As per the NRB’s latest Financial stability data,
the country has 30 commercial banks, 82 development banks, 59 financial
companies and 37 micro-finance companies. The number shows that there is tough
competition among banks and financial institutions (BFIs) forcing them to face
multiple challenges. The major one is surely the capital base. The introduction
of merger policy has created opportunities for banks to increase their capital base.
At the same time, the BFIs are also going ahead with Initial Public Offerings
(IPOs) to increase their capital base. In this issue, New Business Age tries to
present an overview of how the Nepali banking sector is going about with
mergers and IPOs.
The trend of announcing merger plans by the
banks and financial institutions (BFIs) has gathered pace in recent months.
According to Nepal Rastra Bank, a total of 28 banks and financial institutions
(BFIs) have already merged with each other reducing the total number of BFIs by
15. Similarly, some 24 BFIs have already received Letter of Intent (LoI) to be
merged with one other, and upon completion of this process, the total number of
BFIs will reduce by another 14. And, other 12 BFIs have applied for the LoI.
Once these too complete the process, the number of BFIs will be reduced by
additional 5.
This shows that in spite of several weaknesses
to implement monetary policy, Nepal Rastra Bank (NRB) has become quite
successful in implementing its merger policy. Earlier, the central bank had
announced packages of rebates, discounts, waivers and facilities to the BFIs
opting for mergers. But now, the bankers themselves believe that merger has
become compulsory for many banks which are suffering from the problem of low
capital base and limited geographical coverage.
Similarly, a wave of Initial Public Offerings
(IPOs) has started among the new BFIs. In the last Nepali calendar year that
ended on mid-April, 20 BFIs issued IPOs, issuing shares worth Rs 5.6 billion.
More offering such IPOs are in the pipeline. Though BFIs can increase their
capital base also through Further Public Offering (FPO) of their shares, very
few of them have opted for this route.
Need for Merger
Apparently, the universal objectives of the
merger or acquisition are to consolidate the capital, reduce operational
expenses, expand business and maximize profits.
However, in our case, mergers of three
distinct natures now seem to be in the offing.
Firstly, relatively large institutions are
planning to create a larger capital base so they could compete with global
players who could potentially begin their operations here owing to WTO
arrangements.
The second type of merger would be compulsive
of sorts as the NRB has asked the BFIs belonging to the same business house to
integrate without any “ifs and buts’’.
The third types are those who fear the
complete meltdown if they fail to merge soon to consolidate resources,
introduce corporate best practices and reduce expenses.
Consolidation is becoming increasingly
necessary as banks are struggling to give returns to their shareholders. Almost
all BFIs are eyeing mergers, and the number of BFIs will come down notably in
the next three years.
However, bankers say more incentives are
needed to speed up mergers, particularly between commercial banks. For example,
they have been demanding decrease in corporate income tax to 20 percent from
the current 30 percent for a merged BFI.
As there is no environment for increasing
capital by issuing rights shares and bonus shares as that will not be enough to
raise capital to the required level, finance companies have no
other option than to go for a merger. Many finance companies have thought
that’s it’s better to opt for a merger than to face action from the central
bank for failing to increase the capital to the required level next year.
Also the shaken public confidence on towards
banking institutions due to recent problems in the banking sector and their
inability to give proper returns to their shareholders, has forced the BFIs to
increasingly lean towards consolidation.
Consolidation is necessary also to increase
the paid-up capital since the possibility to increase of paid up capital by
issuing rights shares is very slim. Moreover, the size of loans being demanded
by single borrowers has been increasing in recent years. So, BFIs having low
paid-up capital cannot fulfill such demand.
Similarly, merger becomes an urgent need also
because due to the terms agreed by Nepal while gaining membership of World
Trade Organisation (WTO), financail services sector is open for foreign
investors beginning 2010. So, foreign banks can open their branch in nepal. If
big foreign banks open their branches in Nepal, the Nepali banks with small
capital base may not be competitive.
The Journey of BFIs Mergers in Nepal So Far
The journey of merger of Nepali banks began
nine years back. In 2004, Laxmi Bank merged into it Himalayan Saving and
Finance Company (HISEF), and it was done according to the broad provisions of
Company Act and Bank and Financial Institution Act (BAFIA). The then Narayani
Finance and National Finance had merged to become Narayani National Finance
following the same Acts. Similarly, Himchuli Development Bank and Birgunj
Finance merged and became H & B Development Bank a also merged under the
same act.
