mmb scf covered bond programme
TRANSCRIPT
MMB SCF COVERED BOND PROGRAMME
September 2018
Investor Presentation
2
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THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, TO US PERSONS, AS DEFINED IN
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This document (the “Presentation”) has been prepared by My Money Bank (“MMB”) for information purposes as a basis for discussion only and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. For the avoidance of doubt, it being specified that neither MMB, nor
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This Presentation should not be relied on as an undertaking, promise, warranty or representation as to the future provision of services or products, or as an offer, solicitation or
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3
Disclaimer (2/3) IMPORTANT NOTICE – PLEASE READ
Neither MMB, MMB SCF nor BNPP, ABN, CACIB, SG acts as an advisor, nor owes any fiduciary duty and this Presentation and the information it contains shall not be construed as
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MiFID II PRODUCT GOVERNANCE / RETAIL INVESTORS, PROFESSIONAL INVESTORS AND ECPs TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the type of clients to whom the Notes are targeted is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's type of clients assessment) and determining appropriate distribution channels.
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4
Disclaimer (3/3) IMPORTANT NOTICE – PLEASE READ
MMB is authorised and regulated by the Autorité de Contrôle Prudentiel et de Résolution (ACPR). MMB is a société anonyme à conseil d'administration, incorporated under the
laws of France, licensed as a credit institution (établissement de crédit), with a capital of € 276,154,299.74, whose registered office is located at Tour Europlaza – 20 Avenue
André Prothin – 92063 Paris-La-Défense Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under number 784
393 340.
MMB SCF is a société anonyme incorporated under the laws of France, duly licensed as a French specialised credit institution (établissement de crédit spécialisé) by the French
Autorité de contrôle prudentiel et de résolution with the status of société de crédit foncier, with a capital of €10,000,000, the registered office of which is located at Tour Europlaza
– 20, avenue André Prothin – 92063 Paris La Défense Cedex - France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Paris under
number 840 318 950.
Agenda
1. Executive Summary 6
2. My Money Bank: Company Overview 8
2.1 Business Overview 9 2.2 Financial Highlights 16 2.3 MMB Refinancing Mortgages Portfolio 21
3. MMB SCF Covered Bond Programme 26 3.1 Legislative Framework 27 3.2 MMB SCF Overview 30 3.3 Cover Pool 38
4. French Economy 42
5. Contacts 45
1 EXECUTIVE SUMMARY
7
1
2
3
4
My Money Bank (MMB): a fully independent bank established on solid GE foundations Continuity in management team, autonomous core banking systems and processes Strong governance structure and compliance culture inheritance
BESV upcoming acquisition, adding a new profitable secured professional mortgage business to existing franchises Investment-grade rating (BBB-) from Standard and Poor’s with Stable Outlook
Focused growth built on established franchise positions and expertise in attractive growing markets Longstanding recognised player in French refinancing mortgage and auto financing in DOMs (French Overseas Departments) Positive and resilient market dynamics supporting for stable market shares and steady income flows
20.4% CET1: very strong capital base for My Money Bank 2017 CET1 standing at 20.4%, well above regulatory requirements Robust capital base with 100% of core equity (EUR 0.6bn) and strong loss-absorption capacity
Strong liquidity position with a strategic drive to diversify and optimise its funding Strong liquidity with cash equivalents in excess of EUR 400m as of end 2017 100% self-funded with diversified funding sources
Strong deposit base (EUR 1.3bn) and growth capacity (+100% YoY in 2017) Significant track-record on capital markets with 4 ABS/RMBS public issuances closed over the last 2 years (SapphireOne
programmes) for an aggregate amount exceeding EUR 2.6bn
MMB SCF: an inaugural Société de Crédit Foncier soft bullet covered bond issuer SCF establishment supporting MMB’s development in its core refinancing mortgage franchise EUR 10bn issuance programme rated [AAA] by Standard and Poor’s
Société de Crédit Foncier issuing French law Obligations Foncières with soft bullet structures CRR and UCITS compliant and expected to be eligible for ECB and LCR Level 1 with an ECBC Covered Bond Label Level of over-collateralisation of [31.2]% expected at issuance, well in excess of the 5% legal requirement Expected recurring MMB SCF’s issuances to support business activities and growth
