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    April 9th, 2016

    Valuation Report for BM&FBovespa

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    1

    Table of Contents

    Section 1 Executive Summary  2

    Section 2 UBS Information and Declarations  10

    Section 3 Cetip  16

    3.A Company and Sector Overview

    3.B Valuation

    Section 4 BM&FBovespa  36

    4.A Company and Sector Overview

    4.B Valuation

    Appendix A Selected Comparable Companies for Cetip and BM&FBovespa  50

    Appendix B Selected Analyst Estimates for Cetip  56

    Appendix C Selected Analyst Estimates for BM&FBovespa  58

    Appendix D Additional Materials  60

    Appendix E Glossary  63

    Appendix F Disclaimer  65

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    Executive Summary

    Section 1

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    In the context of the corporate reorganization involving BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBovespa") and Cetip S/A – Mercados Organizados ("Cetip") that may result in among other things, the acquisition of Cetip shares by BM&FBovespa and an issuance of shares of

    BM&FBovespa to Cetip shareholders, which the terms and conditions were disclosed to the market on April 8, 2016 (the "Transaction"), UBS Brasil Serviços deAssessoria Financeira Ltda. ("UBS") was hired by BM&FBovespa to prepare a valuation report (the "Valuation Report")

    This Valuation Report was prepared in accordance with the applicable regulation and following market practices of evaluating companies and shall be usedexclusively for the benefit of the BM&FBovespa's Board of Directors in the sole purpose of enabling them to evaluate the Transaction

    In this Valuation Report, Cetip and BM&FBovespa share prices were assessed according to the following criteria:

    Cetip

    • Shareholders' equity book value per share as of December 31 st, 2015

    • Volume weighted average price ("VWAP")

     –  in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning onNovember 3rd, 2014

     –  in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October3rd, 2015

     –  from November 3rd, 2015 (the day of the First Material Fact regarding the transaction) and April 5th, 2016

    • Discounted Cash Flow method ("DCF")

    • Selected trading multiples methodology

    BM&FBovespa

    • Shareholders' equity book value per share as of December 31 st, 2015

    • Volume weighted average price ("VWAP")

     –  in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning onNovember 3rd, 2014

     –  in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October3rd, 2015

     –  from November 3rd, 2015 (the day after the First Material Fact regarding the transaction) and April 5th, 2016

    • Selected trading multiples methodology

    Except as otherwise stated, all financial information used was prepared according to the International Financial Reporting Standards ("IFRS")

    UBS’s analysis does not include all of the pertinent information to determine the appropriateness of the transaction to BM&FBovespa and Cetip¹

    Introduction

    Note:1 This Valuation Report does not consider the potential value of synergies, the value of instruments or other elements of the transaction structure, nor any benefits or disadvantages of the

    transaction

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    On November 3rd, 2015, BM&FBovespa informed the market that it had engaged in preliminary discussions with Cetip to present their respective Boards ofDirectors with a proposal for the combination of both companies ("First Material Fact")

    on November 13th, 2015, BM&FBovespa informed the market that a non-binding proposal was approved by its Board of Directors consisting on a valuationof R$39.00 per Cetip share (which represented a 15.5% premium compared to Cetip's closing price on October 30th, 2015¹) via a minimum 50% cash andmaximum 50% stock transaction

    On December 4th, 2015, BM&FBovespa informed the market that it had received correspondence sent by the Board of Directors of Cetip expressing that the non-binding proposal for the combination of the two companies sent by BM&FBovespa did not represent the fair value of Cetip

    On February 19th, 2016, BM&FBovespa informed the market that its Board of Directors approved the presentation, to the Board of Directors of Cetip, of abinding proposal for the combination of the operations of the companies

    the binding proposal described the terms of a corporate reorganization and adjustment of the previous proposal to R$41.00 per Cetip share, which was toconsist in a payment of 75% cash (R$30.75) and 25% stock (R$10.25) with an exchange ratio of 0.8991 ordinary BM&FBovespa's shares for each Cetipshare. Based on this exchange ratio, the current shareholders of Cetip would own 11.8% of BM&FBovespa’s capital stock after the transaction²

    the amount to be paid in cash would be subject to adjustment to the Certificado de Depósito Bancário—Interbank Deposit Certificate ("CDI") from the dateof the general shareholder's meeting of Cetip that would approve the transaction until the date of effective payment of the amount to Cetip's shareholders

    On March 2nd, 2016, BM&FBovespa received a communication from Cetip's Board of Directors deciding:

    not to accept, in the specific terms presented, the proposal for the acquisition of Cetip's shares submitted by BM&FBovespa on February 19th, 2016

    to authorize its financial and legal advisors to initiate discussions about the proposed transaction; and

    to authorize the signing, by Cetip’s Management, of a confidentiality agreement related to the aforementioned discussions

    Transaction Background

    Source: BM&FBovespa's Material FactsNotes:1 Last day of trading prior to the release of the material fact related to the discussions about a potential combination, adjusted for dividends declared on November 4, 20152 The amount of R$ 11.40 per BM&FBovespa share was used, which is the closing price as of October 30, 2015, date that preceded the disclosure of the First Material Fact regarding the transaction

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    On April 8th, 2016, BM&FBovespa and Cetip published a joint material fact announcing a new offer with a floor for Cetip of R$42.00/share and a cap ofR$48.51/share. According to the material fact terms, BM&FBovespa and Cetip shareholders will vote to approve a corporate reorganization in which

    BM&FBovespa will own all the shares issued by Cetip and Cetip shareholders will receive (i) shares of BM&FBovespa in an exchange ratio of 0.8991x for each

    Cetip share (“Reference Exchange Ratio”) and (ii) R$30.75 in cash (the “Original Reference Value of the Cash Portion”), to be paid in a lump sum no later thanforty (40) days after all regulatory approvals required by the legislation have been obtained (“Financial Settlement Date”) 

    the Original Reference Value of the Cash Portion will be subject to adjustment by the variation in the CDI ("Adjusted Cash Portion") (a) between April 8th,2016 and the Financial Settlement Date, inclusive, if the call for its General Shareholders Meeting to discuss the Transaction is disclosed by CETIP via CVM’ssystem by April 15, 2016, so such meeting is held until May 16, 2016 (on first call); or (b) between the date of the General Shareholders Meeting of CETIPthat approves the Transaction and the Financial Settlement Date, if the call for the General Shareholders Metting of Cetip to deliberate on the Transaction isdisclosed via CVM's system after April 15, 2016

    the Adjusted Cash Portion and Reference Exchange Ratio will be adjusted to reflect any dividends, interest on capital and other corporate actions declared

    and paid by BM&FBovespa between November 4, 20151 , and the date of computing the shareholder base (ex-date) up to the Financial Settlement Date,inclusive (“BM&FBovespa’s Corporate Actions”). The Reference Exchange Ratio will be ajusted so that the product of (i) a new exchange ratio (“Corporate

    Actions Adjusted Exchange Ratio”) and (ii) the result of subtracting (a) BM&FBOVESPA’s Corporate Actions from (b) R$11.40 is always kept constant atR$10.25

    Corporate Actions Adjusted Exchange Ratio on April 8 th, 2016, was at 0.9358x and the value of the Adjusted Cash Portion was R$29.90

    the value of the stock component to be received by Cetip’s shareholders is subject to a minimum of R$11.25 and maximum of R$17.76

    for the purposes of adjustments in the stock component, BM&FBovespa share price ("Average Closing Price") will be calculated using the closing price ofthe 30 trading days prior to the Financial Settlement Date

    final transaction structure regarding cash and stock components will be based on 2 scenarios:

    (i) if the product of the Adjusted Exchange Ratio and the Average Closing Price ("Adjusted Price") is higher than the R$17.76, the R$30.75 of cash

    component will be fixed and the Adjusted Exchange Ratio will be proportionally reduced (“Reduced Exchange Ratio”) until the product of the ReducedExchange Ratio and the Average Closing Price is R$17.76

    (ii) if the Adjusted Price is lower than R$11.25, the R$30.75 of cash component will be raised by an additional amount ("Additional Amount") until itequals 85% of the total amount to be paid to Cetip's shareholders

    the Additional Amount will be equal to the amount required to equal R$11.25 by adding the Additional Amount to the Adjusted P rice

    if, after fixing the cash component at 85% of total amount to be paid to Cetip's shareholders, the R$11.25 threshold is not achieved, the AdjustedExchange Ratio will be raised to a new exchange ratio (“Augmented Exchange Ratio”) until the sum of (a) product of the Augmented ExchangeRatio and the Transaction Price and (b) Additional Amount equals to R$11.25

    Transaction Background (cont'd)

    Source: BM&FBovespa's Material FactsNote:1 BM&FBOVESPA declared interest on capital (IoC) of R$ 0.1765 per share on November 13, 2015, and R$0.2525 per share on December 10, 2015. CETIP declared corporate actions of R$0.3326 per share on November 4, 2015, R$0.0994 per

    share on December 18, 2015, R$0.3194 per share on March 2, 2016, and R$0.0843 per share on March 15, 2016

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    Cetip: Description of Valuation Methodologies Stated HereinUBS has performed a multi-approach valuation of Cetip's shares based on different criteria: discounted cash flow, volumeweighted average price, book value and selected trading multiples analysis¹

    Description Relevance

    VWAP

    Average of the daily prices for Cetip weighted by the daily volumes

    from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to FirstMaterial Fact)

    from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to FirstMaterial Fact)

    from November 3rd, 2015 to April 5th, 2016

    Daily share price of Cetip calculated as average of the prices of each trade,weighted by the volume of traded shares

    This methodology takes into account current market value of thecompany

    represents market participants' view of overall value

    given high liquidity of Cetip’s shares, the volume-weightedhistorical price of the shares is a reasonable view of thecompany's value by the market

