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Parliamentary Standing Committee on Finance -
Informal Hearings
22 June 2011
J-P Fourie and Mark LiningtonSAVCA
www.savca.co.za
Presentation objectives
Overview of our industry in South Africa
Facts and figures of the industry and the economic impact thereof
Discuss the impacts of the suspension of Section 45
What is private equity?
Typically transformational and value-adding strategies.
Specialised skills and experience.
Reasons for private equity financing increasing its working capital base; business expansion and development; developing new technologies and products in order to
grow and/or remain competitive; to finance acquisitions of other businesses; to buy out certain shareholders in order to restructure the
ownership and management of the business; and introduction of BEE.
The global playing field…
Most activity is expansion/development-focused
Source: SAVCA KPMG 2011 Private Equity Industry Performance Survey
Analysis of investments by stage based on cost of investments
BEE investment activity
Source: SAVCA KPMG 2011 Private Equity Industry Performance Survey
Cost of BEE investments made during the year (excluding Captives – Government) (Rbn)
Third party funds raised are sourced from various geographies
Source: SAVCA KPMG 2011 Private Equity Industry Performance Survey
Geographic sources of third party funds raised
Employment growth rates of 9% p.a. JSE business’s growth rates of 4% and 1% across all businesses in SA
Employment of 5% of SA’s formal sector employees which equates to around 427 000 jobs
Average turnover growth of 20%, compared to 18% for JSE businesses
Pre-tax profit growth of 16% per annum compared to 14% for JSE businesses
Average R&D expenditure growth of 7% compared to 1% for JSE listed businesses
2006 to 2009, Private Equity achieved:
Source: SAVCA DBSA 2009 Private Equity Industry Economic Impact Survey
So what is the role/impact of role of Private Equity
Source: SAVCA DBSA 2009 Private Equity Industry Economic Impact Survey
In the main, respondents report that private equity has made a positive contribution to their business
Impacts Private Equity
Respondents report that performance in key areas of business had improved since receiving PE or VC backing
Source: SAVCA DBSA 2009 Private Equity Industry Economic Impact Survey
Reasons for Private Equity
Respondents were asked if they felt private equity was preferable to other forms of financing and why this was so
Source: SAVCA DBSA 2009 Private Equity Industry Economic Impact Survey
Typical deal structure
Step 2:
Step 1:
Distributions
Repay bridge
Sale of Businesses
Sale of Shares Bridge loan
Target
Sellers Bidco
Bank loan Target
Bidco
Newco
Private equity investors
Make the acquisition more feasible for the investors; Optimise debt security by direct access to assets and cash; Debt advanced to a newly-formed company; Uplift market values of assets; and The legal structures can be simplified.
Reasons for debt push-down
History of South African private equity
Source: SAVCA KPMG 2011 Private Equity Industry Performance Survey
Cost of investments made during the year (Rbn)
Positive sentiment and growth forecasts; World was flooded with liquidity and cheap debt; Foreign bond markets were very active; A handful of deals were funded by means of foreign
bonds; Local banks were lending on more generous terms; A few debt packages were tranched (senior debt and
mezzanine debt); and Up to 70% third party debt.
Landscape in 2006 – 2008
No new foreign bond issues; Mezzanine funding for the big deals has dried up; Local banks have remained very cautious in providing the
debt; 50% of local bank debt only in a deal; and Interest rates are in the range of Jibar plus 2% to 4%
therefore not excessive.
Landscape post 2008
Typical capital structure
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2006 to 2008 Post 2008
Share capital
Shareholder loan
Mezzanine
Bank debt
In 2006-2008 some deals included mezzanine debt (10% - 15% of capital structure);
Not a feature of capital structures post; Shareholder loans are the only subordinated debt; and Exchange control limits the interest rate to prime.
SARS toolkit Shareholder loans are limited to a 3:1 ratio; New thin capitalisation rules from October 2011; and Withholding tax on interest from 2013.
“Much of which carries a subordinated or junior ranking”
Erodes confidence in South Africa; Foreign investment will go elsewhere; National Treasury and SARS have always been aware of
debt push-down – SAVCA engagements in 2006/7; Deals are being abandoned; 18 months will be a significant setback for the industry; No consultation or warning; and Need to restore certainty – SAVCA would like to urgently
engage with National Treasury (as per 2007)
Suspension of section 45