MARKET DEVELOPMENT
FGV Sees Immediate and Long-term Returns in China
FGV Sees Immediate and Long-term Returns in China
14/03/2016 (The Star) - Felda Global Ventures Bhd (FGV) will derive immediate returns on investment from its venture into a Chinese edible oil firm as well as over the longer term as part of its business diversification plans, the group says.
In a Feb 26 announcement to the exchange, the group disclosed that it plans to purchase a 55% stake in China’s Zhong Ling Nutril-Oil Holdings Ltd (NUH) for RM976.25mil from a major shareholder as well as 14 other vendors via two separate agreements.
NUH has been in business for 20 years and are known for its ‘Ostrich’ brand of edible oils. It is predominantly a manufacturer of peanut oils which account for 70% of their sales.
Some have questioned the rationale of FGV’s foray into China, particularly as it is diversifying into the manufacturing, trading and distribution of non-palm oil products.
“Yes, distributing our palm oil products has always been our core business. However, we also understand that there is a strong demand of blended oil, which largely uses palm oil as its main component in China. It will be opportunity loss for us not to introduce several other variants of edible palm oil-based cooking oil products,” the group told StarBizWeek in a reply.
The investment in NUH offers FGV access to a sales network of 60,000 retail outlets covering five southeast coastal provinces in China.
Additionally the group is also able to consolidate NUH’s earnings into its accounts by virtue of its 55% stake.
“A dividend payout policy has also been agreed among the shareholders with a payout ratio at minimum of 50% of the company’s profit,” the group says.
Despite Ostrich’s modest market share of 1% in China’s edible oil segment, the revenue contribution is quite substantial.
The company reported revenues of nearly RMB$2.32bil (RM1.46bil) for the financial year ended Dec 31, 2014 (FY14) despite holding just a sliver of the market share in China’s edible oil market, which underscores the growth potential available in the world’s second largest economy.
The purchase bodes well with FGV’s ambition to become a vertically integrated agri-commodities firm on par with the likes of Wilmar International Ltd, according to a senior executive when contacted.
“There are numerous synergistic opportunities in China. The group may consider introducing its palm oil products that is separate from NUH’s existing brand,” he says. The executive also confirmed that any capex requirements going forward will be borne internally by NUH, whose cash pile is said to have grown substantially in recent years.
However, competing with the major players will be a tall order for a new market entrant such as FGV. Wilmar and Chinese food conglomerate Cofco Group hold more than half of the total market share in China’s edible oils segment.
“FGV’s role is to provide vertical integration into NUH’s business to take some of the market share,” says the senior executive.
In terms of edible oil, soy oil based products has the dominant market share. Palm oil consumption is less than 10% in China while peanut oil is about 20% according to industry estimates.
On the other hand, China is the largest importer of palm oil, accounting for 20% of the world’s consumption.
The exposure in a non-palm based business also serves as a hedge against the fluctuations in commodity prices.
As part of its growth ambitions, the group has actively looked for opportunities to reduce its earnings dependence at the upstream segment.
Under the terms of the deal, FGV is acquiring a 26.4 % stake from Zhong Hai Investment Holdings Ltd which is the investment vehicle of NUH’s chairman and chief executive officer Lin Xin Hua. He will still hold a 21.7% stake in NUH following the deal.
Furthermore, the group is also buying up a 28.6% stake from 14 other vendors which mainly comprise of private equity firms.
It is understood that the arrangement will see the formation of a joint venture company that will be spearheaded by Lin under a long term contract.
This largely explains the difference in pricing for the two separate deals. FGV is paying Zhong Hai RM537.05mil for the stake, while the RM439.2mil that it is paying to the 14 vendors are priced lower on a per share basis.
“Part of the strategy is to establish FGV’s own brands in China. With NUH, the group can achieve two things: you find the outlet for the palm oil and number two, it can grow its downstream business in China and expand,” says an analyst of a bank backed research house.
One notable aspect of the deal is the rather complicated profit guarantee-cum shares exchange mechanism.
This arrangement means that should NUH be unable to deliver a profit guarantee of RMB$309.7mil (RM111.49mil) for FY14 and RMB$313.5mil (RM197.51mil) for FY15, NUH’s major shareholder would have to relinquish part of his shares under a predetermined formula.
The audited accounts for NUH’s FY14 and FY15 results have yet to be released. Additionally, the profit guarantees will also cover the financial years 2016 to 2018.
While the exact amount of the guarantees for the three years were not disclosed, it is believed that they amount to in excess of RMB$300mil (RM189mil) per year based on NUH’s historical gross profit margin of above 20% per year.
“This arrangement is one of our risk mitigation efforts to ensure the company’s value is well preserved upon takeover and successful entry into China.
