Retail Bond Conference

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1 Retail Bond Conference Brown Shipley 20 February 2013 Wealth well managed Not to be circulated to Retail Investors

2 Today s Speakers Gillian Walmsley Michael Dyson Kevin Doran Head of Fixed Income Products Head of Fixed Income Head of Fixed Income London Stock Exchange Numis Securities Brown Shipley Wealth well managed 1

3 Brown Shipley Fixed Income Race Day Haydock Park Wednesday 20 th March 2013 Wealth well managed 2

4 Order book for Retail Bonds (ORB)

5 Investor Demand increasing private investor focus on fixed income seeking alternative asset classes given current low interest rates and recent equity market volatility private investors using bond funds are keen to take more active role in managing their portfolio by selecting and trading individual bonds trading in individual debt securities allows investors to select particular bond issues and tailor their portfolio strong demand from UK private client brokers for greater access to retail bonds IMA Asset Management Survey 2010/11 bond funds continued to do well in 2010 with 7.1bn of net sales 2009 saw highest ever inflow into bond funds, net total of 10.7bn this inflow driven almost entirely by private investors (90% of total) corporate bonds were best-selling sector 2

6 Launch of the new electronic Order book for Retail Bonds in February 2010, the London Stock Exchange launched its new electronic bond market for private investors the Order book for Retail Bonds (ORB) key aims of ORB are to develop both an efficient, transparent secondary market in bonds for UK private investors and to establish a primary market for distribution of dedicated retail bonds opening up new sources of capital for companies seeking to diversify their funding 3

7 Bonds available on electronic ORB ORB currently has more than 160 sized bonds on the platform offering a range of gilts, corporate and supranational bonds over 100 corporate and four supranational bonds at launch, a number of existing retail-size bonds were made available for continuous quoting on the electronic order book also offers range of more than 50 gilts includes both conventional gilts (excludes strips, undated, rump issues) and inflation-linked gilts 33 ORB-dedicated new issues and 4 taps of existing ORB issues have raised over 3.1 billion since launch 4

8 ORB dedicated issues ISIN Issuer Name Date Listed Maturity Coupon Value Coupon Type Min Den Issue Size XS EnQuest PLC 15/12/ year 5.5 Fixed million XS Alpha Plus Holdings plc 19/12/ year 5.75 Fixed million XS UNITE Group plc 12/12/ /2 year Fixed million XS Tullett Prebon plc 11/12/ /2 year Fixed million XS St. Modwen Properties plc 07/11/ year 6.25 Fixed million XS London Stock Exchange Group plc 05/11/ year 4.75 Fixed million XS Workspace Group plc 10/10/ year 6 Fixed million XS Beazley plc 25/09/ year Fixed million XS Intermediate Capital Group plc 20/09/ year 6.25 Fixed million XS CLS Holdings plc 12/09/ /4 year 5.5 Fixed million XS ICAP plc 31/07/ year 5.5 Fixed million XS Primary Health Properties plc 24/07/ year Fixed million XS Severn Trent plc 11/07/ year 1.3 Variable million XS Tesco Personal Finance plc 21/05/ /2 year 5 Fixed million XS Provident Financial plc 04/04/ /2 year 7 Fixed million XS Places For People Capital Markets 31/01/ year 1 Variable million XS Intermediate Capital Group plc 22/12/ year 7 Fixed million XS Tesco Personal Finance plc 16/12/ year 1 Variable million GB00B3YYW134 Royal Bank of Scotland 07/11/ year 2 Variable million XS National Grid plc 30/09/ year 1.25 Variable million XS Places For People Capital Markets 27/06/ /2 year 5 Fixed million XS Provident Financial plc 31/03/ /2 year 7.5 Fixed million XS Lloyds TSB Bank plc 25/03/ /2 year 5.5 Fixed million XS European Investment Bank 11/03/ /2 year 3.25 Fixed million XS Tesco Personal Finance plc 25/02/ /2 year 5.2 Fixed million GB00B42SH312 Royal Bank of Scotland 21/02/ year 2 Variable million GB00B442CZ84 Royal Bank of Scotland 17/01/ year 3.3 Fixed million GB00B4MTS317 2 Royal Bank of Scotland 06/12/ year 0 Variable million GB00B4RM3T66 Royal Bank Of Scotland plc 01/11/ year 3.9 Variable million GB00B4P95L57 1 Royal Bank Of Scotland plc 01/11/ year 3.9 Variable million XS Lloyds TSB Bank plc 21/06/ /4 year Fixed million XS Provident Financial plc 15/04/ year 7 Fixed million GB00B3N3WC23 Royal Bank of Scotland 01/02/ year 5.1 Fixed million 5