5
A stable independent bank with a 100 years legacy seeking to diversify funding sources via MMB SCF Executive Summary
2 MY MONEY BANK: COMPANY OVERVIEW
2.1 Business Overview
10
Promontoria MMB SAS
Somafi – Soguafi SA
Sorefi SA
Socalfi SAS
Promontoria 101 BV
My Money Bank SA BBB- by S&P
Investment Funds (Managed by Cerberus Capital
Management)
Company Structure Overview Consolidated regulatory supervision at French holding level
Cerberus Capital Management, L.P. founded in 1992, is one of the world’s leading private investment firms
Cerberus and its affiliates manage over $30 billion for a diverse set of public and private investors
Cerberus is headquartered in New York City, and has offices in the United States, Europe, and Asia. It employs around 150 investment professionals
In Europe, Cerberus has participations in several regulated institutions, including BAWAG (Vienna IPO 2017), a retail Austrian bank
Streamlined and simplified MMB legal structure
100%
99.97% 99.99% 100%
99.99%
99.9%
MMB SCF SA [AAA] by S&P
99.99%
New entity
Regulatory Supervision
11
Company Business Overview Long standing specialist credit provider focusing on core products
Company history New originations (€ in bn)
1995: GE acquisition and organic growth 1995: SOVAC (founded in 1919), Crédit de l’Est 2002: New Caledonia 2004: Royal Saint Georges
2008: Financial crisis: decision to reduce origination 2009: tightened underwriting rules
2011: Keep strategic options open (GE strategy) Maintained all product lines with limited origination No restructuring plan
2013: Transformation and restructuring Nantes Operations Centre of Excellence Run-off House Purchase (HP) and Consumer mainland
loans portfolios Restructuring plans
2016: Focus and profitable growth Announcement of the Cerberus acquisition Sale of HP portfolio to BAWAG
2017-18: Business strategic refocus 2017: sale of Mainland Revolving to Advanzia 2018: sale of Auto Mainland to Financo June 2018: public announcement of Banque Espirito
Santo et de la Venetie (BESV) acquisition
1
2
3
4
Refinancing Auto and Consumer (DOM) Auto and Consumer (Mainland) House Purchase (HP)
5
Focusing on growth in core franchises: Refinancing mortgages and DOMs
Receivables volumes (€ in bn)
New originations (€ in bn)
2 3 4 5 1
12
My Money Bank Executive Committee A stable and experienced management team
Eric Shehadeh Chief Executive Officer
21
14
Experience in MMB/GE (years)
Experience in Financial services (years)
Dominique Quintard Internal Audit Director
12
17
Gilles de Launay Chief Operations Officer
30
30
Jacques Rouquette General Manager
DOM
6
28
Mathieu Becker General Counsel
1
24
Matthieu Flichy Business Development Director
1
9
Philippe Martinie Chief Risk and
Compliance Officer
28
32
Thomas Schneegans Chief Financial Officer
22
18
Fady Wakil Treasurer
14
11
Jean-Pierre Nelissen Chief Information Officer
1
26
Isabelle Meghnagi Human Resources Director
30
16
Jeremy Bracq Deputy Chief Financial Officer
11
9
13
Branches Locations
16 different time zones
Centre of excellence
Headquarters
Nantes
Paris/La défense
Headquarters in Paris
Operational centre in Nantes (2012)
Centralised and efficient organisation
Mainland branches DOM branches (Out of scope for MMB SCF)
Full coverage through 6 branches:
- Jarry (Guadeloupe)
- Le Lamentin (Martinique)
- Cayenne (Guyane)
- Sainte-Marie (La Réunion)
- Saint-Pierre (La Réunion)
- Nouméa (New Caledonia)
Simple refinancing mortgage infrastructure and strong DOM presence
Disaster Recovery Centres
Montpellier (IBM)
14
Refinancing
loans
Refinancing mortgage loans (RM): first lien mortgage loans with average portfolio LTVs of ~50%
Long-standing relationships with broker network (20 years+), 318 brokers
Unsecured Refinancing (UR): restricted to home owners
Insurance (a) Death or invalidity Involuntary Unemployment
Deposits Deposit activity limited to MMB
Auto
For retail customers - New/used car loans & leases
For SME customers - New/used car loans & leases - Auto fleets - Commercial equipment loan & lease
(trucks, construction, etc.)
Insurance (a) Death/invalidity, employment loss Guaranteed Asset Protection (GAP) Warranty extension / Assistance
Consumer Personal loans Unsecured Refinancing (UR) Revolving credit facilities
Platform And Products Overview € 3.9bn receivables distributed through 5 brands
Martinique/French Guyana
Guadeloupe
Reunion
New Caledonia
Mainland
DOMs
Product offering Brands
Mai
nla
nd
D
OM
(a) Optional insurance (borrower insurance and Auto damage) brokered by MMB on behalf of its insurance partners (b) Auto Mainland business sold to Financo in May 2018
Receivables by product
