Sau khi sáp nhập với Habubank, SHB trở thành cổ đông lớn nhất của Bianfishco với 78% vốn điều lệ. SHB muốn là đơn vị chủ trì tái cơ cấu Bianfishco.
CafeFdẫn một nguồn tin từ Bộ Tài chính cho biết, đầu tháng 6 vừa qua, Ngân hàng thương mại cổ phần Sài Gòn – Hà Nội SHB đã đề xuất với UBND Thành phố Cần Thơ về việc tham gia mua nợ, xử lý tài chính và tái cấu trúc Công ty Thủy sản Bình An (Bianfishco).
Trong văn bản gửi tới UBND Thành phố Cần Thơ, SHB nêu rõ, ngân hàng này đã trở thành cổ đông lớn của Bianfishco sau khi sáp nhập với Ngân hàng thương mại cổ phần Nhà Hà Nội HBB. Cụ thể, theo kết quả kiểm toán độc lập của Công ty Kiểm toán Ernst & Young Việt Nam (E&Y) về việc soát xét hoạt động của HBB thì HBB đã góp vốn vào Bianfishco là: Góp vốn mua 5 triệu cổ phiếu với giá 16.000 đồng/cổ phiếu, trị giá 80 tỷ đồng; Mua có kỳ hạn 25 triệu cổ phiếu Bianfishco, trị giá 125 tỷ đồng và ủy thác đầu tư mua 9 triệu cổ phiếu Bianfishco, trị giá 62 tỷ đồng. Tính tới thời điểm ngày 29/2/2012, HBB đã nắm giữ 39 triệu cổ phiếu của Bianfishco, trị giá 267 tỷ đồng, tương đương 78%/vốn điều lệ của công ty. Vì thế, SHB muốn được là đầu mối chủ trì tổ chức triển khai tái cấu trúc toàn bộ hoạt động của Bianfishco, bao gồm cả thu xếp tài chính. Sau khi nhận được văn bản của SHB, UBND Thành phố Cần Thơ đã có công văn báo cáo và xin ý kiến của Thủ tướng về việc này. Sau khi nghiên cứu đề xuất, cục Tài chính Doanh nghiệp đã trình Bộ về ý kiến trả lời Văn phòng Chính phủ là: (i) Nhằm tạo điều kiện cho Bianfishco sớm ổn định sản xuất, đảm bảo tối đa quyền lợi của người lao động, của nông dân và các bên liên quan, Bộ Tài chính thống nhất để SHB tham gia tái cơ cấu Bianfishco. (ii) Công ty Mua bán nợ và Tài sản tồn đọng của doanh nghiệp (DATC) thuộc Bộ Tài chính cũng đang phối hợp với Bianfishco và một số chủ nợ để xây dựng phương án tái cơ cấu Bianfishco, nên Bộ đề nghị Văn phòng Chính phủ xem xét, báo cáo Thủ tướng để DATC và SHB phối hợp cùng các chủ nợ nghiên cứu, thống nhất phương án tái cơ cấu Bianfishco.Hiện tại, SHB có được chủ trì trong việc tái cơ cấu Bianfishco hay không vẫn chưa có câu trả lời.
–SHB sẽ tham gia tái cấu trúc Bianfishco
Nguồn CafeF
— DATC tái cơ cấu Bianfishco: Tăng vốn điều lệ Bianfishco lên 1.000 – 1.200 tỷ đồng (Cafef/SGGP).
SGGP
—Công nhân lũ lượt rời nhà máy thuỷ sản
<a href="http://www.baomoi.com/SHB-cong-bo-no-nan-cua-Habubank/126/8382144.epi,
http://www.baomoi.com/SHB-cong-bo-no-nan-cua-Habubank/126/8382144.epi,</p>
http://www.baomoi.com/Group/7490902.epi,http://ndhmoney.vn/web/guest/s26/-/jo…>
http://dddn.com.vn/20120216092549290cat54/habubank-thua-lo-tia-chop-bao-truoc…>
<a href="http://www.zing.vn/news/thua-lo/tag53714.html,
http://www.zing.vn/news/thua-lo/tag53714.html,</p>
<a href="http://ebank.vnexpress.net/gl/ebank/thi-truong/2012/04/cho-vinashin-vay-no-xau-habubank-len-16-06/,
http://ebank.vnexpress.net/gl/ebank/thi-truong/2012/04/cho-vinashin-vay-no-xa…>
<a href="http://www.baomoi.com/Ty-le-no-xau-Habubank-tren-32/126/8361940.epi,
http://www.baomoi.com/Ty-le-no-xau-Habubank-tren-32/126/8361940.epi,</p>
<a href="http://vnmedia.vn/VN/kinh-te/tai-chinh-ckhoan/25_289878/choang_voi_no_xau_cua_habubank.html,
http://vnmedia.vn/VN/kinh-te/tai-chinh-ckhoan/25_289878/choang_voi_no_xau_cua…>
<a href="http://tinnhanhchungkhoan.vn/GL/N/CHHJDH/no-xau-cua-habubank-len-hon-32.html,
http://tinnhanhchungkhoan.vn/GL/N/CHHJDH/no-xau-cua-habubank-len-hon-32.html,</p>
https://chauxuannguyen.wordpress.com/2012/06/18/kt-779-052512-habubank-lo-lo-…
–Habubank: In the process of merger
After talking about the Fishery and Seafood Industry and the Coal Mining Industry, I will return to the series on the banks of Vietnam.
The next bank that I am writing about is that of the Hanoi Building Commercial Joint Stock Bank (Habubank). This is one of the oldest commercial joint stock banks in Vietnam.
As i remembered, Habubank had been quite a good bank in the past and was quite famous before. When I first decided to invest in the Vietnamese market way back in 2003-2004, I had only wanted to buy bank stocks and among the banks that I reviewed, I came down to a choice of 3 banks and incidentally, Habubank was one of these 3 banks that I considered. In the end I did not buy Habubank but its reputation at the time was rather good.
It is quite sad to see the state Habubank is now. Due to the impending merger with Saigon Hanoi Bank, Habubank will not exist in the present form in the near future.
I am sure there are many reasons for this but, like Eximbank in the past, I believe that there are some problems with risk management in Habubank. It has the unenviable reputation of lending to state owned and commercial enterprises which subsequently went belly up.
History of Missteps
Good examples of this include Vinashin and more recently Bianfishco.