That experience highlighted a need for
special rules to govern this process. But was only in May 2011 that
Nepal Rastra Bank came up with a special rule to facilitate mergers between
BFIs.
When Nepal Rastra Bank (NRB) introduced the
Merger By-laws in May 2011, many had still doubted whether Nepali banks and
financial institutions (BFIs) would go for mergers as the concept was a
relatively new for the country. That doubt seemed valid for some time.
But soon a merger spree started among BFIs. Birgunj Finance and Himchuli Bikas
Bank sought LoI from NRB in 2004 and completed their merger the same year
becoming H&B Development Bank. The process gained memorandum after that.
As the list on the box shows, most of the
BFIs that have chosen to merge are development banks and finance companies
merging with another institution of same category or with a commercial bank.
However, lately commercial banks too have started merging with another commercial
bank. The recent such example is the merger process started by Bank of Asia
Nepal and Nepal Industrial and Commercial Bank Limited.
Major Provisions of Merger By-Law
1.
‘A’, ‘B’ and ‘C’ class financial institutions
can merge into each other. ‘D’ class FI can merge with another ‘D’ class FI
only.
2.
FIs that want to merge should form a separate
merger committee and sign Memorandum of Understanding (MoU).
3.
The due process including MoU should be
completed before applying to the Nepal Rastra Bank (NRB)for Letter of Intent
(LoI). NRB should hold a meeting within 15 days of receiving LoI application.
4.
NRB decides whether to issue LoI or not after
conducting discussions and detailed study of concerned institutions.
5.
Due Diligence Audit should complete within
six months of receiving LoI from the central bank.
6.
The detailed factual report comprising assets
and liabilities of concerned institutions should be submitted to the NRB.
7.
Copy of the decision regarding name, address
and share ratio of concerned financial institutions should be submitted to NRB.
8.
Action plan of concerned financial
institution including date of operation after merger process is completed
should be submitted to NRB.
9.
Other documents as prescribed by the NRB
should be submitted to NRB.
NRB can ask for merger if the following
situation prevails:
1.
In case representatives of a family, business
group, firm or company are found assuming posts in the boards of directors of
two or more BFIs and/or their financial conditions remain unhealthy.
2.
If the non-performing loans (NPL) exceeded 5
percent of the total loan portfolio for 3 consecutive years.
3.
Increase in systematic risk (i.e. in a
situation when a BFI seems likely to fail to meet liabilities).
4.
If independent operation of a BFI is causing
negative impact on the banking system.
5.
If a BFI faces prompt corrective action (PCA)
for three times or more.
6.
If NRB finds that merger of systemically
important BFIs will strengthen the entire banking system.
Facilities for Merger
The new regulations have pledged relaxation
on provisions for capital structure, shareholding limit for promoters, credit-deposit
ratio, borrowings limit for promoters and deprived sector lending, among
others.
If the merger causes increase in the
shareholding percentage of any promoter beyond the stipulated limit, such
promoters get five years time to bring down their stake within the limit.
Likewise, merged institutions are allowed
additional three years to bring CD ratio down to the of 80 percent. Similarly,
promoters get additional three years to bring their borrowing (loans) down to
less than 50 percent of the total shares they hold in the merged BFI.
In a bid to lure BFIs to merger, the central
bank has even promised a discount in refinance rate by one percentage point to
the merged institution. It has also offered to lower penal rate on standing
liquidity facility by half for three years in case two or more BFIs merged into
one.
The central bank has also opened upgrading of
fianancial institutions relaxed the restriction on upgrading of a BFI to
encourage merger. A BFI can upgrade to higher category (category ‘C’ to ‘B’ and
from ‘B’ to ‘A’) if the institution seeking to upgrade is formed through a
merger).
The rules also promise to recommend to the
government for exemption of taxes in case a BFI faces losses during the course
of merger facilities include the time duration of using SLF will be expanded to
30 days from the existing 5 days for three years after completion of merger
process. NRB can provide other facilities according to the need of the
banks.
Challenges of Transition
Most of the consumers do not get sense of
transition of banks merger because in an ideal case, all banking services
continue to function normally even during the transition. ATM cards work,
checks consumers write do not bounce and consumers will be able to get the all
services.