Mainland (75%) (b) DOMs (25%)
Total: € 3.9bn
Total: € 3bn Total: € 0.9bn
Refinancing loans Auto
Commercial Auto and Equipement
Consumer
Receivables breakdown (Dec. 2017)
59% 27%
14%
15
Solid and Stable Market Position Robust market share with conservative growth in core expertise in a well-known growing market
Mainland Refinancing loans (71% of business (a)) DOMs franchise (29% of business (a))
Longstanding presence in the
market
Strong market resilience
Solid and stable market position
Building future growth on core
expertise
€ 0.3 – 1.2bn annual origination volume in last 10 years
Future growth expected mainly from faster growth of
broker-originated banking business vs traditional retail
banking business
Broker-originated French refinancing loan market(b) in
steady growth since ’12 (€3.1bn in ’17, +9% p.a. av. growth)
Growing refinancing mortgages (RM) sub-market at € 1.1bn
in 2016 (+21% vs 2016)
6 major players
Stable MMB market share (30-35% in RM)
No incentive for brokers to change partners
Working with current top brokers since 1970
Stable relationship with top brokers throughout the years
Recognised servicer in the market
1
Predictable sources of
income
2
3
4
5
MMB maintained market position over the years under
adverse conditions
Low cost of risk (10 bps/year)
Highly profitable products
2020 new volume mostly expected from current
segments
Non-fragmented market with limited number of dealers
Resilient relationship with top dealers (> 10 years)
High entry barriers for new comers (brand, culture,
brokers)
2 main players on Auto
Auto market share stable around 50% among specialised
finance companies (no captives in DOM)
No incentive for dealers to change partners
In the DOM since 1965 through acquisitions
Long-term established relationships with key car dealers
Top-of-mind brand (1 out of 4 cars is financed by SOFI)
40+ years consumer data: strong internal screening ability
Stable Auto market with € 0.8bn to €1.2bn volumes
originated each year (loans + leases)
Ability to weather significant stresses in usury rates
Diversified and stable portfolio
(a) Following sale of Auto and Consumer Mainland portfolios in 1st half 2018. (b) This includes both unsecured refinancing loans and secured refinancing loans (refinancing mortgages)
2.2 Financial Highlights
17
MMB Group 2017 Key Figures
Performance
Capital and Liquidity
€601m(a) €142m
Consolidated Net Income Net Banking Income
20.4%
CET1 Ratio
€569m
CET1
€2.8bn
RWA
116%
LCR
0.22%
Cost of Risk
€2.7bn
+4% annual origination growth
Outstanding Mortgage Refinancing Loans
(a) 2017 profit driven by acquisition purchase accounting Source: My Money Bank 2017 annual report
18
MMB Group 2017 Year-End Balance Sheet Solid balance sheet position - highly capitalised with strong liquidity position
Cash balance 476 Financial liabilities 3 706
Deposits 1 016
Loans and receivables 3 944 Debt securities issued 2 690
- Refinancing Mortgages 2 389 - o/w RMBS (SapphireOne Mortgages) 1 596
- Unsecured Refinancing 192 - o/w ABS Auto (SapphireOne Auto) 390
- Auto Mainland (a) 394
- Consumer Mainland 13
- DOM 957
Provisions 74
Other Assets 141
Other Liabilities 172
Equity 608
Total Assets 4 560 Total Liabilities 4 560
(a) Auto Mainland business sold to Financo on May 2018. It represented around 10% of receivables as ok end 2017.
Assets Liabilities and Equity Highlights
2
3
4
5
1
(€ in millions) as of December 2017
Strong cash and liquidity position
Receivables focused on 2 products: refinancing
loans (secured and unsecured), DOM Auto and
Consumer (loans & leases)
Portfolio mix made of :
o 61% mainland refinancing mortgage
o 34% secured Auto mainland (a) and DOM
o 5% unsecured refinancing
Focused on building deposit base:
o +117% vs. 2016
o €1.3bn milestone (April 2018)
Wholesale funding through RMBS, ABS and
private warehouse facilities
Highly capitalised with 20.4% CET1
1
2
3
4
5
Source: IFRS Promontoria MMB Group financials, as of 31 December 2017
19
330 507
671 742 897
1016
2015 2016 Q1 '17 Q2 '17 Q3 '17 Q4 '17
Current Funding Mix Strategic objective to diversify funding sources and grow deposit
MMB’s Covered Bond Programme enriches the bank’s long-term funding toolbox
Deposits growth
€ in millions
Funding strategy
100% independently funded:
- No parent funding - Repeat securitisation issuer (Public & private): 4 public transactions - 1st Auto Public ABS as long term refinancing tool - Complete renegotiation of all legacy funding with significant CoF
reduction
Business funding imperatives
1. Management committed to expand deposit base and reduce encumbrance ratio
2. Diversifying investors base and private funding counterparties 3. Introduce Covered Bonds programme to raise longer term and
cost attractive funding
27%
54%
19%
December '17
Deposit Public securitisation
