Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead

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Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Identifying Private Equity Opportunities in Indonesia,
Vietnam and Thailand
Sponsored by: JL Capital

Private Equity- Section AB
Hill P., Matteo Ferrante, Neha Dodeja, Pratiksha Barasia, Uday Mehra
(MBA Class of 2020 July)
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
⮚ Executive Summary

⮚ Opportunities in Fintech in Indonesia

⮚ Opportunities in Consumer Retail in Vietnam

⮚ Opportunities in Food Manufactoring in Thailand

                                                    2
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Executive Summary

               •   JL Capital is looking to make its first investment in SEA by focusing on promising indsutries in specific
                   countries
               •   The shortlisted industries represent (i) easy to understand market dynamics and business models (ii) potential
  JL Capital       opportunities within the right ticket size (iii) underinvestment in the particular sector

               •   Fintech space is nascent but shows promise for a massive increase in TAM led by high TPV
               •   Payments is the entry point for consumers, paving the future for Lending; Fintech lending can bridge the gap
                   for unutilized financing capacity and access to credit in Indonesia
  Indonesia    •   SME lending is attractive and presents opportunities for investment from JL Capital

               •   Consumer retail is a fast-growing investment space in Vietnam with strong sales growth
               •   E-commerce penetration is on the rise in Vietnam, however, retail players with offline presence are expected to
                   succeed in online channels
  Vietnam      •   A potential investment target, market leader in baby retail, fits the relevant factors required for success

               •   Thailand is the kitchen of the world: Food processing contributes 23% of Thailand’s GDP
               •   Packaged food shows a strong demand forecast in APAC with a focus on ready meal in Thai market
  Thailand     •   Recommend to target healthy ready meal, frozen fruits or halal food segment by local producers

                                                                                                                              3
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Process

                                     JL Capital to shortlist             Deep-dive into           Identify 1-2 potential
 Identify 3-4 industries
                                     3 industries based on           selected industries to        deals in total (only if
   in target countries
                                        interest and core             understand growing          possible, or else share
                                           capabilities                   sub-sectors                 transcripts of
                                                                                                     conversations)

                      First presentation to JL      Second discussion to talk                    Final discussion to present
                      Capital                       about shortlisted industries              final results and discuss next
                                                                                                                       steps

                                                                                                                          4
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
⮚ Executive Summary

⮚ Opportunities in Fintech in Indonesia

⮚ Opportunities in Consumer Retail in Vietnam

⮚ Opportunities in Food Manufactoring in Thailand

                                                    5
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
The Fintech space in Indonesia is nascent - but shows promise for a
massive increase in TAM led by high TPV1
                                                                                                        E-Money is a small fraction of total electronic payments in Indonesia
Total Addressable Market (TAM) for the Fintech space in
Indonesia expected to grow by ~8x by 2025…                                                   100%
                                                                                             90%
                                                                                             80%
US$ Bn                                                                                       70%
                                        8.15x                                                60%
                                                                                             50%
                                                                     95.2
                                                                                             40%
                                                                                             30%
                                                                                             20%
                                                                                             10%
                                                                                              0%                               1.8%                                                                       8.0%
              10.4
                                                                                                         2017       2018       2019          2020E      2021E      2022E       2023E         2024E        2025E

              2019                                                   2025E                                                            E-money           Credit cards        Debit cards

…mainly driven by 4 key consumer trends                                                                  Fintech loans in Indonesia are only 0.2% of total outstanding loans
                                                                                                800                                                                                                       0.40
                                                                                                                                                                                                730
 1•   Massive promotional spend: Mostly by Fintechs, e-Commerce                                 700
                                                                                                                                                                                       690
                                                                                                                                                                                                          0.35
                                                                                                                                                                           625
      platforms and ride-hailing (mostly Payments led)                                          600                                    560       580      595      570                                    0.30
 •    Rising smartphone penetration: Risen from 25% in 2014 to >60% in                                                       500
 2                                                                                              500                                                                                                       0.25
      2019                                                                                                          400
                                                                                                400        360                                                                                            0.20
 •    Growing internet TAM: Driven by Indonesia’s young, hyper internet-
 3    engaged population, increasing disposable incomes                                         300                                                                                                       0.15

 •    Burgeoning offline use cases: Rising Fintech adoption by shopping                         200                                                                                                       0.10

 4    malls, Co-funding by merchants                                                            100                                                                                                       0.05
                                                                                                    0                                                                                                     0.00
                                                                                                          Dec-18   Jan-19   Feb-19    Mar-19   Apr-19   May-19    Jun-19   Jul-19   Aug-19     Sep-19

                                                                                                            Fintech loans outstanding (US$ Mn)                  Fintech loans as % of total IDR loans
Notes: (1) Total Payment Volume                                                                                                                                                                       6
Sources: OJK, Goldman Sachs Global Investment Research, Bank Indonesia, Macquarie Research
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Payments is the entry point for consumers, paving the future for Lending
                                                                  Traditional Fintech service adoption cycle by
                                                                                   consumers