Among all the commercial joint stock banks, Habubank is the bank that is most exposed to the debt of Vinashin (compared with its capital) and had to take major write downs causing it to post a loss in the 4th quarter of last year (losses are almost unheard of for Vietnam’s banks).
It was also involved in the fishery industry, notably lending to Bianfishco, even buying a 5 million share interest in Bianfishco at VND 16,000 VND per share just before it went bust:
Habubank recently clinched a contract to purchase five million shares of the Binh An Seafood Joint Stock Company (Bianfishco) worth VND80 billion (US$4.1 million) at price of VND16,000 (82 cents) per share.
According to Habubank, Bianfishco is a promising seafood enterprise with a strategic business outlook. Habubank’s management also believed the deal would help the seafood enterprise augment in a quick and sustainable manner in the coming period.
The obvious question must be, why did Habubank buy into a company just before it went bust? Could it be that Habubank did not know about the real finances of Bianfishco? Perhaps. But my feeling is that this “investment” was motivated not so much by the investment merits of Bianfishco rather than the fact that Habubank was already a significant creditor of Bianfishco when it ran into financial difficulties. Bianfishco probably could not pay its debts and Habubank, already up to its eyeballs in bad debts in its balance sheet, decided to “restructure” the loan into an equity investment in Bianfishco.
On the issue of Vinashin, many banks in Vietnam were involved but Habubank was the one that had most exposure to Vinashin compared to its capital. However, I think that for this one, Habubank got lucky. The Vinashin debt default had become such a big and international issue (after the involvement of international hedge funds like Elliot advisors and global banks like Credit Suisse) that the issue had to be resolved in an amicable manner to the creditors, both international and local.
In the end Elliot advisors (which actually sued Vinashin in the UK courts) dropped the suit, suggesting that a mutually agreeable solution had been reached. This “solution” probably meant that Elliot made a killing on the debt that they owned. In addition, local creditor Petrovietnam Finance Corporation (PVFC) recently recovered close to 60% of the amount it lent to Vinashin. Interestingly, this was done without liquidating Vinashin’s pledged assets yet. With additional recovery from liquidating the collaterals pledged for the loans, PVFC will likely recover almost its entire investment in Vinashin.
At the press conference on April 26 to prepare for the coming annual general meeting (AGM) (scheduled on April 28) of PetroVietnam Finance Joint Stock Corp (PVFC-coded PVF), Nguyen Thien Bao, PVFC’s general director, said that so far PVFC has reclaimed 1.025 trillion dong (including 800 billion dong and 225 billion dong in two times) of the total 1.8 trillion dong debt from Vietnam Shipbuilding Industry Group (Vinashin). However, according to Bao, Vinashin’s collaterals such as ship or boat are untouched.
Therefore, PVFC will recover an estimated additional 20% to 30% of the remaining debts. In addition, PVFC has a contract with Vinashin worth about 200 billion dong.
This bodes well for Habubank (or its acquirer Saigon Hanoi Bank). Like PVFC, Habubank will likely recover its bad debts due to Vinashin almost in its entirety as well.
Currently, Habubank is in the process of being acquired by Saigon Hanoi Bank. Once that happens, it will cease to be an independent entity and its brand will be lost. Hence, I will not say much more about this bank and refer you to my post on Saigon Hanoi Bank instead.
Financial Information
| Year | ROA | ROE | NIM |
| 2003 | 0.86% | 15.29% | 1.38% |
| 2004 | 1.22% | 18.01% | 2.09% |
| 2005 | 1.36% | 19.21% | 1.76% |
| 2006 | 1.58% | 10.54% | 1.90% |
| 2007 | 1.55% | 11.50% | 2.65% |
| 2008 | 1.49% | 11.77% | 3.22% |
| 2009 | 1.39% | 12.53% | 2.25% |
| 2010 | 1.25% | 13.48% | 1.97% |
| 2011 | 0.63% | 5.61% | 1.99% |
| Average | 1.26% | 13.10% | 2.13% |
From the financial data, we see that Habubank was really not such a bad bank afterall. This was especially true in the earlier years of the company before 2006. Prior to this, they were really quite a profitable bank, making good returns on shareholders’ equity. They were not as outstanding as Asia Commercial Bank, but they definitely did better with shareholders’ equity than Sacombank for example. But in the recent years, they had been doing badly while other banks have done much better.
2011, was the year they really did badly due to the problems with Bianfishco and Vinashin, leading to the bank to be acquired by Saigon Hanoi Bank.
Growth Rate of Habubank
| CAGR (Year 2003 to 2011) | |
| Total Assets | 35.68% |
| Shareholders’ Equity | 46.45% |
| Net Income | 31.00% |
| Net Interest | 41.32% |
Interestingly, the growth rate of Habubank seems to be similar to Asia Commercial Bank and Sacombank. This reinforces my thinking that no matter what the banks’ strategies are, they are subjected to the environment that they are in, regulatory or otherwise.
However, it is important to buy a good bank, because, the equity returns will be very different.
Merger of Habubank and Saigon Hanoi Bank Update
Now we know why there is this persistent discount in Habubank shares in the market. This is why I feel that the market is frequently efficient, even in so called frontier markets like Vietnam. Yesterday, we were given more details on the merger:
3 May 2012 — Habubank (HBB) was the most-active share nationwide, with 12 million changing hands. Heavy sells dipped HBB to its floor price of VND6,700 after terms of its takeover by Sai Gon-Ha Noi Bank (SHB) were released.
Under the terms, the new bank created by the merger will issue brand new SHB shares. One HBB share will be swapped for 0.75 new SHB share, while one current SHB shares will be exchanged into 1.21 new SHB shares.
The new bank’s charter capital will be more than VND8.86 trillion ($421.9 million), combining both banks’ capital.
While SHB projects a profit this year of around VND1.85 trillion ($85.7 million), most of this will be written off to account for Habubank’s accumulated losses, and the new entity will not pay a dividend this year. The merger awaits finalisation upon a vote at the SHB shareholders meeting this Saturday.
“The market is showing concern over Habubank’s bad debts,” said Kim Eng Securities Co analysts. The bank has failed to recover an amount totallling VND470 billion ($22.3 million). “What concerns investors most is the loan Habubank made to troubled State-owned shipbuilder Vinashin,” the analysts wrote in a note.
The target bank admitted last Saturday that its bad debt ratio as of February had reached over 16 per cent.