Private facilities
Funding mix
€ m Type Assets Investors WAL (Years) Balance YE 2017
Deposit Deposit - Retail / Corp. 2 1 016
Public
RMBS (SapphireOne Mortgages) RM Public 3-5 1 596
Covered Bonds RM Public 5-15 -
ABS (SapphireOne Auto) Auto Doms Public 1-2 390
Private Secured Funding facilities RM, Auto, Consumer
Private - 704
Total - 3 706
20
Investment-Grade Rating for My Money Bank
Strong capitalisation Very strong S&P risk-adjusted capital (RAC) ratio at 20.5% as of 31 Dec 2017
RAC ratio is projected to stand above 15% in 2018-2019
BBB- / A-3 rating with Stable outlook received from Standard & Poor’s
BBB- / A-3
Rating rationale
Experienced management team
Good expertise in niche segments
Concentrated business operations
Adequate liquidity position
Source: S&P research update “French Consumer Finance Bank My Money Bank Assigned ‘BBB- / A-3’ Ratings; Outlook Stable”, 23 July 2018
Positive view of the continuity and experience of the management team, largely inherited from GE Capital
Good business and risk expertise of the management team
Lack of business diversification; however
Ambitious growth strategy, sound underwriting standards and limited earnings volatility in the past
High reliance on wholesale funding; however
Sufficient liquidity buffer with a large share of undrawn credit lines
Good franchise and high market shares in refinancing mortgages in mainland France and auto financing in French overseas departments
Stable outlook reflects S&P’s view over a two-year horizon of a successful integration of BESV and execution of MMB’s strategic plan, notably achieving cost efficiencies, reducing asset encumbrance, and gradually converging toward a 9% RoE and 50% CIR by end 2021
Stable outlook
2.3 MMB Refinancing Mortgages Portfolio
22
1,000 €
Consolidation enabling to increase customer monthly disposable income and reduce DTI from 47% to 16%
Auto loan - 4%
Refinancing Mortgage Product Features
Mortgage loan – 3%
10 yrs 20 yrs
Consumer loan – 10%
3 loans Balance: 100k€
1,600€/mth ~ 6 yrs
1 loan Balance: 100k€
555€/mth 20 yrs
2,000 €
1,000 €
Monthly payment
Loan maturity
Before MMB solution
After MMB solution: reduced rate and monthly payment
Mortgage loan – 3%
10 yrs 20 yrs
2,000 € Monthly payment
Loan maturity
5 yrs
Illustrative Refinancing Mortgage solution for typical client
23
300
519 585
73 88 110
310 84 42
409 580
40
RM
UR
+24% +5% +56% +11% 0% Growth +16%
627 482 668 150 610 603
Bank 1 Bank 2 Bank 3 My Money Bank
Bank 4 Bank 5
Refinancing loans (mEUR) estimated
Market Share: Refi. mortgages Unsecured Refi.
3% 28% 40% 3% 21% 6% 35% 4% 5% 7% 18% 31%
Refinancing Mortgage Market – Overview 30%+ MMB’s stable market share on growing market of refinancing mortgage through brokers
Current MMB positioning (estimated volumes) Market and MMB dynamics
Refinancing loans through brokers growing by c. 15% in 2017 (+26% for Refinancing Mortgages)
Broker’s share increased by c. 30% in last two years following IOBSP ORIAS certification (perceived as level-field with banks)
MMB’s market share on Refinancing Mortgages stable at ~30% in last 10 years, with a proven ability to reach 44% in 2008
MMB business growth in line with market dynamic
MMB is ranked #2 on Refinancing Mortgages in 2017 with an estimated market share of 28% (see below)
2017 Through brokers
2017 France Refinancing loans (Refinancing Mortgages &
Unsecured Refinancing)
c. € 18bn
€3.1bn
+15% growth vs. 2016
Estimated Competitive environment (‘17 new volume through brokers) MMB estimated market share evolution
44%
31% 31%
28%
33% 31% 31%
31% 32%
28%
5%
1% 1% 0% 0% 1% 1%
5% 6%
4%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
SRM
UR
Refinancing mortgages
Unsecured refinancing
24
Average customer stats: Home ownership: 100%
Age: 52 years
Household type: 1.7 co-borrowers
Profession: 67% salaried / 20% retired
Urban: 51% in urban areas (cities > 50.000 inhabitants)
Monthly revenues: € 3.4k
MMB Refinancing Mortgage Portfolio Overview
EUR 2.4bn Refinancing Mortgage portfolio:
100% 1st Lien
Average re-indexed LTV of 49%
Average DTI of 28.9%
Delinquent 4+ months: 5.9%
0% FICP-FCC (*) customers during last 12 months
Highest ticket € 1.4m / Top 10 at 0.25% of total portfolio
Paris-Ile de France 13.4%
PACA 8.7%
Nord Pas de Calais 8.5%
Rhône-Alpes 8.3%
All other regions < 7%
All financed collateral located in Metropolitan France
8.5%
Low LTV refinancing mortgage with a low credit loss track-record
Portfolio summary (as of March 2018)
Assets by customer profile
Asset concentration
13.4%
8.3%
8.7%
Key underwriting approach
Typical customer profile: couples in their 50’s with enough home equity to remortgage past unsecured short term debt which was subscribed to improve and equip their property purchased in their 40’s.