        Payments & Transactions                                                         Lending                                    Financial Products
41 companies hold an e-Money license (as on Feb’20)             164 lending companies registered with OJK (Dec’19)           E-commerce platforms are main players

x   Highly concentrated market: Top 4-5 players               ✔ Fragmented market landscape: No clear                 ~   Small market: Very small market size and
    control >90% of transaction market share;                      market leader; Long tail of companies own >1%          growth due to low capital market penetration
    High-ticket investments will be required to enter              of total loan share                                    and financial literacy
    the market
                                                              ✔ Under-penetrated market: Fintech loans in             x   Low interest-generating business models:
    Evolving regulatory landscape: Bank                            Indonesia are only 0.2% of total outstanding           In a typical Fintech lifecycle, value is generated
~   Indonesia has launched QRIS to unify QR code                   loans                                                  through Payments & Lending first; Indonesia is
    based cashless payments; Reduces barriers to                                                                          not at a stage to generate meaningful returns
    entry for new players                                          Unaddressable market by traditional banks:             from Financial Products
                                                              ✔ Fintechs lending to SMEs are targeting invoice
    Significant growth potential: Only 1.8%1 of                    financing; Traditional banks have lengthy credit       Consumer behaviour not shifting: This
✔   electronic payments in Indonesia happen                        approval processes for this segment                ~   sector is primarily dominated by banks in
    through e-Money; ~8% e-Money transactions                                                                             Indonesia; Despite e-commerce platforms, no
    expected by 2025                                                                                                      shift seen in consumer behaviour

Notes: (1) 2019 estimates by Bank Indonesia                                                                                                                                    7
Sources: Goldman Sachs Global Investment Research, Bank Indonesia, Macquarie Research
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Fintech lending can bridge the gap for unutilized financing capacity and
  access to credit in Indonesia
   Low percentage of loan disbursements to GDP1 indicate an                                                 Majority of SMEs, middle & lower income individuals still
   unutilized financing capacity in Indonesia                                                               do not have access to credit in Indonesia2

   Australia                                                     122%                                                         Total MSMEs                        Total Individuals
                                                                                                                                  63 Mn                              186 Mn
South Korea                                          94%

New Zealand                                         92%

   Thailand                                   78%
                                                                                                                                     74%                                    71%
       USA                                    78%

      Japan                          57%

      China                       49%

                                           Low percentage of Debt wrt GDP is directly
                                                                                                                                     26%                                    29%
  Indonesia         17%                    attributed to lower access to credit for
                                           SMEs and low/middle income individuals
      India       11%                                                                                                               MSMEs                        Middle/Lower Income
                                                                                                                                                                      Individuals

                                                                                                                                     Have access to credit      No access to credit

   Notes: (1) Ratio taken based on 2017 figures (2) As of 2018 end                                                                                                                     8
   Sources: International Monetary Fund, Asian Development Bank, Central Bureau of Statistics (ID), Ministry of Cooperative and MSME (ID), Central Bank of Indonesia, PwC
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
SME lending is an attractive business model generating higher
financing rates than traditional banks
                                                                                  Fintech lending market
                                                                                       in Indonesia

                    Short-term consumer loans                                   P2P loans targeted at SMEs                      P2P microfinance

               Avg. ticket size ($): 70                                     Avg. ticket size ($): 140,000             Avg. ticket size ($): 200-350
               Avg. loan tenure: 1-3 months                                 Avg. loan tenure: 0.5-6 months            Avg. loan tenure: 3 months
               Major players:                                               Major players:                            Major players:

                                                                                 Platform1
•      Major product offered by SME                                 Outstanding credit (IDR Bn)               234                       529            267
       lenders is Invoice Financing                                 Total credit underwritten (IDR Bn)        1,163                    2,940           2,430
       extending credit for up to 80% of
       the receivable value.                                        NPLs2                                    1.05%                     2.30%           8.0%

•      Traditional banks can’t engage in                            Active borrowers                          1,776                    1,193          15,436
       this business due to lengthy credit                          Invoice financing rates (p. a.)          13-43%                   12-20%          12-26%
       approval processes, so they have
                                                                    Borrower upfront fee                     3-5%                      3-5%            3%
       started acquiring minority stakes
       in SME lending platforms                                     Banks having a minority stake                                                        -

    Notes: (1) Numbers as of November 2019 (2) NPLs: Non-performing loans                                                                                    9
    Sources: OJK, Bank Indonesia, Macquarie Research, Company Reports
Identifying Private Equity Opportunities in Indonesia, Vietnam and Thailand - Private Equity-Section AB - insead
Only a handful of venture deals have taken place within the Fintech
SME lending space in Indonesia over the last 5 years

Mar’20: $23.5 Mn (C)                                        Jun’19: $12 Mn (B)                                       Feb’20: $10 Mn (B)                 Sep’19: $8.6 Mn (A)
                                                            Nov’19: $1 Mn (B)                                        Aug’19: $10 Mn (B)                 Dec’18: $0.2 Mn (S)
                                                           Aug’18: $16.5 Mn (A)

                                                                                 Potential investment option1

                            Nov’18: $4.3 Mn (A)                                       Apr’16: $1.2 Mn (S)                           Sep’19: $1 Mn (S)

Notes: (1) Investment recommendation based on industry, competitor and company analysis (not including financials)                                                  10
Sources: Prequin
Modalku: A potential investment option in Indonesia for JL Capital

                         Indonesia                                                                                                         Singapore, Malaysia

                                                                                       Present as

     Dec’19: Undisclosed amount of Debt funding                                                                                 Apr’20: $40 Mn (C) by existing investors and
      by Triodos Microfinance Fund, Triodos Fair                                                                                           an undisclosed bank
                     Share Fund                                                   Funding Rounds                                    Apr’18: $25 Mn (B) led by SoftBank
        Apr’16: $1.2 Mn (S) led by Alpha JWC                                                                                        Ventures, Sequoia India, Alpha JWC
       Ventures and Singapore Press Holdings                                                                                         Ventures, Golden Gate Ventures
                            $900 Mn                                         Total amount disbursed1                                                $948 Mn

