FINANCIAL INCLUSION

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M&A transaction

Payment business of
Great Indian (GI) Retail Group

27/10/2015
Acquisition announced of the payment business of Great Indian (GI) Retail Group:

100% of the share of Hermes I Tickets Pte Ltd (India), its subsidiary GI Philippines Corp (Philippines), Star Global Currency Exchange Pte Ltd, Bangalore (India) 

60% of the shares of GI Technology Private Limited (India)

Closing 1: 31/12/2015/03/2016

Consolidation of Hermes I Tickets Pte Ltd (India), its subsidiary GI Philippines Corp (Philippines), Star Global Currency Exchange Pte Ltd, Bangalore (India) with effect 30 December 2015 (IFRS10.7). Further details on page 165 Annual Report 2015.

Closing 2: 01/03/2015 

Consolidation of GI Technology Private Limited (India)

Achievements

31/03/2016

The Wirecard AG subsidiary GI Technology, based in Chennai, India, received the MTSS (Money Transfer Service Scheme) license from the Reserve Bank of India, thereby enabling it to venture into the inward remittance space. India is the world's largest foreign inward remittance receiving country.
GI Technology has been appointed as the principal agent by Transfast (Globe Foreign Exchange). 

GI Technology won NPCI’s prestigious National Payments Excellence Award 2015 of India in the category Prepaid Payment Issuers on 22 December 2015.

  • Awarded NPCI’s National Payments Excellence Award for being the largest processor of IMPS payments in India in 2014.
  • 2014 named "Winner Financial Inclusion through Innovation" at India‘s Financial Inclusion Conference
  • ICASH is the most commonly used payment method on Indian Railways (IRCTC), India's leading e-commerce site

India, the world’s 4th largest economy has experienced rapidly increasing penetration of smartphones and Internet access, therefore there is a growing need for cost-effective inbound and domestic remittance and financial inclusion services and the advent of e-commerce offerings specifically targeting the Indian market.

CEO Markus Braun: 
"Great Indian (GI) Retail Group has been at the forefront of India's dynamic and early-stage e-commerce and money remittance market for many years. Our investment into one of the region's leading payment groups secures us a strong position in one of the world's most rapidly growing electronic payment markets."

Purchase Price: 
EUR 230 million (including a capital increase of GI Technology) 
– paid in cash

Earn-Outs:
Up to EUR 110 million – linked to financial performance in the years 2015 to 2017

Financing:
Cash
Committed banking loans

Contribution: (Pls. find below more financial information in detail)
Calendar Year (31.12.)*

  • Revenues 2015: EUR 45 million
  • EBITDA 2015: EUR 7 million
  • Revenues 2016E: EUR >75 million (Growth +67% yoy)
  • EBTIDA 2016E: EUR 15 to 18 million (Growth +114% to +157% yoy) 

The fiscal year of the Company currently ends at the 31st of March and does not correspond to the calendar year.

Employees

  • More than 900 employees in offices in Delhi, Chennai, Hyderabad, Bangalore, Mumbai, Kolkata, Lucknow, Manila, Batam and Kuala Lumpur

Market growth

Rapid e-commerce growth of India – Growing from USD 17 billion at present India’s e-commerce industry iCAGR of 35%, to cross the USD 100 billion mark by 2020 (Assocham-Pricewaterhouse Coopers, 2015)

  • Growth based on Early stage and strong developing e-commerce market
  • Highly scalable business model
  • Growth of electronic money remittance service

    • Money remittance through Business Correspondents were growing at a CAGR of 120.5% from 2008 to 2013 (Ken Research 2015)
    • Domestic money remittance through mobile wallets is expected to grow at a CAGR of 137% until 2018 (Ken Research 2015)

  • Increasing usage of smartphones and internet access 

Further market insights India

Strategy:

  • Stake in one of the world´s fastest growing e-commerce market
  • Investment in global growing prepaid issuing business
  • To apply for the PBL of India (Payments bank license) of Reserve Bank of India lifting the business from closed/ semi closed loop issuing to the next step to an open-loop-issuing license
  • To further expand business into other Asian markets (besides current presence in India and Phillipines)
  • Cross-selling opportunities of Wirecards technology/ products

The National Payments Corporation of India (NPCI) ranks GI Technology as number one bank’s remitter among 123 members, as of 06th October 2015.GI Technology is a licensed Prepaid Payment Instrument (PPI) issuer and in recognition of the company's market position, governance and financial strength, the company was recently granted a Money Transfer Service Scheme (MTSS) license by the Reserve Bank of India. Holding a majority stake in a licensed financial services company in India, enables Wirecard to introduce further innovative services to the Indian market using Wirecard’s technology as well as to gradually extend the licenses held by GIT to enable the acceptance and issuance of open loop payment instruments in the future. 