Rigorous risk culture and underwriting inherited from GE
Underwriting Rules defined and written by Risk Team
Customer Credit Profile assessed on basis of customer's past
banking behaviour and considering Borrower's DTI before RM
Loan and number of loans to be consolidated into RM Loan
Policy of cross-checking full set of documentation, including
analysis of current Bank Account Statements
All existing Customer loans repaid to Banks through Notaries
100% Direct Debit payment at origination
(*) National Database on Household Credit Repayment Incidents
25
Refinancing Mortgage Historical Risk Performance Loss To Sale below 10 bps p.a. since 2011 and lower than 15 bps p.a. throughout the crisis
RM assets and Delinquencies RM origination
€ bn
Receiv. (€ bn)
2+ (%)
Since 2011 vintage, run rate cost of risk is below 10 bps p.a. (vs. max 15 bps during the 2008-10 crisis)
5.3 8.3 11.2 10.9 6.6 3.4 3.0 3.0 2.9 2.8 2.7 3.0 3.0 3.1 0.8
1.1 2.0 3.2 3.8 2.7 1.5 1.6 1.7 1.8 1.9 2.0 2.5 2.8 3.0 0.8
66 63 65 66 64 57 60 60 60 60 62 62 61 62 65
New contracts (k#)
Remaining con. (k#)
Avg LTV @ orig
0
200
400
600
800
1000
1200
1400
'04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18
€ m
New Volume & remaining balance Amortized
FOT
Delinquent
Current
€ bn
(a) Forfeiture of the Term
(a)
3 MMB SCF COVERED BOND PROGRAMME
3.1 Legislative Framework
28
Legislative Framework (1/2) Société de Crédit Foncier
Type of covered bond issuer: Société de Crédit Foncier (SCF)
A specialised credit institution licensed and supervised by the French Banking and Resolution Authority (ACPR - Autorité
de Contrôle Prudentiel et de Résolution)
Category of French legislative covered bonds: Obligations Foncières (OF)
Fully compliant with the UCITS-directive
Allows certain regulated investors to invest in each single SCF issuer (up to 25% limit for UCITS)
Investors in OF and swap counterparties will benefit from the statutory priority in right of payment (privilège légal)
over all eligible assets of the SCF and will rank senior to all other creditors of the SCF (including the French tax
authority)
Main features of the French SCF law:
Requirement to cover all liquidity needs for next 180-days period on an ongoing basis
Minimum 5% level of over-collateralisation
Loans in the cover pool can be financed by the privileged debt up to the lower of (i) the remaining principal balance of the
loan or (ii) the value of the real estate financed or given as collateral multiplied by the financing coefficient. For refinancing
mortgage loans, the financing coefficient is 60%.
Possibility for issuers to use up to 10% of OF issued for ECB repo operations to manage liquidity proactively if needed
Substitution assets limited to 15% of the privileged debt
Exposure on any credit institution is limited to 15% of the privileged debt
Maturity mismatch requirement between eligible pledged assets transferred by way of security and liabilities benefiting
from the statutory privilege (maximum 18 months allowed)
Two external statutory auditors like all French credit institutions
Monitoring of the cover pool and certification of the legal ratios by an independent and regulated cover pool monitor
(contrôleur spécifique)
A bankruptcy of the parent bank, MMB, may not be legally extended to include the SCF
29
Legislative Framework (2/2) Covered bond investors in MMB SCF will benefit from the regulatory features provided by the legislative framework in addition to all existing investor protections
Liquidity
Asset Eligibility
Criteria
Credit
Enhancement
Residential home loans and/or commercial real
estate loans secured by first ranking mortgage, or
insurance companies' or credit institutions'
guarantees
European Union / EEA / other AAA rated country
Controls and
Reporting
Additional protections
in MMB SCF Regulatory features
Initially portfolio of refinancing loans to
French obligors and secured by a first
ranking mortgage on real estate properties
Initially real estate properties only located in
mainland France
Minimum legal over-collateralisation level is 5%
Loans in cover pool financed up to the lower of (i)
the remaining principal balance of the loan or (ii) the
value of the collateral multiplied by the financing
coefficient
Current over-collateralisation level required
by the rating agency for [AAA] rating is
[11.3-19.5]% (*)
Potential commingling risk covered by
additional loans and/or cash collateral
Financing coefficient of 60% for refinancing
mortgage loans
Specific Controller (Cailliau Dedouit & Associés)
will monitor on a quarterly basis the compliance
with the legal cover ratio
180-days liquidity coverage
Access to ECB repo facility permitted for up to
10% of covered bonds issued to generate liquidity
for cash-flow management
Mismatch monitoring between pledged assets and
liabilities benefiting from the statutory privilege
Statutory Auditors (KPMG SA, RSM Paris)
Rating Agency (S&P)
Specific Controller (Cailliau Dedouit &
Associés) performs on an annual basis
paper audits
Soft bullet maturity with nondiscretionary 12-
month extension in case of Event of Default
(*) Actual required over-collateralisation level depends on maturity of the soft bullet covered bonds . Range shown for 7 to 10yrs maturities.
3.2 MMB SCF Overview
31
MMB SCF Covered Bond Programme Inaugural French covered bond issuance with strong structural features and collateral
(*): In the future, depending on MMB’s future business developments and acquisitions, the collateral pool may include other types of financings complying with the provisions of Article L.513-3 of the French Monetary and Financial Code and with Article 129 of the Capital Requirements Regulation (“CRR”), in particular (but not limited to) home loans guaranteed by a credit institution, a financing company or an insurance company (“Crédits cautionnés”).