             52% loans greater than $10,000                              Biggest ticket size segment                                      51% loans less than $11,000

                              8.0%3                                             Current default rate                                                3.36%

 •    Modalku is one of the 3 leading Fintech lending providers for SMEs in Indonesia, however it has not raised an equity round since 2016
 •    Modalku’s 2 main competitors – Investree and KoinWorks – have raised fresh funding in the last 1 year to increase their geographic
      footprint in Indonesia and for expansion to other Southeast Asian countries
 •    Modalku raised debt in 2019, showing promise of using Leverage to boost Equity returns for the company’s business model
 •    Comparison of both geographies shows that Modalku will require an influx of capital in Indonesia to improve its infrastructure for bringing
      down default rates and expanding its geographic reach in Indonesia

Notes: (1) As of Q2 2020 (Ongoing – Figures for 19 Apr 2020) (2) As percentage of overall loans disbursed (3) As per Macquarie Research                                        11
Sources: Modalku website, Funding Societies website
Expanding the coverage for Indonesia’s “Credit Invisible” requires a tailored and innovative approach
             1       • Since 2018, 70% of borrowers have been SMEs/individuals that had no prior credit access
                     • As Java gets saturated, innovation is required to reach out to SMEs outside of Java, and in sectors currently untapped

                                        Credit worthiness verification is essential before NLPs start blowing up
                                2       • Debt refinancing is one of the top 3 loan purposes, indicating a potential “over-leveraged” debt behaviour
Things to                               • This behaviour might be more prevalent in conventional-to-online rather than purely online borrowers
keep in mind
before                                          Important to monitor TKB901 along with NLPs for developing sustainable business models
                                                • OJK is currently implementing TKB90 to ensure players disclose their loan performance
investing in                            3       • This is an important measure to track irresponsible disbursement, and Fintechs should adapt their
the Fintech                                       business models based on TKB90 metrics as well

Lending
space in                                       Fintechs will need to collaborate with financial institutions for stable financing
                                      4        • By collaborating with financial institutions, Fintechs will have a more stable source of funds
Indonesia                                      • This also allows them to have wider use-cases within their loan portfolio

                                    Indonesia’s Fintech Lending ecosystem is similar, but not comparable, to other countries
                                    • Majority of underserved SMEs not only have limited data but also limited physical access to due Indonesia’s
                       5              topography
                                    • Replicating business models of other countries will be ineffective compared to targeted business models

         Notes: (1) TKB90 is a metric measuring debt repayment success rate over 90 days past due, the opposite of a Non-Performing Loan          12
         Sources: Desktop Research
⮚ Executive Summary

⮚ Opportunities in Fintech in Indonesia

⮚ Opportunities in Consumer Retail in Vietnam

⮚ Opportunities in Food Manufactoring in Thailand

                                                    13
Consumer retail is a fast-growing investment space in Vietnam with
strong sales growth
 Vietnamese retail sales growth remain robust through-out                                                   …underpinned by 4 key macroeconomic trends in the
 economic cycles…                                                                                           country

 Retail revenue and growth in Vietnam (2013-2020),
 Revenue, USD Billion ; Growth, %                                                                           1• Strong economic growth: Vietnam’s GDP has
                                                                                                                  been increasing at 7% due to strong harvest and
                                                                                                                  surging manufacturing sector
                                                                                180
180                                                                                         30
                                                                                27%
160
                                                                     142                    25              2• Rapid growth in consumer spending with higher
140
                                                                                                                  disposable income: Private consumption is 68% of
                                                         126                                                      the overall GDP, highest in SEA, with a growing
120                                          115                                            20
                                 103                                                                              middle class and heightened concerns about
100       85          94                                                                                          hygiene and food safety
         13%                                                        13%                     15
80                   11%                     11%                                                            3
                                 10%                    10%
60                                                                                          10               •    Increase in foreign investment: 40% of
                                                                                                                  supermarkets currently owned by foreign investors
40
                                                                                            5                     due encouragement by govt policies
20
                                                                                                            4
  0                                                                                         0                •    Free-trade agreements: Better FTAs and bilateral
        2013        2014        2015        2016        2017        2018        2020
                                                                                                                  agreements have made international food
                                                                                                                  accessible to middle-classes

 Notes: (1) Total Payment Volume                                                                                                                              14
 Sources: OJK, Goldman Sachs Global Investment Research, Bank Indonesia, Macquarie Research; Vietnam General Statistics Office
Vietnam’s modern grocery market is expected to grow at 25.8% p.a. over
the next 5 years, with a potential for further growth
Grocery is the largest retail category by value, fastest growing                                                 Modern segment grocery penetration is expected to grow as
in the SEA region                                                                                                GDP per capita increases