    Book Value Shareholders’ equity according to Cetip's balance sheet under IFRS as of

    December 31st, 2015 divided by the total number of shares excluding treasuryshares

    This methodology only takes into account historical accounting value

    of the company

    does not account for business and operating profile, excludinggrowth prospects, profitability and future return profile toshareholders

    SelectedTradingMultiples

    Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA)multiples of selected comparable companies based on consensus analystestimates for 2016E and 2017E

    Comparable companies chosen based on a number of factors includingbusiness mix, relative size and market position

    Reflects the company's value based on the valuation of comparablecompanies, without taking into consideration all of the company-specific characteristics

    Represents two of the most common valuation multiples forexchanges used by equity investors and research analysts

    DiscountedCash Flow(DCF)

    Analysis based on long term financial projections of the company

    Calculated based on discounted unlevered cash flows to firm and as a stand-alone basis

    No potential synergies arising from the transaction were considered

    Reflects the best estimates of BM&FBovespa as to the expectedfuture financial performance of Cetip

    Captures company's expected performance in the short, mediumand long term

    Identifies key value creation factors and allows evaluation of thesensitivity to each of these factors

    Projections may be affected by subjective considerations

    Note:1 UBS based its analysis and valuation of Cetip exclusively with information publicly available to the market or directly provided by BM&FBovespa

    Relevance = Very high = High = Moderate = Low = Very Low

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    VWAP

    Nov 3, 2014to

    Nov 2, 2015

    Oct 3, 2015to

    Nov 2, 2015

    Nov 3, 2015

    toApr 5, 2016

    Book Value

    SelectedTrading

    Multiples

    EV / EBITDA

    P / E

    DCF R$41.33

    R$37.26

    R$35.82

    R$6.53

    R$38.24

    R$34.29

    R$33.26

    R$45.45

    R$40.97

    R$39.39

    0.00 10.00 20.00 30.00 40.00 50.00 60.00

    Valuation Output for Cetip per Methodologies Herein

    Valuation Approach

    The valuation of Cetip shares herein is based on thefollowing methodologies:

    Volume Weighted Average Price

    from November 3, 2014 to November 2, 2015(1 year VWAP to First Material Fact)

    from October 3, 2015 to November 2, 2015 (1month VWAP to First Material Fact)

    from November 3, 2015 to April 5, 2016

    Book value book value per share as of December 31, 2015

    Selected Trading Multiples

    indicative range of 2016E and 2017E EV /EBITDA and P / E trading multiples based onselected comparable companies1 

    Discounted Cash Flow

    free cash flow to the firm and utilizing aperpetuity growth rate for terminal value post2025

    A variety of relevant methodologies may be

    appropriate. For purposes of this Valuation Report,DCF was adopted as the most relevant methodologygiven that it reflects BM&F's best estimates ofexpected future financial performance of Cetip

    the valuations herein DO NOT reflect thepotential impact of transaction synergies,nor other transaction benefits ordisadvantages included in the transactionstructure

    Note:1 Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, Deutsche Boerse, Intercontinental Exchange, Singapore Exchange and TMX Group

    Valuation Output for Cetip Share Price (R$ per share)

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    BM&FBovespa: Description of Valuation Methodologies Stated Herein

    UBS has performed a multi-approach valuation of BM&FBovespa's shares based on different criteria: volume weightedaverage price, book value and selected trading multiples analysis

    Description Relevance

    VWAP

    Average of the daily prices for BM&FBovespa weighted by the daily volumes

    from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to First MaterialFact)

    from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to First MaterialFact)

    from November 3rd, 2015 to April 5th, 2016

    Daily share price of BM&FBovespa calculated as average of the prices of each trade,weighted by the volume of traded shares

    This methodology takes into account the market value of the company

    represents market participants view of overall value

    given high liquidity of BM&FBovespa's shares, the volume-weightedhistorical price of the shares is a reasonable view of the company's valueby the market

    Stock consideration for the transaction will be paid with liquid shares

    BM&FBovespa is the 6th most liquid stock¹ in Brazilian market with a highlydispersed shareholder base

    VWAP captures market's best view of fair value and it's less a biasedmethodology because company is a true corporation

    Based on the Reference Exchange Ratio, the largest shareholder of Cetip willown 1.4%² of the combined company that represents 1.1 days of trading1,2 

    Book Value Shareholders’ equity according to BM&FBovespa's balance sheet under IFRS as of

    December 31st, 2015 divided by the total number of shares excluding treasury shares

    This methodology only takes into account historical accounting value of thecompany

    does not account for the business and operating profile, excludinggrowth prospects, profitability and future return profile to shareholders

    SelectedTradingMultiples

    Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA) multiplesof selected comparable companies based on consensus analyst estimates for 2016E and2017E

    Comparable companies chosen based on a number of factors including business mix,relative size and market position

    Reflects the company's value based on the valuation of comparablecompanies, without taking into consideration all of the company-specificcharacteristics

    Represents two of the most common valuation multiples for exchanges usedby equity investors and research analysts

    Relevance = Very high = High = Moderate = Low = Very Low

    Note:1 Considering average daily volume traded in number of shares (from April 5, 2015 to April 5, 2016)2 ICE stake as of as of March 18th, 2016 (last update of Cetip's website)3 The percentage to be received in cash will not be inferior to 62.7%4 This Valuation Report does not contain all of the information required to make a determinat ion on the appropriateness, valuat ion nor structure of the Transaction and does not purport to convey a

    recommendation with respect to pursuing or not the Transaction

    • A variety of relevant methodologies may be appropriate. For purposes of this Valuation Report, Volume Weighted Average Price was adopted as the most relevant methodology

    given the transaction structure and that the company is highly traded and well covered by the market and research• The adoption of same assessment criteria for both companies is only legally required in the case of transactions between related parties, which is justified because of the concern on

    the reciprocal treatment of non-controlling shareholders of the companies involved

    • From the technical point of view (a) BM&FBovespa was evaluated by the VWAP methodology and not by DCF due to the significant portion to be paid in cash³ to Cetip'sshareholders, in addition to the fact that such shares will be delivered at market value and could be sold at any time; and (b) the exclusively valuation of Cetip using the discount cashflow method is justified because, with the conclusion of the Transaction, BM&FBovespa's shareholders will become holders of the totality of Cetip's shares, from what arises theneed to also know the future cash flows to be generated by a business that will be fully integrated to Bovespa

    Considerations on BM&FBovespa Valuation Approach4

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    VWAP

    Nov 3, 2014to

    Nov 2, 2015

    Oct 3, 2015to

    Nov 2, 2015

    Nov 3, 2015

    toApr 5, 2016

    Book Value

    SelectedTrading

    Multiples

    EV / EBITDA

    P / E R$15.43

    R$9.18

    R$10.30

    R$12.52

    R$11.67

    R$10.73

    R$16.97

    R$10.09

    5.00 8.00 11.00 14.00 17.00 20.00

    Note:1 Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, CBOE Holdings, CME Group, Deutsche Boerse, Intercontinental Exchange, Nasdaq, Singapore Exchange and

    TMX Group

    Valuation Output for BM&FBovespa per Methodologies Herein

    Valuation Approach

    The valuation of BM&FBovepa shares is based on thefollowing methodologies:

    Volume Weighted Average Price

    from November 3, 2014 to November 2, 2015(1 year VWAP to First Material Fact)

    from October 3, 2015 to November 2, 2015 (1month VWAP to First Material Fact)

    from November 3, 2015 to April 5, 2016

    Book value

    book value per share as of December 31, 2015

    Selected Trading Multiples

    indicative range of 2016E and 2017E EV /EBITDA and P / E trading multiples based onselected comparable companies1 

    A variety of relevant methodologies may beappropriate. For purposes of this Valuation Report,

    Volume Weighted Average Price was adopted as themost relevant methodology given the transactionstructure and that the company is highly traded andwell covered by the market and research

    Valuation Output for BM&FBovespa Share Price (R$ per share)

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    UBS Information and Declarations

    Section 2

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    Information Regarding UBSUBS is a global Investment Banking platform with offices in more than 50 countries, over 50 years of experience in Brazil and150 years worldwide

    Relevant ExperienceUBS has significant experience advising large companies in Brazil and globally. Among the recent transactions performed in the financial industry in Brazil,we highlight:

    Among the recent transactions performed in the financial industry worldwide, we highlight:

    Internal approval process

    UBS's internal valuation committee reviewed the analysis performed by the project team. The committee is formed by professionals with experience inM&A and financial advisory. This committee has met with the project team and discussed the main assumptions and aspects related to the valuationmethodologies presented in the Valuation Report and approved its release 

    Recent UBS Experience with Exchanges / FinTech Transactions

    July 2015€599 million

    Joint Global CoordinatorInitial Public Offering

    September 2013Undisclosed

    Minority Investment in ACE Portal

    April 2015$361 million

    Joint BookrunnerInitial Public Offering

    September 2013US$750 million

    Joint Bookrunner30-year Fixed Rate Senior Note Offering

    May 2014US$1.5 billion

    Joint Active Bookrunner

    Initial Public Offering

    June 2013A$553 million

    Sole lead manager and underwriter on EquityOffering

    February 2013$500 million

    Joint BookrunnerInitial Public Offering

    Recent UBS Brazil Experience with Transactions Involving Companies in the Financial Sector

    February 2010US$600 million

    Sole Financial Advisor Commercial and DirectInvestment into CME

    October 2009US$447 million

    Joint Global Coordinator and BookrunnerInitial Public Offering

    Pending~US$3 billion

    Global Coordinator and Financial Advisor IPO

    April 2013US$5.1 bn

    Joint Lead ManagerIPO

    March 2016€27 billion

    Financial Advisor to London Stock Exchange on itsmerger with Deutsche Börse

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    Information Regarding UBS