MMB SCF Key Terms
Issuer MMB SCF
Collateral Portfolio of refinancing mortgage loans to French obligors secured by a first ranking
mortgage on real estate properties located in Mainland France (*)
Governing Law French law
Programme Size EUR 10bn
Dual recourse Dual recourse to i) MMB, and ii) the collateral assets
External Ratings [AAA] (S&P)
Maturity Type Soft Bullet with a maximum 12-month extension
Listing EuroNext Paris
Currency EUR
Over-collateralisation (OC) [31.2]% expected at issuance
Compliance with European Legislation UCITS and CRR/CRD IV compliant
Expected to be ECB and LCR Level 1 Eligible
ECBC Label Yes
32
Covered Bond Regulatory Treatment
CRR / CRD IV
LCR
UCITS
Compliance with Art 129.1 CRR:
Residential mortgage loans with maximum LTV of 80% (as part of the Contractual Cover Test) (*)
Reporting in line with Art 129.7 CRR
10% risk weight
High Quality Liquid Assets Level 1 classification expected: Compliance with Art 129 CRR
Rating: [AAA] by Standard & Poor’s (credit quality step 1)
Minimum issue size of EUR 500m
Asset coverage over-collateralisation requirement of at least 2% met at all time
Covered Bond Directive
Alignment with recent regulations and directives, with preferential treatment for bank investors
Fully compliant with the UCITS-directive
Allows certain regulated investors to invest in each single SCF issuer (up to 25% limit for UCITS)
Fully compliant with the project of Directive and CRR amendment as published by the EU Commission:
Extension of maturity for Soft Bullet Notes under specified and non-discretionary triggers
Minimum level of 5% over-collateralisation
(*): For refinancing mortgage loans, the amount financed is limited to 60% LTV.
33
MMB SCF Structure Chart A robust legal structure using a tested transfer mechanism
Portfolio of refinancing
mortgage loans
Other assets
Capital
Other debts
Cash or cash equivalent
Secured loan
Capital (incl. sub. debt)
Obligations Foncières
MMB SCF
Secured loan
Secured loan
Transfer in full ownership by way of security (Art. L-211.38 of the French Monetary and Financial Code)
Principal and interests
Investors
Covered Bonds
‘Obligations foncières’
Issuance proceeds
MMB SCF has dedicated governance and control framework:
Supervisory Board Executive Board
ALCO, Finance Committee, Risk Committee, Compliance Committee, Permanent Control Committee
The SCF will be managed operationally by MMB’s Treasury department (issuance strategy, ALM management, reporting, interactions with rating agency and cover pool monitor, ACPR and AMF, etc.)
34
MMB SCF Risk Factors and Mitigants (1/2)
Mitigants to Credit Risk
Dual recourse to i) MMB, and ii) Collateral Security Assets
Over-collateralisation in line with legal requirements and S&P requirements for current rating on the covered bonds
At issuance, expected over-collateralisation of [31.2]%
Contractual Cover Test ensures that collateral represented by loans, cash and other collateral are sufficient to meet future interest and principal payments on the covered bonds (monthly test by Issuer Calculation Agent)
Minimum rating requirements on MMB:
Collection Loss Trigger Event: reserve funded upon loss of A-2 short-term rating
Servicing Rating Trigger Event: loss of BB long-term rating
Mitigants to Timely Payment Risk
Strong liquidity support complying with upcoming European Directive
Soft Bullet mechanism, with nondiscretionary extension trigger events in accordance with EBA guidelines:
If, following the occurrence of an Extension Trigger Event, MMB SCF is not able to repay a covered bond on the Final Maturity Date, then payment of the unpaid amount shall be automatically deferred and shall become due and payable twelve (12) months later on the Extended Final Maturity Date
Extension Trigger Event means: i) a failure to pay by MMB under advances made available to it by the SCF and funded by the Programme, ii) a failure by MMB to confirm 10 business days before the Final Maturity Date to the SCF that it will be able to repay all sums due on such Final Maturity Date, or iii) a public statement from MMB relating to its default
Weighted Average Life (WAL) mismatch regulatory test (French regulatory obligation): difference between WAL of cover assets and WAL of covered bonds must be less than eighteen (18) months (exemption for new issuers)
Cash collateral mechanism: Cash deposit granted by MMB to the SCF by way of security (gage-espèces) in order to ensure the SCF covers its liquidity shortfall for the next 180 days
Yield of underlying assets offering a coverage of covered bonds coupon payment obligations (preliminary cover pool WA Yield of 2.96%)
35
MMB SCF Risk Factors and Mitigants (2/2)
Mitigants to Commingling Risk