Breakdown of Vietnam retail market, %, 2018, 100% = USD 108 Bn
                                Other                                                                         Modern grocery size,       40
                    Non-store                                                                                       USD bn, 2018
                                s                                                                                                        35
                Apparel &retail
                 Footwear         6%
                              2%                                                                                                         30             Thailand
              Leisure     5%
               Goods                                                                                                                     25
                                  6%
                                                                          Grocer
                                                                                                                                         20                  Indonesia
         Health & Beauty 9%                                           44% y                                                              15                  Philippines
                                                                                                                                         10             Malaysi
                                                                                                                                                                                Vietna
                                                                                                                                          5             a
                                                                                                                                                                                m
                      Home & 11%                                                                                                          0
                      Garden                                                                                                                    0   5   10   15     20     25     30     35
                                               17%                                                                                                      Modern grocery Growth
                                    Electronic &                                                                                                        2018-2013 CAGR %
                                     Appliances

•      Vietnam is fast-growing retail market with grocery as the largest                                          •     Vietnam’s modern trade penetration is currently at 8% which is lowest
       segment making up 44% of overall market                                                                          amongst the SEA countries
•      There are 4 key factors for this trend:                                                                    •     The market is on the verge of significant modernization and is likely to
         1. Increased urbanisation coupled with increased awareness                                                     follow the S-curve of other developed Asian markets
         2. Consolidation of top players (Satra acquired Auchan)                                                  •     As GDP per capita rises, modern grocery retail market is expected to
         3. Entry of international players like 7-eleven, Big C                                                         grow from $4 bn to $20 bn by 2025 (5X growth)

    Sources: Deloitte report: Retail in Vietnam, Feb 2019; McKinsey report: Seizing the fast-growing retail opportunity in Vietnam, Sept 2019
                                                                                                                                                                                           15
Consumer markets in Vietnam are still fragmented and there is ample
room for modern trade channels
Accelerating value contribution from modern trade channel...                            ...with smaller format leading the modern retail chain
                                                                                        emergence recently

Distribution of the retail sales from between Modern retail channels                    Average monthly shopping frequency of Vietnamese of modern trade
and traditional channels, %
                                                                                           25.2
                                                                                                                                                    2010
                                                                                                18.2                                                2018
                 25%
                                      32%
                                                           45%
                                                                                                       8.9 9.5
                                                                                                                        4.5                         3.3 2.5
                                                                                                                  1.3               2.2   0.8 1.2
                                                                                                                              0.0
                                                                                           Wet market Traditional Convenient Minimarts Personal Supermarkets
                                                                                                       Grocery      Stores             Case/ Drug
                 75%                                                                                    Stores                           Stores
                                      68%
                                                           55%

                 2015                 2017                 2020
               Modern Retail                     Tradtional
               Channels                          Channels

 Sources: Vietnam's Distribution and Retail Channels 2018 by EVBN; Nielsen, VCSC 2018                                                                      16
There are six success factors that stand out as keys to making the most
of retail opportunities in Vietnam
Retail leaders exhibit 6 key success factors

                                                               ▪ Ability to grow dense network of smaller stores in urban
                                                                 areas                                                          Retail players are
   1              Network and scale                            ▪ Require access to funding and dedicated team finding right
                                                                 locations                                                       facing growing
                                                                                                                                competition from
                   Compelling value                            ▪ Successful retailers differentiate themselves by focusing on     both local and
   2
                     propositions
                                                                 specific dimensions like price, assortment, experience etc.       international
                                                                                                                                      players.
                    Strong business                            ▪ Develop capabilities to tackle payment solutions, logistics,
   3                                                             proprietary products and loyalty programs                      Leveraging lessons
                        enablers
                                                                                                                                   in innovative
                                                               ▪ Strengthen brand equity through marketing and build loyal       technologies and
   4             Strong brand equity                             customer base
                                                                                                                                  more advanced
                                                               ▪ Local players have advantage over foreign
                                                                                                                                  markets, players
                                                               ▪ Extensive on-the-ground experience                                 can achieve
   5               Local knowledge                             ▪ Understand local tastes, rules and regulations and trends            success

                 Innovation and                                ▪ Provide both offline and online channels to serve customers
   6                                                           ▪ Innovation into smart stores
              omnichannel platforms

 Sources: McKinsey report: Seizing the fast-growing retail opportunity in Vietnam, Sept 2019                                                   17
E-commerce penetration is on the rise in Vietnam, however, retail players
 are diversifying to tap the entire ecosystem
     Online retail sales make up only 5% of total online sales,                  Retail players are pursuing omnichannel strategy to capture
     however it likely to grow with increase mobile penetration                  the market share in online

     Online B2C sales vs online retail sales (2012-2020),                         Example 1:
     Sales, USD Billion ; % total online sales

20              Online B2C sales                                           8                          ▪   Korean supermarket chain, LOTTE Mart
                Online retail                                                                             launched SPEED LOTTE mobile app to
                sales                                                      7
                                                                                                          combine traditional and online retail
15                                                                         6                          ▪   The online version has more than 1000
                                                                   5.0%
                                                                           5                              SKUs and delivers within 15kms
                                                            3.6%   10.0
10                                                                         4
                                              2.8%   3.0%
                                                            6.2            3
                      1.8%        2.1%               5.0                          Example 2:
5         0.7                                 4.1                          2
                       2.2         3.0
         0.7%                                                              1
0                                                                          0                          ▪   Bach Hoa XANH has 1000+ retail stores
         2012         2013        2014        2015   2016   2017   2020                                   and has moved online with over 600
 •      Vietnam’s e-commerce industry is one of the fastest growing in the                                SKUs
        region, growing at 27% CAGR                                                                   ▪   Parent company Mobile World has
 •      E-commerce sector however is still in its early days with many players                            announced $43m investment to grow
        operating at a loss                                                                               the business
 •      Key success factors include overcoming logistics challenges and e-
        payment solutions

     Sources: Deloitte retail survey (2018)                                                                                             18
Vietnam Consumer Retail: Recent PE &VC Investment
                            Date                        Targets                 Acquirer                        ($US)           Stake

  Growth                    2017               Vua Nem (Mattress company)     Mekong Capital                    $6 mn.          57.5%

   Stages                   2019                       VinGroup               GIC Singapore                    $500 mn.
Investments
                            2008                        Maison                Mekong Capital                    $ 5mn.

