Share Issue/Capital Change • Jan 12, 2017
Share Issue/Capital Change
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The information contained in this presentation has not been independently verified. Neither the Company nor any of its affiliates, subsidiaries or subsidiary undertakings, the Banks nor any of their respective advisors or representatives makes any representation or warranty, express or implied, and no reliance should be placed, on the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation. Percentages and certain amounts included in this presentation have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them. No person is authorised to make any representation not contained in or inconsistent with the offering documents for any offering of securities of the Company and, if made, such representation must not be relied upon as having been authorised by the Company, or any of its respective affiliates, advisors or representatives. Neither the Company nor any of its respective affiliates, advisors or representatives accepts any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any information contained in this presentation.
The Banks are acting as the advisers to the Company and are acting solely for the Company and no one else in connection with the proposed transaction and will not be responsible to anyone other than the Company for providing the protection afforded to their respective clients nor for providing advice in relation to the content of these materials or any transaction or arrangement referred to in these materials.
The financial information in this presentation has been prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union, in compliance with Regulation (EC) 1606/2002 of the European Parliament and of the Council of 19 July 2002, as amended.
The figures presented do not constitute any form of commitment by the Company in regard to future earnings.
The matters discussed in this document may include forward-looking statements, including statements with respect to the investment by a member of Fosun Industrial Holdings Limited, the timing of the offering and the allocation of its proceeds, the benefits of the offering including the return to normalization of the Company's activity, the removal of state-aid restrictions, the positive impact on earnings, the strengthening of the balance sheet and the funding, liquidity, quality and capital position, the increase in book value, the impact on the CET1, leverage and Texas ratios, the impact on stress test results and the increase in profitability and shareholder value, statements with respect to the Company's recapitalisation, restructuring and strategic plans, net interest margin, the implementation of a transformational project and its effect on cost savings, cost-to-income and cost-to-core income, the NPE reduction plan by year-end 2017, including measures to achieve this plan and the effects on asset quality metrics, statements with respect to expected real GDP growth in Poland, Mozambique, Angola and Portugal, statements with respect to future debt repayments, including the Company's repayment of the hybrid instruments held by the Portuguese Republic, and 2018 financial targets, including CET1, loans to deposits, cost-to-income, cost-to-core income, cost of risk, return on equity and dividend pay-out ratio, statements with respect to the Portuguese budget deficit, expenditures, debt level, current account balance and unemployment rate, statements with respect to the Company's borrowings from the European Central Bank, the Company's growth internationally and the future performance of the Company. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. The risks and uncertainties include, but are not limited to, the Company's ability to successfully implement its strategic plan, the Company's ability to successfully implement its recapitalisation plan, the Company's ability to successfully implement its restructuring plan, the Company's ability to successfully implement its funding and capital plan, the successful implementation of economic reforms in Portugal, the Company's ability to access financing on the capital markets, the adequacy of the Company's current provisions against non-performing loans, the quality of the Company's assets, the Company's ability to reduce costs, the Company's ability to deleverage, assumptions included in the Company's financial models, the financial condition of the Company's customers, reductions in the Company's credit rating, growth of the financial markets in the countries in which the Company operates, the Company's ability to grow internationally, future market conditions, currency fluctuations, the actions of regulators, changes in the political, social and regulatory framework in which the Company operates, macroeconomic or technological trends or conditions, including inflation and consumer confidence, and other risk factors identified in the Portuguese prospectus and offering circular (together with any amendments or supplements thereto) prepared in connection with the proposed offering. There is no assurance that such targets may or will be achieved, and they may not be interpreted as profit forecasts or estimates. Additional risks which are not presently known to the Company or which the Company currently believes are not material could result in a material adverse effect on the Bank's cash flows, results of operations, financial conditions and growth prospects or trading price of ordinary shares.
All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.