At the current price of 6,300 VND for each Habubank share and 10,400 VND for each Saigon Hanoi Bank share, both are nearly efficiently priced.
Habubank’s losses not as large as claimed
As we have expected from our previous analysis into the merger, the huge “loses” of Habubank is unlikely to be large as was reported previously:
As of February 29, the total rate of bad debts under the Vietnam auditing standards of HBB was above 16%. HBB’s total assets was VND36.855 trillion, while its total liabilities were at VND33.112 trillion and chartered capital was at VND3.741 trillion. Its pre-tax profit was negative VND649 billion.
But the rate doubled if it is based on special assessment in accordance with greatest potential risk. In this case, HBB’s total assets decreased to VND33.3 trillion, while total liabilities were at VND33.112 trillion and pre-tax profit slumped to a negative VND4.197 trillion. Among HBB’s bad debts, debt-stricken shipbuilder Vinashin accounted for some VND4 trillion.
So we know now the reason why the financial results of Habubank were reported as so bad was to scare Habubank investors to to selling out to Saigon Hanoi Bank. This confirms my suspicion that this is indeed a very attractive acquisition for Saigon Hanoi Bank.
Much of the debt to Vinashin should be recoverable because all other creditors of Vinashin have recovered a signficant part of the debt. There is no reason why Habubank will be the exception in this case. Even from this optimistic report below, I am still thinking that even more good news lies ahead because I believe that once the assets of Vinashin gets liquidated, even more of the debts could be recovered.
May 4, 2012 — In the process of merging, Saigon-Hanoi Commercial Joint Stock Bank (SHB) suddenly announced Hanoi Building Commercial Joint Stock Bank (Habubank)’s losses were only half of those in their initial statement.
Habubank (traded as HBB) held a shareholders meeting on April 28, in which they agreed on a plan to merge with SHB. Habubank’s losses totaled at over VND4 trillion (USD191.66 million), and it was thought that they would need three years to make up for this amount. However, during the audit included in the merger process, it was found that Habubank’s losses were only VND1.829 trillion (USD87.63 million), and could be made up for within the year. Do Quang Hien, SHB Chairman of Board of Directors, said after HBB shareholders’ meeting, the two sides sat down and agreed to adjust the numbers in light of these new findings.
SHB General Director, Nguyen Van Le, said that there have been changes in plans to settle the debts of Vietnam Shipbuilding Industry Group (Vinashin) to Habubank, as well as the bank’s provisional fund. Le said that the auditing agency has required Habubank to set aside VND3.7 trillion (USD177.28 million) in order to deal with Vinashin’s debts and bank bonds. After the merger, however, SHB will seek approval from the State Bank of Vietnam (SBV) for a stipulation that would make VND342 billion (USD16.38 million) of the fund available for use during the first year. The auditing agency also required that Habubank set up a provisional fund amounting to 50% of expired inter-bank deposits, which would affect the bank’s profits. But according the SBV regulation, the fund does not have to be set up until next year, giving Habubank some time to make up for losses and improve operations.
There have been plans to settle Vinashin’s debts and bonds at financial institutions, including HBB, so the bank may no longer have to set up a fund for it. Under its merger plan, SHB would help recover Habubank’s bad debts, estimated to be around VND236 billion (USD11.3 million). SHB has set a target to make VND1.2 trillion (USD57.49 million) in pre-tax profits in 2012, while HBB’s profits are expected to be around VND600-VND700 billion (USD28.74 million-USD33.54 million) during the year. Le said that the combined profits would likely offset Habubank’s past losses.
Maintaining separate operations
According to Do Quang Hien, after the merger, Habubank’s human resource and management structure will be separate from those of SHB. As a result, all current products, services and staff of Habubank will remain the same so as to take advantage of the bank’s strengths. “SHB’s managing board has decided to focus on Habubank’s strong points. This means minimising expenses, providing more funding, maintaining a good customer base and lowering lending interest rates,” he said. He added, however, that HBB shareholders will not be entitled to dividends this year, because they will get a 0.21% dividend when exchanging HBB for SHB shares.
The two sides have agreed that 1.34 shares of HBB will equal one share of SHB. New SHB shares will be issued to stockholders of HBB.
–Merger of Habubank and Saigon Hanoi Bank
This is a followup to my previous post on the takeover of Habubank (HBB) by Saigon Hanoi bank (SHB). Soon after the rumors of the merger was circulated (and the near doubling of Habubank shares), both banks issued denials. Even the State Bank of Vietnam, whose approval the banks needed to merge, denied giving approval.
On 14/3/2012, Hanoi Building Commercial Joint Stock Bank (HBB) issued documents explaining the news that Sai Gon – Hanoi Commercial Joint Stock Bank (SHB) is acquiring Hanoi Building Commercial Joint Stock Bank (HBB) as follows:
This news is inaccurate and groundless, affecting the prestige and operation of Hanoi Building Commercial Joint Stock Bank in particular and the system satety of commercial banks in general, disturbing information on the stock market, which may harm investors’ benefits. In the afternoon on 13/03/2012, the State Bank confirmed on its website that the news the State Bank approved Sai Gon – Hanoi Commercial Joint Stock Bank of acquiring Hanoi Building Commercial Joint Stock Bank is not accurate.– HabubankOn 13/3/2012, on some media, there was news that Sai Gon – Hanoi Commercial Joint Stock Bank (SHB) is acquiring Hanoi Building Commercial Joint Stock Bank (HBB), Sai Gon – Hanoi Commercial Joint Stock Bank would like to disclose the information as follows:
SHB is a bank with strong financial potential. In 2011, total assets are VND70,992 billion, profit after tax (after setting up provisions) is VND1,000.962 billion. SHB has just been ranked “Group I” by the State Bank with credit growth rate of 17%/year.
According to the State Bank’s policy on restructuring the banking field, SHB is finding some partners to merge into SHB to increase potential, enlarge the scale, and become leading modern and versatile bank in Vietnam and the region. However, the merge of commercial banks including SHB needs the approval of the State Bank and concerned agencies.
Besides, as a joint stock bank listed on the stock market, SHB always complies with information disclosure regulations. Thus, whenever there is news relating to the bank’s operation, SHB will announce as regulated by law. — Saigon Hanoi Bank
Notwithstanding this, the trading pattern of the banks told us a different story. While the price of Saigon Hanoi Bank had stayed roughly similar to its price a month ago, Habubank shares had moved up relative to Saigon Hanoi Bank.