                         IPO                                                Notable acquisitions

                                                                                Date                 Targets     Acquirer       ($US)

                                                                                           MM Mega Market          Big C       EUR 655
                                                                                2016
                                                                                           Vietnam              Supercenter      mn.

   Exits                                                                        2013       Ichiban Co.          Berli Jucker   $73 mn.

                                                                                2014       VinMart               VinGroup      $12 mn.

                                                                                                                Mobile World
                                                                                2017       An Khang Pharmacy
                                                                                                                 Investment

   Sources: Tracxn June 2018 & CB Insights Jan 19                                                                                19
Vietnam has seen exits to IPO from previous VC/PE backed deals

                             Business Description:
                             • Established in 1988, PNJ is the leading
                               jewelry manufacturer and retail in Vietnam
Year: 2007
Investor: Mekong and         Reasons to invest:
Vina Capital                 • Increasing revenues: Revenues from retail
Amount: USD 8mn.               jewelry store continuing to increase 28% YoY;
                               retail network grown from 330 to 370 in 2019
Growth envisioned from:      • Large customer base: Large number of
(i) Revenue Growth             customers over the last 30 years with high       PNJ retail network
(ii) Margin improvement                                                                                           370
                               switching costs for jewelry purchases
                                                                                                       324
                             • Growing market: Jewelry retail sales likely to
Exits seen:                    grow as consumers rely on trusted brands                         269
Mekong was able to           • Established reputation in the jewelry                     219
liquidate the investment       business: Having been established 30 years         189
after 9 years with a gross     back, PNJ has the reputation of being the
return multiple of 2.2x        country’s leading jewelry brand with high-
                               quality, sophisticated products
                             • Continuous innovation: PNJ has been
                               continuously adapting to consumer trends and      2015    2016   2017   2018       2019
                               launching new collections
Sources: Pitchbook                                                                                           20
Citimart, a supermarket chain, was acquired by Aeon with the aim of
increasing to 500 stores by 2025

                                                      Business Description:
Year: 2015                                            • The company engages in operating
Investor: Aeon Company                                  supermarket chains and offers groceries,
Amount: 49% acquired                                    food products, clothes, housewares and other
                                                        products to its customers throughout Vietnam
Growth envisioned from:
(i) Revenue growth                                    Reasons to invest:
(ii) Profitability increase                           • Significant room for revenue growth: Aeon
                                                                                                          Citimart Revenue
                                                        will assist Citimart in building the new brand
Exit:                                                   and controlling product quality in the hopes of
(i) Acquisition by Aeon                                 increasing the number of Aeon Citimart                         +15%
                                                                                                                              69
     Group, one of the                                  stores to 500 by 2025, which will have about             60
     largest retailing groups                           10,000 products
(ii) Similar supermarket                              • Increase in profitability: As supply chain
     chains have a good                                 improve and economies of scale kick-in, likely
     chance being acquired                              to see increase in margins
     by a larger company                              • Increase in customer loyalty: Customers
     that is looking to                                 likely to increase their loyalty to branded
     increase its presence                              stores where they can find quality and
                                                        reasonable products                                     2015          2016
Sources: Pitchbook; DealstreetAsia, Desktop research, Mekong Capital presentation                                                  21
Pharmacity can expect increased profitability with investors seeing an
exit to another PE firm or straight as an IPO
                                                      Business Description:                           Number of stores
                                                      • Founded by 3 young entrepreneurs,
                                                        Pharmacity originally operated a chain of
Year: 2019 and 2020                                     pharmacy stores; expanded its store
Investor: Mekong and                                    assortment to include health & beauty
undisclosed investors                                   products from 2016
Amount: USD 30mn.                                     • Currently, largest pharmacy retail chain in
                                                        Vietnam in terms of number of stores.
Growth envisioned from:
(i) Revenue Growth                                    Reasons to invest:
(ii) Margin improvement                               • Increase in customer loyalty: Customer
(iii) Multiple expansion                                shopping from branded retail stores           Number of customer loyalty card
      might exist for those                           • Steady increase in number of stores:          holders
      that invested early-                              Pharmacity will expand from 1,000 stores by                 1,660,000
      stage in select                                   2021 and over 1,700 stores by 2025
      companies                                       • Improvement in store level profitability:
                                                        Average basket size has been increasing by
Exits envisioned:                                       14.8% CAGR from 2018-2025 and
(i) Sell to a late stage                              • Same store sales: Continuous growth in
     VC/ PE firm                                        average transaction/store/month by 5.4%           30,000
(ii) IPO                                                CAGR
                                                                                                           2017          2019
Sources: Pitchbook; DealstreetAsia, desktop research, Mekong Capital presentation                                                 22
BIBO MART, market leader in baby retail is identified as a potential
investment target in Vietnam
Bibo Mart is the market leader in baby stores in Vietnam with a        BiBo Mart clearly satisfies all the success factors
large retail footprint and growth potential                            outlined that make it a solid potential target