However, banks face several problems
during the transition. Among others major challenges of merger are as mentioned
below:
1. Brand Name
The identity of the institution in the market
is through the brand name. The image of an entity is joining with a brand
image. So, the settlement in the brand name of the newly formed merged entity
is essential.
2. Composition of board of directors (BoD)
and shareholders
The major decision makers in any entity are
the board of directors and the shareholders. If the disputes arise among these
people, the performance as well as the future of the entity will be directly
hampered. So, the number as well as the persons that should represent at the
BoD should be settled in cool mind.
3. Structure of the new management team
The new merged entity comprises of the
management team from two or more different entities. So, clear visions should
be set-up for making the new management team which could handle the merged
organization in coming days.
4. Employees Management
As the organization is merged, at the same
time the employees also come together. The major assets any organization is
human resources. So, if the merged entity can not handle properly the
grievances of the employees, the situation of disputes may arise.
5. Ownership Division
The problem of division among the ownership
might arise in the merged entity. The questions of shareholding as well as
takeover of the share equity might create division among the shareholders.
6. Banking Software
Various types of software are being used by
the BFIs for the smooth operation. Huge cost and efforts had been gone in
maintain the software in an organization. But if the two different entities are
using two different types of banking software, the problem as well as cost may
arise in the settlement of the books of accounts.
Need of Separate Acquisition Law
Acquisition is, however, yet to come under
the legal regime in the country. The central bank has said that it has been doing
necessary preparations to introduce a separate legal mechanism on acquisition
to encourage consolidation of the financial sector. Acquisition of financial
institutions is difficult at present since there is no related legal provision,
says CEO of Kailash Bikas Bank Krishna Raj Lamichhane who is also the president
of Development Bankers Association.
NRB officials say that about half a dozen
banks had held talks with the central bank about the possibility of acquiring
regional development banks and finance companies to reach out to new areas.
Acquisition is a relatively faster process as the challenges of merger such as
it can be done once the buyer and the seller reach an agreement. Bankers say
the introduction of legal provisions for acquisition will help bring down the
number of BFIs in the country. The central bank needs to be careful while
issuing new licenses and also the ability for smaller banks to withstand the
economic crisis.
IPO Attraction
The Nepali investors have been showing very
encouraging response to the IPO of the company, especially of commercial banks.
The data of Securities Board of Nepal (Sebon) reveals that 22 companies have
got approval for the IPO from mid July 2012 to till the mid May of 2013. Shares
worth of Rs 5.78 billion came in the market during this period. Of the total 22
companies, eight development banks, eight commercial banks, three finance
companies, one insurance company and one hydro-power company.
The Direction Ahead
The foremost challenge to the country’s
banking sector in the realm of merger of banks is to create an environment
where major financial institutions will go for merger voluntarily, says Upendra
Paudyal, vice-president of Nepal Bankers Association (NBA).
The overall financial health of merged
institutions has been found to be improved so far, he opines, saying the
primary intention of the merger should be to strengthen capacity of concerned
banks and financial institutions.
The policy taken by the Nepal Rastra Bank has
resulted in positive signs since the market players in the arena of banks and
financial institutions have saturated, adds Paudyal says. “Merger bylaws have
played very crucial role in lowering the number of BFIs.”
But there is a question about the way forward
of merger in the banking sector. The mathematical aspect has been highlighted
so far by both the government and the BFIs, Paudyal says. It is cultural aspect
which largely determines the success of merger. Sincere effort from all
concerned parties is a must to make a merger journey a great success in the
counry, he concludes.