Upon occurrence of an Event of Default, MMB, or any substitute Servicer, will transfer to MMB SCF any amount due and received from the Debtors with respect to the Collateral Security Assets on a daily basis. This cash transfers should include sums received as from the last day of the calendar month immediately preceding the date of the Enforcement Notice
An Event of Default will also trigger the notification of Debtors so that payments are re-directed directly to MMB SCF by a substitute Servicer
Collection Loss Reserve funded upon Collection Loss Trigger Event: posting into a dedicated account of the SCF of an amount equal to the greater of i) the aggregate collections on the Collateral Security Assets received during the last calendar month, and ii) the interests, fees, costs, expenses, taxes and other ancillary sums (excluding principal amounts) due in relation to the outstanding covered bonds in the two following calendar months
The Collection Loss Reserve will be funded at time of issuance (MMB’s current short-term rating at A-3, below the Collection Loss Trigger Event level)
In addition, Potential Commingling Amount in line with rating agency methodology (initially equal to 2.5 months of aggregate collections on the Collateral Security Assets) to be carried either as additional Collateral Security Assets in the Contractual Cover Test or as additional cash amount in the Collection Loss Reserve
Mitigants to Other Risks
Market Risks
Very limited interest rate risk expected: no floating rate assets in the initial cover pool
No currency risk: all Collateral Security Assets denominated in Euro
Operational Risks
Proper identification by flagging in MMB’s sub-ledger system of all receivables transferred in full ownership by way of security to MMB SCF to prevent their improper use as collateral for other MMB’s financings
36
Contractual Cover Test (CCT)
Adjusted Aggregate Asset Amount
Aggregate Note Outstanding Principal Amount
Contractual Cover Ratio =
+ -
1 ≥
Adjusted Aggregate Asset
Amount
Potential Commingling Amount
-
Cash +
Aggregate Substitution Assets Amount
+ Aggregate Value of
Permitted Investments
Lower of:
Adjusted Loan Outstanding Principal Amount or
Unadjusted Loan Outstanding Principal Amount X Asset Percentage
Applicable Deemed Reductions =
where
Adjusted Loan Outstanding Principal Amount reflects indexed valuation up to applicable LTV financing coefficient as per SCF legislative framework
Asset Percentage covers the higher of the legal and rating agency over-collateralisation requirements
Potential Commingling Amount in line with rating agency methodology (initially equal to 2.5 months of aggregate collections on the Collateral
Security Assets) so long as MMB short-term rating is below A-2 (as reduced by any equivalent additional cash amount posted to the Collection
Loss Reserve instead)
CCT ensures that collateral represented by loans, cash and other collateral are sufficient to meet future interest and principal payments on the covered bonds (monthly test by Issuer Calculation Agent)
37
MMB SCF BNP Paribas
Home Loan SFH Crédit Agricole Home Loan SFH
Société Générale SFH
Cover Pool Composition [96.3]% Mortgages
[3.7]% Substitute assets 98.3% Mortgages
1.7% Substitute assets 98.3% Mortgages
1.7% Substitute assets 94.8% Mortgages
5.2% Substitute assets
WA Current Unindexed LTV [57.9]% 61.9% 61.3% 66.0%
Average Loan Size (EUR) [124,013] 101,187 58,036 96,747
Loan Security [100]% First lien mortgage 100.0% Guaranteed 67.0% First lien mortgage
33.0% Guaranteed 100.0% Guaranteed
Occupancy Type
[97.2]% Owner occupied [1.3]% Second homes
[1.5]% Buy to Let
80.5% Owner occupied 5.2% Second homes
14.3% Buy to Let
80.9% Owner occupied 3.5% Second homes
15.7% Buy to Let
79.5% Owner occupied 4.3% Second homes
16.2% Buy to Let
Interest Rate Breakdown [100.0]% Fixed rate 92.3% Fixed rate
0.3% Floating rate 7.4% Other
91.5% Fixed rate 8.5% Floating rate
97.0% Fixed rate 3.0% Floating rate
Arrears [100]% Current 100% Current 100% Current 100% Current
Cover Pool WAL [10.2] yrs 7.1 yrs 6.9 yrs 7.1 yrs
Covered Bonds WAL [7-10] yrs 4.5 yrs 6.7 yrs 6.0 yrs
OC in line with AAA rating [11.3-19.5]%(*) (S&P) 17.9% (S&P) / 5.0% (Fitch) 13.3% (S&P) / 5.0% (Fitch) 5.0% (Fitch)
French Covered Bond Comparables
Sources: MMB SCF: Preliminary Cover Pool as of 31 July 2018 Other programmes: ECBC Label reporting templates available on respective issuer websites as of 6 September2018, S&P Global Covered Bond Insights surveillance report as of Q2 2018, Fitch Covered Bonds Surveillance Snapshot report as of July 2018
(*) Actual required over-collateralisation level depends on maturity of the soft bullet covered bonds . Range shown for 7 to 10yrs maturities.