    Source: UBS CCS

    Experience in transactions involving Brazilian listed companies in the last 4 years

    Company Date

    December 2015

    February 2015

    April 2014

    October 2012

    August 2012

    June 2012

    January 2012

    Transaction Value

    US$187 million

    US$3.5 billion

    US$6.5 billion

    US$120 million

    Undisclosed

    US$880 million

    US$215 million

    Transaction Description

    Financial advisor to SALIC (Saudi Agricultural andLivestock Investment Company) in a private capitalincrease in Minerva SA

    Financial Adviser to British American Tobacco to acquirethe remaining stake in Souza Cruz following delistingprocess from the Brazilian Stock Exchange

    Financial adviser and fairness opinion provider toSantander Group on its voluntary offer to acquire theminority interests in Santander Brasil

    Financial Advisor to Camargo Corrêa SA to acquire theremaining stake in CCDI following delisting process fromthe Brazilian Stock Exchange

    Advised Casino in the change of control of Grupo Pão de

    Açúcar

    Advisor to Alphaville Urbanismo S.A. on the sale ofAlphaville Participações S.A. to Gafisa

    Advisor to the Independent Committee of CCR on theacquisition of three airports located in Costa Rica,Curaçao and Ecuador

    http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwj_iqjZ9OHLAhXkvIMKHeeyCFoQjRwIBw&url=http://maisculturaenoticias.blogspot.com/2013/09/abilio-diniz-deixa-o-grupo-pao-de-acucar.html&bvm=bv.117868183,d.eWE&psig=AFQjCNHOg8QGzk8xHKgEQ1U_fV85wslb7A&ust=1459204005989249https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwiEq6Sf9OHLAhUhl4MKHcY8CE0QjRwIBw&url=https://en.wikipedia.org/wiki/British_American_Tobacco&bvm=bv.117868183,d.eWE&psig=AFQjCNHlqGu1HyFOZplxWGRPIoVO1N-EGg&ust=1459203889236932http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&ved=0ahUKEwj86aHn8-HLAhVD6CYKHWOeAUAQjRwIBw&url=http://centraldefestas.com/wordpress/?page_id%3D546&psig=AFQjCNFddCY_WiU-fVciapi6F5eHUMzp6Q&ust=1459203768606202

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    UBS Team Responsible for the Valuation Report

    Vik Hebatpuria

    Managing Director — Head of Financial Technology & Services, Americas

    • Vik Hebatpuria is Head of Financial Technology & Services, Americas. Prior to joining UBS in 2013, Mr.Hebatpuria was a senior banker in the Financial Institutions Group at Credit Suisse, focusing on financialtechnology and insurance brokerage. Before joining Credit Suisse, Mr. Hebatpuria spent 5 years as a VicePresident at Marsh & McLennan developing risk management solutions related to mergers and acquisitions

    • He has worked on transactions such as: the $9.1bn sale of SunGard to Fidelity National Information Services, the€599mm IPO of Flow Traders, the $1.1bn refinancing for AlixPartners, the $361mm IPO of Virtu Financial, the$1.3bn IPO of Markit, the $1.1bn refinancing for ION Trading, the $13.5bn acquisition of BGI by BlackRock,several financings for Virtu Financial, the $300mm dividend recap for BATS Global Markets and many others

    • Mr. Hebatpuria received his MBA from the Stern School of Business at New York University, an MS inEnvironmental Engineering from the University of Cincinnati and a B.S. in Civil Engineering from VJTI, Universityof Bombay

    Jose Luis Martinez

    Managing Director — Head of LatAm M&A

    • Jose Luis Martinez is Head of UBS‘s Latin America M&A practice. Mr. Martinez joined UBS in 2016 after 20 yearsat J.P. Morgan and predecessor Bear Stearns, where he held a number of senior roles , including ManagingDirector and Head of Latin America Investment Banking at Bear Stearns from 2005 – 2008, and several regionaland industry leadership positions at JP Morgan between 2008 and 2016, including Head of Latin America Power& Utilities

    • Mr. Martinez has executed over 100 transactions, including more than US$150 billion in mergers andacquisitions as well as billions in fixed income and equity financings

    • Mr. Martinez is fluent in Spanish and Portuguese. He obtained a Bachelor of Science in Business Administrationdegree with distinction from the University of North Carolina at Chapel Hill, and an MBA with distinction fromthe Kellogg Graduate School of Management - Northwestern University

    Daniel Bassan

    Managing Director — Brazil

    • Daniel Bassan joined UBS in March 2016 as Managing Director after 5 years as Managing Director at CreditSuisse. He was resposible for the coverage of Real Estate, TMT, Metals and Mining, Financial Sponsors andEducation. Previously he worked at BTG Pactual for 11 years

    • Daniel has participated in many different transactions in M&A, equity and debt issuances and restructurings. Hismost relevant transactions include financial advisory for Vivendi in the sale of its subsidiary GVT to Telefonica,sale of IBMEC group to DeVry Education Group, Sale of Tijuca shopping Mall, Multiplan IPO, Even IPO and manyothers

    • He graduated in Civil Engineering from Pontifícia Universidade Católica Rio de Janeiro and is fluent in Portugueseand English

    Eugene Kim

    Executive Director —  Americas M&A

    • Eugene Kim joined UBS in 2006, and has over 10 years of investment banking experience. Eugene has advisedon transactions across a variety of industries, including the Financial Institutions, Real Estate, Telecom, andTechnology sectors

    • Mr. Kim has worked on transactions such as: the €21.2bn sale of Visa Europe to Visa Inc, Equifax's $1.9bnacquisition of Veda Group, Sprint's US$21.6bn sale of control to Softbank, Leucadia National Corp. ’s  $3.8bnstock-for-stock merger with Jefferies Group

    • Eugene graduated from the Wharton School at the University of Pennsylvania with concentrations in Accountingand Finance

    Gaurav Mehta

    Director — Financial Technology & Services

    • Gaurav Mehta is a Director in UBS's Financial Institutions Group specializing in Financial Technology & Services

    • Prior to joining UBS, Mr. Mehta was a Vice President in the Financial Institutions Group at Credit Suisse focusingon financial technology and specialty finance. Previously, Mr. Mehta spent five years as an Associate at Bank ofAmerica and as a consultant with a focus on the financial services sector companies

    • Mr. Mehta has worked on transactions such as: the €21.2bn sale of Visa Europe to Visa Inc., the $16.2bnacquisition of Alico by Metlife, Equifax's $1.9bn acquisition of Veda Group, the $1.3bn IPO of Markit, the$1.1bn refinancing for AlixPartners, the $923mm IPO of Air Lease, the $670mm LBO of Duff & Phelps by Carlyleand many others

    • Mr. Mehta received his MBA from the Stern School of Business at New York University and a Bachelor inTechnology in Electrical Engineering from Indian Institute of Technology Delhi

    André Laloni

    Managing Director — Head of CCS Brazil and Southern Cone

    • André Laloni joined UBS Investment Bank as Managing Director and Head of Brazil & Southern Cone for CCSbased in São Paulo. André was most recently Head of Corporate Finance for Barclays in Brazil, where he'sworked since 2009. Prior to joining Barclays, he held coverage roles at Goldman Sachs and Unibanco in Brazil,and similar roles at UBS in New York

    • His relevant advisory transactions include: Oi on five consecutive M&A divestiture assignments in the last 18months totaling ~$1.7bn, Vale on its sale of selected assets in Chile, Group 1 Automotive in its $200mmacquisition of UAB Motors, Oi on its $17.2bn corporate restructuring, Intercement in the acquisition of theremaining 67% it did not own in Cimpor ($5.4bn) and many others

    • André holds an MBA from University of Virginia, a degree in Mechanical Engineering from the Unicamp-Universidade de Campinas. He is fluent in Portuguese and English

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    UBS Team Responsible for the Valuation Report

    Anderson Brito

    Director — Brazil

    • Anderson Brito is a Director of UBS Investment Bank in Brazil. Prior to joining UBS in January 2011, he worked inthe Americas M&A Group at Standard Bank in 2010. Prior to this position he worked at the business consultingfirm Bain & Company from 2008 to 2010 as Associate Consultant

    • Mr. Brito has executed over 30 transactions, including more than R$75 billion in merger and acquisitions andcapital markets

    • Anderson holds a Bachelor of Science in Aeronautical Infrastructure Engineering from Instituto Tecnológico deAeronáutica (ITA). He is fluent in Portuguese and English

    Bradford Lo Gatto

     Associate Director — Financial Technology & Services

    • Bradford Lo Gatto is an Associate Director in UBS’s  Financial Institutions group specializing in FinancialTechnology & Services

    • Prior to joining UBS, Mr. Lo Gatto spent 7 years on the buy-side as a portfolio manager and research analyst. Hehas worked on transactions including: the €21.2bn sale of Visa Europe to Visa Inc., and the $361mm IPO ofVirtu Financial

    • Mr. Lo Gatto received his MBA with distinction from the Johnson Graduate School of Management at CornellUniversity and a Bachelor of Arts in Economics from Cornell University. He has also earned the right to use theCFA designation

    Bruno Davila

     Analyst — Brazil

    • Bruno Davila joined UBS Investment Bank in 2013. He works in the São Paulo office as an analyst in investmentbanking

    • His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment inMinerva, Financial Advisor to Grupo Colombo on the merger with GGAC

    • Bruno holds Bachelor of Business Administration from Fundação Getulio Vargas FGV—EAESP

    Mikhail Neto

     Analyst — Brazil

    • Mikhail Neto joined UBS Investment Bank in 2015. He works in the São Paulo office as an analyst in investmentbanking. Prior to joining UBS, Mikhail worked at Hyundai Glovis in the Seoul office

    • His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment inMinerva

    • Mikhail graduated in Industrial Engineering from Universidade Federal de São Carlos (UFSCar)

    UBS Brasil Serviços de Assessoria Financeira Ltda.

