not my write-up, but see below
Tel Aviv Stock Exchange (TASE IT) Investment Overview
October 2021
A Brief History
▪Tel Aviv Stock Exchange (“TASE,” or “the company”) began operations in 1953 when a consortium of Israeli banks and investment houses joined together to establish the exchange.
▪Over the next ~50 years, TASE established a clearing house, enabled electronic trading, launched options trading, and created the first exchange traded note.
▪In 2000, the Knesset (the unicameral national legislature of Israel) approved an amendment to Israeli securities law enabling dual listing in Tel Aviv for shares that were listed in the United States.
▪Subsequently, the company expanded upon this arrangement, allowing dual listing of securities trading on the London Stock Exchange and Nasdaq.
▪In 2018, Hong Kong, Singapore, and Toronto were also added for dual-listing.
▪In 2017, the Knesset ratified an amendment enabling changes to TASE's ownership structure. Additionally, the Israeli District Court
ratified the TASE demutualization arrangement.
▪The privatization paved the way for TASE’s for-profit evolution, reducing conflicts of interest and increasing TASE’s freedom to operate as an independent, standalone entity.
▪In August 2017, Itai Ben-Zeev was appointed as CEO.
▪In July 2019, TASE became a publicly traded company when it floated 31.7% of its shares to foreign and Israeli institutional investors
and to the public at large.
▪The shares trade under the Bloomberg ticker symbol “TASE IT”.
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Source: company filings and presentations.
Business Description ▪TASE is a monopoly financial infrastructure asset that plays a central role in Israel’s capital markets and overall economy.
▪The company is unique among global exchanges in that it spans the gamut of Israel’s entire capital markets infrastructure, offering products and services that include (a) listing, (b) trading in equities, fixed income, and derivatives, (c) clearing and settlement, (d) securities lending, (e) IT/co-location, (f) market data, and (g) indices.
▪To our knowledge, no other exchange has all these products and services under one roof.
▪TASE’s revenue streams are diverse, with non-transactional revenue (e.g., clearing, market data) growing as a percentage of the
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overall mix
1H21 Revenue by Source
1H21 Revenue by Type
16% 20%
21%
40%
40%
Trading and clearing commissions Clearing house services
Other
Securities registration
Distribution of trading and other data
Transactional
Non-transactional
Source: company filings and presentations.
60%
Investment Thesis
A recent demutualization and IPO, TASE is a monopoly financial infrastructure asset that we believe is capable of compounding intrinsic value at ~35%+ annually in the coming years. Historically, TASE operated as a member-owned, not-for-profit entity run primarily for the benefit of Israeli banks. Strategic and financial decisions were made on behalf of the company’s members. TASE’s recent demutualization reduces conflicts of interest and increases its freedom to operate as an independent, standalone entity.
We believe that TASE has significant opportunities to launch new products and services, optimize pricing, and drive efficiency gains. We expect significant value creation to result from accelerating revenue growth and margin expansion. In addition, there are several sources of value which we expect management to realize over time that, in aggregate, can be worth more than half of the company’s current market capitalization. We believe management is highly incentivized to create value and is taking appropriate steps in this direction. Finally, we believe that TASE could be an acquisition target for a larger global exchange.
We note the following:
▪ TASE’s revenue growth is accelerating and can grow sustainably in the high-single / low-double digits.
▪ The company’s margins can double or more as they approach peer levels over time.
▪ TASE owns its corporate headquarters building, which alone is worth ~30% of the current enterprise value and can be monetized.
▪ An unusual arrangement with pre-demutualization shareholders could result in cash proceeds to TASE equivalent to ~14% of the current enterprise value (without additional dilution).
▪ Net cash currently on the balance sheet (~7% of the market cap) and future free cash flow generation (we estimate ~30% of its current market cap over the next ~5 years) provide management with significant firepower for organic and inorganic investments.
▪ TASE’s CEO, Ittai Ben-Zeev owns options on 4.25 million shares, providing a strong incentive to create value.
▪ Given significant consolidation activity in the exchange space over the years, we think TASE could be acquired by a larger global exchange for a significant premium.
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Thesis Point #3: Owned Real Estate a Sizable “Hidden Asset”
▪ TASE owns its corporate headquarters building at 2 Ahuzat Bayit Street in downtown Tel Aviv. ▪ The building is state of the art, less than ten years old, and in a prime location.