As is usual, when in doubt, follow the trading pattern if we want to know if the merger will go through.
Terms of the Deal
Now, we finally have the first confirmation that the deal will be going ahead. As reported by local news website TTVN.vn, Habubank finally disclosed its merger plan with Saigon Hanoi Bank:
Hanoi Building Commercial Joint Stock Bank (Habubank or HBB) has recently disclosed the draft of its merger plan with Saigon-Hanoi Commercial Joint Stock Bank (SHB), the local online newspaper TTVN.vn reported.
According to the merger plan, the newly-formed bank will be named Saigon-Hanoi Commercial Joint Stock Bank (SHB) with the charter capital of 8.866 trillion dong. Habubank will transfer all of its assets, rights, obligations, labors and legal interests to SHB, putting an end to the brand-name Habubank.
The merger plan also specified a share conversion ratio of 1 HBB’s shares for 0.75 SHB share.
Targeted prudent ratios and business results of the merged bank in the following three years are as follows:
Discussion
Of course, submitting the proposal for a merger is just the first step to complete the deal. The state bank will need to followup by giving its blessing. But from the looks of it, the merger will go through.
The takeover of Habubank by Saigon Hanoi Bank will be a significant transaction for the latter. In my opinion, it will also be a very favourable transaction for Saigon Hanoi Bank as well. Currently, the shares of Habubank is only trading at 0.6 of book value while the shares of Saigon Hanoi Bank is more than double that, at nearly 1.5 times of book value. Hence, Saigon Hanoi Bank will be issuing shares at a higher valuation and buying something that is “cheaper” on a book value basis.
The reason why this could be done is because there is much uncertainty on the stuff on Habubank’s books and the possibility of more write downs later on. But there is no denying that Saigon Hanoi Bank is acquiring assets on the cheap.
–Saigon Hanoi Bank: Aggressive Growth
Saigon–Hanoi Commercial JSC (SHB : HNX)
Saigon Hanoi Bank (SHB) began as a very small, rural bank based in the Mekong delta region of Can Tho.
They were previously known as Nhon Ai Rural Commercial Bank that focused primarily on servicing loans for agriculture and other rural banking services. It was only in 2006 when it was converted into an urban commercial bank and re-branded itself as Saigon-Hanoi Commercial Bank (SHB). In fact, SHB only opened its first branch in Ho Chih Minh City on 17 Oct 2006.
After becoming an urban commercial bank, however, it has grown aggressively and in 2010, it had a total of 116 offices throughout Vietnam.
Special Features of SHB
The commercial groups backing SHB are the state-owned mining monopoly Vinacomin, Vietnam Rubber Group and T&T Group.
I believe that SHB must have sacrificed credit quality in its quest for growth as I believe that its NPL is one of the highest among the listed banks.
Other than commercial banking services, SHB has also funded some large (and fairly diverse) projects compared to its balance sheet, e.g., the “500 KW line Hiep Hoa Quang Ninh” valued VND 830 billion, indoor Stadium in Da Nang City worth VND 500 billion. Moreover, SHB provided $ 15 million for golf project of Vinacapital in Danang.
In the beginning stages of growth, e.g., in 2007, it relied extensively on the interbank market (as opposed to customer deposits) for growth in the past few years, customer deposits have caught up somewhat.
This bank also is quite aggressive in the use of its capital, investing in a great variety of businesses and holding a minority stake. Some examples are: SHB Vinacomin Insurance, Lilama-SHB investment and construction, Gentraco etc.
Fee income has been traditionally insignificant for SHB. Only recently, the company has taken steps into the debit/credit card business.
Financial Information
I have financial information on the company only from the year 2006. This is the year where SHB was rebranded, changing its name and its business focus from that of a rural bank focused on agricultural related activities to a full commercial joint stock bank.
| Year | ROA | ROE | NIM |
| 2006 | 0.53% | 1.38% | 2.04% |
| 2007 | 1.03% | 5.82% | 0.72% |
| 2008 | 1.35% | 8.59% | 1.12% |
| 2009 | 1.16% | 13.17% | 2.34% |
| 2010 | 0.97% | 11.82% | 2.38% |
| 2011 | 1.06% | 12.91% | 2.67% |
| Average | 1.02% | 8.95% | 1.88% |
If one looks at the profitability metrics of SHB, we can see that the bank is not particularly profitable, lagging behind many of the other more profitable banks like Military Bank and Asia Commercial Bank in most of the measures of profitability like ROA, ROE and NIM.
Certainly, this is the price of growth. I believe that SHB, in the bid to grow as fast as possible, they must have tried many things to get more deposits from customers. Certainly these measures must have hurt their bottom line significantly.
Growth Rate
This is where things get interesting …
| CAGR (Years 2006 to 2011) | |
| Total Assets | 94.24% |
| Shareholders’ Equity | 50.04% |
| Net Income | 117.82% |
| Net Interest | 103.13% |
At this rate of growth, I believe that SHB is right at the top as one of the fastest growing banks in Vietnam.
Unlike banks like Asia Commercial Bank which has already matured, SHB is still in the fast growing stage of development. This is why you can see this fantastic rate of growth of the bank. I believe that comparing its total assets with the other more established players, SHB still has a few good years of growth ahead.
Merger of Habubank with Saigon Hanoi Bank
Before 2006, Saigon Hanoi Bank was a pretty insignificant bank. However, Habubank then was quite a good sized bank at that time. I still remember in 2004, when I was trying to decide which bank to buy on the OTC market, I had narrowed down to only 3 candidates and Habaubank was one of these that I considered.
But how things had changed. With the speed at which SHB grew, it is now in a position to buy over HBB.
Of course, both HBB and SHB (and even the State Bank) had denied that the merger is going to through. However, looking at the trading pattern of the stocks of HBB and SHB, it certainly looks likely that both banks are going to merge.
If this merger goes through, SHB will almost double their assets, putting them in the league of larger banks likeMilitary Bank.
This will certainly be a big boost to their expansion plans.
—Asia Commercial Bank: Strength and Prudence
Asia Commercial Bank (ACB: HNX)
Asia Commercial Bank (ACB) usually commands a higher valuation than that of the other banks due to its reputation, generally well deserved, that it is the best managed and most efficient bank in Vietnam. In addition, it is also known to be rather prudent in lending. Hence, it has the best asset quality and lowest rate of bad loans among the Vietnamese banks.