    Anderson Brito Bruno DavilaVik Hebatpuria Daniel BassanJose Luis Martinez Eugene KimAndré Laloni

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    UBS Declarations

    In accordance with the provision set forth in Annex III of Rule No. 361 of the Brazilian Securities and Exchange Commission ("CVM" and"CVM Rule 361", respectively), UBS declares that:

    as of March 28, 2016 UBS, its parent company and related parties, held under its discretionary management 5,271,408 shares issued byBM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros and 1,575,302 shares issued by CETIP SA - Mercados Organizados

    it does not have any commercial or credit information of any kind that can impact the Valuation Report

    does not have any conflict of interest that can reduce the independency required for the performance of its functions

    in the last 12-month period until the present date, UBS has received no remuneration from either BM&FBovespa or from Cetip (notconsidering the compensation to be received due to the issuance of this Valuation Report)

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    Cetip

    Section 3

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    Cetip

    Section 3.A

    Company and Sector Overview

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    Registration9%

    Custody28%

    Monthly Fee14%

    Auto FinancingUnit31%

    Transaction Fee11%

    Others7%

    Cetip—Company OverviewCetip is Latin America’s largest depositary of private fixed income securities and Brazil’s largest private asset clearinghouse

    2015 Gross Revenues Breakdown

    Established in 1984 as a not-for-profit by the participants of theBrazilian private fixed income market, with the support of theCentral Bank

    Became a public company in 2009; its shares are traded onBM&FBovespa under ticker symbol CTIP3; part of the Ibovespa andIBrX-50 Index

    Today, Cetip operates in two distinct businesses: –  the Securities Unit is Brazil’s leader in the registration,

    custody, and settlement of private fixed income securities –  the Financing Unit offers an electronic system for the entry of

    financial restrictions related to vehicle financing transactionswith local DMVs (Sircof), covering all of such registrations inBrazil and the custody of such information (SNG)

    Intercontinetal Exchange, Inc. ("ICE") purchased 12% stake fromAdvent International for US$512mm on July 24 th, 2011

    Presentation of Cetip Activities

    Ownership Structure1

    Others ICE

    Board and

    Management

    88% 12% < 1%

    1984 

    Cetip is established as a not-for-profit organization

    1988 

    Agreement with Anbima to operateSND (National System ofDebentures)

    2008 

    Demutualization process: creationof Cetip S.A.

    2009 

    Advent becomes a shareholder witha 32% stake

    IPO and listing at Novo Mercado ofBMF Bovespa

    2011

    Cetip’ s brand repositioning

    ICE becomes a shareholder with12.4% stake (from Advent)

    2010

    Acquisition of the Financing Unit(GRV Solutions) financed by thecompany’s first issuance ofdebentures

    2012 

    Cetip’s shares are included in theIBOVESPA and IBrX-50 indexes

    2013

    Amendment of the company’sbylaws, seeking to improve Cetip’s

    corporate governance

    Launching, in partnership with FNC,of the real estate appraisal platform

    2015

    Cetip Trader becomes Bacen’sdealer platform (Brazilian CentralBank)

    Source: Company materials, CVM

    Note:1 As of March 18th, 2016

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    36% 36%35% 31%

    20%21%

    23% 28%15%15%

    15%14%

    11%11%

    10%9%

    10%

    10%

    10%11%

    8%

    8%

    7%

    7%

    917

    1,076

    1,2221,376

    2012A 2013A 2014A 2015AAuto financing unit Custody Monthly fee Registration Transaction Others

    Net Revenues (R$mm)Gross Revenues (R$mm) and Gross Revenues Breakdown

    Cetip—Financial Highlights

    Source: Company filingsNote:1 Excludes equity in the results of associate

    Net Income (R$mm)EBITDA1 (R$mm) and EBITDA Margin Net Debt (R$mm¹) and Net Debt/EBITDA

    791909

    1,0161,125

    2012A 2013A 2014A 2015A

    550632

    699770

    69.5% 69.6% 68.8% 68.4%

    2012A 2013A 2014A 2015A

    275361

    427498

    2012A 2013A 2014A 2015A

    416

    261199

    498

    0.8x

    0.4x

    0.3x

    0.6x

    2012A 2013A 2014A 2015A

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    Cetip—Historical Financial Analysis

    Balance Sheet—Assets

    Fiscal year ended in December 31st 

    R$mm 2012A 2013A 2014A 2015A

    Current 399 505 741 1,008

    Cash and cash equivalents 0 0 1 2

    Financial investments - available and restricted 295 382 590 802

    Accounts receivable 81 93 107 118

    Recoverable taxes and contributions 17 17 17 64

    Other receivables 3 7 18 15

    Prepaid expenses 3 6 8 7

    Non-current 2,192 2,231 2,258 2,489

    Long-term receivables 77 86 136 374

    Financial investments - available and restricted 73 80 128 249

    Derivatives —  —  —  121

    Judicial deposits 0 0 0 0

    Prepaid expenses 3 4 6 3

    Other receivables 0 2 2 2

    Investments 6 5 6 7

    Investment in associate 5 4 5 6

    Other investments 1 1 1 1

    Property and equipment 41 41 50 48

    Intangible assets¹ 2,069 2,098 2,066 2,061

    Total assets 2,591 2,736 2,999 3,497

    Source: Company fillings, CVM

    Notes:1 Intangible assets are composed mostly by goodwill and contractual relations2 Includes R$83 million of additional dividends proposed

    Balance Sheet—Liabilities and Equity

    Fiscal year ended in December 31st

     

    R$mm 2012A 2013A 2014A 2015A

    Current 375 337 240 340

    Suppliers 18 26 23 54

    Labor obligations and social charges 37 48 57 68

    Taxes payable 11 13 15 18

    Income tax and social contribution 1 1 2 8

    Dividends and interest on own capital payable 25 46 80 110

    Purchase price—deferred payments 215 —  —  — 

    Debentures issued 66 156 17 21

    Loans and finance lease obligations 3 4 3 7

    Derivatives —  —  —  12

    Deferred revenues —  44 43 40

    Other liabilities 0 0 0 0

    Non- current 789 709 1,012 1,461

    Suppliers —  4 2 8

    Deferred income tax and social contribution 143 176 196 136

    Provision for contingencies and legalobligations

    3 3 5 6

    Debentures issued 629 475 498 499

    Loans and finance lease obligations 13 9 271 775

    Deferred revenues —  42 41 37

    Shareholders’ equity 1,428 1,690 1,746 1,6962

    Total liabilities and shareholders' equity 2,591 2,736 2,999 3,497

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    Cetip—Historical Financial Analysis

    Source: Company fillings, CVM

    Note:1 Excludes equity in the results of associate

    Profit & Loss

    Fiscal year ended in December 31st 

    R$mm 2012A 2013A 2014A 2015A '12—'15 CAGRNet revenue from services 791 909 1,016 1,125 12.5%

    Revenue growth —   14.9% 11.8% 10.7%

    (Operating expenses)/other operating income (308) (352) (400) (448) 13.3%

    Margin (38.9%) (38.7%) (39.4%) (39.8%)

    Personnel expenses (118) (139) (164) (184)

    Share-based remuneration with no cash disbursement (26) (20) (16) (20)

    Depreciation and amortization (67) (76) (83) (93)

    Outsourced services (63) (75) (87) (100)

    General and administrative expenses (32) (36) (41) (40)

    Equipment and systems rental (1) (2) (3) (3)

    Board members' compensation (2) (2) (2) (2)

    Taxes and fees (1) (1) (2) (1)

    Other operating expenses (1) (1) (2) (5)

    Other operating income 1 0 1 0

    Equity in the results of associate 0 0 1 1

    (=) EBIT 483 557 616 677

    (+) Depreciation and Amortization 67 76 83 93

    (=) EBITDA1 550 632 699 770 11.9%

    Margin 69.5% 69.6% 68.8% 68.4%

    Financial result (96) (44) (59) (111) 5.0%

    Financial income 39 34 59 294 96.1%Financial expenses (135) (77) (118) (406) 44.3%

    Income before taxation 387 513 558 567 13.6%

    Income tax and social contribution (112) (152) (131) (70) (14.5%)

    Current (51) (90) (111) (130)

    Deferred (61) (61) (20) 60

    Net income for the period 275 361 427 498 21.9%

    Net income margin 34.8% 39.7% 42.0% 44.3%

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    Credit Expansion (R$ bn and % of GDP)Credit Growth (YoY Growth)

    OTC Derivatives Volume Outstanding (R$ bn)Fixed Income Volume Outstanding (R$ bn)

    Brazil fixed incomeinstruments and OTCderivatives grew at aCAGR 2010-'15 of 9.4% and36.9%, respectively

    Credit volume grew at a

    CAGR 2010-'15 of 14.7%,but at a lower pace than inthe previous years

    Cetip—Sector Overview

    30.7%

    15.1%

    20.6% 18.8%16.4%

    14.7%

    11.3%

    6.7%

    2008 2009 2010 2011 2012 2013 2014 2015

    1,2341,421

    1,7312,034

    2,368

    2,7153,018

    3,218

    35.1%

    40.5%

    45.4%49.1%

    53.7% 52.6%54.7% 54.3%

    2008 2009 2010 2011 2012 2013 2014 2015

    Source: Brazilian Central Bank, Cetip

    29% 29% 33% 33%

    34% 36%12%

    12%

    15%16%

    16%17%

    30% 23%

    19%16%

    13%11%

    21% 23%18%

    17%15%

    11%

    1%5%

    7%8%

    8%9%

    7%

    8%8%

    11%14%

    15%

    2,828

    3,1823,454

    3,769

    4,1334,435

    2010 2011 2012 2013 2014 2015Investment Fund Debentures CDB

    DI Letra Financeira Other

    70%69% 74%

    70%

    58%

    46%22%

    25%

    21%22% 29%

    22%

    8%

    6%

    5%

    8%13%

    32%

    427584

    848

    1,0341,117

    2,054

    2010 2011 2012 2013 2014 2015

    Swap Forward Contracts Other Derivatives

    Brazilian Fixed Income, Derivatives and Credit Overview

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    Vehicle Acquisition Loans—Total Outstanding(R$ bn)

