VEDANTA RESTRUCTURING: Sterlite & SesaGoa to merge !!!

As per the plan, the Sterlite Industries will merge into SESA GOA, which will be form as combined entity named to be SESA STERLITE. Sterlite shares holders will be given 3 Shares of SESA GOA for every 5 Shares of Sterlite held.

Vedenta Aluminium (VAL) and Madras Aluminium will be 100 % consolidated into SESA STERLITE. Vedanta’s direct holding of 38.8 % in Cairn India will be transferred to SESA GOA, together with the associated debt of $5.9 billion (Rs. 29,500 Cr) at cost. After the transfer, SESA STERLITE will have 58.9 % shareholding in Cairn India. The new entity SESA STERLITE will be seventh largest global diversified natural resources major by Earnings Before Interest , Tax and Depreciation. According to the chairman of VEDANTA Mr. Anil Aggarwal, SESA STERLITE will be the principle operating company in the group and with its high quality assets, growth projects and strong management; it is well placed to create value for all shareholders. This merger would be cost saving of around Rs. 1,000 Cr a year.

After consolidation, Vedanta will own 58.3 % in SESA STERLITE. The group’s 79.4 % shareholding in Konkola Copper Mines will continue to be directly held by Vedanta. Post consolidation VEDANTA will own 58.3 % stake in SESA STERLITE with VEDANTA PLC’s debt service liability will reduce by 61 % from $9.65 billion (Rs.48,250 Cr) to $3.8 billion (Rs.19,000 Cr). Post consolidation SESA STERLITE will have market capitalization of $20 billion (Rs. 1 lakhs crore) and will join the elite league of resources firms like BHP Billiton, Vale and Rio Tinto. Post consolidation the new entity SESA STERLITE will have net debt of $7.38 billion (Rs.36,936 Cr) with 8 % of interest cost.  

For SESA GOA – it will issue 3 Shares for every  5 shares of Sterlite; will issue 7.2 Crores shares to VEDANTA for its 70.5 % stake in Vedanta Aluminum; will issue 7.9 crores shares to Vedanta for its 94.8 % stake in MALCO

What VEDANTA will do – It will transfer its 38.8 % stake in Cairn India to Sesa Goa along with $5.9 billion debt. However, Hindustan Zinc and Bharat Aluminum Company in which government has stake will not be a part of merger.

SESA STERLITE will be listed in India and on New York Stock Exchange as American Depository Shares (ADS).        

SESA STERLITE STRUCTURE AFTER CONSOLIDATION

YEAR ENDED DEC 2011	Rs. Crore	$ Million
REVENUE	66,431	14.23
OPERATING PROFIT (EBITDA)	24,953	5.35
GROSS DEBT	66,717	13.55
OUTSTANDING SHARES	296 Crore	----

VA TECH WABAG LTD: A VALUE PICK ; Buy at dips !!!

Scrip Code: 533269 / WABAG

CMP:  Rs. 440.25; Buy at Rs. 410 - 425 levels.
Short term Target: Rs. 450, 6 month Target – Rs. 550; STOP LOSS – Rs. 391; Market Cap: Rs. 1,164.30 cr; 52 Week High/Low: Rs. 285. / Rs. 576

Total Shares: 2,64,46,460 shares; Promoters : 81,97,915 shares –31 %; Total Public holding : 1,82,48,545 shares – 69 %; Book Value: Rs. 154.77; Face Value: Rs. 2.00; EPS: Rs. 24.25; Div: 200 % ; P/E: 18.15 times; Ind. P/E: 11.76; EV/EBITDA: 6.80.

Total Debt: ZERO; Enterprise Value: Rs. 1,100.30 Cr.

