sectors

Franchise/ Partnership Sectors

Future Penetration Sectors

Source: Capital IQ/ businessweekonline.com and ANZ Investor Relations Pac
Himanshu Bhardwaj

Contents

Slide

Retail Banking Conglomerates: Australia & New

► Retail Banking Conglomerates: The Royal Bank of
Scotland Plc 6



Assets 21


Himanshu Bhardwaj

Royal Bank of Scotland Group plc
The Royal Bank of Scotland Group plc, through its
subsidiaries, offers banking and financial services to personal,
commercial, corporate, and institutional customers
worldwide. It operates in four divisions: Global Markets,
Retail Markets, RBS Insurance, and Manufacturing. The
Global Markets division provides debt and equity financing,
risk management, and investment services; and global
payments, cash and liquidity management, trade finance,
merchant acquiring, and commercial card products and
services. The Retail Markets division offers retail, commercial
and corporate banking, and wealth management services
under the Royal Bank and NatWest brands in the United
Kingdom; retail and corporate banking services under the
Citizens and Charter One brands in the United States; retail
and commercial banking services in Europe and the Middle
East; and affluent banking, cards and consumer finance,
business banking, and international wealth management
services under the RBS Coutts brand in Asia. The RBS
Insurance division sells and underwrites general insurance,
Market Capitalization: GBP 2,100bn
primarily motor insurance, property insurance, and
commercial insurance under the Direct Line, Churchill, Shares Outstanding: 56.4bn
Privilege, Green Flag, and NIG brands. It offers its retail and
SME insurance over the telephone and Internet, as well as Diluted EPS: GBP -1.42
through brokers and partnerships. The Manufacturing division Dividend: NIL
provides operational technology, customer support in
telephony, account management, lending and money P/E: 100x
transmission, global purchasing, property, and other services. Dividend Yield: NIL
The company was founded in 1727 and is headquartered in
Edinburgh, the United Kingdom Employees: 199,600

Himanshu Bhardwaj

Key Financial Indicators: RBS
January January January January 2009
2008 2009 2008 (Estimated)
Balance Sheet - RBS Income Statement - (Restated)
RBS
Values in British Pounds
Values in British Pounds
Millions
Millions
Total Revenues 28,110 17,882
Total Cash & Short Term 607,462 322,851
Investments Gross Profit 28,110 17,882

Total Current Assets 936,698 1,323,002 Operating Expenses 18,458 24,525

Net Property, Plant & 15,314 15,081 Operating Income 9,652 -6,643
Equipment
Earnings Before Taxes 9,652 -6,643
Other Items 281,355 740,718 (Excluding Unusual Items)

Total Assets 1,840,829 2,401,652 Earnings Before Taxes 9,832 -40,667
(Including Unusual Items)
Total Current Liabilities 1,287,392 1,267,565
Earnings from Discontinued -76 3,971
Total Other Liabilities 499,016 1,073,374 Operations
Total Preferred Equity 1,383 1,834 Net Income 7,549 -23,541
Total Common Equity 53,038 58,879
Total Equity 54,421 60,713 Industry
Performance Comparison
Total Liabilities & Equity 1,840,829 2,401,652 Key Multiples Scale
Indicator Low High

Earnings Estimate : RBS Return on Assets -1.44%
Profitability Return on Equity -46.21%
Margin Analysis SG&A Margin 127.06%
Total Revenue -23.34%
Growth Tangible Book Value 106.35%
(year-on-year)
Diluted EPS Before Extra -459.54%

Himanshu Bhardwaj

Evasive Measures: RBS Decides on Core Business Divisions
Global Banking & Markets is a leading
Global Transaction Services ranks
banking partner to major corporations
among the top five global transaction
and financial institutions around the world,
services providers, offering global
providing an extensive range of debt and
payments, cash and liquidity management,
equity financing, risk management and
and trade finance, United Kingdom and
investment services to its customers. The
international merchant acquiring and
division is organized along seven principal
commercial card products and services.
business lines: money markets; rates flow
It includes the Group’s corporate money
trading; currencies; commodities, equities;
transmission activities in the United
credit markets and portfolio management
Kingdom and the United States
& origination