9 Key features of the new market model Transparency dedicated market makers are committed to quoting two-way prices in a range of retail bonds throughout the trading day means that private investors can see continuous tradeable prices on-screen and easily monitor the value of their bond portfolio open model for all participants, offers new opportunities for price improvements prospectuses for all the bonds on ORB are available to download free from our website Regulatory supervision high degree of market monitoring and supervision EU regulated market, highest standards of disclosure and transparency 6

10 Electronic Order Book new market model means private investors are able to see prices onscreen and trade in bonds in a similar way as they currently do for shares 7

11 Market Partners ORB is currently supported by nine market makers: Investec Bank and Winterflood Securities in gilts and corporates Canaccord Genuity, Peel Hunt and Shore Capital across corporate bond range HSBC and Numis Securities in a range of corporates RBS and Barclays Capital we are working with market partners to further develop the ORB and to support new admissions with press/marketing activity dedicated partner logos may be displayed by key participants 8

12 Further Information Fixed Income London Stock Exchange 10 Paternoster Square London EC4M 7LS Tel: +44 (0) Web: 9

13 The independent UK Investment Bank Presentation to Brown Shipley Retail Bonds Conference Why, how, when to issue a Retail Bond 20 February Registered No Authorised and Regulated by The Financial Services Authority. A Member of the London Stock Exchange.

14 Debt profile XYZ Properties plc Group facilities at 31/05/12 Lloyds 100m November 2014 RBS 95m November 2015 Barclays 84m September 2015 HSBC 75m December 2015 Kennedy Wilson 50m November 2014 Santander 30m January 2016 Deutsche pbb 5m June 2019 Barclays VSM 38m March 2017 Total facilities 477m Undrawn facility headroom 107m Net debt (excl. jvs) 370m Bank Gearing Covenant 175% Actual Gearing 74% 2

15 Which Lender? Bank Borrowings Sterling Wholesale Bonds Retail Bonds Private Placements Size Term and Rate Ratings and Credit profile Positives Negatives Positives Negatives Positives Negatives Positives Negatives Flexible loan sizes Flexible term and coupon types Bank should understand and work with the business May need syndicating Rarely offer longer term fixed rates Covenant and frequency of reporting can be onerous. Often take a charge over security Capacity for large size capital raising. EMTN allows tapping Wide choice of maturities and coupon types Huge resource to understand complex credits. Can be flexible on security for right price Not cost effective for deals smaller less than 150m? Larger size means "lumpy" debt profile unless frequent borrower. Refi risk Current market covenants required. Ratings required (usually) Typical issue sizes of 50m to 150m are ideal unit sizes Coupon types and tenor will reflect current retail appetite Will judge credit on it s own merits. Ratings helpful but not essential. Unsecured possible if responsibly covenanted Difficult to gauge size or absolute demand ahead of launch Limited to terms of 5 to 10 years in normal circumstances EU prospective directive requirement for small denominations From 25mn. PP Programme can lead to regular placements Offers competitive cost of funds for maturities between 7-30 years Private Placements create competitive price tension amongst lenders Smallish mkt in UK. Some US demand for. US PP market open to European issuers in $ May required private ratings Ongoing Approachable for renegotiating in difficult times Needs regular refinancing Speedy pricing and settlement process Pricing power lies with investors (as pricing is in a range) A successful retail bond launch can greatly enhance investor awareness and increase profile with equity investors Can require extensive roadshow/marke ting Early redemption can be expensive 3