    Vehicle Acquisition Loans—Total Outstanding('000)In the automotive sector,

    acquisition loans havebeen decreasing since2008 in number ofvehicles, but increased involume of loans at a CAGR2008-15 of 9.8%

    In Brazil, mortgages grewat a CAGR 2008-15 of35.4%

    Cetip—Sector Overview

    Population Debt by Credit Type (%)Mortgages for Individuals—Total Outstanding(R$ bn and % of GDP)

    6084

    131189

    255

    341

    432

    500

    2.0%2.6%

    3.5%4.6%

    5.8%

    7.0%7.8%

    8.4%

    2008 2009 2010 2011 2012 2013 2014 2015

    Source: Brazilian Central Bank, Sistema Nacional de Gravames, Fenabrave

    3,489 3,2693,937 3,870 3,590 3,517 3,160

    2,339

    4,461

    3,541

    3,920 3,8153,359 3,241

    3,233

    2,973

    7,950

    6,810

    7,857 7,685

    6,949 6,7586,393

    5,312

    2008 2009 2010 2011 2012 2013 2014 2015

    New Vehicles Used Vehicles

    89.5%89.7%

    90.9%

    89.7%89.6% 89.9% 90.7%

    90.7%10.5%

    10.3%

    9.1%

    10.3%

    10.4% 10.1%9.3%

    9.3%

    92105

    154

    198

    216 213203

    177

    2008 2009 2010 2011 2012 2013 2014 2015Personal Loans Corporate Loans

    84

    82

    76

    75

    74

    58

    50

    24

    1

    2

    3

    12

    3

    6

    8

    24

    4

    2

    1

    6

    2

    23

    4

    11

    14

    20

    7

    21

    36

    19

    48

    Mortgages Auto Credit Card Others

    Brazilian Automotive and Real Estate Financing Overview

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    Cetip

    Section 3.B

    Valuation

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    Valuation by Volume Weighted Average Price (1/2)VWAP for the last 12 months prior to the First Material Fact is R$33.26 and R$38.24 from the First Material Fact to April 5th,2016

    Source: Bloomberg as of April 5, 2016

    Historical VWAP Price of Cetip Prior to the First Material Fact(from November 3 rd  , 2014 to November 2 nd  , 2015) Historical VWAP Price of Cetip Since the First Material Fact(from November 3 rd  , 2015 to April 5 th  , 2016)  

    33.99

    33.26

    0.0

    2.0

    4.0

    6.0

    8.0

    10.0

    12.0

    0.00

    10.00

    20.00

    30.00

    40.00

    50.00

    Nov-14 Jan-15 Mar-15 Jun-15 Aug-15 Oct-15

       V  o   l  u  m  e   (  m  m   )

       P  r   i  c  e   V   W   A   P   (   R   $   )

    Volume Price VWAP (R$) VWAP

    Material Fact Releasedon November 3rd, 2015

    November 13th, 2015NBO Date

    February 19th, 2016BO Date

    March 2nd, 2016Declined BO

    December 3rd, 2015Declined NBO

    40.41

    38.24

    0.0

    2.0

    4.0

    6.0

    8.0

    10.0

    12.0

    0.00

    10.00

    20.00

    30.00

    40.00

    50.00

    Nov-15 Dec-15 Feb-16 Apr-16

       V  o   l  u  m  e   (  m  m   )

       P  r   i  c  e   V   W   A   P   (   R   $   )

    Volume Price VWAP (R$) VWAP

    NBO: Non-Binding OfferBO: Binding Offer

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    Valuation by Volume Weighted Average Price (2/2)VWAP for the periods of 1, 30, 60, 90, 180 trading days and 1 year before the First Material Fact and for the period since thedate of the First Material Fact until April 5th, 2016

    Source: Bloomberg as of April 5, 2016

    Price VWAP (R$)

    Trading Days Prior to the First Material Fact Release Weighted by Trading Volume

    1 33.99

    30 33.73

    60 33.31

    90 33.91

    180 33.44

    12 months (from November 3rd, 2014 to November 2nd, 2015) 33.26

    Since the First Material Fact (from November 3rd, 2015 to April 5th, 2016) 38.24

    Summary of VWAP for Selected Periods 

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    Valuation by Shareholders' Equity Book Value

    Source: Company filings

    R$ million, unless otherwise indicated As of December 31st, 2015

    Total Assets 3,497

    Total Liabilities 1,801

    Shareholders' Equity 1,696

    Outstanding Shares (mm) 260

    Common Shares 263

    Treasury Shares 3

    Equity Book Value per Share (R$) 6.531

    Note:1 Shareholders' Equity / Outstanding Shares

    Equity Book Value per Share 

    Equity book value per share is R$6.53 for Cetip, as of December 31st, 2015

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    Cetip—Selected Trading Multiples Methodology

    UBS has used the trading multiples valuation approach in order to estimate the economic value of Cetip

    Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics ofsimilar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA

    Trading multiples of Cetip’s comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the years

    2016 and 2017, and applied over the EBITDA and net income forecasts for Cetip over the same years, given that forecasts from market analysts aregenerally limited to two years

    Selected comparable companies are international exchanges sharing several aspects in common with Cetip, including the following1:

    • business model

    • revenue mix

    • product and service offerings

    • size and scale of operations

    • monopolistic position within its home country in certain market segments the comparable company operates in

    • emerging market exposure

    Selected Trading Comparables

    Note:

    1 Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies

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    Cetip—Selected Trading Multiples¹

    Market Value(R$bn)

    EV/EBITDA Price / EPS

    HeadquartersApril 5, 2016

    Price (R$)Enterprise Value

    (R$bn)CY'16E

    (x)CY'17E

    (x)CY'16E

    (x)CY'17E

    (x)

    United States 869.83 104.7 129.5 12.5 11.4 16.8 15.1

    Germany 302.75 56.2 64.6 11.0 10.1 15.9 14.1

    Austral ia 114.43 22.2 19.3 12.0 11.6 18.8 18.1

    Singapore 21.02 21.8 20.4 15.5 14.4 22.7 21.1

    Spain 113.25 9.5 8.6 8.7 8.8 13.0 13.3

    Canada 128.38 7.0 9.6 10.2 9.6 12.6 11.4

    Malaysia 8.19 4.4 4.3 14.8 13.9 22.4 21.0

    Mexico 5.73 3.6 3.3 10.9 9.9 18.5 16.5

    Mean 11.9 11.2 17.6 16.3

    Median 11.5 10.7 17.6 15.8

    Min 8.7 8.8 12.6 11.4

    Max 15.5 14.4 22.7 21.1

    Source: FactSet as of April 5, 2016

    Note:1 R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method

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    Cetip Valuation Based on Selected Trading Multiples

    Min. Range Max. Range

    (R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%

    EV/EBITDA Multiple (sample median) 11.5x 10.7x

    EBITDA (consensus)¹ 871 981

    Implied Enterprise Value 10,034 10,519 10,277 9,789 10,765

    (-) Net Debt 443 443

    (-) Minorities - -

    Implied Equity Value 9,592 10,076 9,834 9,367 10,301

    Total Shares Outstanding (mm)2 261 261

    Share Price (R$) 36.68 38.54 37.61 35.82 39.39

    Min. Range Max. Range

    (R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%

    P/E Multiple (sample median) 17.6x 15.8x

    Net Income (consensus)¹ 577 651

    Implied Equity Value 10,173 10,282 10,228 9,742 10,714

    Total Shares Outstanding (mm)2 261 261

    Share Price (R$) 38.91 39.32 39.11 37.26 40.97

    EV / EBITDA Analysis

    Price to Earnings Analysis

    Source: FactSet, Research reports

    Note:1 FactSet (as of April 5, 2016)2 Fully diluted shares using treasury stock method

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    Cetip’s Revenues Assumptions

    Gross Revenues(by segment)

    Securities Segment

    Registration

     –  fixed income security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels

     –  derivatives security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels Custody

     –  debentures, bank funding instruments, OTC contracts, structured notes and other securities custody product with a long-termvolume growth of ~10% and maintenance of the registration fee (bps), pricing fixed at 2015 levels

     –  end users: monthly fee per user adjusted by Broad National Consumer Price Index ("IPCA") and number of users with a long-term growth rate of approximately 8% - 9%

    Transactions: cost per transaction adjusted by 50% of IPCA and number of transactions with a long-term growth rate of ~10%

    Monthly utilization: average cost adjusted by IPCA and average number of users with a long-term growth rate of ~2%

    Others1: long-term growth rate of ~10%

    New projects: launch of an integrated trading platform focused on government and corporate bonds and bank securities targetingan increase of market share from current 13% (Cetip Trader) to 20% — to be fully operational in 2020

    Financing Segment

    SNG (Communication of liens to DMV): Average ticket adjusted by IPCA and number of financed vehicles with a long-term growthrate of approximately 2% to 3%

    Sircof (Registration of vehicle financing contracts): % of financed vehicles registered kept constant, pricing fixed at 2015 levels andaverage ticket adjusted by IPCA

    Market data and solution development: long-term growth rate of ~9%

    New projects:

     –  electronic appraisal: report for used cars targeting a market share of 75% (total numbers of used cars financed in 2018) — tobe fully operational in 2020

     –  electronic formalization: electronic information flow for vehicle financing targeting a market share of 40% (total numbers of

    used cars financed in 2018) — to be fully operational in 2020 Real estate appraisal: 

     –  services of real estate appraisal with average fee of R$125.00 (base 2016) per unit adjusted by IPCA

     –  price already net of costs associated with this service

     –  total number of financed units of 450 thousand (base 2016) with 2% CAGR ('16–'25) and Cetip market share of 62.5% in2016, 70% in 2017–2019 and 80% from 2020 onwards

    Taxes and RevenueDeductions

    17.4% of the gross revenue (realized in the 2015)

    Assumes 3 p.p reduction in the Securities segment deductions from 2017 onwards

    Source: BM&FBovespa Management

    Note:1 Other revenue are derived primarily from services rendered to Interbank Payments Chamber for processing interbank financial transfers. The Company has been engaged by CIP to process electronic

    cash transfers as well as to handle the financial settlement of credit documents and collection slips

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    Cetip—Expenses and Other Assumptions

    Source: BM&FBovespa Management

    Note:1 Before adjustment for interest on own capital payment, an alternat ive to making dividend payments to shareholders

    Expenses

    Adjusted by IPCA + 2% Expenses with personnel, share option plan (SOP), auditors’, consultants and legal fees, board compensation, general and

    administrative expenses, support and maintenance of systems, equipment expenses and rent

    Adjusted by IPCA

    Maintenance and cleaning of facilities, maintenance of machinery and equipment, reception, security and surveillance, mediarelations, marketing, recruitment, other operating expenses and other operating income

    Estimated as % of Revenues

    Taxes and fees, regulatory costs, registration costs and other services

    All based on the % of 9M15. Adjustments in regulatory costs and registration costs in order to reflect the change in the acco untingof the contract system in São Paulo as of 2Q'15

    Working Capital Considers no change in net working capital

    Taxes 34% of adjusted results before taxes1

    Capex Maintained at approximately 6% of net revenues, based on the average capex as % of net revenues in the prior 4 years

    One-off capex increase in 2016 due to new projects expected to start in 2020

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    Historical Projected CAGR (%)

    (R$mm) 2012 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E '12 - '15 '16E - '25E

    Net Revenues 791 909 1,016 1,125 1,267 1,437 1,584 1,743 2,197 2,410 2,638 2,888 3,162 3,539 12.5% 12.1%

    EBITDA1 550 632 699 770 881 1,021 1,136 1,262 1,607 1,779 1,965 2,171 2,397 2,704 11.4% 13.3%

    % Margin 69.5% 69.6% 68.8% 68.4% 69.6% 71.0% 71.7% 72.4% 73.1% 73.8% 74.5% 75.2% 75.8% 76.4%

    Less: Depreciation &Amortization

    (67) (76) (83) (93) (104) (118) (97) (107) (134) (147) (161) (177) (193) (216)

    EBIT 483 557 616 678 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488 11.4% 13.8%

    Financial Revenues andExpenses

    (96) (44) (59) (111) (76) (34) 18 61 111 175 248 330 424 530

    EBT 387 513 558 567 701 868 1,057 1,217 1,583 1,806 2,052 2,324 2,627 3,018 12.8% 17.6%

    Less: Taxes (112) (152) (131) (70) (202) (253) (310) (355) (469) (531) (599) (674) (756) (866)

    Net Income 275 361 427 498 499 615 747 862 1,114 1,275 1,453 1,651 1,871 2,152 20.7% 17.6%

    Cetip—Financial Summary

    Source: BM&FBovespa Management

    Note:1 Historical data excludes equity in the results of associate

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    Cetip—Discounted Cash Flow

    Calendar Year Ended December 31,

    (R$mm, unless noted)  2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025ECetip EBITDA 881 1,021 1,136 1,262 1,607 1,779 1,965 2,171 2,397 2,704

    Less: Depreciation & Amortization (104) (118) (97) (107) (134) (147) (161) (177) (193) (216)Cetip EBIT 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488

    Less: Interest On Own Capital 1  (127) (146) (169) (197) (229) (271) (319) (373) (435) (506)

    Taxable EBIT 2  650 756 870 959 1,243 1,360 1,485 1,621 1,768 1,983

    Tax Rate 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

    Taxes 221 257 296 326 423 463 505 551 601 674

    Cetip EBIT 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488

    Less: Taxes (221) (257) (296) (326) (423) (463) (505) (551) (601) (674)

    Plus: Depreciation & Amortization 104 118 97 107 134 147 161 177 193 216

    Less: Total Capex (129) (88) (97) (107) (134) (147) (161) (177) (193) (216)

    Plus: (Increase) / Decrease in Working Capital 0 0 0 0 0 0 0 0 0 0

    Unlevered Free Cash Flows 531 676 743 830 1,050 1,169 1,299 1,443 1,602 1,814R$/US$ Average Rate 3  3.74 4.25 4.50 4.70 4.90 5.02 5.14 5.27 5.40 5.53

    US$ Free Cash Flows 142 159 165 177 214 233 253 274 297 328

    Notes:1 Represents payment to shareholders characterized as interest on own capital2 Interest on own capital reduces taxable income basis3 Sourced from Central Bank of Brazil projections through 2020; R$ depreciated throughout balance of projection period by

    differential in long-term inflation targets of 4.5% for Brazil and 2.0% for the US, according to Economist Intelligence Unitprojections for 2025

    4 Terminal value considering a perpetuity growth rate of 3.0%

    5 Converted at R$/US$ exchange rate of 3.67 as of April 5, 20166 Represents balance sheet data as of 12/31/157 Represents cash and cash equivalents plus financial investments (available and restricted, current and non-current) less dividends

    and interest on own capital payable and additional dividends proposed8 Diluted shares based on treasury stock method of vested shares at R$40.65 per share as of April 5, 20169 Discounted to 12/31/15 at a discount rate of 10.2%10 Minimum and maximum represents a +/-4.75% range from R$43.39

    Free Cash Flow to Firm

    Present Value of the Cash Flows US$mm 1,331

    Present Value of the Terminal Value 4 US$mm 1,871

    Enterprise Value US$mm 3,202

    Exchange Rate R$/US$ 4/5/2016 3.67

    Enteprise Value 5  R$mm 11,740

    Less: Debt 6  R$mm (1,302)Plus: Cash 6,7  R$mm 860

    Equity Value R$mm 11,298

    Diluted Shares Outstanding 8  mm 260

    Equity Value per Share 9 R$ / share 43.39

    Minimum Range 10 R$ / share 41.33

    Maximum Range 10  R$ / share 45.45

    Source: BM&FBovespa Management

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    BM&FBovespa

    Section 4

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    BM&FBovespa

    Section 4.A

    Company and Sector Overview

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    2015 Gross Revenues BreakdownPresentation of BM&FBovespa Activities

    BM&FBovespa—Company OverviewBM&FBovespa is the leading exchange in Latin America by market capitalization

    Ownership Structure1

    8% 7% 7% 2% 71%

    Capital WorldInvestors

    Vontobel AssetManagement Blackrock Treasury Others

    1890

    Foundation of Bolsa Livre(Bovespa's predecessor)

    1967

    Bovespa mutualization

    1986

    Start of BM&F activities

    Aug 2007

    Bovespa Hlddemutualization

    Sep 2007

    BM&F demutualization

    Oct 2007

    Bovespa Holding IPO(BOVH3)

    Nov 2007 BM&F IPO (BMEF3)

    May 2008

    Merger between BM&F andBovespa Holding andcreation of BM&FBovespa(BVMF3)

    Equities - trading6.0%

    Equities -clearing30.8%

    Derivatives43.7%

    Custody5.3%

    Ancillary services14.3%

    OppenheimerFunds

    5%

    Source: Company materials, CVM

    Note:1 As of March 21st, 2016

    • BM&FBovespa, headquartered in São Paulo, was created in 2008with the merger between the Brazilian Mercantile & FuturesExchange (BM&F) and the São Paulo Stock Exchange (Bovespa)

     –  both entities had demutualized and IPO-ed in 2007 and mergedinstitution is currently traded under ticker symbol BVMF3 on theNovo Mercado, the highest level of corporate governance inBrazil

     –  currently is the leading exchange in Latin America by marketcapitalization

    • Only regulated exchange in Brazil trading equities (cash and

    derivatives), commodities, fixed income and FX, BM&FBovespa has afully integrated business model that includes clearing, settlement andother post-trade operations

    • As of December 31, 2015 the exchange had R$ 26.3 billion in totalassets

    https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwi_joK00trLAhXFtIMKHdVkAvgQjRwIBw&url=https://en.wikipedia.org/wiki/File:BM%26F_Bovespa_logo.png&psig=AFQjCNGld7NaAD_E40CEQ9-veL8A10jyvA&ust=1458954279752394

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    Net Revenues (R$mm)Gross Revenues (R$mm) and Gross Revenues Breakdown

    BM&FBovespa—Financial Highlights

    Source: Company filings

    Net Income (R$mm)EBITDA (R$mm) and EBITDA Margin Net Cash (R$mm)

    11% 8% 7% 6%

    35% 35% 36% 31%

    38% 39% 39% 44%

    4% 5% 5%5%

    13% 13% 13%14%

    2,289 2,370 2,2502,459

    2012A 2013A 2014A 2015AEquit ies - trading Equit ies - clear ing Derivatives Custody Ancil lary services