The only problem for the bank are that it has just completed its aggressive growth phase and growth going forward will be slower than the other banks likeMilitary Bank, Eximbank or Techcombank. In 2010, the company also lost a valuable stream of income from Gold trading floors when they were closed down.
The other problem is that the foreign room of the bank is full so if you’re not a Vietnamese, then very sorry, you cannot buy any shares!
Financial Performance
| Year | ROA | ROE | NIM |
| 2002 | 1.32% | 25.13% | 2.47% |
| 2003 | 1.22% | 23.49% | 2.39% |
| 2004 | 1.39% | 30.15% | 2.27% |
| 2005 | 1.23% | 23.32% | 2.12% |
| 2006 | 1.13% | 30.56% | 1.84% |
| 2007 | 2.06% | 28.12% | 1.54% |
| 2008 | 2.10% | 28.46% | 2.59% |
| 2009 | 1.31% | 21.78% | 1.67% |
| 2010 | 1.14% | 20.52% | 2.03% |
| 2011 | 1.14% | 26.82% | 2.35% |
| Average | 1.40% | 25.84% | 2.13% |
As you can see from the table above, ACB was able to maintain good ROA and ROE throughout the last 10 years of operation, even through the last 5 years which was bad from the economic point of view for Vietnam. Few banks in Vietnam have achieved this type of consistency in financial performance and this attests to the good management that ACB has.
NIM is only average however. I believe this is because ACB has not been so aggressive like the other joint stock banks in opening new branches to actively woo depositors. Nevertheless, despite this, they were able to maintain good ROEs.
One thing is that ACB actively sources for new sources of fee based income. Previously it operated highly successful gold trading floors but as the latter was closed by the government, they are now actively developing their credit card business.
This is an update from an analyst report by VietCapital Securities on the AGM: ACB30Mar12.
Growth Rates
| CAGR (Years 2002 to 2011) | |
| Total Assets | 40.54% |
| Shareholders’ Equity | 37.66% |
| Net Income | 38.56% |
| Net Interest | 39.82% |
Growth rates are average when compared to the other Vietnamese banks that are listed. I believe that this is again due to the fact that the company has not been aggressive in opening branches. In addition they had been quite prudent in giving out loans as well. As such loan growth is moderate only when compared with other banks.
Nothwithstanding the fact that foreign investors are not able to buy shares of ACB, the share price had so far been stagnant because I feel that the company does not seem to be growing very quickly. Of course, there is no question that ACB is growing very prudently. Currently, ACB is one of, if not the most prudent bank in Vietnam.
If we are in the heady days of 2007, I believe prudence will be in order. However, Vietnam as a country is growing very quickly as a whole and the market is coming out of a deep recession. In my opinion, now is the time to take a bit of risk for the chance to grow faster. I would favour a faster growing bank any day. In fact, I feel that at this time, a bank should be aggressively growing not only organically but also by acquisitions if necessary, to turbocharge their growth and take advantage of the cheap assets and bank equity prices now. There are banks still trading below their book values and well capitalized banks like ACB will be missing out if they do not take this chance to grow as fast as possible.
In our next post, we will have a look at Saigon Hanoi Bank, a tiny bank compared to ACB with a less illustrious reputation but a far more aggressive (albeit less prudent) history of growth. If prudence is the watchword of ACB, Saigon Hanoi Bank will be growth.
–The Troubled Fishery Industry In Vietnam
The fishery industry of Vietnam is concentrated in the Mekong Delta area and is a very important industry for Vietnam.
A reading of the recent news surrounding the industry would tell us that all is not well. However, the shares of fishery companies have done rather well relative to the overall market. The chart below shows us how a typical investor would have done if the latter owned Vietnamese fishery shares for the past 6 months.
6 month chart of the Index of Fishery Sector (Stockbiz.vn)
However, a casual reading of the news surrounding the industry would not be so optimistic about the sector. Why is there such a discrepancy?
First of all, the facts:
- Binh An Seafood (Bianfishco) ran up debts exceeding 1 trillion VND with many banks and fish farmers before declaring bankruptcy.
- An Khang Company in Tra Noc industrial park, Can Tho, owed farmers nearly 26 billion VND for fish that it had bought but the company could not pay for them, leaving 26 farmers and 1,000 workers in the lurch.
- Van Hung Private Enterprise in Soc Trang owed farmers 20 billion VND for fish purchases over the past 3 years and had not paid the farmers yet.
According to estimates made by the Vietnam Association of Seafood Exporters and Producers (VASEP), the industry as a whole will see 20% of seafood enterprises go bust or stop production before the worst of the crisis is over.
Is the stock market telling us that the worst is over for the industry or are the shares of fishery companies simply going up in response to the general optimism of the market? If the situation is the latter, investors in the fishery companies should quickly take the chance to lock in their profits and run.
I believe that the reality is not so simple. Currently, most of the companies listed in the Vietnam stock market related to the fishery sector are seafood processing companies. They buy seafood from farmers, process them into frozen fillet or can the fish and export the fish overseas.
The prices of the listed companies in the fishery sector are going up because most of the companies in the sector are reporting very good earnings. This is likely because due to the problems in the industry (which had been going on for some time), the price of input materials (fish and other seafood) had been low and they are able to earn an outsized margin from the processing of these fish and seafood and exporting it overseas.
In addition, the devaluation of the VND in 2011 had helped these companies by making Vietnamese fish and other exports much cheaper than competing countries. Indeed, we hear that Vietnamese Tra fish had displaced canned tuna in the Netherlands as the most consumed seafood there.
“According to the information from the Vietnam Association of Seafood Exporters and Producers (VASEP), Tra fish replaces canned tuna as Dutch consumers’ favorite fish, with an export volume of 5,500 tons last year from Vietnam, an increase of 900 tons compared to 2010…
Queens Products, the largest Tra fish supplier to the Dutch market, increases import of frozen Tra fish to 2,900 tons in 2011 from 2,100 tons in 2010 only from Vietnam’s Vinh Hoan Company. Queens Products intends to import further amounts of fish and tilapia with ASC standards from Vietnam in the coming time.”
Will these record earnings for the fishery companies persist?
I believe that the worst is not over for the industry. This current situation is just a temporary boost in the earnings of these fish processing companies and more pain lies ahead. Here are my reasons.