                                                                    Network and scale: Rapid growth with largest
                                                                    number of stores in baby retail

                                                                    Compelling value proposition: Speciality store
                  Name: Bibo Mart
                                                                    for mom and baby products with only 1
                                                                    international competitor
                  Description: Largest retail chain for mom and
                  baby products in Vietnam                          Strong business enablers: Strong partnerships
                                                                    with international brands including Bubs Australia
                  Established in: 2006
                                                                    Strong brand equity: Number 1 company in
                  Number of stores: 140 (as of Jan 19), across 22
                                                                    Vietnam for selling high quality, branded products
                  cities, 15K SKUs

                  Valuation: $140 mn. (as of 2018)                  Local knowledge: Founder and CEO, Mrs Trinh Lan
                                                                    Phuong has built company on local consumer trends
                  Investors: 80% owned by founder, 20%
                  investment from ACA                               Omnichannel platforms: Online platform, with call
                                                                    centre to support online customers

                       Recommend to pursue Bibo Mart as a potential investment for JL Capital
Sources: Pitchbook; DealstreetAsia, Desktop research                                                                         23
⮚ Executive Summary

⮚ Opportunities in Fintech in Indonesia

⮚ Opportunities in Consumer Retail in Vietnam

⮚ Opportunities in Food Manufactoring in Thailand

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Thailand is the kitchen of the world: Food processing contributes 23%
of Thailand’s GDP

           Minimally processed                  Moderately processed                     Highly processed

  Agricultural meat and seafood           Canned and freeze-dried              Packaged food (ingredients,
                                          produces                             snacks and meals)
  •   Ranked 2nd largest exporter of
      rice and sugar in the world         •   1st as exporter of canned tuna   •   6th food seasoning exporter and
  •   Top 5 for chicken and shrimp            and canned pineapple                 1st in Southeast Asia
      exports                                                                  •   11th ready meal exporter in the
  •   Major exporter of other seafood                                              world, accounting for a 3.7%
      products

Major players include both domestic and international conglomerates:

  Sources: Thailand Board of Investment                                                                              25
Packaged food shows a strong demand forecast in APAC with a focus
on ready meal in Thai market

Packaged food outperformed global market in                        Packaged food is expected to continue
APAC and Thailand                                                  outperforming global market
(Historical Growth 2015 to 2019)                                   (Forecast growth 2020 to 2024)

                         In 2019, Ready meal
                                                                                                            10.8%
                         sales was $613M in                 9.8%
                         Thailand and $3B in
                         APAC

                                                     4.8%
                                        3.4% 3.3%                                      3.6%          3.8%
                                                                                              2.9%
                        2.5%                                            2.3% 2.4%
               1.5%

                   World                   APAC      Thailand             World          APAC        Thailand

                                                                                    Packaged Food    Ready meal
Sources: Euromonitor, Thai National Food Institute                                                                  26
In 2019, market for packaged food in Thailand reached $14B, with ready
meals as the fastest growing sector
Dairy is the largest category, followed by rice, pasta and                              Ready meal shows the highest forecasted growth
noodle                                                                                  through 2024

             Rice, Pasta                  Edible Oils                                      Annual Consumption Growth from 2020 to 2024 (%)
            and Noodles                                 Ready Meals
   Processed                                                       Sauces,
    Meat and                                                      Dressings
    Seafood                                                          and        12.0%      10.8%
 Processed                                                       Condiments
  Fruit and                                                                     10.0%
 Vegetables                                                           Soup
                                                                                8.0%                                                                                            7.4%
 Breakfast
  Cereals                                                              Sweet
                                                                      Spreads   6.0%                                                                       5.3%
  Baked                                                                                  4.8%                                                       4.8%
  Goods                                                            Baby Food                    3.5%                                         3.8%
                                                                                4.0%                                        3.0% 3.0% 2.8%                        2.9%
                                                                                                              2.5%                                                                     2.7%
                                                                                                       1.8%                                                              1.4%
  Sweet                                                                         2.0%
  Snacks                                                                                                             0.2%
                                                                                0.0%

      Savoury
      Snacks

           Ice Cream
          and Frozen                                           Dairy
            Desserts    Confectioner                            25%
                             y

Sources: Euromonitor, Thai National Food Institute                                                                                                                               27
Packaged food industry is highly developed in Thailand with Frozen and
Chilled meals accounting for ~500m USD in sales in 2019
Frozen Ready Meal has the largest sales while Chilled Ready        Four key trends explain the fast growth of Ready Meal
Meal is growing the fastest at 14.7% CAGR                          industry in Thailand

Sales of Ready Meals in Thailand by Category
Retail Value RSP – USD million                                1•    Rising middle- and upper-income consumers seek convenience
                                                                    premium meal options that are both healthy and hygienic
                                                                      •   Both frozen and chilled ready meal is taking more market share
                                                                          from instant noodles as consumers reach for more exotic
                                                                          flavours and healthier options

                                                              2•    Consumers seek fresher ingredients and less MSG in their meal
                                                                      •  Organic fruit and vegetable is still a niche segment but is growing
                                                                         quickly
                                                                      •  Produces can also command 2x to 3x in price

                                                              3•    Ready meal serving aging population present an untapped growth
                                                                    opportunity
                                                                      •   CPRAM target elderly segment and hospital patients with easy to
                                                                          chew meals such as boiled pork rice with low sodium

