Serbian banking market entrance - KPMG | US · PDF fileOption 1. Start-up the business “...

Serbian banking market entranceSeptember 2016

© [year] [legal member firm name], a [jurisdiction] [legal structure] and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved..

Document Classification: KPMG Confidential

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Contents

Page

Introduction 3

Option 1 / Start-up 4

Option 2 / Acquire one of the local banks 7

Option 3 / Cross-border operations 9

KPMG landscape 11

Why KPMG 14



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Before we start our discussion on ways to enter local banking market we would like to briefly introduce you to Serbian banking market.

Quick facts about local banking market

Options for entering Serbian banking market at the moment:

Local regulation allows three options for entering Serbian banking market. Each of these options has its own strengths and weaknesses.

In following pages we have provided brief explanation for each of them. We tended to stay brief, highlight most important aspects and provide valuable insights.

These are the options:

Welcome to Serbian banking marketIntroduction

1. Establish new bank

3. Cross border activities with representative office

in Serbia2. Acquire one of the

local banks

KPMG provides various transaction related services which include:

Pre-deal services (research, analysis, regulatory advisory, etc.) Deal Adviasory services (due diligence, valuation, etc.) Post-deal services (audit, financial advisory, tax advisory, legal advisory, etc.)

Full IFRS applied

National Bank of Serbia

(NBS) supervises

banks

Basel 2 in force till the

Q2 2017 and then we move

to Basel 3.

Regulation strategically

tends to align with EU

regulation

Recovery and resolution provisions

implemented

30 banks service around 7.1 million

citizens and 87 thousand

companies

ROAE at 1.6.% as of Q4 2015 for the whole market. Four banks realized

double digit ROAE. In first quarter of 2015 profitability seems to be

improving and average ROAE was at 9.15%.

AQR was performed for the first time in

2015. This influenced P&L.

Total assets in amount of nearly 25

billion EUR

Nearly 24 thousand

FTE at local

banks

High overall capital

adequacy and

liquidity

Full flexibility to set-up everything. Starting

capital required.

Low on required resources

Start with existing client base and resources

Fully licensed bank Fully licensed bankNo license or only

representative office

You can start today.You can start soon.Takes some time.

Option 1Start-upthe business“ It is easier to build strong children than to repair broken men.“(Frederick Douglas)



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Set-up procedure explained in eight simple stepsOptions for entering Serbian banking market / Option 1

Prepare/assist in preparation of: foundation act and proposed articles of association (statute); business policy and strategy of the bank for the period of three years; programme of activities for the first business year; risk management strategy and policies and proposed capital management strategy; other statutory documentation.Quick win: Not only that we prepare them but we ensure that documents are fully complied with relevant local regulation.

Activity Time needed How can we assist you?

Time needed for preparation can

vary significantly.

2. Application for preliminary bank founding permit

Manage relationship with NBS.This includes regular communication with NBS, our participation in all meetings with NBS and advisory services through the whole process.Quick win: We have strong relationship with regulatory bodies. We know their prescribed rules, but implied ones as well.

NBS has 90 days after receiving

complete application (could be more due to

incomplete documentation)

3. Decision of NBS and Receiving

preliminary bank founding permit

4. Application for bank operating

license

Bank has only 60 days for preparing

everything and applying for

operating license

Prepare/assist in preparation of: documentation regarding capital; documentation regarding business premises and equipment; documentation regarding IT; documentation regarding selection of external auditor; organization and systematization rulebooks and schemes; other documentation.

5. Decision of NBS and Receiving

operating license


complete application. (could be more due to


6. Founding assembly and

adoption of acts

Bank has only 30 days for organizing founding assembly

and all related activities

Organize founding assembly We will ensure that all acts are properly prepared/adopted, and we will assist you wit submission of documentation to NBS.


complete application. (could be more due to


7. Receiving consents from NBS

(to acts of the founding assembly, acquisition of ownership, management

appointment)

Manage the whole project (PMO)Quick win: This will ensure fulfillment of all prescribed terms and conditions with minimum resources, efforts and time possible.