After the bankruptcy of Bianfishco and other companies, the banks have tightened the credit of seafood processing companies and will be less willing to lend to them. However, these companies are heavily dependent on bank credit to buy fish and seafood from the farmers for processing. Without credit, these seafood companies could only sell down their existing inventories of fish/seafood and not take advantage of the situation to stock up their inventory.
With the low prices of fish/seafood, farmers could not make an adequate profit and hence I believe many will leave the industry or at least reduce the amount of fish/seafood that they will be rearing in the next season.
What is going to happen in the next season is that there will be a shortage of fish/seafood and correspondingly a high price for the raw materials for these processing companies. As fishery companies have been running down their inventory, in the next season, they will have low inventories and a need to buy high price input materials.
This will severely compress their margins and may even cause some marginal players to face severe losses.
Perhaps we do not even need to wait for the next season. Currently, due to the tight credit from the banks, fishery companies’ earnings had been on a decline from at least the past quarter or so. Hence, I am certain that for most companies, earnings for them have peaked. The next quarters will likely see lower earnings and with that, share prices will likely drop with the lower earnings.
Anti-Dumping Issues
The other more dangerous development could be that of anti-dumping taxes.
The troubles in Vietnam have necessitated exporters, in a bid to raise cash by selling out quickly their existing inventory, to repeatedly lower their prices. This move can easily be mistaken as dumping and arouse the ire of trade regulators in export markets, causing them to impose anti-dumping duties on Vietnam’s fishery exports. This will be a major blow to the industry.
Indeed, European Union importers have warned about this in a recent news article:
“The repeated slashing of selling prices has hurt the image and reputation of Vietnamese catfish exporters in the EU markets, warned an importer and distributor of the product in the EU.
“The dumping strategy of some Vietnamese catfish businesses over the last few months has reduced their prestige,” Jean-Charles Diener, director of Ofco Sourcing Co., told a conference on catfish exports in Q1/2012 held in Ho Chi Minh City yesterday.
“Low prices do not always please importers since they have to compete aggressively with each other, and it is difficult to earn profits when there is always someone who sells at lower prices.”
The importers have thus limited their catfish imports in an increasingly well-organized campaign to raise awareness of what Vietnamese catfish exporters are doing.
“Vietnamese catfish could have been sold at prices 30% to 50% higher than the current rates had local exporters developed better strategies,” Diener said.
Now, I would rather be a seller than a buyer of fishery shares.
—Eximbank: Luckiest Bank in Vietnam
Vietnam Export Import Commercial Joint Stock Bank (EIB : HOSE)
Vietnam Export Import Commercial Joint Stock Bank or Eximbank, was a former basket case bank with a checkered history.
In 2000, it was in a similar (probably worse) situation as VietinBank, saddled with bad debts. As late as 2004-2005, the bank was still under special watch by the State Bank of Vietnam because of persistent losses over the years.
However, because it was not a state owned bank, the government did not recapitalize it directly. Instead, Vietcombank had to recapitalize by contributing 50 billion VND (at that time 25% of Eximbank’s chartered capital). That was how Vietcombankcame to own a big chunk of Eximbank. Vietcombank also sent one of its best managers, Mr Truong Van Phuoc to restructure the bank.
In addition, Eximbank was had to sell its bad debts to Debt and Asset Trading Corporation (DATC). However, like VietinBank, it was restructured and now is one of the most successful banks in Vietnam.
Better Lucky than Smart
Eximbank, like Habubank, was one of the the first commercial joint stock banks that was established in Vietnam in the years just after Doi Moi in 1986. The Vietnam banking industry was in its infancy then and perhaps the social and legal framework at that time was still not sufficiently robust. This led Eximbank to accumulate a morass of bad loans and investments that nearly brought the bank down.
The bank took many years to restructure their bad loans and it was not until 2005 before the worst of the bad loans was restructured and the bank returned to a normal level of profitability. This was just in time to capitalize on the economic boom that Vietnam experienced at that time.
At the peak of the market on 20 June 2007, Eximbank sold about a quarter of their chartered capital (500 billion VND) for (USD $250 million) to 17 domestic economic groups like Generalexim, Asia Commercial Bank, Saigon Trading Corporation, Kindo Group etc, at an unprecedented price of over 8 times of par value. This not only allowed Eximbank to secure strong local strategic shareholders to contribute future business to the bank (strategic shareholders usually use the bank they partially own for their banking needs), it set a high benchmark price for the bank to sell a further 10% of the bank’s shares to 2 investment funds (Vietnam Opportunity fund and Mirae Asset Management) at similarly high prices.
And Eximbank was not done yet. In May 2008, a 15% stake was sold to Sumitomo Mitsui Banking Group at over 6 times of par value, bringing in USD $225 million to the banks coffers. This series of share sales allowed the bank to accumulate a huge war chest for further expansion and dividends to shareholders.
And not a moment too soon. Vietnam sank into a deep economic recession subsequently after 2008. Compared to other banks in Vietnam going into the recession, Eximbank was the bank which is the least leveraged. Its leverage in 2008 was only 3.8x vs a sector average of over 10x. While others were cutting back and deleveraging their balance sheet, Eximbank was in expansion mode. From 2009 to 2011, the bank expanded at a furious rate, nearly tripling their total assets and net income in 2 years.
No surprise then, that in August last year, Eximbank was the only bank in Vietnam and South East Asia to enter The Banker’s list of the top 25 banks with the highest growth rates in the world.
While much can be attributed to the good work by managers of Eximbank on their exquisite timing of the market, I believe that good luck played a huge part as well.
Features of Eximbank
Eximbank’s niche in the market is in international settlement and trade finance, supporting the import-export related activities of small and medium enterprises (SMEs) in Vietnam.
The deposit base is overwhelmingly made up of individuals. As a result, most of its deposits are in gold and foreign currency (the Vietnamese population generally shun VND as a store of value and savings are usually kept in gold or USD). This gives the bank a leg up in its NIM as gold and foreign currency loans have a larger spread compared to VND loans.
The bank also runs fairly lean, with a cost to income ratio of just over 30% (as compared with Vietinbank with double the cost to income ratio).
The bad thing about Eximbank however, is its loan loss provision. I believe that due to the legacy of bad debts, Eximbank’s criteria for bad loans may be more lenient, leading to one of the lowest loan loss provisions in the industry. While this may lead to nasty surprises in the future, I am not too concerned about this as Vietnam’sbanking industry is still in its infancy and we can count on growth. Besides, Eximbank’s capital is more than adequate.
