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Assessment of the ANZ-RBS Merger in Asia Pacific

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  • 1. An Assessment of ANZ – Royal Bank of Scotland Asia Acquisition Independent Analysis (November 2009) Author- Himanshu Bhardwaj hbhardwajconnected@gmail.com +65-9777-2364 Himanshu Bhardwaj
  • 2. Contents Slide ► Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 Proposed Merger of Operations 10 Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking Assets 21 Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 3. Australia & New Zealand Banking Group Ltd. Australia and New Zealand Banking Group Limited provides various banking and financial products and services to retail, small business, corporate, and institutional clients primarily in Australia and New Zealand. It offers transaction banking and savings products, such as term deposits, V2+, and cash management accounts; housing finance for owner occupied and investment purposes; consumer and commercial credit cards, e-payment products, personal loans, and merchant payment facilities; and motor vehicle and equipment finance, operating leases, and investment products. The company also engages in financial planning, margin lending, insurance distribution, and trustees businesses, as well as offers rural commercial and agribusiness products to customers in rural and regional Australia. In addition, Australia and New Zealand Banking Group provides working capital solutions, including lending and deposit products, cash transaction banking management, trade finance, international payments, clearing, and custodian services; risk management services in relation to foreign exchange, interest rates, credit, and Market Capitalization: AUD 56.3bn commodities, which include origination, underwriting, structuring and risk management services, and advice and Shares Outstanding: 2.5bn sale of credit and derivative products; and financing and advisory services, structured financial products, leasing, Diluted EPS: AUD 1.31 private equity finance, project finance, leveraged finance, and Dividend: AUD 1.2 infrastructure investment products. As of September 30, 2008, it operated approximately 1,346 branches worldwide. P/E: 17.1x The company was founded in 1835 and is headquartered in Dividend Yield: 5.34% Melbourne, Australia. Employees: 36,094 Source: Capital IQ/ businessweekonline.com Himanshu Bhardwaj
  • 4. Key Financial Indicators: ANZ Bank September September Income Statement - 2008 2009 (Restated) (Estimated) ANZ Values in Australian Dollars Millions September September Total Revenues 10,243 10,890 Balance Sheet - 2008 2009 Gross Profit 10,243 10,890 (Restated) (Estimated) ANZ Operating Expenses 5407 5,995 Values in Australian Dollars Millions Operating Income 4,836 4,895 Total Cash & Short 38,664 53,796 Term Investments Earnings Before Taxes 4,836 4,895 (Excluding Unusual Items) Total Current Assets 92,279 94,240 Earnings Before Taxes 4,515 4,380 Net Property, Plant & 1,592 2,062 (Including Unusual Items) Equipment Net Income 3,319 2,943 Other Items 337,758 326,889 Total Assets 470,293 476,987 Industry Total Current Liabilities 287,284 302,639 Performance Comparison Key Multiple Scale Total Other Liabilities 156,519 141,984 Indicator Low High Total Preferred Equity 871 871 Return on Assets 0.62% Total Common Equity 25,619 31,493 Profitability Return on Equity 10% Total Equity 26,490 32,364 Margin SG&A Margin 50.35% Analysis Total Liabilities & 47,0293 476,987 Equity Total Revenue 6.32% Growth Tangible Book 26.41% (year-on-year) Value Diluted EPS - Before Extra 20.11% Source: Capital IQ/ businessweekonline.com Himanshu Bhardwaj
  • 5. Road Ahead: ANZ Bank Earnings Estimate : ANZ Fiscal Stimulus as a % of GDP ANZ Bank: “Focused Approach with Super Regional Strategy” With a Robust Balance Sheet, Positive Investor Confidence and Strong Economic Fundamentals, ANZ Bank will be aggressive in the next 2 years with its Retail Banking, Wealth Management and Institutional Banking operations. The growth will be a function of geographic expansion through M&A and Joint Ventures, alongside new product offerings Budget Surplus, 2008 Strategic Growth Sectors Franchise/ Partnership Sectors Future Penetration Sectors Source: Capital IQ/ businessweekonline.com and ANZ Investor Relations Pac Himanshu Bhardwaj