                                                              4•    Halal meal export market also present a significant growth
                                                                    opportunity
                                                                      •   Global market estimated to worth $1.6T in 2018 (16% of total
                                                                          global food industry)
                                                                      •   In Thailand, there are more than 8,000 factories and over
                                                                          150,000 products that received halal certification

Sources: Euromonitor, Thai National Food Institute                                                                                 28
Thailand Packaged Food Manufacturing: Recent PE & VC Investments
                            Date                       Targets                          Acquirer                      ($US)           Stake

                        09-09-2019                Srithai Daily Foods             Navis Capital Partners               N/A         N/A (Minority)
  Minority
                                                                                     Dusit Thani PCL
Investments             03-02-2018             NR Instant Produce Co Ltd                                             $21,06M          25,98%

                        09-08-2011                S&P Syndicate PCL           Minor International PCL (MINT)         $11.51M          5.04%

                         IPOs Valuation                                           Notable acquisitions

                                                                                       Date                Targets     Acquirer       ($US)

                                                                                                                      Thai Foods
   Exits                                                                            17-06-2019
                                                                                                                        Group
                                                                                                                                     $9.26M

                                     $40.16m raised            $4.8m raised
                                     corresponding            corresponding
                                      to 26.09% of              to 20% of                                            Nippon Pack
                                         equity                   equity            21-07-2016                                        $2.5M
                                                                                                                         PCL

   Sources: Euromonitor, Pitchbook                                                                                                      29
Recommend to target healthy ready meal, frozen fruits or halal food
segment by local producers
Ride the domestic ready meal boom
 ⮚ Seek small to medium sized manufacture catering to premium urban consumers
 ⮚ Products offering should focus on premium healthy ingredient that are low in MSG
         ▪ It is important to identify point of differentiation from market leader such as CP, who offers various selections of
           ready meal through a strong network of owned convenience stores (7-eleven)
 ⮚ Consider alternative channels to serve consumers
     ▪ Several “clean food” players utilize deliver directly to home and offices
     ▪ Alternatively vending machine at residential condominium is an emerging route to reach young urban consumers

Focus on businesses that export halal, fruits and ingredients to APAC

 ⮚ Help halal certified manufacturers expand their export market and geography
 ⮚ Identify processed fruits business with strong distribution partners in China and domestic supply chain with
   growers
      ▪ Differentiate produce through different processes such as freeze drying, baking or steamed sulfuring
         ▪ Mango, durian, mangosteen and coconut are the primary exports to China
 ⮚ Identify manufacturer of ingredients such as seasonings and condiments that are in demand in APAC
      • Thailand has significant cost advantages as raw materials such as sugar, chilies and spices are locally produced

 Sources: Euromonitor, Desktop research                                                                                           30
Potential target: JM Food, a major frozen and chilled ready meal
 provider captures both domestic and export market
         JM Food provides ready-to-eat Thai meal and ingredients including chilled and frozen meals & fruits, stir-fried
         kits, sauce, and bakery. The company also offers food catering services and operates food court stalls

                                                                      Product selection: Diverse product selections
                                                                      that include chilled and frozen meal and fruits.
                                                                      Potential to increase selection of healthy options

                                                                      Certification and safety standard: Facilities are
               Name: JM Food Industry                                 Halal and HACCP certified; FDA registered

               Business line :
                                                                      Distribution network: Strong domestic
               1) Manufacturer of chilled and frozen meal
                                                                      distribution through large discount supermarket.
               2) Provide catering services to event and banquet
                                                                      Well known OEM capability for importers. Potential
               3) Operate food stalls (food court)
                                                                      to leverage owned-brand for exports and direct
                                                                      distribution to local urban consumers
               Market: Export 20%/ Domestic 80%

                                                                      Market potential : JM Food can leverage the
               Established in: 1982                                   strong growth trend of domestic healthy meal and
                                                                      international demand of halal food

Sources: JMFthailand.com; Bangkokcompanies                                                                                 31
Backup

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Manufacturing is seeing recent growth given global trade wars; Large
retail stores are stealing market share from traditional stores
 1                                                                      2
     Manufacturing                                                          Large retail stores

     Macro factors:                                                         Macro factors:
     • Improvement logistics and real estate; increase consumption          • Rapid urbanization; rapid growth of middle-class population
        due to growing middle class                                         • Wtinessing 11% growth since 2016; ranked 6th best destination
     • Given current trade wars with China, increased emphasis on              for retail investment
        manufacturing locally for value-added products                      • Heightened concern factors for food safety and hygiene
     • International companies (e.g. Samsung) shifting to Vietnam for       • 75% still owned by mom and pop stores – ripe opportunity for
        manufacturing to diversify supply chains                               growth of chains

                                                                            Business model factors:
     Business model factors:
                                                                            • High investment multiples in the retail (MobileWorld divested
     • Risks: Finding qualified professionals to work in the
                                                                               for a 57x return)
        manufacturing space
                                                                            • Risks: Uncerntainity of government regulations impacts import
                                                                               of food; US products still expensive to middle class HHs because
                                                                               high high import duties