The main problem with this bank however, is that like Asia Commercial Bank, its foreign room is full and a foreign investor is unable to buy any more shares.
Financial Information
| Year | ROA | ROE | NIM |
| 2004 | 0.22% | 3.37% | 1.56% |
| 2005 | 0.19% | 2.53% | 1.90% |
| 2006 | 1.41% | 13.28% | 1.92% |
| 2007 | 1.37% | 7.36% | 2.03% |
| 2008 | 1.47% | 5.54% | 2.74% |
| 2009 | 1.73% | 8.48% | 3.02% |
| 2010 | 1.38% | 13.43% | 2.20% |
| 2011 | 1.66% | 18.64% | 2.89% |
| Average | 1.18% | 9.08% | 2.28% |
As discussed previously, Eximbank has an above average NIM because their deposits are largely in gold or foreign currency which have larger loan spreads. However, it is still lower than that of the State Owned Commercial Banks (SOCBs) or even Military Bank. Like other retail/SME focused commercial banks, Eximbank has to compete with everyone else for depositors while SOCBs always have the state owned companies to rely on for cheap deposits. A fairer comparison would be with Asia Commercial Bank in the area of NIM and in this respect, Eximbank does very well.
Financially, Eximbank only returned to normal profitability for the full year of 2006 as reflected by the ROE. Subsequently, its ROE remained low but due to different reasons. The huge capital surplus that they had from selling shares at the peak of the market (and hence the low leverage) was certainly a drag on their ROE. However, that is definitely more of a blessing for Eximbank during the dark days of economic crisis in 2008-2009!
Shareholders of the bank definitely slept better and got better returns in the past few years than other comparable banks. Indeed, you see ROEs rebounding strongly in the past couple years and likely for more years to come.
Eximbank is currently the bank with the biggest ability among all the banks for increasing their profitability once market conditions pick up.
Growth of Eximbank
Like I mentioned previously, Eximbank was the only bank (from South east Asia) selected by The Banker to be in the top 25 fastest growing banks in the world. Its growth, especially recent growth has reflected this.
| CAGR (Year 2004 to 2011) | |
| Total Assets | 47.34% |
| Shareholders’ Equity | 53.40% |
| Net Income | 89.95% |
| Net Interest | 59.18% |
The growth of Eximbank especially since 2009 to 2001 has been off the charts. Credit is still tight in Vietnam and with its strong capital base, I believe that Eximbank still has much growth ahead. This is especially true once the economy of Vietnam improves and individuals and SMEs start to do better.
Indeed, Eximbank is the bank that is most leveraged to the growth and improvement of the economy of Vietnam.
Takeover of Sacombank
Eximbank had also bought a small equity interest in Sacombank which led to rumours that it will cooperate withAsia Commercial Bank (ACB) to take over Sacombank. However, unlike the takeover of Habubank by Saigon Hanoi Bank, this is less confirmed, not least because of the resistance of the management of Sacombank towards a hostile takeover and also Sacombank is much larger in size than Habubank.
Nothwithstanding this, I believe that should the transaction go through, this will be very beneficial to Eximbank because it will help Eximbank grow significantly in size. However, they would need to be careful of what price they will be paying for Sacombank.
Unlike Habubank which is significally undervalued and trading for significantly below book value, Sacombank shares are much more expensive at nearly 2 times of book value. I will be keeping a close eye on this potential transaction.
Saigon Thuong Tin Commercial Joint Stock Bank (STB : HOSE)
Saigon Thuong Tin Commercial Joint Stock Bank (Sacombank) elicits some warm feelings for me because it is the first company that I bought shares in when I first started investing in the Vietnamese market in 2003.
At that time, Sacombank was in the phase of its development when it was growing aggressively, opening new bank branches steadily in the major cites in Vietnam. 10 years ago, I believe that among the listed banks at that time, it had the most branches and transaction points.
This edge had since been eroded as the listed state owned banks now have the largest number of branches (e.g. Vietinbank). Sacombank now has other problems, being consistently vilified for providing bad customer service and other problems.
Development of Sacombank
Sacombank bank was established in 1991 as a result of a merger between a bank and 4 small credit institutions with an initial charter capital of VND 3 billion. Between 1993 and 1995, due to the government regulation of the need for banks to have at least 70 billion VND in chartered capital, it was almost closed down. Sacombank survived this closure threat by becoming one of the first few banks in 1996 to successfully issue new shares to the public and raised the charter capital to VND 71 billion.
It learnt its lesson well (perhaps too well). Subsequently, when the Vietnamese market started opening up to foreign investors, Sacombank took the opportunity to raise more capital by selling shares to the International Financial Corporation (IFC) in Mar 2004 and Dragon Financial Holdings. It was was a landmark transaction as Sacombank was the first bank in Vietnam to sell shares to foreign investors, cementing its reputation internationally.
In a sense, Sacombank was a pioneering bank and its history was marked by many firsts. In Aug 2005, it was also the first bank to sell shares to a foreign financial institution when ANZ Group acquired 10% of its shares to become a third foreign shareholder.
In 12 July 2006, Sacombank was the first bank in Vietnam to be listed on the Vietnam stock exchange. Among the 41 listed companies of the fledgling exchange at that time, it had the largest market capitalization, accounting for more than 30% of the total market weight of the exchange at that time.
Sacombank was also the first bank in Vietnam in 2008 to venture overseas, setting up representative offices in China, Loas and Cambodia.
Comparison of Sacombank and Asia Commercial Bank in the Early Years
Sacombank has several features in common with Asia Commercial Bank that merits some discussion. Both banks developed at about the same time and had their growth periods at a similar time as well. Both were early in the search for foreign partners, with Asia Commercial Bank taking on Standard Chartered Bank as their foreign partner while Sacombank took on Australia and New Zealand Banking Group (ANZ Group) as their foreign equity partner.
This, however, is where the similarity ends. For Asia Commercial Bank, their early strategy was to focus on the well-heeled urban customers in the high income metropolitan districts of Hanoi and Ho Chi Minh City. Sacombank’s strategy was to grow instead by a sprawling branch buildout throughout the country, targeting both the city and rural areas.
While Asia Commercial Bank was far more conservative in their lending, Sacombank was more aggressive, maintaining a higher loan to deposit ratio and had a strategy of greater risk tolerance, with more aggressive pricing and superior spreads, opting to control risk via expert staff and “better” systems.