  • 6. Contents Slide Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 ► Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 Proposed Merger of Operations 10 Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking Assets 21 Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 7. Royal Bank of Scotland Group plc The Royal Bank of Scotland Group plc, through its subsidiaries, offers banking and financial services to personal, commercial, corporate, and institutional customers worldwide. It operates in four divisions: Global Markets, Retail Markets, RBS Insurance, and Manufacturing. The Global Markets division provides debt and equity financing, risk management, and investment services; and global payments, cash and liquidity management, trade finance, merchant acquiring, and commercial card products and services. The Retail Markets division offers retail, commercial and corporate banking, and wealth management services under the Royal Bank and NatWest brands in the United Kingdom; retail and corporate banking services under the Citizens and Charter One brands in the United States; retail and commercial banking services in Europe and the Middle East; and affluent banking, cards and consumer finance, business banking, and international wealth management services under the RBS Coutts brand in Asia. The RBS Insurance division sells and underwrites general insurance, Market Capitalization: GBP 2,100bn primarily motor insurance, property insurance, and commercial insurance under the Direct Line, Churchill, Shares Outstanding: 56.4bn Privilege, Green Flag, and NIG brands. It offers its retail and SME insurance over the telephone and Internet, as well as Diluted EPS: GBP -1.42 through brokers and partnerships. The Manufacturing division Dividend: NIL provides operational technology, customer support in telephony, account management, lending and money P/E: 100x transmission, global purchasing, property, and other services. Dividend Yield: NIL The company was founded in 1727 and is headquartered in Edinburgh, the United Kingdom Employees: 199,600 Source: Capital IQ/ businessweekonline.com Himanshu Bhardwaj
  • 8. Key Financial Indicators: RBS January January January January 2009 2008 2009 2008 (Estimated) Balance Sheet - RBS Income Statement - (Restated) (Restated) (Estimated) RBS Values in British Pounds Values in British Pounds Millions Millions Total Revenues 28,110 17,882 Total Cash & Short Term 607,462 322,851 Investments Gross Profit 28,110 17,882 Total Current Assets 936,698 1,323,002 Operating Expenses 18,458 24,525 Net Property, Plant & 15,314 15,081 Operating Income 9,652 -6,643 Equipment Earnings Before Taxes 9,652 -6,643 Other Items 281,355 740,718 (Excluding Unusual Items) Total Assets 1,840,829 2,401,652 Earnings Before Taxes 9,832 -40,667 (Including Unusual Items) Total Current Liabilities 1,287,392 1,267,565 Earnings from Discontinued -76 3,971 Total Other Liabilities 499,016 1,073,374 Operations Total Preferred Equity 1,383 1,834 Net Income 7,549 -23,541 Total Common Equity 53,038 58,879 Total Equity 54,421 60,713 Industry Performance Comparison Total Liabilities & Equity 1,840,829 2,401,652 Key Multiples Scale Indicator Low High Earnings Estimate : RBS Return on Assets -1.44% Profitability Return on Equity -46.21% Margin Analysis SG&A Margin 127.06% Total Revenue -23.34% Growth Tangible Book Value 106.35% (year-on-year) Diluted EPS Before Extra -459.54% Source: Capital IQ/ businessweekonline.com Himanshu Bhardwaj
  • 9. Evasive Measures: RBS Decides on Core Business Divisions Global Banking & Markets is a leading Global Transaction Services ranks banking partner to major corporations among the top five global transaction and financial institutions around the world, services providers, offering global providing an extensive range of debt and payments, cash and liquidity management, equity financing, risk management and and trade finance, United Kingdom and investment services to its customers. The international merchant acquiring and division is organized along seven principal commercial card products and services. business lines: money markets; rates