VA TECH WABAG LTD: VA Tech Wabag Limited was incorporated in 1995 and is headquartered in Chennai, India. The company was formerly known as Balcke Durr and Wabag Technologies Limited and changed its name to VA Tech Wabag Limited in April 2000. Va Tech Wabag Limited provides solutions in the water treatment industry. The company offers life cycle solutions, including conceptualization, design, engineering, procurement, supply, installation, construction, and operations and maintenance (O&M) services. The Company has four business units: Municipal Business Group, Industrial Water Business Group, International Business Group and Operation and Maintenance Business. It provides a range of engineering, procurement and construction, and operation & maintenance (O&M) solutions for sewage treatment; drinking and industrial process water treatment; effluents treatment; and sludge treatment, desalination, and reuse for institutional clients, including municipal corporations, and companies in the infrastructure sector. The company operates primarily in India, Middle East and North Africa, central and eastern Europe, China, and south East Asia. It has overseas subsidiaries in Austria, Switzerland, Germany, Czech Republic, Romania, Macao, Algeria, Tunisia, Egypt and Turkey.  It has a joint venture agreement with Zawawi Trading Company LLC in Oman. The company came with an Initial Public Offer in September 2010 with 9.5 lakhs shares at the issue price of Rs. 1310/ share raising Rs. 475 Cr. On August 2011 the company declared the sub division of shares from the face value of Rs. 5 to the face value of Rs. 2.00   

Investment Rationale: 

The global water market is estimated to be around US$ 400 billion. The water and waste-water sector continues to be an attractive investment portfolio due to various factors such as urbanization, industrialization and population explosion. The growth of the water market in the Asia Pacific region is driven by growing population densities. In the Middle East, the driver is scarcity, while massive government spending will boost the Chinese market. Sea water desalination will attract investments to augment the installed capacity from 66 million cubic metres (m3) per day to 120 million m3 per day by 2016. WABAG is a global technological leader in the entire water treatment field managed by professionals and technocrats. The company has a unique business model with strong in-house research. The company has an excellent system for efficient equipment procurement, better engineering & designs. The company also enjoys higher margin due to close monitoring and cost control. In financial terms Wabag is a zero debt company with significant cash balance of Rs 324 Cr and is constantly evaluating various opportunities for inorganic growth. The company has a diversified revenue source and more focused on high margin segments. VA Tech WABAG Ltd has an Order book of Rs. 3,530 Cr and healthy order inflow worth Rs. 900 Cr for 9MFY12, VA Tech Wabag is expected to achieve financial closure of its three BOOT framework contracts worth Rs. 530 Cr by end of 4QFY12. For 9MFY12, VTW has reported consolidated revenues of Rs. 770 Cr and expects to book 40 % - 50 % of its annual revenue for FY12 in 4QFY12, mainly due to higher revenue booking from the Dambulla (Srilanka) project in which 15 % of the jobs are already completed, but no revenues have been booked as yet. Key projects which would be revenue contributors are Chennai Desalination project would contribute around Rs. 45.80 Cr to the revenue; A total water management project from IOCL Paradip will contribute around Rs. 35.79 Cr; Project from Delhi JAL Board to contribute Rs. 11.58 Cr; Projects from ESSAR Group will contribute around Rs. 11.41 Cr; A project from Majjis, Oman to give Rs. 9.6 Cr and Projects from Tehran and Shiraz to contribute Rs. 26 Cr and Rs. 25 Cr respectively.  

Outlook and Valuation:

With a strong Order book & an order inflow for Q3FY12, the management remains confident of achieving a closing order book of around Rs. 4,000 Cr for next year. 3 BOOT Orders worth Rs. 530 Cr from Aurangabad, Ulhasnagar & Namibia have already moved from framework to firm order book on its financial closure. Further, more repeated orders worth Rs. 300 Cr are expected from the oil, gas & steel sector & an international framework order worth Rs. 200 Cr is expected to get booked in Q4FY12.While order inflow in past 9M has remained subdued from the municipal sector, the new JNNURM scheme planned by the government and other state/central projects is expected to boost investments from the municipal segment. The company have seen revenue de-growth of around 7 % for Q3FY12, on account of of delays in revenue recognition from the Sri Lankan project and a high base yoy execution of Libya project in 3QFY11. The Chennai Desal project & the Srilankan project are expected to contribute majorly, which will help VTW to achieve its growth guidance of close to Rs. 1400 Cr- Rs. 1500 Cr. Company's Operating margins were at 7.14 % due to the impacted of rupee depreciation combined with lower pace of execution in a few projects. With normalcy expected in the Libyan continent & revival in execution as well as revenue bookings in Q4FY12, VTW is poised to show strong growth going ahead. At its CMP of Rs. 440.25, the stock trades at 12.57 x FY13E earnings. The company can post Earnings per share (EPS) of Rs. 35 in FY13E and Rs. 42.80 in FY14E. One can buy VA TECH EABAG Ltd with a target price of Rs. 450.00 for Medium to Long term investment.