    2,065 2,127 2,0302,217

    2012A 2013A 2014A 2015A

    1,353 1,455 1,345 1,477

    65.5% 68.4% 66.3% 66.6%

    2012A 2013A 2014A 2015A

    1,074 1,081 978

    2,203

    2012A 2013A 2014A 2015A

    2,019

    2,609

    885

    5,845

    2012A 2013A 2014A 2015A

    BM&FBovespa sold R$1.2 billionworth of CME in September 2015and reclassified R$4.8 billion toavailable for sale financial securities.Also includes R$1.3 billion ofcollateral for transactions

    High increase due togrowth on financialincome, FX and one-offprofit from the sale ofCME

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    BM&FBovespa—Historical Financial Analysis

    Balance Sheet — Assets

    Fiscal year ended in December 31st 

    R$mm 2012A 2013A 2014A 2015A

    Current assets 3,536 4,319 2,785 8,674

    Cash and cash equivalents 44 1,197 501 441

    Financial investments and marketable securities 3,233 2,853 1,962 7,7991

    Accounts receivable 57 54 58 75

    Other receivables 4 79 72 158

    Taxes recoverable and prepaid 180 120 166 175

    Prepaid expenses 18 16 26 26

    Noncurrent assets 20,611 21,577 22,478 17,635

    Long-term receivables 809 1,135 1,523 1,961

    Financial investments and marketable securities 574 821 1,393 1,816

    Judicial deposits 132 203 —  — 

    Other receivables 98 109 120 141

    Prepaid expenses 2 2 2 2

    Investments 3 1 7 3

    Investments in associates 2,929 3,346 3,761 31

    Investment in subsidiaries 2,894 3,313 3,729 — 

    Investment properties 35 34 32 31

    Property and equipment 361 423 421 453

    Intangible assets 16,512 16,672 16,773 15,190

    Goodwill 16,064 16,064 16,064 14,402

    Software and projects 448 608 709 788

    Total assets 24,147 25,897 25,263 26,309

    Balance Sheet — Liabilities and Equity

    Fiscal year ended in December 31st 

    R$mm 2012A 2013A 2014A 2015A

    Current liabilities 1,661 2,711 1,892 2,097

    Collateral for transactions 1,134 2,073 1,322 1,338

    Earnings and rights on securities in custody 44 50 46 49

    Suppliers 61 45 66 43

    Salaries and social charges 74 75 72 117

    Provision for taxes and contributions payable 28 26 25 35

    Income tax and social contribution 3 1 2 5

    Interest payable on debt issued abroad 37 42 47 70

    Dividends and interest on equity payable 2 1 2 3

    Other liabilities 278 397 308 437

    Noncurrent liabilities 3,073 3,887 4,383 5,860

    Debt issued abroad 1,242 1,426 1,619 2,384

    Deferred income tax and social contribution 1,740 2,296 2,585 3,272

    Provisions for tax, civil and labor contingencies 63 89 103 119

    Obligation with post-retirement health carebenefit

    28 26 28 26

    Other liabilities —  50 48 58

    Equity 19,414 19,299 18,988 18,352

    Non-controlling interests 16 15 9 10

    Total liabilities and equity 24,147 25,897 25,263 26,309

    Source: Company materials, CVM

    Note:1 BM&FBovespa sold R$1.2 billion worth of CME in September 2015 and reclassified R$4.8 billion to available for sale financial securities. Includes R$1.3 billion of collateral for transactions

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    BM&FBovespa—Historical Financial Analysis

    Source: Company materials, CVM

    Profit & Loss

    Fiscal year ended in December 31st 

    R$mm 2012A 2013A 2014A 2015A '12—'15 CAGR

    Revenue 2,065 2,127 2,030 2,217 2.4%

    Revenue growth —   3.0% (4.6%) 9.2%

    Expenses (763) (791) (804) (861) 3.7%

    Margin 36.9% 37.2% 39.6% 38.4%

     Administrative and general

    Personnel and related charges (354) (352) (354) (443)

    Data processing (103) (110) (124) (122)

    Depreciation and amortization (94) (120) (119) (111)

    Third-party services (51) (46) (40) (41)

    Maintenance in general (11) (12) (12) (14)

    Communications (18) (17) (13) (6)

    Promotion and publicity (19) (15) (11) (12)

    Taxes (42) (56) (56) (8)

    Board and committee members’ compensation  (7) (8) (9) (9)

    Sundry (65) (56) (66) (84)

    Impairment of assets —  —  —  (1,663)

    Equity pickup 149 171 212 136

    Equity method discontinuation —  —  —  1,735

    Gain on disposal of investment in associates —  —  —  724

    (=) EBIT 1,302 1,336 1,226 1,366 1.6%

    (+) Depreciation and Amortization 51 120 119 111

    (=) EBITDA 1,353 1,456 1,345 1,477 3.0%

    Margin 65.5% 68.4% 66.3% 66.6%

    Financial result 209 181 208 509 34.5%

    Financial income 297 299 362 746

    Financial expenses (88) (118) (154) (237)

    Income before income tax and social contribution 1,660 1,688 1,647 2,807 19.1%

    Income tax and social contribution (586) (607) (661) (604) 1.0%

    Current (67) (60) (104) (46)

    Deferred (518) (546) (557) (558)

    Net income from continuing operations 1,074 1,081 986 2,203 27.1%

    Net income (loss) from discontinued operations —  (0) (8) — 

    Net income for the year 1,074 1,081 978 2,203 27.1%

    Margin 52.0% 50.8% 48.2% 99.4%

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    # of Listed CompaniesAverage Market Capitalization and TurnoverVelocity (R$ trillion, %)

    Breakdown of ADTV by Investor TypeAverage Daily Trading Value "ADTV" (R$ million)BM&FBovespa is the only

    equities; derivatives(equity, fixed income andcommodities) tradingvenue in Brazil

    Foreign investorsparticipation in theaverage equities dailytrading value accounted

    for 54% in 2015

     Average marketcapitalization in 2015 wasR$2.2 trillion and Bovespahad 440 listed companiesas of December 31st, 2015

    BM&FBovespa—Sector Overview

    6,4927,251 7,418 7,293 6,793

    2011A 2012A 2013A 2014A 2015A

    Cash Options Forward

    2.4 2.4 2.4 2.4 2.2

    64.2%

    70.0%

    72.9% 72.4% 72.9%

    2011A 2012A 2013A 2014A 2015A

    34.8% 40.3%43.8%

    50.7% 53.7%

    33.3%31.9%

    32.9%28.8% 26.9%

    21.2% 18.1%15.1% 13.7% 13.4%

    9.1% 8.3% 6.8% 5.5% 4.5%1.5% 1.4% 1.4% 1.4% 1.5%

    2011A 2012A 2013A 2014A 2015A

    Foreign Institutional Retail FinancialInstitutions

    Others

    274 262 255 250 236

    182 178 187 192 192

    1012 12 13 12

    466 452 454 455 440

    2011A 2012A 2013A 2014A 2015A

    Traditional Special Segment BDR

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    BM&FBovespa

    Section 4.B

    Valuation

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    11.43

    10.73

    0.0

    10.0

    20.0

    30.0

    40.0

    50.0

    0.00

    4.00

    8.00

    12.00

    16.00

    Nov-14 Jan-15 Mar-15 Jun-15 Aug-15 Oct-15

       V  o   l  u  m  e   (  m  m   )

       P  r   i  c  e   V   W   A   P   (   R   $   )

    Volume Price VWAP (R$) VWAP

    Valuation by Volume Weighted Average Price (1/2)VWAP for the last 12 months prior to the First Material Fact is R$10.73 and R$12.52 from the First Material Fact to April 5th, 2016

    Historical VWAP Price of BM&FBovespa Prior to the First Material

    Fact (from November 3 rd  , 2014 to November 2 nd  , 2015)

    Historical VWAP Price of BM&FBovespa Since the First Material

    Fact (from November 3 rd  , 2015 to April 5 th  , 2016)  

    Source: Bloomberg as of April 5, 2016

    Material Fact Releasedon November 3rd, 2015

    15.58

    12.52

    0.0

    10.0

    20.0

    30.0

    40.0

    50.0

    0.00

    4.00

    8.00

    12.00

    16.00

    Nov-15 Dec-15 Feb-16 Apr-16

       V  o   l  u  m  e   (  m  m   )

       P  r   i  c  e   V   W   A   P   (   R   $   )

    Volume Price VWAP (R$) VWAP

    November 13th, 2015NBO Date

    February 19th, 2016BO Date

    March 2nd, 2016Declined BO

    December 3rd, 2015Declined NBO

    NBO: Non-Binding OfferBO: Binding Offer

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    BM&FBovespa—Selected Trading Multiples Methodology

    UBS has used the trading multiples valuation approach in order to estimate the economic value of BM&FBovespa

    Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics ofsimilar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA

    Trading multiples of BM&FBovespa’s comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the

    years 2016 and 2017, and applied over the EBITDA and net income forecasts for BM&FBovespa over the same years, given that forecasts from marketanalysts are generally limited to two years

    Selected comparable companies are international exchanges sharing several aspects in common with BM&FBovespa, including the following1:

    • business model

    • revenue mix

    • product and service offerings

    • size and scale of operations

    • monopolistic position within its home country in certain market segments the comparable company operates in

    • emerging market exposure

    Selected Trading Comparables

    Note:

    1 Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies

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    BM&FBovespa—Selected Trading Multiples¹

    Market Value(R$bn)

    EV/EBITDA Price / EPS

    HeadquartersApril 5, 2016

    Price (R$)Enterprise Value

    (R$bn)CY'16E

    (x)CY'17E

    (x)CY'16E

    (x)CY'17E

    (x)