flow It includes the Group’s corporate money trading; currencies; commodities, equities; transmission activities in the United credit markets and portfolio management Kingdom and the United States & origination Corporate is a provider of banking, Wealth provides domestic finance, and risk management services and international private banking to the corporate and SME sector. The Royal Bank and investment services through It offers a full range of banking primarily RBS Coutts products and related financial services of Scotland through a nationwide network of relationship managers, and also through telephone and internet channels. Insurance sells and underwrites The product range includes asset finance retail and SME insurance over the telephone and internet, as well as through brokers and partnerships. Its brands include W eather the Storm: Retail offers a comprehensive range of banking products and related financial Direct Line, Churchill and Privilege, which sell general insurance products direct to the customer, as well as Green Flag and NIG. Management of RBS Through its international division, RBS services to the personal market. It serves decided to focus on core customers through the RBS and other Insurance sells general insurance, business divisions and allied networks of branches and ATMs mainly motor, in Germany and Italy. assets, in February across the globe, and also through The Intermediary and Broker division sells 2009 telephone and internet channels general insurance products through independent brokers Source: 6-k Filing of the RBS with the SEC, USA Himanshu Bhardwaj
  • 10. Contents Slide Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 ► Proposed Merger of Operations 10 Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking Assets 21 Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 11. RBS Assets in Asia, part of the Proposed Merger with ANZ Global Banking & Markets is a leading Global Transaction Services ranks banking partner to major corporations among the top five global transaction and financial institutions around the world, Philippines Vietnam services providers, offering global providing an extensive range of debt and Taiwan payments, cash and liquidity management, equity financing, risk management and and trade finance, United Kingdom and investment services to its customers. The Debt Financing international merchant acquiring and division is organized along seven principal Risk Management commercial card products and services. business lines: money markets; rates flow Investment Services It includes the Group’s corporate money trading; currencies; commodities, equities; Global Payments Cash & Liquidity Mgmt transmission activities in the United credit markets and portfolio management Kingdom and the United States & origination Wealth provides domestic A NZ’s vision of The Royal Bank and international private banking and investment services through primarily RBS Coutts becoming a ‘Leading of Scotland Super Regional Bank’ was the background to its 7 month discussions with RBS, on acquiring its Indonesia retail banking assets in Asia. The Infrastructure, Hong Kong 2.2 Million Customer Base Human Capital and Assets Retail offers a comprehensive range of Over 50 Branches Over 80 ATM’s Under Mgmt, associated banking products and related financial Singapore Assets of USD 3.6bn services to the personal market. It serves with the assets would be Over 5,400 employees customers through the RBS and other a part of the proposed allied networks of branches and ATMs Taiwan deal across the globe, and also through telephone and internet channels Source: Company Press Releases: RBS & ANZ Himanshu Bhardwaj