3.3 Cover Pool
39
Cover Pool Characteristics (1/3)
59.30%
19.82%
13.31%
6.61%0.95% 0.03% Employed
Pensioner
Civil servant
Self-employed
Unemployed
Other
97.17%
1.27% 1.24% 0.31%
Owner-Occupied
Second Home
BTL
Other
Employment Distribution
Occupancy Type
Preliminary Cover Pool as of 31 July 2018
Aggregate Principal Balance (€) 632,216,102
Aggregate Principal Balance (after 60% LTV) (€) 583,647,272
Number of Loans 5,098
Number of Obligors 5,085
Average Original Principal Balance (€) 129,718
Average Current Principal Balance (€) 124,013
Maximum Loan Balance (€) 911,228
% Number of loans > 500K€ 0.35%
Top 10 Obligors 1.13%
Weighted Average Original Loan-To-Value 61.23%
Weighted Average Current Loan-To-Value 57.95%
Weighted Average Debt-To-Income before Debt Consolidation 45.94%
Weighted Average Debt-To-Income after Debt Consolidation 29.81%
Weighted Average Remaining Term (Years) 18.51
Maximum Remaining Term (Years) 24.93
Weighted Average Seasoning (Years) 1.04
Weighted Average Interest Rate 2.96%
Aggregate Principal Balance (Fixed) 632,216,102
Aggregate Principal Balance (Float) 0
% Variable Rate Loans (Balance) 0.00%
Source: Preliminary Cover Pool as of 31 July 2018
40
Cover Pool Characteristics (2/3)
Interest Rate Type Geographic Distribution
Current LTV Current Interest Rate
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
0%
5%
10%
15%
20%
25%
30%
35%
40%
14.67%
12.30%
11.14%
10.86%10.73%
10.45%
6.69%
6.44%
5.47%
4.55%
3.50% 3.19%Ile-de-France
Aquitaine-Limousin-Poitou-Charentes
Provence-Alpes-Côte d'Azur
Auvergne-Rhône-Alpes
Languedoc-Roussillon-Midi-Pyrénées
Nord-Pas-de-Calais-Picardie
Alsace-Champagne-Ardenne-Lorraine
Pays de la Loire
Bretagne
Normandie
Bourgogne-Franche-Comté
Centre-Val de Loire
100.00%
Fixed Life
Source: Preliminary Cover Pool as of 31 July 2018
41
0%
5%
10%
15%
20%
25%
Cover Pool Characteristics (3/3)
Current Balance Loan Term
Seasoning Remaining Term
0%
10%
20%
30%
40%
50%
60%
0%
5%
10%
15%
20%
25%
30%
35%
40%
0%
5%
10%
15%
20%
25%
Source: Preliminary Cover Pool as of 31 July 2018
4 FRENCH ECONOMY
43
French Economy – Macroeconomic Indicators
GDP Growth Rate Unemployment Rate Inflation Rate
Banque de France forecasts that the French GDP growth should be stronger than predicted to stand at 1.8% at end 2018. It is expected to then
remain above its current potential rate, at 1.7% in 2019 and 1.6% in 2020, supported by:
Growth in domestic demand that should only slow slightly between 2018 and 2020
External trade should no longer contribute negatively to growth owing to the sharp export rebound projected for 2018
Inflation is expected to strengthen temporarily to an annual average of 2.0% in 2018 after 1.2% in 2017, fuelled in particular by higher energy prices
and hikes in tobacco taxes. It should then fluctuate to an extent, falling to 1.5% in 2019 before rising again in 2020 to 1.8%
The unemployment rate is projected to fall steadily over the period reaching 8.2% at end-2020, the lowest level observed since the end of 2008. This
trend should continue over the projection horizon, with 180,000 jobs expected to be added each year, despite the 2018 cut in subsidised contracts
Key Trends
Sources: Banque de France, INSEE, Eurostat, Destatis
2.1
2.1
2.6
2.2
1.9
1.7
GDP at market prices - Growth rate, over 1 year (%) HICP, Annual rate (%) As of % of civilian workforce
8.3
3.4
9.2
44
French Economy – Housing Market
Loan to Households & Non Fin. Corps Monthly Flows of Housing Loans New & Second-Hand HPIs
Key Trends
Sources: Banque de France, INSEE, Eurostat, Destatis
Annual rate (%) Changes in stocks in EURbn, adjusted for sales and
securitisation and write-offs/write-downs Average annual base 100 on 2015
80
85
90
95
100
105
110
New housing price index
Price index of second-hand dwellings (new and second-hand)
In July 2018, the annual growth rate of loans to individuals stood at + 6.1%, down from + 6.2% in July 2017. This decline was mainly driven by housing loans (+ 5.8% in July 2018, down from + 6.0% y-o-y) as well as credit for consumption (+ 6.9%, up from + 6.2% one year before)
In Q1 2018, house prices are slightly higher than in the previous quarter (+0.7%, not seasonally adjusted data). Second-hand dwelling prices increased by 0.7% and those of new dwellings by 0.4%. Year on year, house prices kept increasing (+3.4% after +3.3% in Q4 2017). Second-hand dwelling prices grew faster (+3.5% y-o-y) than new dwelling prices (+2.6%). This can be explained by the high demand for housing in France due to:
Growing population and increasing number of people living alone (break-up, aging, etc.)
Real-estate seen as a safe haven
Limited housing supply
Monthly housing loans production decreased by € 1.4bn y-o-y (€ 17.5bn in July 2018, down from € 18.9bn in July 2017) while the average interest rate on new housing loans (long-term and fixed-rates) continues to decrease from 1.62% in July 17, down to 1.53% in July 2018
3.0
3.0
5.5
5.3
106
107
5 CONTACTS
46
MMB SCF – Contacts and Investor Information
Thomas Schneegans CEO, MMB SCF CFO, My Money Bank SA +33 1 58 13 29 09 [email protected]
Fady Wakil Deputy CEO, MMB SCF Treasurer, My Money Bank SA +33 1 58 13 28 61 [email protected]
Bertrand Robequain Head of Capital Markets My Money Bank SA +33 1 58 13 30 25 [email protected]
Kawtar Adlani Head of Funding Operations My Money Bank SA +33 1 58 13 20 95 [email protected]
Detailed investor reporting on MMB SCF covered bond programme will be available on a regular basis
on our investor relations website: https://www.mymoneybank.com
MMB SCF will be registered with the Covered Bond Label: https://www.coveredbondlabel.com