Corporate is a provider of banking, Wealth provides domestic
finance, and risk management services and international private banking
to the corporate and SME sector. The Royal Bank and investment services through
It offers a full range of banking primarily RBS Coutts
products and related financial services of Scotland
through a nationwide network of
relationship managers, and also through
telephone and internet channels. Insurance sells and underwrites
The product range includes asset finance retail and SME insurance over the
telephone and internet, as well as through
brokers and partnerships. Its brands include

W eather the Storm: Retail offers a comprehensive range of
banking products and related financial
Direct Line, Churchill and Privilege, which
sell general insurance products direct to the
customer, as well as Green Flag and NIG.
Management of RBS Through its international division, RBS
services to the personal market. It serves
decided to focus on core customers through the RBS and other Insurance sells general insurance,
business divisions and allied networks of branches and ATMs mainly motor, in Germany and Italy.
assets, in February across the globe, and also through The Intermediary and Broker division sells
2009 telephone and internet channels general insurance products through
independent brokers
Source: 6-k Filing of the RBS with the SEC, USA

Himanshu Bhardwaj

Contents

Slide


Scotland Plc 6

► Proposed Merger of Operations 10


Assets 21


Himanshu Bhardwaj

RBS Assets in Asia, part of the Proposed Merger with ANZ

Global Banking & Markets is a leading
Global Transaction Services ranks
banking partner to major corporations
among the top five global transaction
and financial institutions around the world,
Philippines Vietnam services providers, offering global
providing an extensive range of debt and
Taiwan payments, cash and liquidity management,
equity financing, risk management and
and trade finance, United Kingdom and
investment services to its customers. The
Debt Financing international merchant acquiring and
division is organized along seven principal
Risk Management commercial card products and services.
business lines: money markets; rates flow Investment Services It includes the Group’s corporate money
trading; currencies; commodities, equities; Global Payments
Cash & Liquidity Mgmt transmission activities in the United
credit markets and portfolio management
Kingdom and the United States
& origination

Wealth provides domestic

A NZ’s vision of The Royal Bank
and international private banking
and investment services through
primarily RBS Coutts
becoming a ‘Leading of Scotland
Super Regional Bank’ was
the background to its 7
month discussions with
RBS, on acquiring its Indonesia
retail banking assets in
Asia. The Infrastructure, Hong Kong 2.2 Million Customer Base
Human Capital and Assets Retail offers a comprehensive range of Over 50 Branches
Over 80 ATM’s
Under Mgmt, associated banking products and related financial
Singapore Assets of USD 3.6bn
services to the personal market. It serves
with the assets would be Over 5,400 employees
customers through the RBS and other
a part of the proposed allied networks of branches and ATMs Taiwan
deal across the globe, and also through
telephone and internet channels
Source: Company Press Releases: RBS & ANZ
Himanshu Bhardwaj

Salient Features of the Proposed Merger

54 Branches, USD 3.2bn loan portfolio, USD 7.1bn in deposits
serving a client base of over 2 million. As of December 31, 2008,
Assets the operations on block generated a profit of USD 156mn
on sales of USD 4.6bn and an asset base of over USD 3.6bn

ANZ’s Accelerated Growth Strategy
In line with the ANZ’s growth strategy of organic and strategic

A ssets put on
ANZ Vision expansion, as it intensifies its geographic presence in Greater
China, South East Asia and Indochina regions

divesture include Retail
& Commercial Banking Over 9% premium of USD 50 million on the recapitalized net
Premium tangible value of the assets under management;
operations in Taiwan, RBS shareholders will be reasonably happy
Hong Kong, Singapore,
and Indonesia and the
The merger is expected to be Cash EPS accretive within 2
onshore Global Banking Earnings
years of post-completion
& Markets (GBM) and
Global Transaction
Services (GTS) 100% cash transaction, funded by ANZ’s recent institutional
operations in the Funding
share placement and share purchase plan. Historically,
Philippines, Vietnam landmark transactions such as that of ABN AMRO were highly
leveraged
and Taiwan (excluding
securities)
Key Transitional Services Agreement and Retention Agreements
Agreements are in place with key RBS employees. A Product Supply
Agreement has also been framed between ANZ and RBS