“Additionally, the investment has gone through all the due process in accordance to FGV’s investment policy which includes the relevant due diligence exercises that was performed by our independent advisors,” the group says.
In a Feb 26 announcement to the exchange, the group disclosed that it plans to purchase a 55% stake in China’s Zhong Ling Nutril-Oil Holdings Ltd (NUH) for RM976.25mil from a major shareholder as well as 14 other vendors via two separate agreements.
NUH has been in business for 20 years and are known for its ‘Ostrich’ brand of edible oils. It is predominantly a manufacturer of peanut oils which account for 70% of their sales.
Some have questioned the rationale of FGV’s foray into China, particularly as it is diversifying into the manufacturing, trading and distribution of non-palm oil products.
“Yes, distributing our palm oil products has always been our core business. However, we also understand that there is a strong demand of blended oil, which largely uses palm oil as its main component in China. It will be opportunity loss for us not to introduce several other variants of edible palm oil-based cooking oil products,” the group told StarBizWeek in a reply.
The investment in NUH offers FGV access to a sales network of 60,000 retail outlets covering five southeast coastal provinces in China.
Additionally the group is also able to consolidate NUH’s earnings into its accounts by virtue of its 55% stake.
“A dividend payout policy has also been agreed among the shareholders with a payout ratio at minimum of 50% of the company’s profit,” the group says.
Despite Ostrich’s modest market share of 1% in China’s edible oil segment, the revenue contribution is quite substantial.
The company reported revenues of nearly RMB$2.32bil (RM1.46bil) for the financial year ended Dec 31, 2014 (FY14) despite holding just a sliver of the market share in China’s edible oil market, which underscores the growth potential available in the world’s second largest economy.
The purchase bodes well with FGV’s ambition to become a vertically integrated agri-commodities firm on par with the likes of Wilmar International Ltd, according to a senior executive when contacted.
“There are numerous synergistic opportunities in China. The group may consider introducing its palm oil products that is separate from NUH’s existing brand,” he says. The executive also confirmed that any capex requirements going forward will be borne internally by NUH, whose cash pile is said to have grown substantially in recent years.
However, competing with the major players will be a tall order for a new market entrant such as FGV. Wilmar and Chinese food conglomerate Cofco Group hold more than half of the total market share in China’s edible oils segment.
“FGV’s role is to provide vertical integration into NUH’s business to take some of the market share,” says the senior executive.
In terms of edible oil, soy oil based products has the dominant market share. Palm oil consumption is less than 10% in China while peanut oil is about 20% according to industry estimates.
On the other hand, China is the largest importer of palm oil, accounting for 20% of the world’s consumption.
The exposure in a non-palm based business also serves as a hedge against the fluctuations in commodity prices.
As part of its growth ambitions, the group has actively looked for opportunities to reduce its earnings dependence at the upstream segment.
Under the terms of the deal, FGV is acquiring a 26.4 % stake from Zhong Hai Investment Holdings Ltd which is the investment vehicle of NUH’s chairman and chief executive officer Lin Xin Hua. He will still hold a 21.7% stake in NUH following the deal.
Furthermore, the group is also buying up a 28.6% stake from 14 other vendors which mainly comprise of private equity firms.
It is understood that the arrangement will see the formation of a joint venture company that will be spearheaded by Lin under a long term contract.
This largely explains the difference in pricing for the two separate deals. FGV is paying Zhong Hai RM537.05mil for the stake, while the RM439.2mil that it is paying to the 14 vendors are priced lower on a per share basis.
“Part of the strategy is to establish FGV’s own brands in China. With NUH, the group can achieve two things: you find the outlet for the palm oil and number two, it can grow its downstream business in China and expand,” says an analyst of a bank backed research house.
One notable aspect of the deal is the rather complicated profit guarantee-cum shares exchange mechanism.
This arrangement means that should NUH be unable to deliver a profit guarantee of RMB$309.7mil (RM111.49mil) for FY14 and RMB$313.5mil (RM197.51mil) for FY15, NUH’s major shareholder would have to relinquish part of his shares under a predetermined formula.
The audited accounts for NUH’s FY14 and FY15 results have yet to be released. Additionally, the profit guarantees will also cover the financial years 2016 to 2018.
While the exact amount of the guarantees for the three years were not disclosed, it is believed that they amount to in excess of RMB$300mil (RM189mil) per year based on NUH’s historical gross profit margin of above 20% per year.
“This arrangement is one of our risk mitigation efforts to ensure the company’s value is well preserved upon takeover and successful entry into China.
“Additionally, the investment has gone through all the due process in accordance to FGV’s investment policy which includes the relevant due diligence exercises that was performed by our independent advisors,” the group says.