▪ We believe the company can crystallize the value of this asset over time.
▪ Management believes it would cost ~2% of the building value annually to rent the space the company requires.
▪ A 6.0% cap rate (which we understand to be the approximate market level for premier Tel Aviv office properties), implies
significant value creation in a sale or sale-leaseback transaction.
▪ Using conservative assumptions around rent / sqm and Tel Aviv office cap rates, we believe the building is worth ~500 million ILS,
or ~30% of the current enterprise value:
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Source: company presentations, CBRE Tel Aviv Market Survey (Q320).
Thesis Point #4: Unusual Pre-IPO Arrangement another “Hidden Asset”
▪ As part of the TASE privatization, pre-demutualization shareholders received shares in the new company that entitled them to a maximum of 508 ILs per share in value upon a sale, with the proceeds in excess of that cap going to TASE.
▪ In H2-19, the banks sold a bit over 10% of their shares at ~1,000 ILs on average.
▪ This resulted in proceeds to the banks of ~14.3 million ILS and proceeds to TASE of ~13.8 million ILS. ▪ Currently these shareholders own ~19.5 million shares (~19% of shares outstanding).
▪ If all these shares were sold at the current price, TASE would receive more than ILS 222 million of net proceeds.
▪ This value is equivalent to ~14% of the current enterprise value.
▪ On February 10, 2021, TASE announced that its board of directors is exploring a structure that enables the buyback and allotment of shares to pre-IPO shareholders with the goal of incentivizing them to sell their “Arrangement Shares.” While discussions have broken off for the time being, it is encouraging that management and the board are exploring ways to crystallize value and increase liquidity.
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TASE IT - Pre-Restructuring IPO Proceeds
Shares Held by Pre-Restructuring Shareholders (at 12/31/2019) Maximum Value per Share to Pre-Restructuring Shareholders Total Proceeds to Pre-Restructuring Shareholders
Current TASE IT Share Price
Maximum Value per Share to Pre-Restructuring Shareholders Value per Share to TASE (at current share price)
Shares Held by Pre-Restructuring Shareholders (at 12/31/2019)
19.5 5.1 ILS 99.1
16.8 5.1 11.7
19.5
Source: company filings and presentations.
Total Proceeds to TASE IT (at current share price) ILS 228.2 % of Current Enterprise Value 14%
Extremely Attractive Pro Forma Valuation ▪ Multiple sources of current and future value have the impact of reducing our effective purchase price to a low single digit multiple of
estimated 2026 EBITDA. These include: ▪ Current cash on the balance sheet;
▪ Future free cash flow generation;
▪ Net proceeds from share sales by pre-restructuring shareholders; ▪ Monetization of headquarters building.
▪ We believe that management could add further value through share buybacks or M&A, but we don’t give them explicit credit for that in this analysis.
TASE’s global exchange peers currently trade at mid-teens enterprise value / EBITDA multiples (see Appendix II) Source: company filings and presentations.
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Extremely Attractive Long-Term Compounding Potential
▪ We believe the combination of accelerating revenue growth, margin expansion and several other levers for value creation can combine to drive intrinsic value growth of 35%+ annually.
▪ Should management allocate the ample firepower it will have at its disposal towards value-creating M&A or accelerated share repurchases, we believe upside can exceed 40% annually.
▪ While we’re not underwriting a takeout, we believe TASE is a logical acquisition candidate for a larger global exchange. Historically, such transactions have occurred at sizable premiums due to significant synergy potential.
Framing the Base Case Return Opportunity
(amounts in millions of ILS or ILs per share, unless otherwise specified)
Core Business: Estimated 2026 EPS Exit Multiple
Core Business Value per Share at Year-End 2025
Additional Sources of Estimated Value:
Net Cash per Share at Year-End 2025 Cumulative Dividends
Owned Real Estate Value (net of taxes) Pre-IPO Shareholder Sale Proceeds to TASE
Total Additional Sources of Value
1.85 26.0x 4,814
Total Per Value Share 434 407 260 244 494 463 228 214 1,416 1,328
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Total Value at Year-End 2025 Current Price
% IRR
6,142 1,678 36%
Source: company filings and presentations.