In Nutshell
The first case of merger between BFIs in
Nepal was the merger of HISEF Finance Ltd into Laxmi Bank Ltd in 2004
BFIs that have merged already
·
Himchuli Development Bank & Birgunj
Finance forming H&B Development Bank Ltd
·
Narayani Finance & National Finance
forming Narayani National Finance
·
Nepal Bangladesh Bank & Nepal-Sri Lanka
Merchant Bank forming Nepal Bangladesh Bank Ltd
·
Kasthamandap Development Bank & Shikhar
Finance forming Kasthamandap Development Bank
·
Business Development Bank & Universal
Finance forming Business Universal Development Bank
·
Machhapuchchhre Bank & Standard Finance
forming Machhapuchchhre Bank Ltd
·
Global Bank & IME Financial Institution
& Lord Buddha Finance forming Global IME Bank Ltd
· Infrastructure Development Bank & Swastik
Merchant Finance forming Infrastructure Development Bank Ltd
·
Annapurna Development Bank & Suryadarshan
Finance forming Supreme Development Bank Ltd
·
Vibor Bikas Bank & Bhajuratna Finance
forming Vibor Bikas Bank Ltd
·
Alpic Everest Finance & Butwal Finance
& CMB Finance forming Synergy Finance Co Ltd
·
Shine Development Bank & Resunga
Development Bank forming Shine Resunga Development Bank
·
Pashupati Development Bank & Udyam
Development Bank forming Axis Development Bank Ltd
·
Prudential Finance & Gorkha Finance
forming Prudential Finance Company Ltd
·
NIC Bank & Bank of Asia forming NIC Asia
Bank Ltd (Process ongoing)
Letter of Intent (LoI) Received
·
Premier Finance & Imperial Finance to
form Premier Imperial Finance
·
Royal Merchant Banking and Finance, Rara
Bikas Bank & Api Finance
·
Araniko Development Bank & Surya
Development Bank
·
Central Finance Ltd & Patan Finance Ltd
·
Diyalo Bikas Bank Ltd & Professional
Bikas Bank Ltd
·
NDEP Development Bank & Hama Finance Ltd
·
Siddhatha Development Bank & Public
Development Bank Ltd
·
Five Regional Development Bank to form One
National Level Gramin Bikas Bank
·
Shangrila Development Bank Ltd &
Bagheshwor Development Bank
LoI In Pipeline
·
Lalitpur Finance Ltd & Progressive
Finance Ltd
·
Sagarmatha Merchant and Finance Ltd
& Reliance Finance Ltd
·
Social Development Bank & Corporate
Development Bank
·
Vibor Bikas Bank & Kist Bank Ltd
·
Manakamana Development Bank Ltd,
Infrastructure Development Bank, Yeti Finance Limited & Valley Finance Ltd.
·
Khadbari Bikas Bank & Birat Laxmi Finance
·
Global IME Bank & Social Development Bank
Ltd.
Problems of Merger
The country’s banks and financial sector
witnessed a significant change with the introduction of merger bylaw by Nepal
Rastra Bank (NRB), the central regulatory body of banks and financial institutions
(BFIs). The bylaw has provided unique opportunities to BFIs to overcome the
problem of capital inadequacy.
Nepal Rastra bank enacted merger bylaw in
2011 and the pace of merger have accelerated after that. The reasons of mergers
among banks and financial institution is obvious, they want expand their
presence in the market. Some major reasons of merger are as mentioned below:
Increase capital base: The
reason of most of the mergers is that banks want to increase their capital
base. The central bank has urged banks to enhance capital base to expand their
services into the urban areas especially in the capital.
Expand services: Banking
consolidation helps concerned institutions expand their services. For instance,
merger provides opportunities of utilizing each other’s brand and public
relation jointly. Banks and financial institutions can expand their services
after increasing their capital base. Similarly, merger helps banks to increase
investment capacity that will make them capable of investing in huge projects.
Implementing new and innovative ideas: Banking
consolidation through merger will allow BFIs to explore chances of coming up
with innovative ideas. Together, the banks and financial institutions can
enhance their operation system and implement effective management.
However, the process of merging of banks and
financial institutions is not free of hassles. There are basically two types of
hassles to complete the merger process: i) external or created by the regulator
and ii) internal or the managerial problems within banks and financial
institutions.
At present, the central bank has made it
mandatory to stop trade of shares after starting the merger process which, I
think, should be changed. I do not see any logic and rationale behind this
provision.
Similarly, the government does not provide
any facility to the banks and financial institutions which want to be merged. I
feel that the government should reduce corporate tax to 25 per cent from
existing 30 per cent for five years after merger process complete. It is
necessary because BFIs should invest huge chunks of money in managerial
activities to complete the merger process. It is really challenging to ensure
smooth transition and resolution of conflict likely to surface among the staff
due to hostility, ego clashes or layoffs during the merger process.
It is a fact that the existing merger process
between various financial institutions seem to be more forceful in nature. I do
not mean that the Nepal Rastra Bank has put any pressure for mergers but the
circumstances have made BFIs merge. I think the government should create an
environment where banks and financial institutions voluntarily show their
readiness to be merged.
(Writer is Chairman of Development Bankers
Association and CEO at Kailash Bikash Bank)