Hermes operates a nation-wide network of contracted yet independent agents, which rely on Hermes’ Internet-based SmartShop software at their POS to offer one or multiple of the services supported by SmartShop, including the payment of utilities, the reservation and payment of transport tickets (train, flight, bus) or the domestic remittance of funds using GIT’s ICASHCARD domestic remittance solution. Not every agent supports and uses every service offered by the SmartShop platform. 

It is important to understand that the agent network of Hermes in combination with the PPI license held by GIT are the true differentiators in the positioning of the companies in the Indian market. 

While many companies struggle in India's highly competitive mobile money market, Hermes and GIT have chosen to focus on operating a profitable agent-centric business model, which does not require the high customer acquisition, retention and activation costs (e.g. no online purchases subsidised by the wallet operator) of wallets relying on a mobile-only strategy. Instead of online or mobile marketing, GIT and Hermes predominantly rely on the personal contacts and network of Hermes’ agents across India and their relationship with their immediate community to attract consumers and to drive remittance and purchasing transaction volumes. 

Main Brands:

  • iCASHCARD: 
    licensed Prepaid Payment Instrument (PPI) issued by GI Technology
  • India´s number one domestic (Immediate Payment Service - IMPS) remittance instrument
  • India´s leading semi-closed-loop payment instrument on IRCTC (one of largest e-commerce sites in Asia-Pacific)
  • Accepted at more than 10,000 e-commerce sites in India (such as eBay, AirAsia, Bookmyshow and IRCTC (Indian Railways website))
  • Serving over 200,000 people daily
  • Rechargeable with cash on a mobile or over the Internet

 

Follow The SmartShop on Twitter

  • The SmartShop: Retail assisted e-commerce Agent network to solve India´s last-mile-problem in e-commerce
  • Offers access to e-commerce to population without internet access
  • Transfers cash into electronic money
  • Agent assisted service delivery model (more than 150,000  agents in India and Philippines)
  • Addressing rural and urban areas (limited access to internet and banking services)

Main products/services offered:

  • Combination of innovative technology and agent-assisted service delivery
  • Unique multi-channel platform to deliver a wide range of commerce offerings and financial services
  • Virtual semi-closed-loop prepaid wallet to make one-time e-commerce transactions
  • E-commerce offerings and financial services in rural and urban areas
  • Money remittance

History:

  • 2006: Foundation
  • 2006: Issuing of prepaid payment instruments
  • 2009: Regulated by the Reserve Bank of India (RBI) as a Prepaid Payment Instrument issuer
  • 2013: An update of the company’s Memorandum of Association happened in 2013 in accordance with changes in the regulatory environment reflected in the company’s act and with the company’s entrance into the remittance market

Competition:
Comparable peers consist of companies such as PayTM, Oxigen, Suvidha or ITZCash. We would advise comparing the past financial performance, IMPS/NPCI ranking and agent network size of those companies when evaluating the market position of GIR’s payments activities.

Financials in detail:
The fiscal year of the company ends 31st of March and does not correspond to the calendar year.

Based on audited and consolidated financial statements the company grew at 141% in revenues from 1,109.2 mINR (15.8 mEUR) in FY13/14 (31/03) to 2,677.6 mINR (38.3 mEUR) in FY14/15 (31/03). EBITDA grew at 75% from 137.9 mINR (2.0 mEUR) in FY13/14 (31/03) to 241.4 mINR (3.4 mEUR) in FY14/15 (31/03).

The following projected figures correspond to the calendar year and develop as follows: For FY2015 (31/12) the company expects to grow revenues to more than 45 mEUR and EBITDA to more than 7 mEUR. For FY2016 (31/12) the company expects to grow revenues at more than 65% exceeding 75 mEUR and EBITDA at more than 100% to 15 to 18 mEUR (after integration cost).

The following table shows above figures:

Financial Advisors:
Baker Tilly Roelfs

Legal Advisors:
Osborne Clarke
BTG Legal