    United States 869.83 104.7 129.5 12.5 11.4 16.8 15.1

    United States 346.63 118.1 120.1 12.9 11.9 22.0 20.5

    Germany 302.75 56.2 64.6 11.0 10.1 15.9 14.1

    United States 238.28 40.6 48.2 11.4 10.6 17.3 15.7

    Singapore 21.02 21.8 20.4 15.5 14.4 22.7 21.1

    United States 240.04 19.7 19.4 13.8 12.8 25.7 23.8

    Austral ia 114.43 22.2 19.3 12.0 11.6 18.8 18.1

    Canada 128.38 7.0 9.6 10.2 9.6 12.6 11.4

    Spain 113.25 9.5 8.6 8.7 8.8 13.0 13.3

    Malaysia 8.19 4.4 4.3 14.8 13.9 22.4 21.0

    Mexico 5.73 3.6 3.3 10.9 9.9 18.5 16.5

    Mean 12.2 11.4 18.7 17.3

    Median 12.0 11.4 18.5 16.5

    Min 8.7 8.8 12.6 11.4

    Max 15.5 14.4 25.7 23.8

    Source: FactSet as of April 5, 2016

    Note:1 R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method

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    BM&FBovespa Valuation Based on Comparable Trading Multiples

    Min. Range Max. Range

    (R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%

    EV/EBITDA Multiple (sample median) 12.0x 11.4x

    EBITDA (consensus)¹ 1,582 1,758

    Implied Enterprise Value 19,004 19,973 19,488 18,563 20,414

    (-) Net Debt 2,179 2,179

    (-) Minorities 10 10

    Implied Equity Value 16,815 17,784 17,299 16,478 18,121

    Total Shares Outstanding (mm)2 1,796 1,796

    Share Price (R$) 9.36 9.90 9.63 9.18 10.09

    Min. Range Max. Range

    (R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%

    P/E Multiple (sample median) 18.5x 16.5x

    Net Income (consensus)¹ 1,565 1,773Implied Equity Value 28,900 29,270 29,085 27,703 30,466

    Total Shares Outstanding (mm)2 1,796 1,796

    Share Price (R$) 16.09 16.30 16.20 15.43 16.97

    EV / EBITDA Analysis

    Price to Earnings Analysis

    Source: FactSet, Research reports

    Note:1 FactSet as of April 5, 20162 Fully diluted shares using treasury stock method

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    Selected Comparable Companies for Cetipand BM&FBovespa

     Appendix A

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    Peer Key Financials Comments

    Headquartered in New York, Nasdaq is a provider of trading, clearing, exchange technology,

    regulatory, securities listing, information and public company services across six continentswith over 3,800 employees

    With c.10,000 corporate clients, Nasdaq has around 3,700 li sted companies with market capof ~US$9.6 trillion

    Revenue mix for operating segments: Market Services (61.2%), Technology Solutions (16.0%),Information Services (15.0%) and Listing services (7.8%)

    On March 9, 2016, entered into a definitive agreement to International Securities Exchangesfor US$1.1bn

    On February 12, 2016, announced to acquire Marketwired, a newswire operator and pressrelease distributor for US$200mm

    Headquartered in Toronto, TMX Group operates cash & derivative markets for multiple assetclasses including equities, fixed income and energy with over 1,100 employees

    Revenue mix for operating segments: Efficient Markets & Market Solutions (29.5%), MarketInsights (29.4%), Capital Formation (25.1%), Derivatives (14.6%) and Others (1.5%)

    Has a combined market share (including TSX, Alpha, and TMX Select) of the total volumetraded in Canadian based interlisted issues of 34%

    In February 2016, introduced two integrated products: TMX Insights and TMX Analytics

    In June & November 2015, announced launch of AgriClear (online platform & payment servicefor US and Canadian cattle buyers & sellers) and NAVex (a fund transfer platform) respectively

    Headquartered in Madrid, BME is an operator of Spain's stock market and f inancial systems

    with over 700 employees

    Has additional significant presence in LatAm

    Revenue mix for operating segments: Equity (46.8%), Settlement & Registration (24.3%),Information (11.4%), Clearing (5.4%), IT & Consulting (5.4%), Derivatives (3.6%), FixedIncome (2.9%)

    On February 29, 2016, announced acquisition of remaining stake (50%) i t didn't already ownin Infobolsa SA from Deutsche Börse AG's for US$9.2mm in cash

    Selected Comparable Companies for BM&FBovespa and Cetip

    R$bn

    Share Price (R$) 238.28

    Fully-Diluted Shares (mm) 170.6

    Equity Value 40.6

    Excess Cash¹ 1.1

    Debt 8.7

    Enterprise Value 48.2

    2016 EV/EBITDA 11.4x

    2016 P/E 17.3x

    R$bn

    Share Price (R$) 128.38

    Fully-Diluted Shares (mm) 54.4

    Equity Value 7.0

    Excess Cash¹ 0.4

    Debt 3.1

    Enterprise Value 9.6

    2016 EV/EBITDA 10.2x

    2016 P/E 12.6x

    R$bn

    Share Price (R$) 113.25

    Fully-Diluted Shares (mm) 83.9

    Equity Value 9.5

    Excess Cash¹ 0.9

    Debt 0.0

    Enterprise Value 8.6

    2016 EV/EBITDA 8.7x

    2016 P/E 13.0x

    Mature Market Exchanges

    Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016

    Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available

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    Peer Key Financials Comments

    Headquartered in Singapore, SGX is a multi asset exchange that provides listing, trading,

    clearing, settlement, depository and data services with over 700 employees About 40% of listed companies and 90% of listed bonds originate from outside of Singapore

    Revenue mix for operating segments: Derivatives (40.3%), Securities (25.4%), Depositoryservices (13.7%),Market data & Connectivity (10.3%) Issuer services (10.2%), and Others(0.1%)

    In February 2016, was in talks to buy Baltic Exchange, which could bolster its derivativesbusiness and strengthen Singapore as a maritime hub

    Planning to introduce a derivative product that would al low investors to trade futures on Indiansector-specific indexes

    Headquartered in Australia, ASX offers a full suite of services, including listings, trading,clearing and settlement, across a comprehensive range of asset classes with over 500employees

    Revenue mix of operating segments: Derivatives & OTC markets (34.5%), Listings & issuerservices (26.2%), Trading services (23.8%), Equity post trade services (13.1%), Other revenue(2.4%)

    On March 1, 2016, announced collaboration with Nasdaq to replace ASX’s existing clearingtechnology platforms with Nasdaq’s Genium INET Clearing Platform

    On January 22, 2016, bought minority stake in Digital Asset, a blockchain start up forUS$10.5mm

    Selected Comparable Companies for BM&FBovespa and Cetip

    R$bn

    Share Price (R$) 21.02

    Fully-Diluted Shares (mm) 1,074.9

    Equity Value 21.8

    Excess Cash¹ 1.4

    Debt 0.0

    Enterprise Value 20.4

    2016 EV/EBITDA 16.0x

    2016 P/E 22.7x

    R$bnShare Price (R$) 114.43

    Fully-Diluted Shares (mm) 193.8

    Equity Value 22.2

    Excess Cash¹ 2.9

    Debt 0.0

    Enterprise Value 19.3

    2016 EV/EBITDA 12.0x

    2016 P/E 18.8x

    Mature Market Exchanges (cont'd)

    Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016

    Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available

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    Peer Key Financials Comments

    Headquartered in Chicago, IL with over 500 employees

    Operates markets that offer trading options on various market indexes, futures contracts andmultiply-listed options like equity and ETP options in US

    Operates through single operating segment consisting of 3 stand-alone exchanges: ChicagoBoard Options Exchange, CBOE Futures Exchange and C2

    Market share: ~27.1% (for options in US)

    Caters to both retail and institutional customers

    On August 26, 2015, completed the acquisition of the market data services and tradinganalytics platforms of Livevol for US$10.3mm in cash

    Headquartered in Atlanta, GA with over 5,500 employees

    Operates regulated exchanges, clearing houses and listings venues for a broad array ofderivatives and securities contracts across major asset classes

     –  also provides data services for commodity and financial markets

    Has presence in US, UK, Europe, Canada and Singapore

     –  US segment contributed 59% to the net revenues in 2015

    On December 14, 2015, completed US$5.2bn acquisition of Interactive Data Corp, a providerof financial market data, analytics and related trading solutions

    Headquartered in Eschborn, Germany with over 5,000 employees

    Operates markets trading of securities and derivatives –  also provides clearing, settlement and custody services, market data, and development

    and operation of electronic trading systems

    Has presence in Europe, Americas and APAC

    Revenue mix for operating segments: Xetra (8%), Eurex (43%), Clearstream (32%) andMarket Data Services (17%)

    On March 16, 2016, Deutsche Börse and London Stock Exchange agreed on the terms of a~US$30bn all-share merger of equals

    R$bn

    Share Price (R$) 240.04Fully-Diluted Shares (mm) 82.3

    Equity Value 19.7

    Excess Cash¹ 0.4

    Debt 0.0

    Enterprise Value 19.4

    2016 EV/EBITDA 13.8x

    2016 P/E 25.7x

    R$bn

    Share Price (R$) 869.83Fully-Diluted Shares (mm) 120.4

    Equity Value 104.7

    Excess Cash¹ 2.3

    Debt 27.0

    Enterprise Value 129.5

    2016 EV/EBITDA 12.5x

    2016 P/E 16.8x

    R$bn

    Share Price (R$) 302.75Fully-Diluted Shares (mm) 187.2

    Equity Value 56.2

    Excess Cash¹ 3.0

    Debt 11.4

    Enterprise Value 64.6

    2016 EV/EBITDA 11.1x

    2016 P/E 15.9x

    Selected Comparable Companies for BM&FBovespa and CetipDerivative-Hybrid Exchanges

    Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016

    Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available

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    Peer Key Financials Comments

    Headquartered in Chicago, IL, CME Group is a derivative marketplace with over 2,500

    employees Provides global benchmark products across major asset classes,