Source: Deal Info from Company Press Releases and RBS:6-k filed with the SEC, USA
Himanshu Bhardwaj

Investor’s Confidence in ANZ Corporate Actions:
Approval of the Proposed Deal

A ustralia & New
Zealand Banking Group
Ltd. (ASX: ANZ) and PT
ANZ Panin Bank signed
an agreement to
acquire Retail, Wealth
and Commercial
Businesses in Asia from
Royal Bank of Scotland
Group plc (LSE: RBS)
for USD 550 million on
August 4, 2009.
This sale to ANZ follows
the completion of the
strategic review and
the announcement on
February 26, 2009 that
RBS was to dispose of
its Retail & Commercial ANZ prices jumped over 9% With RBS and ANZ inking the
as speculation broke within deal, ANZ shares saw a rally
businesses across Asia.
the investors, who in purchase, with an
welcomed the initial stages estimated 113% rise in
of discussion volume traded.

Source: ANZ Pricing from Bloomberg and Deal info from Capital IQ (S&P)
Himanshu Bhardwaj

Contents

Slide


Scotland Plc 6


► Assessment of Assets Divested : Deep Dive 14

Assets 21


Himanshu Bhardwaj

Assessment of Assets Divested by RBS: Greater China

Hong Kong Established in 1970 Retail & Commercial
220 Staff
6 Branches
H ong Kong assets of Full License - corporate and
personal banking, including Customer Base: 30,000
Source: Merger
Documents:
ANZ/ RBS

RBS will aid ANZ to domestic & foreign currency
scale up its presence lending, private banking Fx,
Deposits@ USD 1.6bn
with a greater access to trade finance
a distribution network.
Apart from building on Hub for NE Asia regional
business and APEA institutional
its retail banking, ANZ
may also concentrate on
a robust wealth Priority Assessment for
management business. ANZ utilizing the RBS
In conjunction with the Assets in Hong Kong
ANZ vision for Greater
China, Hong Kong will
Priority

be a hub for its Branch & Provides Enlarged
expansion strategically Distribution Base for Customer
Network Wealth Base for
Business Greater China
Commercial
Proposition

Himanshu Bhardwaj

Assessment of Assets Divested by RBS: Greater China (contd)

Taiwan
Retail & Commercial
Established in 1980

60 Staff 21 branches, over 16 licenses

T aiwan assets will
Wide variety of individual,
Customer Base: 1.3mn
Source: Merger
Documents:
ANZ/ RBS

benefit ANZ with a corporate and commercial,
greater market trade finance and foreign Deposits@ USD 2.7bn
participation through the exchange services
global banking and Institutional Banking, access to
global transaction Global Banking & Markets &
services of RBS. Apart Global Transaction Services
from building the
institutional business,
ANZ will have a bigger Priority Assessment for
role to play in the retail ANZ utilizing the RBS
banking and wealth Springboard Assets in Taiwan
management businesses. for institutional Enlarged
Priority

In conjunction with its growth though Customer
global markets Base for Provides Retail Banking
China vision, Taiwan will Base for
& global Greater China can be beefed
aid ANZ in leapfrog Wealth
transaction Commercial up with a
competition into Greater services Business scalable credit
Proposition
China organically cards market

Himanshu Bhardwaj

Assessment of Assets Divested by RBS: Indochina

Vietnam Established in 1993

580 Staff
Institutional Banking, access to

V ietnam assets will
9 branches & transaction offices
in Hanoi & Ho Chi Minh city
Global Banking & Markets &
Global Transaction Services
Source: Merger
Documents:
ANZ/ RBS

benefit ANZ’s
Locally incorporated, leading 1 branch with a Customer Base
institutional banking of 60 representing a deposits@
and access to RBS foreign bank in Vietnam
USD 45mn
global banking and Subsidiaries and JV’s such as-
global transaction Sacombank: 2005 (10% stake)
services. Under this Saigon Securities: 2007 (18% stake)
umbrella, ANZ will
acquire services such as
cash and liquidity Priority Assessment for
management for ANZ utilizing the RBS
corporate clients, debt Assets in Vietnam
Springboard
financing and risk
Priority
for institutional
management growth though
global markets
& global
transaction
services