KEY FINANCIALS	FY11	FY12E	FY13E	FY14E
SALES (Rs. Crs)	1,233.00	1,428.80	1,668.60	1,952.70
NET PROFIT (Rs. Crs)	51.80	68.00	92.40	113.10
EPS (Rs.)	19.60	25.80	35.00	42.80
PE (x)	21.30	16.20	11.90	9.80
P/BV (x)	1.93	1.76	1.55	1.37
EV/EBITDA (x)	6.80	6.00	4.60	3.50
ROE (%)	9.10	10.90	13.10	14.00
ROCE (%)	15.00	16.40	17.40	18.40

I would buy VA TECH WABAG Ltd with a price target of Rs. 450 for Medium to Long term. As I always say, I am a long term believer in markets & I do respect the markets and will keep a strict stop loss of 8 % or Rs. 391.00 on every purchase.

MCX (Multi Commodity Exchange) : IPO SUBSCRIBE !!!

Price Band: Rs. 860 - Rs. 1032, Face Value: Rs.10.

Minimum Lot Size: 6 Shares.

Issue opens on: 22nd February 2012, Wednesday.

Issue closes on: 24th February 2012, Friday.

Listing on: 9th March 2012.

Total No. of Shares offered: 64,27,378 shares or 12.60 %

Employee Reservation: 2,50,000 shares.

Net Public Offer: 61,77,378 shares.

QIB Book: 3,088,689 shares.

Non – Institutional Bidders: 9,26,607 shares.

Retail Book: 21,62,082 shares.

Equity Shares outstanding prior Issue: 5,09,98,369 shares.

Equity Shares outstanding post Issue: 5,09,98,369 shares.

Total Size of the Issue: Rs. 552.75 Crs - Rs. 663.30 Crs.

IPO GRADING: 5/5 - CRISIL – Strong Fundamentals.
FAIR VALUE RANGE - Rs. 1200 - Rs. 1400.

KEY FINANCIALS (Consolidated)	31 Mar 2010	31 Mar 2011	31 Dec 2011
Total Income (Rs. in Cr)	493.70	447.56	474.50
Net Profit (Rs. in Cr)	220.80	176.27	217.95
Net Profit margin (%)	35.70	39.40	47.00
EPS (Rs.)	43.29	34.56	42.74
Net Asset Value (Rs.)	136.63	166.45	210.58
Return on Equity (%)	21.40	22.80	32.20
Return on Capital Employed (%)	31.30	31.80	45.10

MULTI COMMODITY EXCHANGE OF INDIA LIMITED : MCX Stock Exchange Limited was originally incorporated as a private limited company on April 19, 2002 as Multi Commodity Exchange of India Private Limited and subsequently converted into public limited company on May 16, 2002 in 2008 and is based in Mumbai, India. MCX Stock Exchange Limited provides a trading platform in currency derivatives in India. The company offers trading in currency futures contracts in four currencies consisting of the U.S. Dollar-Indian Rupee (USDINR), Euro-Indian Rupee (EURINR), Pound Sterling-Indian Rupee (GBPINR), and Japanese Yen-Indian Rupee (JPYINR). The company, through its subsidiary, MCX-SX Clearing Corporation Limited, offers clearing and settlement services in multi asset classes.  MCX enjoys the leadership position in the commodity futures industry, the market shares in terms of total value of commodities futures contracts traded on MCX in Fiscal 2011 was 82.4 % of the Indian commodity futures industry. There are over 30 commodity futures and options exchanges worldwide that trade commodities ranging from energy, metals, agriculture to livestock in many countries including the United States, China, Japan, Malaysia and the United Kingdom. In 2011, MCX stood at 5^th place among the global commodity bourses in terms of futures contracts traded, during the period between January and June 2011 about 127.8 million futures contract were traded on MCX. MCX ranks no.1 in silver, no.2 in natural gas, no.3 in crude oil and gold futures trading. The company reaches out to about 800 cities and towns in India with the help of about 1,26,000 trading terminals. MCX COMDEX was the first and only composite commodity futures price index. MCX has main competitor is National Commodity & Derivative Exchange Ltd (NCDEX) – Mumbai; National Multi Commodity Exchange Ltd  (NMCEX)- Ahmedabad; Indian Commodity Exchange Ltd (ICEX) – Gurgaon; Ace Derivates and Commodity Exchange (ACE) – Ahmedabad.