  • 12. Salient Features of the Proposed Merger 54 Branches, USD 3.2bn loan portfolio, USD 7.1bn in deposits serving a client base of over 2 million. As of December 31, 2008, Assets the operations on block generated a profit of USD 156mn on sales of USD 4.6bn and an asset base of over USD 3.6bn ANZ’s Accelerated Growth Strategy In line with the ANZ’s growth strategy of organic and strategic A ssets put on ANZ Vision expansion, as it intensifies its geographic presence in Greater China, South East Asia and Indochina regions divesture include Retail & Commercial Banking Over 9% premium of USD 50 million on the recapitalized net Premium tangible value of the assets under management; operations in Taiwan, RBS shareholders will be reasonably happy Hong Kong, Singapore, and Indonesia and the The merger is expected to be Cash EPS accretive within 2 onshore Global Banking Earnings years of post-completion & Markets (GBM) and Global Transaction Services (GTS) 100% cash transaction, funded by ANZ’s recent institutional operations in the Funding share placement and share purchase plan. Historically, Philippines, Vietnam landmark transactions such as that of ABN AMRO were highly leveraged and Taiwan (excluding securities) Key Transitional Services Agreement and Retention Agreements Agreements are in place with key RBS employees. A Product Supply Agreement has also been framed between ANZ and RBS Source: Deal Info from Company Press Releases and RBS:6-k filed with the SEC, USA Himanshu Bhardwaj
  • 13. Investor’s Confidence in ANZ Corporate Actions: Approval of the Proposed Deal A ustralia & New Zealand Banking Group Ltd. (ASX: ANZ) and PT ANZ Panin Bank signed an agreement to acquire Retail, Wealth and Commercial Businesses in Asia from Royal Bank of Scotland Group plc (LSE: RBS) for USD 550 million on August 4, 2009. This sale to ANZ follows the completion of the strategic review and the announcement on February 26, 2009 that RBS was to dispose of its Retail & Commercial ANZ prices jumped over 9% With RBS and ANZ inking the as speculation broke within deal, ANZ shares saw a rally businesses across Asia. the investors, who in purchase, with an welcomed the initial stages estimated 113% rise in of discussion volume traded. Source: ANZ Pricing from Bloomberg and Deal info from Capital IQ (S&P) Himanshu Bhardwaj
  • 14. Contents Slide Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 Proposed Merger of Operations 10 ► Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking Assets 21 Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 15. Assessment of Assets Divested by RBS: Greater China Hong Kong Established in 1970 Retail & Commercial 220 Staff 6 Branches H ong Kong assets of Full License - corporate and personal banking, including Customer Base: 30,000 Source: Merger Documents: ANZ/ RBS RBS will aid ANZ to domestic & foreign currency scale up its presence lending, private banking Fx, Deposits@ USD 1.6bn with a greater access to trade finance a distribution network. Apart from building on Hub for NE Asia regional business and APEA institutional its retail banking, ANZ may also concentrate on a robust wealth Priority Assessment for management business. ANZ utilizing the RBS In conjunction with the Assets in Hong Kong ANZ vision for Greater China, Hong Kong will Priority be a hub for its Branch & Provides Enlarged expansion strategically Distribution Base for Customer Network Wealth Base for Business Greater China Commercial Proposition Himanshu Bhardwaj
  • 16. Assessment of Assets Divested by RBS: Greater China (contd) Taiwan Retail & Commercial Established in 1980 60 Staff 21 branches, over 16 licenses T aiwan assets will Wide variety of individual, Customer Base: 1.3mn Source: Merger Documents: ANZ/ RBS benefit ANZ with a corporate and commercial, greater market trade finance and foreign Deposits@ USD 2.7bn participation through the exchange services global banking and Institutional Banking, access to global transaction Global Banking & Markets & services of RBS. Apart Global Transaction Services from building the institutional business, ANZ will have a bigger Priority Assessment for role to play in the retail ANZ utilizing the RBS banking and wealth Springboard Assets in Taiwan management businesses. for institutional Enlarged Priority In conjunction with its growth though Customer global markets Base for Provides Retail Banking China vision, Taiwan will Base for & global Greater China can be beefed aid ANZ in leapfrog Wealth transaction Commercial up with a competition into Greater services Business scalable credit Proposition China organically cards market Himanshu Bhardwaj