16 Standalone vs. MTN Programme Planned frequency of issue key factor in determining appropriate structure Standalone issue Standalone bond is a lower cost documentation route for a single bond issue Reduced documentation prospectus must satisfy: Prospectus Rules (Annex IV, V, XII) FSMA and ESMA Guidance on retail offers Less disclosure vs. equity issue (e.g. no working capital review) Requires UKLA approval Any additional offers must submit an entirely new document to the regulator MTN Programme Prospectus requires same information disclosure and approval process as for standalone Additional documents include Programme Agreement and Programme Notes Requires annual update if further issues planned As many of the arrangements (such as regulatory, agents, trustees, lawyers, listing) are maintained on a continuing basis, the documentation process for additional issues is simplified Standardisation of the contractual provisions relating to each issue of debt securities, reduces legal risk Expensive to set up due to additional disclosure but cost efficient for repeat borrowers 4

17 How long does it take? 6 8 week process from start to finish offer to launch post the interim results 5

18 What does it Cost? Expenses Indicative costs Issuer's counsel 50,000-75,000 Bookrunner's counsel Trustee and paying agent ,000 LSE listing fees Auditors 60,000-80,000 - Retail Bond Issuance Ranges from 300 to 3,650. The LSE fees are based on the size of the issue, and for reference, the fee for a bond of up to 100m is 2,750 This is the cost to produce a comfort letter (can be 10,000, but depends on work/time post results) Roadshow 3,000-7,000 including UK, Ireland and Channel Islands Advertising 50,000-70,000 Total fixed costs Indicative Fixed Costs 173, ,650 Ratings? Variable costs Arrangement and Placement fee 1.25% - 1.5% Fees of 0.5% to 0.75% are paid to authorised distributors 6

19 Required documentation Company counsel Prospectus (business description & risk factors) Application forms to LSE Legal opinions UKLA checklists Verification Accountants Proper extraction of financials comfort No significant change review Bank counsel Prospectus (Terms & Conditions of the bond) Subscription agreement Terms and conditions Trust deed and Agency agreement DD questionnaire Distribution agreements Term sheet (if MTN programme) Prospectus confirmation agreement Bank Offer announcements Marketing presentation Information booklet Roadshow schedule Bookbuild Settlement Marketing feedback 7

20 Post listing requirements Disclosure obligations Disclosure of price sensitive information must be announced as soon as possible Periodic financial reporting Annual report (must be published within 4 months of year end for Main Market retail debt) Interim report (must be published within 2 months of half year end for Main Market retail debt) Interim management statements Ongoing costs Paying agent and Trustee: c. 2,000 London Stock Exchange: 7,000* Role of trustee and paying agent Coupon payment Trustee responsibilities Investor management Offer meetings with company management at time of results to Distributors *Assumes standalone issue 8

21 Retail Bond Opportunities Kevin Doran Senior Fund Manager Wednesday 20 February 2013 Wealth well managed Not to be circulated to Retail Investors

22 Fundamental Belief Investors should not be willing to accept increased levels of risk without a commensurate increase in the expected levels of return As a corollary to that belief; equally, investors should not expect an increased level of return without a commensurate increase in the level of risk borne Wealth well managed 1

23 Fundamental Belief Wealth well managed 2

24 Interest rate risk Sources of Risk Credit Risk Liquidity Risk Wealth well managed 3

25 Sources of Risk Interest rate risk Chance of default Credit Risk Recovery in event Liquidity Risk Wealth well managed 4

26 Due Diligence Process Balance Sheet Income Statement Generate Sales (Cost of Goods Sold) Assets Circular Flow (Operating Expenses) EBIT/Operating Profits = Liabilities + Equity Used For: Increasing Asset Base Increasing Working Capital Increasing Cash Balances Reducing Liabilities Retained Earnings (Interest) (Tax Charge) Net Income Divs Wealth well managed 5

27 Sub-Ordination Spotting The Pitfalls Pricing vs. Institutional Deals Covenant Packages Deal Size Wealth well managed 6

28 Brown Shipley is a trading name of Brown, Shipley & Co Limited, which is authorised and regulated by the Financial Services Authority. Registered in England and Wales No Registered Office: Founders Court, Lothbury, London, EC2R 7HE. Brown Shipley's parent company is KBL European Private Bankers which, from Luxembourg, heads a major European network of private bankers. Brown Shipley February 2013 reproduction strictly prohibited. For security purposes telephone calls may be monitored or recorded. Wealth well managed 7

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