MCX holds 5 % in Dubai Gold and Commodity Exchange and the book value of this investment was Rs. 2.185 Cr as of December 31, 2011; 100 % in MCX Clearing Corporation Ltd; 5 % in MCX SX; 26 % in MCX-SX Clearing Corporation Ltd; 51 % in SME Exchange of India Ltd with initial investment of Rs. 5,10,000

MCX derives its income primarily from transaction fees with respect to the trades executed on MCX Exchange, annual subscription fees, member admission fees, terminal charges, proceeds of sale and dividends from investments and interest from bank deposits. Commodities play an important role in India‘s economy. India has over 7,000 regulated agricultural markets, or mandis, and the majority of the nation‘s agricultural production is consumed domestically, according to the Agricultural Marketing Information Network. India is the world‘s leading producer of several agricultural commodities. The agriculture sector accounted for approximately 14.2 % of India‘s gross domestic product (GDP) at a constant price (2004-05) for the fiscal 2011. India‘s GDP at current market prices for the fiscal 2011 was estimated to be Rs. 78,779.47 billion (Source: Economic Survey 2010-11). There are currently 21 commodity exchanges recognised by FMC in India offering trading in over 60 commodity futures with the approval of FMC. In the fiscals 2009, 2010 and 2011, the total value of commodities traded on commodity futures exchanges in India was Rs. 52,489.57 billion, Rs. 77,647.54 billion and Rs. 119,489.42 billion, respectively. The total value of commodities traded on commodity futures exchanges in India for the first nine months ended December 31, 2011 was Rs. 137,228.55 billion.  

Out of the Offer of a total of 64,27,378 Equity Shares, 26,43,916 Equity Shares are being offered by FTIL, 21,12,025 Equity Shares are being offered by SBI (Equity), 7,81,508 Equity Shares are being offered by GLG, 3,90,754 Equity Shares are being offered by Alexandra, 2,46,175 Equity Shares are being offered by Corporation Bank, 1,48,000 Equity Shares are being offered by ICICI Lombard and 1,05,000 Equity Shares are being offered by Bank of Baroda. The Equity Shares being offered by the Selling Shareholders under the Offer have been held by such Selling Shareholders for a period of more than one year prior to filing of the Draft Red Herring Prospectus with SEBI.

Comparisons with Industry as on 31st March 2011

Exchange	Currency	Share Price	Shares O/S (mn)	Market Cap (mnUS$)	EPS Estimate FY13	P/E FY13e	EV/Sales FY13e	EV/EBITDA FY13e
CME	US$	291	67	19295	17.90	16.20	0.90	8.50
ICE	US$	133	73	9644	8.00	16.50	2.30	8.80
MCX	INR	1032	51	1053*	NA	NA	NA	NA

*1US$=Rs.50

According to me one should definitely look for subscribing Multi Commodity Exchange India Ltd IPO as it will be the first listed exchange on Indian bourses taking the country at par with other markets like US, UK, Japan, Australia, Singapore & Hong Kong. Globally , Exchanges trends to trade at average of 5 times their book value and 18 - 20 times their earnings. Long term investors should look into subscribing the IPO for good opportunity. Short term investor can subscribe for listing gains.