As a result of this difference in strategy, Sacombank’s loan book is more diverse, with loans from many more industries. Its claim to fame is by bringing a well known brand to the fragmented markets in the rural areas. For many local Vietnamese, banking at Sacombank is their first exposure to private-sector bank practices, as compared to the cumbersome and bureaucratic processes at the state owned commercial banks.
At least in the years before the economic crisis in 2008, it was a good employer too, heavily emphasizing on training and the retention of staff. It was also one of the best paying employer among the financial companies, paying salaries typically 10% to 20% above competitors. It was also the first bank to establish an Employee Stock Option Plan (ESOP) in Sep 2005, just before a huge run up in its share price. The early employees of Sacombank did really well financially.
Over the years, Sacombank had outpaced Asia Commercial Bank in terms of balance sheet expansion due to its more aggressive deposit acquisition but had lagged in terms of core profitability due to their higher cost base having to support a larger network of branches.
Financial Information
Among the various banks, Sacombank is the one which is the easiest to find the historical financials, perhaps due to its status as the bank with the longest listed history. The financials of Sacombank is fairly interesting as well and merits some discussion:
| Year | ROA | ROE | NIM |
| 2001 | 0.86% | 11.37% | 3.07% |
| 2002 | 1.25% | 15.31% | 3.39% |
| 2003 | 1.23% | 13.98% | 2.27% |
| 2004 | 1.45% | 15.67% | 2.75% |
| 2005 | 1.62% | 18.74% | 3.01% |
| 2006 | 1.90% | 16.38% | 2.68% |
| 2007 | 2.16% | 19.02% | 1.78% |
| 2008 | 1.40% | 12.31% | 1.68% |
| 2009 | 1.61% | 15.84% | 2.21% |
| 2010 | 1.23% | 13.35% | 2.55% |
| 2011 | 1.46% | 14.21% | 4.13% |
| Average | 1.47% | 15.11% | 2.68% |
One thing that stands out in the financials of Sacombank is that its NIM is very high. The kind of NIM Sacombank has is unheard of outside the group of State Owned Commercial Banks. While part of this can be attributed to the fact that Sacombank’s business has a significant component which is in rural areas where the loan spreads are higher, this is not the major reason I believe.
Sacombank traditionally had been very aggressive in raising capital in the form of equity from new and existing shareholders. They also eschewed paying any cash dividends. All throughout my holding of Sacombank shares, I had never received anything in the way of cash dividends! In addition, I had to come up with more money to pay for the rights issues of Sacombank as well when the bank decides to raise its capital (which was fairly often).
This equity capital (that they did not pay dividends on) formed a cheap source of funds which turbocharged the growth of Sacombank.
While this meant that early shareholders (at least initially) benefitted from the growth of the bank as they could constantly buy shares of Sacombank bank at par value (10,000 VND) and a discount to the prevailing price of shares, it became increasingly unattractive for later shareholders of the bank as the exponential increase in the number of shares meant that earnings were significantly diluted.
Perhaps that was the reason why the early shareholders like ANZ Group and International Finance Corporation elected to divest their Sacombank shares as it looked increasingly unattractive to hold Sacombank shares for the longer term. This had be a major factor for me as well when I finally decided to sell my shares of Sacombank in favor of Eximbank.
This was especially because the cost structure of the bank with its many branches increasingly ate into profits, causing Sacombank to have only average returns on equity. As the bank became larger, it became apparent that the growth rate of Sacombank was going to slow down.
Growth Rate of Sacombank
In terms of the rate of growth, Sacombank is similar to Asia Commercial Bank, even though they both differ greatly in their business strategies. This reinforces my thinking that for a business it is more important to be in the right place (and the right time) than for the management to be incredibly smart.
| CAGR (Year 2001 to 2011) | |
| Total Assets | 41.39% |
| Shareholders’ Equity | 45.42% |
| Net Income | 48.40% |
| Net Interest | 45.24% |
At this point in time, banking in Vietnam seems to be a good business and it will likely matter less what strategy that the bank pursues to grow but when the sector booms, the rising tide will lift all the boats.
Takeover by Eximbank?
It had long been rumoured that Asia Commercial Bank and Eximbank, either individually or in concert, will be taking over Sacombank. As is traditional for transactions like this, all 3 banks had initially denied this. Moreover, Sacombank’s management seems to be rather averse to the suggestion that Sacombank was about to be taken over.
If anything, this will likely be a hostile takeover. For this reason, I have some initial doubts that this transaction will proceed. Hostile takeovers are quite difficult to engineer and besides, Sacombank is a fairly large bank and will likely (unlike banks like Habubank) have the resources to exist independently.
However, recent events have made me more certain that the transaction will go through. According to recent news articles:
19 Apr 2012 – Four leading shareholders of Sacombank (STB) have registered to sell a combined 80 million shares, or 8.3 per cent of the bank’s charter capital, worth a total market value of VND2 trillion (US$95.2 million).
Thanh Thanh Cong Trading Production Co will sell over 22 million shares, while Sacombank’s real estate unit, Sacomreal (SCR), will sell its entire holdings of 17.3 million STB shares. Sugar maker Societe De Bourbon Tay Ninh has registered to sell 7.5 million shares. And Chang Hen Jui, husband of STB vice chairwoman Huynh Que Ha, plans to unload over 33 million shares which he acquired from Dragon Capital last year. — VNS
This seems to me the likely prelude before Eximbank formally takes control over Sacombank. Indeed, in the recent shareholder meeting of Eximbank, the latter claimed that it had already taken control of Sacombank’s board. It remains to be seen however, if this is true.
However, unlike the takeover of Habubank by Saigon Hanoi Bank which clearly made sense for Saigon Hanoi Bank, Eximbank will need to be very careful of the price they will eventually pay for Sacombank, especially if they elect to pay via issuing shares. Sacombank is not that cheap all things considered while in my opinionEximbank shares are currently undervalued compared to their future earnings potential.
Notwithstanding this, Sacombank has some good assets, especially their many bank branches. If these branches are streamlined and their costs reduced, it will be more of an asset rather than a liability. This type of reach will be increasingly important in the bid to gain market share as the State Owned Commercial Banks (SOCBs) start to flex their muscles and compete aggressively with the commercial joint stock banks.
It will be interesting to follow the events that unfold.
Filed under: KINH TẾ, VĂN HÓA XÃ HỘI | Tagged: Bianfishco, kinh tế VN |
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