1. Let’s start with the set-up!

8. Registration in APR

Bank has 30 days for registration

Help you with the registrationFrom this moment on the legal entity starts to exist.

You need to provide only 10.0 MEUR as share capital and probably additional 0.5 – 1.0 MEUR more for starting up the business.

Leave the rest to us. Let us guide you…

We’ve done it!Let’s start doing

business…

Note on RegulationLicensing procedure is defined mostly by: Law on Banks Decision on Implementing the Provisions of the Law on

Banks Relating to Granting of Preliminary Bank Founding Permit, Bank Operating License and Consents and Approvals by the National Bank of Serbia

Other relevant laws and NBS decisions



6

Compliance

NBS supervision

Internal audit

Results

Risk management

External audit

Pillar 3 review assistance ICAAP review assistance Risk management review Other internal audit related

services

Post transaction servicesOptions for entering Serbian banking market / Option 1

A good introduction to universe of requirements that will face bank after the successful transaction is by explainingin brief requirements for internal and external controls. The Bank is subject to external controls (supervisor andaudit) and system of internal controls (internal audit, risk management and compliance). Without going into toomuch details note that this has huge impact on processes, internal regulation, resources (HR, IT and other),organization, methodologies and results.

Example / Organization and internal acts impact From organizational perspective, the Bank is obliged to have specialized organizational units for each part of

the system of internal controls, i.e. organizational units that will serve as internal audit function, risk managementfunction and compliance function. Bank has to ensure that no conflict of interest is present between front andmiddle & back office up to the level of executive board members. Minimal authorities and hence responsibilitiesfor each function of system of internal controls are prescribed by the Law on Banks and by specific decisions ofNBS. Also, from the internal regulation perspective, there are prescribed minimal requirements in terms ofstrategic documents (risk appetite, strategies, plans, budgets, policies) and operative documents (procedures,manuals, etc.).

Ensure implementing best practices for risk management suitable for local market and bank needs

Reporting and internal acts improvements

Assistance for regular and contingency planning

Assistance for performing Stress tests

Classification and Provisioning review & enhancement

Capital planning and management enhancement

etc.

Perform simulation of comprehensive NBS onsite supervision

Assistance for addressing any finding that NBS supervision may have

Perform external audit

Full compliance with local regulation and practices in all areas (risk management, AML&FT, finance & accounting, ALM and FTP, payment services...)How can we help

you with all that?

Establish controlling function

Establish ALM function

Establish and calibrate FTP bearing in mind local particularities

Option 2Acquire one of the locals“ I have never cared what something costs. I care what it’s worth.“(Ari Emanuel)



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Buying one of the local banksOptions for entering Serbian banking market / Option 2

Find perfect candidateOne of the pre-transactional services that we provide is comprehensive and in depth analysis of all banks in Serbia in order to find perfect candidate for acquisition.

Another option to enter the market is to acquire one of the local banks. There are around 30 banks at the moment in Serbia and there are opportunities for buying one of them.

Preview of potential candidates

The following table provides brief information on some banks and selected key indicators that in our opinion would be open to negotiations:

Selected key indicators

Banking market Findomestic Jugobanka Opportunity VTB Alpha Marfin

Total assets (MEUR) 24,757 115 11 97 99 625 184

Total equity (MEUR)* 5,128 30 9 17 17 91 23

CAR** 21.46% 25.13% 87.83% 22.31% 21.75% 20.78% 6.88%

ROAE 9.15% 2.85% -3.07% 19.82% 1.46% 5.26% -13.58%

ROAA 1.92% 0.70% -2.59% 3.56% 0.22% 0.73% -1.89%

Interest Margin 4.15% 7.56% 3.12% 13.09% 3.33% 3.85% 2.73%

Cost/Income 65.90% 87.59% 140.80% 67.07% 95.91% 101.33% 141.37%

Loan/Deposits 82.98% 117.12% 112.46% 135.48% 75.09% 101.72% 124.17%

Liquidity ratio*** 2.09 2.01 n/a 4.35 3.02 3.06 2.61

Number of branches 1,718 26 27 22 3 82 18

Number of FTE 24,175 286 108 293 78 971 288

Notes:

* Limit set by relation is 10 MEUR.