     Past deals:                                                            Past deals:
     • 2019: VinaCapital Group (USD 21.4 mn.) invested in Ngoc              • 2008: Mekong and Vina Capital (USD 8 mn.) invested in Phu
         Nghia Industry                                                         Nhuan Jewelry
     • 2016: AIF Capital (USD 15mn.) invested in Rochdale Spears            • 2019 and 2020: Mekong and undisclosed investors (USD 30 mn.)
     • 2016: Stellus Capital Management (USD 6 mn.) invested in T.F             invested in Pharmacity
         Hudgins                                                            • 2019: GIZ (USD 500 mn.) invested in WinGroup

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Education and logistics are growing segments in Vietnam given the high
rate of urbanization and shift to middle class
3                                                                            4
    Logistics                                                                    Education
    Macro factors:                                                               Macro factors:
    • E-commerce is growing rapidly and being dominated by                       • 3rd largest young population; rapid urbanization; 41% population less
      international players allowing for local companies to help with              than 24 years old ‘golden demographic’
      logistics                                                                  • Rising middle class who desire to send kids to international school; new
    • E-commerce logistics and the industry expected to reach an average           decree accepts 50% locals in international schools
      growth of 42 percent every year until 2022                                 • Strong desire to excel in the English language
    • Logistics accounts for 18% of GDP (higher than most countries) with        • State-owned universities and colleges only have capacity for 600,000 of
      scope for improvement                                                        the 1.8 million candidates who undertake the national university
    Business model factors:                                                        entrance examination
    • 100% foreign owned logistics company not allowed under the laws            Business model factors:
      of Vietnam giving room to local players                                    • Lean and capital efficient business models for some of the more
    • 75% of e-commerce happening in two ciites allowing for focused               innovative education platforms
      logistics opportuniteis                                                    • Raised investment level for foreign investors decreasing compeititon of
    • A series of M&A deals in the logistics industry took place in 2019           investors
      reflecting consolidation in the industry                                   • Focus areas: International schools, private schools, testing centres,
    • Risks: Primairly cash-based economy limiting use of online logistics         online education platforms
      platform;                                                                  • Risks: High taxation; complicated entry barriers for investors
    Past deals:                                                                  Past PE deals:
    • 2016: Mekong invested in ABA Cooltrans                                     • 2017 and 2019: Mekong (USD 4.9 mn.) and Kaizen (USD 10 mn.)
    • 2016: Bravia Capital invested in Bac Ky Logistics                            invested in Yola
    • 2017: Mekong invested in Nhat Tin Logistics                                • 2017: LBO by TPG in Vietnam Australia International School
                                                                                 • 2019: Navis Capital buyout of Than Than Cong education platform
                                                                                                                                                 34
Opportunity for Thai food manufacturer to serve the growing Asia Market;
Rising middle class and tourists drive F&B demands
  1                                                                     2
      Manufacturing (especially in food)                                    Food & Beverage & Hotels

      Macro factors:                                                        Macro factors:
      • Rich natural resoruces and raw material (80% of raw material        • Tourism has been the fastest growing sector with revenue from
         is locally produced)                                                  forist tourist representing a CAGR of 16.5% from 2009 to 2018
      • Supportive skileld labor resource                                   • Food Retail has experienced a tremendous growth
      • $45B governemnt investment in Eastern Economic Cooridor.
         $15B is dedicated to transforming manufacturing industries         •  Large active corporate accquirers such as Thai Beverage and
                                                                               Minor international
 Business model factors:                                                    Business model factors:
 • Producing of healthy, functional (eg high-fiber) or specialty food       • Tap into rising urban consumer spending power: upper end
   (halal)                                                                    coffeeshop and restaurants, driven by western food trend
 • Production of high valued added food such as organic fruits,
   dried/frozen fruits
 • Target facilitates for foreign food corporates for expansion in SE
                                                                            Past deals:
   Asia.
                                                                            • 2019: Bonchon (Chicken Time) was acquired by Minor
                                                                                International for $63 M
                                                                            • 2019: Santa Fe Steakhouse was aqquired by Boonrawd Brewerly
      Past deals:                                                               for $50 M
      • 2019: BTM Thailand was acquired by Breaktalk for $5.14M             • 2019: MK Restaurant Group acquired in early September a 65%
      • 2018 Mighty International was acquired by Frutarom                      stake in Laem Charoen Seafood for ~700M
          Industries for $20M to expand capabilities in Asia                • 2017: Express Food (Restaurant operator) received $15M from
      • Other startup:…                                                         Lombard capital (PE firm)
                                                                            • Other startup: Hungry Hub (A), Happy Fresh(C) ,Eatigo (B) 35
Internet-based businesses have the highest potential in Indonesia,
market not saturated yet
  1                                                                     2
      Fintech lending (specifically B2B)                                    Online Gaming (specifically mobile)

      Macro factors:                                                        Macro factors:
      • E-Payments market has grown at 15-20x over last 5 years             • Increasing time spent by people on social media
      • CC penetration is quite low                                         • Rising internet penetration outside of Java
      • Regulatory environment is becoming more favorable

 Business model factors:                                                    Business model factors:
 • Fintech loans are quite low in terms of overall transaction volume       • Content/development side of gaming has high potential; high
 • Fintech ecosystem is broken for B2B – not many lenders                     margins
                                                                            • Small gaming revenue relative to population, low penetration

  Past deals:                                                               Past deals:
  • 4 major players exist in the e-money space right now: Ovo,              • xx
      Gopay, Dana, Linkaja. ShopeePay is emerging as the 5th player
  • 100+ Fintech players for B2B lending, no clear leader

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