Himanshu Bhardwaj

Assessment of Assets Divested by RBS: South East Asia

Singapore
Established in 1974
Retail & Commercial

S ingapore assets will
Full Wholesale Banking License

Over 520 employees
5 branches Source: Merger
Documents:
ANZ/ RBS
qualify ANZ for a full Customer Base: 350,000
banking license that will Hub for S&SE Asia
enhance its offshore regional business, Deposits@ USD 1.9bn
retail and wealth Retail & Wealth Asia Pacific,
management businesses. Operations & Technology
The RBS assets are
deem fit for ANZ’s
onshore wealth Priority Assessment for
management business ANZ utilizing the RBS
expansion. The deposits Assets in Singapore
and assets under
management will act as Strategic fit for Propel the
Priority

a catalyst to increasing application of Onshore Excellent
liquidity stand for ANZ’s Full Banking Wealth Liquidity
institutional banking License Management support for
Business Institutional
growth

Himanshu Bhardwaj

Assessment of Assets Divested by RBS: South East Asia (Contd)

Indonesia
Established in 1973 Retail & Commercial

Over 480 employees
I ndonesian RBS assets
9 branches in Jakarta,
20 branches

Customer Base: 450,000
Source: Merger
Documents:
ANZ/ RBS

coupled with ANZ’s long Surabaya, Medan & Semarang
standing presence will
Deposits@ USD 0.8bn
provide an impetus on Subsidiaries and JV’s such as-
accelerating its retail PT ANZ Panin: 1993 (85% stake)
PT Panin Bank (38% stake)
banking and wealth
management presence.
A strong partnership with
PT Panin Bank, backed Priority Assessment for
by the recent acquisition ANZ utilizing the RBS
of a further 8.4% stake Assets in Indonesia
for USD 144mn, gives a
strong indication of Acceleration of
Priority

ANZ’s focus on the Retail Banking
Indonesian markets & Wealth Mgmt Opportunity
offerings of increasing
the Credit Card
penetration

Himanshu Bhardwaj

Assessment of Assets Divested by RBS: South East Asia (Contd)

Philippines
Established in 1990

Over 60 employees Institutional Banking, access to

P hilippines assets will Full service commercial bank
specializing in corporate banking,
Global Banking & Markets &
Global Transaction Services
Source: Merger
Documents:
ANZ/ RBS

benefit ANZ’s
trade finance, international 1 branch with a Customer Base
institutional banking of 100 representing a deposits@
remittances and treasury
and access to RBS USD 40mn
global banking and Subsidiaries and JV’s such as-
global transaction Metrobank Card Corp.: 2003
services. Under this (40% stake)
umbrella, ANZ will
acquire services such as
cash and liquidity
Priority Assessment for
management for
ANZ utilizing the RBS
corporate clients, debt
Springboard Assets in Philippines
financing and risk
Priority

for institutional
management growth though
global markets
& global
transaction
services

Himanshu Bhardwaj

Contents

Slide


Scotland Plc 6



►
Assets 21


Himanshu Bhardwaj

Historical M&A in the Retail Banking Space (2007-09)

Date Target Acquirer Deal Summary Geographic Integration Post Merger
Company Expansion of Assets Performance

April 2007 ABN AMRO Royal Bank of The Consortium acquired ABN AMRO
Holding N.V. Scotland Group Holding N.V. from Children's Investment
plc, Fortis Fund Management (UK) LLP and other
SA/NV, Banco shareholders for USD 99.17bn
Santander SA

October RBTT Royal Bank of The acquirer paid USD 2.22bn for
2007 Financial Canada acquiring RBTT Financial in the
Holding Caribbean. The retail operations of the
target were one of the biggest in the
region.