** In Serbia there capital adequacy is calculated according to Basel 2 standard. Minimal CAR is 12%.

*** This is ratio calculated according to local rules. However, quantities studies for implementation of Basel III performed by NBS showed that it could serve as a good proxy for LCR.

Information for financial ratios and number of FTE is provided as of Q1 2016, for CAR and liquidity ratio as of Q4 2015 and for number of branches as of Q2 2016.

Full Financial, Tax and Legal Due Diligence servicesKPMG has expertise in providing financial, tax and legal DD services covering the whole process as illustrated in the following graph:

Initialassessment

Marketevaluation

Pricinganalysis

Dealstructure

Duediligence Documentation Integration

Option 3Do it cross-border"Borders may divide us, but, paradoxically, they're also the places where we're nearest to one another."(Ken Jennings)



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What cross-border opportunities could be explored?

In case you opt for cross-border business we believe that opportunities could be further explored for following products/services:

Investment products(securities, advise, research, wealth management, portfolio

management, etc.)

Performing cross-border operations

Cross-border business

One of the options certainly is cross-border business. This option requires the least of resources, however it is subject to many limitations and could involve some regulatory and legal risks if not approached correctly.

In case you decide on cross-border operations we would strongly suggest that you carefully analyze FX regime rules and other regulation that is linked to cross-border business. Based on our previous experience on preparing cross-border catalogues we know that this could be quite challenging task.

Depending on the scale of desired operations in Serbia we would certainly advise that you assess possibility for establishing representative office here in Serbia. Since there are rules for marketing, using brand name and word of “bank”, contacting prospect and existing clients, providing them products and services could be easier with registered legal entity here in Serbia.

FX regime

In Serbia the local currency is Serbian Dinar. Currently RSD/EUR exchange rate equals around 123.23 (middle exchange rate of NBS). This rate has been rather stable in last few years. It is formed freely, but still it is controlled by NBS in way that excessive oscillations imply NBS action to ensure financial stability.

Options for entering Serbian banking market / Option 3

Representative officeAlthough cross-border activities could be performed without opening representative office we believe that significant/material presence on the Serbian market would surely require it.

Through representative office you could establish solid relationship with the National bank of Serbia, perform necessary research and analysis of potential opportunities in the market.

Finally, this option could be used as transitional step towards fully licensed operations in Serbia.

Process for opening the representative office in Serbia is similar to the one we provided for bank set-up but less demanding.

LoansBankingAccounts

Paymentservices(credit cards, e-banking…)

Main regulatory challenges?

Due to fact that these are FX related activities, and bearing in mind previously said about FX regime in Serbia, it is logical to presume that these activities are closely monitored by the NBS and other regulatory bodies.

Thus, it is reasonable to expect some regulatory and legal challenges on the way, but still we believe that with our help this could be doable. Green and Red circles represent our preliminary assessment on where more difficulties should be expected (red/more difficulties, green/less difficulties) in order for you to better understand our regulatory landscape in terms of cross-borders.

KPMG landscape



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Our services include:• Audit in accordance with IFRS • Audit in accordance with local

regulations • Audit in accordance with US

GAAP• Review of financial statements• Diagnostic study• IFRS training

Our services include:• Corporate and Business Tax

Services• Global Tax Services• State and Local Taxes• Property Taxes• Indirect Taxes• Tax Services provided to

Individuals• Legal services

Our services include:• Acquisition Due Diligence • Vendor Due Diligence• Risk advisory services• Introduction of reporting

package• Financial modeling• Valuations• M&A• Regulatory advisory

KPMG International

Attitudes to tax are changing. Organizations of all sizes are ever more exposed to new trends in tax regulation, not just locally but globally.