Risk Factors
▪ Potentially adverse regulation.
▪ Given TASE’s relatively recent privatization, the regulatory environment in Israel is not yet well defined, which can create
scope for surprises.
▪ All indications thus far are that Anat Guetta, Chairwoman of the Israeli Securities Authority, is pro-market and has goals of increasing capital markets participation and opening the Israeli market to foreign investors and other market participants.
▪ Geopolitical risk.
▪ Particularly in the Middle East, this can be difficult to handicap.
▪ Timeliness of management execution.
▪ The pace of revenue growth and margin expansion could take longer than anticipated.
▪ Limited liquidity in TASE common stock.
▪ The company’s common stock has relatively low daily trading activity, which could limit our ability to purchase and sell
shares easily and may increase short-term volatility in the stock price.
▪ We believe that liquidity will likely improve over time as TASE moves past its demutualization and relatively recent IPO and develops a track record with investors, but this could take longer than anticipated or not materialize at all.
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Appendix II – Comparable Company Analysis
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Capitalization
Valuation
Profitability
TASE IT Comps Company
Tel Aviv Stock Exchange
Global Exchange Peers
B3 SA - Brasil Bolsa Balcao
ASX Ltd
Cboe Global Markets Inc
Bolsa Mexicana de Valores SAB de CV CME Group Inc
Deutsche Boerse AG TMX Group Ltd Euronext NV Nasdaq Inc
Average Median
Market Cap
533
13,624 11,364 12,975
1,117 71,368 31,554
5,898 12,324 32,545
21,419 12,975
Enterprise Value
429
11,533 7,509 13,851 985 74,258 35,792 6,429 14,925 38,072
22,595 13,851
EV / Revenue
EV / EBITDA
P/E Ratio
Dividend Yield
1.08%
1 23% 3 97% 1 58% 5 19% 1 81% 2 09% 2 30% 1 48% 1 11%
2.31% 1.81%
EBITDA Margin
Growth
Proj'd Cur Yr+1 Growth Revenue EBITDA EPS
Ticker
TASE IT
B3SA3 BZ ASX AU CBOE BOLSAA MM CME DB1 GY
X CN ENX FP NDAQ
Price
1,678.00
12 22
80 48 121 69 38 91 198 72 143 75 132 45 99 60 194 64
Cur Yr
4.2x
68x 10 4x 96x 51x 15 4x 89x 83x 10 1x 11 2x
9.5x 9.6x
Cur Yr+1
3.7x
64x 99x 93x 48x
14 4x 83x 79x 87x 10 7x
8.9x 8.7x
Cur Yr
13.4x
84x 14 2x 14 8x
85x 23 4x 15 5x 13 7x 17 0x 20 2x
15.1x 14.8x
Cur Yr+1
10.9x
83x 13 6x 14 6x
78x 21 3x 14 3x 13 3x 14 2x 19 6x
14.1x 14.2x
Cur Yr
39.6x
14 6x 31 4x 21 5x 15 3x 29 9x 22 0x 18 8x 19 4x 26 4x
22.1x 21.5x
Cur Yr+1
31.3x
13 8x 30 2x 20 8x 13 9x 27 2x 20 2x 18 5x 18 4x 25 3x
20.9x 20.2x
Cur Yr
31.6%
Cur Yr+1
33.6%
15.0%
22.3% 26.8%
80 7% 72 9% 64 7% 60 0% 66 0% 57 5% 60 7% 59 3% 55 4%
78 1% 72 9% 63 6% 61 0% 67 8% 58 2% 59 3% 61 2% 54 7%
54% 49% 30% 66% 69% 72% 48%
16 1% 4 3%
20% 50% 12% 85% 97% 85% 24%
19 8% 30%
57% 40% 30% 98%
10 2% 89% 15% 55% 41%
64.1% 60.7%
64.1% 61.2%
6.6% 5.4%
6.7% 5.8% 5.0% 5.5%
Despite faster revenue growth, significant margin upside, and substantial “hidden” assets, TASE trades in-line with its global exchange peers on an EV/EBITDA basis
Note: all market cap and enterprise values shown in U.S. dollars. Valuation metrics are based on consensus estimates from Bloomberg. Source: company filings and presentations.