October Banco Popular Prosperity Bank The six retail banking branches were
2007 North successful integrated into Prosperity
America, Six Bank’s Houston operations for an
Retail estimated USD 104.29mn
Branches In
Houston

April 2008 Fremont CapitalSource The acquirer entered into an agreement
Investment & Inc. to purchase substantially all of Fremont
Loan, 22 Investment & Loan's assets which
Retail include the participation interest in
Banking certain previously sold commercial real
Branches estate loans, the assumption of all the
Fremont's deposits and the acquisition
of all the Fremont's branches for an
estimated USD105.2mn

Represents the Degree of Success
Himanshu Bhardwaj

Historical M&A in the Retail Banking Space (2007-09) (contd)

Date Target Acquirer Deal Summary Geographic Integration Post Merger
Company Expansion of Assets Performance

July 2008 Tesco Tesco PLC The acquirer offered to take up the
Personal remaining 50% stake in Tesco Personal
Finance Ltd. Finance from Royal Bank of Scotland for
an estimated USD 1.9bn. The focus of
the acquisition was on the retail
operations

September Bradford & Abbey National The acquirer agreed to pay USD 1.1bn
2008 Bingley plc, plc to Bradford & Bingley plc for its £20
Retail billion retail deposit base and Bradford
Deposits and & Bingley's direct channels including
Branch 197 retail branches, 141 agencies and
Network related employees

October Wachovia Wells Fargo & The acquirer agreed to acquire Wells
2008 Corporation Company Fargo’s businesses and obligations,
including its preferred equity and
indebtedness, and all its banking
deposits for an estimated USD 15.12bn

January PT Bank Pan Australia & New The acquirer additional 8.4% stake in
2009 Indonesia Zealand Banking PT Bank Pan Indonesia Tbk from
Tbk Group institutional investors for approximately
USD 115 mn

3/4th of the M&As fail to reach financial or operational synergies. The largest M&A in the banking industry, the ABN
AMRO acquisition being a latest casualty, which lead to a demise of the acquirers in a span of 15 months. However, it can
be ascertained, that acquisition of regional assets and operations proves more synergistic and leads to greater growth

Represents the Degree of Success
Himanshu Bhardwaj

Contents

Slide


Scotland Plc 6



Assets 21

► Strategic Assessment of the Merger 24

Himanshu Bhardwaj

Opportunity Assessment on Emerging Market Segments

C ompetitive
Benchmarking: A
Strategic
Assessment of the
ANZ Assets
performance, post
amalgamation
with the RBS
operations in Asia.
The matrix
represents the
Market
Penetration of the
respective assets
vis-à-vis the
growth potential in
each geography

Himanshu Bhardwaj

Financial Benchmarking of ANZ and RBS Operations - Asia

Financial Positions
Net Loans & Advances (in AUD mn)

ANZ Group AUD 356,800mn

F inancial
RBS Asia
ANZ Asia Pacific
AUD 3,996mn

AUD 22,583mn
2000

628
1,761
774 987
Benchmarking of 1000 501
the RBS assets 127
acquired, vis-à-vis Customer Deposits 0
those of ANZ Asia ANZ Group AUD 226,444mn RBS Asia ANZ Asia Pacific
Pacific and ANZ
Group respectively; RBS Asia AUD 8,880mn
Operating Income Operating Expense Profit Before Provisions
provides a strong ANZ Asia Pacific AUD 29,623mn
synergistic overview
of the deal. Financial Positions
Risk Weighted Average Assets (in AUD mn)
ANZ will stand to
ANZ Group AUD 280,882mn
benefit, with a 23%
increase in RBS Asia AUD 8,014mn 12,588
20,000
customer deposits, ANZ Asia Pacific AUD 39,375mn 6085 6503
a 15% increase in 10,000
net loan and
advances, alongside Customers 0

a whopping 66% ANZ Group
ANZ Group 6 Million
increase ready
customer base. RBS Asia 2 Million Operating Income Operating Expense
ANZ Asia Pacific 1 Million Profit Before Provisions

Source: Merger Documents: ANZ
Himanshu Bhardwaj

Thank You

Himanshu Bhardwaj

Assessment of the ANZ-RBS Merger in Asia Pacific

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