A global pool of skills and experience

Strong national practices

Local expertise & international knowledge

In-depth understanding of local markets

KPMG International

■ 174,000 people

■ 155 countries

■ USD 24.8 billion gross revenue

KPMG in Central and Eastern Europe

■ 4,900 professionals

■ 18 countries

■ 39 offices

KPMG International

KPMG is a global network of professional firms providing Audit, Tax and Advisory services. We operate in 155 countriesand have 174,000 people working in member firms around the world. The independent member firms of the KPMGnetwork are affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Each KPMG firm is alegally distinct and separate entity and describes itself as such.

What we do and our services

Audit Tax Advisory

Audit is an independent service that enhances the reliability of information used by investors and other stakeholders.

Advisory works with clients to tackle challenges in transactions and restructuring, performance and technology and risk and compliance.



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KPMG Serbia

Poland

Albania

Moldova

Bulgaria

Estonia

Latvia

Lithuania

Hungary

Czech Rep.

Macedonia

Slovakia

Croatia

Slovenia

BosniaSerbia

Montenegro

Romania

Belarus

■ Established in 1996

■ Over 270 staff including 9 partners

■ Services

– Audit – Tax– Financial

Advisory– Risk Advisory– Support

■ Country Head: James Thornley, Senior Partner

KPMG opened its office in Belgrade in August 1996 and operates in Serbia under the name KPMG d.o.o. Beograd. Organizationally, KPMG d.o.o. Beograd is a member of KPMG in Central and Eastern European region. KPMG has built a strong national practice based on Serbian nationals who combine local knowledge and experience with international know-how.

The Serbian practice has extensive experience in providing a full range of business advisory services to local industrial and government clients, foreign investors, banks and financial institutions, funding agencies and other companies operating in Serbia.

Today KPMG d.o.o. Beograd staffs over 270 employees, including 9 partners, 17 Licensed Certified Auditors, 7 Certified Accountants and 6 Certified Internal Auditors in accordance with Serbian legislation. In addition, 34 employees hold international professional qualifications (members of ACCA, ICAEW, ICAO, IIA, CFAI, CFE, ASA and ISACA). KPMG in Serbia offers quality services based on its international experience, as well as on in-depth knowledge of local legal requirements in audit, taxation and general business issues.

KPMG d.o.o. Beograd

We audit these CBs and banks Banks we advise

KPMG d.o.o. Beograd is the leading auditor and advisor in the financial sector.

Why KPMGWe believe that it would be due to…



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Why KPMG

Selection criteria for advisors vs. KPMG

Contacts

Knowing the potential buyer is not enough, his personal number should be in advisors phonebook.

KPMG has high-level personal contacts in buyers’ organizations at key decision maker positions.

Skill/ability Selection criteria for advisors How does KPMG compare?

Bargaining skills

Advisors’ bargaining skills coupled with negotiation strategies should bring a result above expectation.

KPMG has done a series of transactions at exceptional price multiples under pre-committed exclusivity agreements

Marketing skills

The network of industry contacts should be region relevant, reliable and as wide as possible.

KPMG corporate finance network in Europe only involves 1000+ professionals across 31 countries.

Commitment

An advisor should be able to pick up a call or reply to an urgent email even if time zone difference is +12.

KPMG 24/7 availability to the client is supported by up-to-date technology.

Spot presence

Being available remotely is usually not enough. On the spot presence is luxury, yet a must for advisor.

Since there are local offices in almost each and every country in CEE, KPMG simply is on the spot if the client is in need.

Being a partner to the client

An advisor does not take over the sale process, he partners the seller to identify best exit strategy.

At all times KPMG will be a partner and try to understand how it feels in the sellers shoes to pursue the best possible result.

Relevant experience

The track record is impressive only if transactions are relevant and carried out without subcontractors.

KPMG team comprises professional people with thorough industrial expertise for a wide range of industries.

Technical skills

Solving unexpected problems during execution stage should be a routine exercise for an advisor

KPMG is a leading firm in due diligence work and data room management. We undertake some 1200 projects annually.

Performance remuneration

An advisor should be remunerated well if and only if he has done a good job.

Reputation for KPMG is not just a word. We share our clients opinion that only value-added work is worth the compensation.