  • 17. Assessment of Assets Divested by RBS: Indochina Vietnam Established in 1993 580 Staff Institutional Banking, access to V ietnam assets will 9 branches & transaction offices in Hanoi & Ho Chi Minh city Global Banking & Markets & Global Transaction Services Source: Merger Documents: ANZ/ RBS benefit ANZ’s Locally incorporated, leading 1 branch with a Customer Base institutional banking of 60 representing a deposits@ and access to RBS foreign bank in Vietnam USD 45mn global banking and Subsidiaries and JV’s such as- global transaction Sacombank: 2005 (10% stake) services. Under this Saigon Securities: 2007 (18% stake) umbrella, ANZ will acquire services such as cash and liquidity Priority Assessment for management for ANZ utilizing the RBS corporate clients, debt Assets in Vietnam Springboard financing and risk Priority for institutional management growth though global markets & global transaction services Himanshu Bhardwaj
  • 18. Assessment of Assets Divested by RBS: South East Asia Singapore Established in 1974 Retail & Commercial S ingapore assets will Full Wholesale Banking License Over 520 employees 5 branches Source: Merger Documents: ANZ/ RBS qualify ANZ for a full Customer Base: 350,000 banking license that will Hub for S&SE Asia enhance its offshore regional business, Deposits@ USD 1.9bn retail and wealth Retail & Wealth Asia Pacific, management businesses. Operations & Technology The RBS assets are deem fit for ANZ’s onshore wealth Priority Assessment for management business ANZ utilizing the RBS expansion. The deposits Assets in Singapore and assets under management will act as Strategic fit for Propel the Priority a catalyst to increasing application of Onshore Excellent liquidity stand for ANZ’s Full Banking Wealth Liquidity institutional banking License Management support for Business Institutional growth Himanshu Bhardwaj
  • 19. Assessment of Assets Divested by RBS: South East Asia (Contd) Indonesia Established in 1973 Retail & Commercial Over 480 employees I ndonesian RBS assets 9 branches in Jakarta, 20 branches Customer Base: 450,000 Source: Merger Documents: ANZ/ RBS coupled with ANZ’s long Surabaya, Medan & Semarang standing presence will Deposits@ USD 0.8bn provide an impetus on Subsidiaries and JV’s such as- accelerating its retail PT ANZ Panin: 1993 (85% stake) PT Panin Bank (38% stake) banking and wealth management presence. A strong partnership with PT Panin Bank, backed Priority Assessment for by the recent acquisition ANZ utilizing the RBS of a further 8.4% stake Assets in Indonesia for USD 144mn, gives a strong indication of Acceleration of Priority ANZ’s focus on the Retail Banking Indonesian markets & Wealth Mgmt Opportunity offerings of increasing the Credit Card penetration Himanshu Bhardwaj
  • 20. Assessment of Assets Divested by RBS: South East Asia (Contd) Philippines Established in 1990 Over 60 employees Institutional Banking, access to P hilippines assets will Full service commercial bank specializing in corporate banking, Global Banking & Markets & Global Transaction Services Source: Merger Documents: ANZ/ RBS benefit ANZ’s trade finance, international 1 branch with a Customer Base institutional banking of 100 representing a deposits@ remittances and treasury and access to RBS USD 40mn global banking and Subsidiaries and JV’s such as- global transaction Metrobank Card Corp.: 2003 services. Under this (40% stake) umbrella, ANZ will acquire services such as cash and liquidity Priority Assessment for management for ANZ utilizing the RBS corporate clients, debt Springboard Assets in Philippines financing and risk Priority for institutional management growth though global markets & global transaction services Himanshu Bhardwaj
  • 21. Contents Slide Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 Proposed Merger of Operations 10 Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking ► Assets 21 Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 22. Historical M&A in the Retail Banking Space (2007-09) Date Target Acquirer Deal Summary Geographic Integration Post Merger Company Expansion of Assets Performance April 2007 ABN AMRO Royal Bank of The Consortium acquired ABN AMRO Holding N.V. Scotland Group Holding N.V. from Children's Investment plc, Fortis Fund Management (UK) LLP and other SA/NV, Banco shareholders for USD 99.17bn Santander SA October RBTT Royal Bank of The