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Why KPMG

One of Leading Global M&A Advisors by number of deals

2008 No. of deals

1. KPMG 400

2. PwC 325

3. Merrill Lynch 272

4. Deloitte 256

5. Credit Suisse 253

6. Rothschild 250

7. UBS 241

8. Deutsche Bank 237

9. JP Morgan 227

10. Goldman Sachs 221

2010 No. of deals

1. KPMG 284

2. Morgan Stanley 238

3. Lazard 232

3. PwC 232


6. Rothschild 222

7. Deloitte 220

8. JP Morgan 196


10. UBS 177

2011 No. of deals

1. KPMG 370



3. JP Morgan 290

5. PwC 276


7. UBS 262

8. Bank of America Merrill

Lynch 256

9. Rothschild 253

10. Ernest & Young LLP 236

2012 No. of deals

1. PwC 321

2. KPMG 313



5. IMAP 204

6. Rothschild 193

7. Lazard 189

8. Nomura 170

9. Barclays 169

10. JP Morgan 166

2013 No. of deals

1. PwC 375

2. KPMG 349



5. Rothschild 243

6. JP Morgan 237

7. Lazard 234

8. EY 232

9. Bank of America Merrill

Lynch 222

10. BDO 208

We are among

leading M&A

advisors



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Our selected and most recent credentials for banking

These are selected and most recent transactions and risk advisory credentials for banking sector:

Why KPMG

KPMG d.o.o. Beograd

Sberbanka Srbija a.d. Beograd

2015

Review of the documentation and data on a representative sample of the portfolio and determining the quality of the portfolio in respect of Pika cards of Mercator S as at 31 May 2015

KPMG d.o.o Beograd

APS Holding SE Prague

2015

Financial, Tax, Operational and Comercial due Diligence og KBM

Banka, Acguisition structuring servises, bussines plan and

Valuation analysis.

KPMG d.o.o Beograd

Nova kreditna banka Maribor d.d., Maribor,

Slovenia

2014/15

Financial advisory services in respect to potential sale of shares

of KBM banka a.d., Kragujevac

KPMG d.o.o Beograd

Nomura International plc

London

Preparation and implementationof a plan for the sale of shares ofKomercijalna banka a.d. Beograd

2015

KPMG d.o.o. Beograd

Turkiye Halk Bankasi a.s. Istanbul

2015

Financial due diligence and pricingexercise update as at 30 June 2014

in respect of the potential acquisition

of Čačanska banka a.d. Čačak

KPMG d.o.o. Beograd

OTP Bank Nyrt. / KPMG Tanacsado Kft.

Budapest, Hungary

2014/15

Project Elena - Financial, IT and Tax Due Diligence of Findomestic

banka a.d., Beograd - update as at 31 December 2014

KPMG d.o.o. Beograd

Agencija za osiguranje depozita / Jugobanka a.d. Kosovska

Mitrovica

2014/15

Preparation of the Info memo and Valuation report as at 30 June

2014, data-room assistance and communication with consultants

and investors

KPMG d.o.o Beograd

APS Holding SE

2015

Financial and Tax due Diligence of Findomestic Banka a.d. Beograd

KPMG d.o.o. Beograd

KPMG AG, Zurich Switzerland

2016

Completion of cross – border banking manual for Serbia

KPMG d.o.o. Beograd

Union Standard Bank

2016

Initial feasibility study relating to bank set-up in Montenegro

KPMG d.o.o. Beograd

Eurobank a.d. Beograd

2015

Assistance in resolving issues identifying by controllers from

National Bank of Serbia

KPMG d.o.o. Beograd

KPMG Austria GmbHon behalf of FMA

2015

Credit file review of the AQR in accordance

with ECB Methodology at the subsidiary of Sberbank Europe AG in

Serbia

More references could be provided upon request.


© [year] [legal member firm name], a [jurisdiction] [legal structure] and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

The KPMG name and logo are registered trademarks or trademarks of KPMG International.

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

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ContactsThe contacts at KPMG in connection with this document are:

Boris MiloševićHead of [email protected]

Nikola ĐenićFinancial ServicesSenior [email protected]

mailto:[email protected]

mailto:[email protected]

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