acquirer paid USD 2.22bn for 2007 Financial Canada acquiring RBTT Financial in the Holding Caribbean. The retail operations of the target were one of the biggest in the region. October Banco Popular Prosperity Bank The six retail banking branches were 2007 North successful integrated into Prosperity America, Six Bank’s Houston operations for an Retail estimated USD 104.29mn Branches In Houston April 2008 Fremont CapitalSource The acquirer entered into an agreement Investment & Inc. to purchase substantially all of Fremont Loan, 22 Investment & Loan's assets which Retail include the participation interest in Banking certain previously sold commercial real Branches estate loans, the assumption of all the Fremont's deposits and the acquisition of all the Fremont's branches for an estimated USD105.2mn Represents the Degree of Success Himanshu Bhardwaj
  • 23. Historical M&A in the Retail Banking Space (2007-09) (contd) Date Target Acquirer Deal Summary Geographic Integration Post Merger Company Expansion of Assets Performance July 2008 Tesco Tesco PLC The acquirer offered to take up the Personal remaining 50% stake in Tesco Personal Finance Ltd. Finance from Royal Bank of Scotland for an estimated USD 1.9bn. The focus of the acquisition was on the retail operations September Bradford & Abbey National The acquirer agreed to pay USD 1.1bn 2008 Bingley plc, plc to Bradford & Bingley plc for its £20 Retail billion retail deposit base and Bradford Deposits and & Bingley's direct channels including Branch 197 retail branches, 141 agencies and Network related employees October Wachovia Wells Fargo & The acquirer agreed to acquire Wells 2008 Corporation Company Fargo’s businesses and obligations, including its preferred equity and indebtedness, and all its banking deposits for an estimated USD 15.12bn January PT Bank Pan Australia & New The acquirer additional 8.4% stake in 2009 Indonesia Zealand Banking PT Bank Pan Indonesia Tbk from Tbk Group institutional investors for approximately USD 115 mn 3/4th of the M&As fail to reach financial or operational synergies. The largest M&A in the banking industry, the ABN AMRO acquisition being a latest casualty, which lead to a demise of the acquirers in a span of 15 months. However, it can be ascertained, that acquisition of regional assets and operations proves more synergistic and leads to greater growth Represents the Degree of Success Himanshu Bhardwaj
  • 24. Contents Slide Retail Banking Conglomerates: Australia & New Zealand Banking Group Ltd. 2 Retail Banking Conglomerates: The Royal Bank of Scotland Plc 6 Proposed Merger of Operations 10 Assessment of Assets Divested : Deep Dive 14 Historical Deals : Acquisition of Retail Banking Assets 21 ► Strategic Assessment of the Merger 24 Himanshu Bhardwaj
  • 25. Opportunity Assessment on Emerging Market Segments C ompetitive Benchmarking: A Strategic Assessment of the ANZ Assets performance, post amalgamation with the RBS operations in Asia. The matrix represents the Market Penetration of the respective assets vis-à-vis the growth potential in each geography Himanshu Bhardwaj
  • 26. Financial Benchmarking of ANZ and RBS Operations - Asia Financial Positions Net Loans & Advances (in AUD mn) ANZ Group AUD 356,800mn F inancial RBS Asia ANZ Asia Pacific AUD 3,996mn AUD 22,583mn 2000 628 1,761 774 987 Benchmarking of 1000 501 the RBS assets 127 acquired, vis-à-vis Customer Deposits 0 those of ANZ Asia ANZ Group AUD 226,444mn RBS Asia ANZ Asia Pacific Pacific and ANZ Group respectively; RBS Asia AUD 8,880mn Operating Income Operating Expense Profit Before Provisions provides a strong ANZ Asia Pacific AUD 29,623mn synergistic overview of the deal. Financial Positions Risk Weighted Average Assets (in AUD mn) ANZ will stand to ANZ Group AUD 280,882mn benefit, with a 23% increase in RBS Asia AUD 8,014mn 12,588 20,000 customer deposits, ANZ Asia Pacific AUD 39,375mn 6085 6503 a 15% increase in 10,000 net loan and advances, alongside Customers 0 a whopping 66% ANZ Group ANZ Group 6 Million increase ready customer base. RBS Asia 2 Million Operating Income Operating Expense ANZ Asia Pacific 1 Million Profit Before Provisions Source: Merger Documents: ANZ Himanshu Bhardwaj
  • 27. Thank You Himanshu Bhardwaj