Attendees at this presentation are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Even if the Company's financial condition, business strategy, plans and objectives of management for future operations are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in future periods. The Company and each of the Banks expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Strategic plan
Investment case
6
| Amount and structure |
• Total of 944,624,372 shares presently outstanding, following 75:1 reverse stock split (effective date: October 24) and private placement of €175mn* subscribed by Fosun (completed on November 18) • €1.3bn rights issue with transferable pre-emptive subscription rights Tangible book value to increase to approximately €5,364mn (net of fees) after rights issue, • from €3,888mn as of September 30, 2016 (€4,063mn adjusted for private placement subscribed by Fosun) Approx. 14,169 million new shares to be issued • |
|---|---|
| Terms and conditions |
• Subscription ratio: 15 new shares per existing share • Subscription price: €0.0940 per new share • 38.6% discount to TERP based on closing price of January 9 Listing: Euronext Lisbon • • Voting right limit has been increased to 30% as per December's EGM resolution Fosun presented an anticipated subscription order of an amount of shares that might increase • its holding in the Bank's share capital up to a maximum of 30% • Sonangol was authorised by ECB to increase its holding in the Bank's share capital up to approximately 30% (the Bank has no information regarding Sonangol's decision as to the exercise, sale and/or purchase of subscription rights) • Syndicate of banks underwriting the rights issue: Goldman Sachs International and J.P. Morgan Securities plc as Joint Global Coordinators and Joint Bookrunners, Credit Suisse Securities (Europe) Limited, Mediobanca-Banca di Credito Finanziario S.p.A. and Merrill Lynch International as Joint Bookrunners |
| Reimbursement of State-held CoCos* |
Bring forward full repayment of remaining CoCos (€700mn, following repayment of €50mn • in December), the cost of which currently exceeds €65mn per annum, pre-tax • Removal of key State-aid related restrictions, including dividend ban, risk of potential sale of core businesses and tail risk of conversion |
|---|---|
| Strengthening the balance sheet |
• Improvement of fully implemented CET1 ratio and Texas ratio, bringing them in line with new industry benchmarks and above current regulatory requirements • Figures as of September 30, 2016, assuming successful completion of the rights issue, post CoCo repayment: – Fully implemented CET1 ratio >11%, fulfilling 2018 target in advance; minimum required phased-in CET1 (SREP): 8.15% in 2017 – Texas ratio of 109%, to be favourably impacted by the on-going NPE reduction plan – Phased-in CET1 ratio in the adverse scenario of the stress test of 8.8%, compared to the 5.5% threshold |
| Focus on profitability and shareholder value |
• Target ROE ≈10% in 2018 on a stronger equity base (with a 11% fully implemented CET1) Potential return to dividend payment, with an intended pay-out ratio of ≥40% by 2018, • subject to regulatory requirements |
as profit forecasts or estimates.
impacts resulting from lower deductions associated to DTAs and investments in financial institutions above the Basel III thresholds. | ***Capital buffer vs 11% target CET1 ratio to address possible future regulatory impacts and/or to increase NPE coverage. In particular, adjustments to credit risks models, with a view to their better calibration in light of possible context changes, requested by the Supervisory Authorities or as a result of a Bank's initiative, may imply an upward revision of the amount of Risk Weighted Assets and, consequently, will have a negative impact on the capitalization level of the Bank. | ****Texas ratio = NPE / (Tangible equity + LLRs). | *****Coverage by LLRs, collateral and expected loss gap. | ******As of EBA analysis based on figures as of December 31, 2015.
| January 9 | Announcement of rights issue terms |
|---|---|
| January 12 | Approval of prospectus by CMVM |
| January 17 | Ex-rights date |
| January 19 – January 30 |
Rights trading period |
| January 19 – February 2 |
Rights subscription period |
| February 3 | Rights issue take-up announcement |
| February 3 | Settlement of exercised rights |
| February 9 | New shares start trading |
Strategic plan
Investment case
11
• Resilient pre-provision income generation (€1,041 million in the last 12 months, out of which €649 million in Portugal):
Net interest income to benefit from continuing reduction in cost of deposits and repayment of CoCos: NIM of 1.9% in the first 9 months of 2016 (Portugal :1.6%, up from 0.6% in 2013)
Consistent track record of delivering reduction in operating costs: cost to core-income of 52% vs Eurozone's 77%. Largest operating restructuring in Portugal, with operating costs down ≈40% from 2011 (pre-programme)
1
Stronger profitability prospects driven by improved NII, efficiency gains, cost of risk normalisation in Portugal* and contribution of international operations
The targets presented are not forecasts. There can be no assurance that these targets can or might be met and these may not be interpreted as profit forecasts or estimates. * Core Income = net interest income + net fees and commissions
The targets presented are not forecasts. There can be no assurance that these targets can or might be met and these may not be interpreted as profit forecasts or estimates. * BCP Group.
** Core Income = net interest income + net fees and commissions.
Continued decrease of NPEs over the last 3 years at a pace of €1.3bn per year as a result of a stabilisation of the macro environment and the measures implemented, including (i) strengthening of the monitoring of credit quality, (ii) new assessment models, (iii) new internal regulations and recovery model, and (iv) improvement to risk governance
The targets presented are not forecasts. There can be no assurance that these targets can or might be met and these may not be interpreted as profit forecasts or estimates. | * NPEs include NPL>90d, cross-default and restructured loans (78% of all restructured loans are included under NPEs; the remaining 22% are related to restructuring for commercial purposes). | ** Coverage by LLRs, collateral and expected loss gap.
*Does not include positive indirect impacts resulting from lower deductions associated to DTAs and investments in financial institutions above the Basel III thresholds. | **Capital buffer vs 11% target CET1 ratio to address possible future regulatory impacts and/or to increase NPE coverage. In particular, adjustments to credit risks models, with a view to their better calibration in light of possible context changes, requested by the Supervisory Authorities or as a result of a Bank's initiative, may imply an upward revision of the amount of Risk Weighted Assets and, consequently, will have a negative impact on the capitalization level of the Bank.
Overview and rationale
Strategic plan
Investment case
The rights issue is expected to accelerate the return to normalization and to allow Millennium bcp to focus on its core strengths
Reference private sector bank in Portugal, and wellpositioned in a rapidly changing landscape
2
1
Profitable commercial banking business model with highly recurrent operating results, supported by a continued track record of improvement in operating performance
Distinct position
5
3
| Consolidated | ||
|---|---|---|
| Past Worst result since end-2008 |
9M16 | 2018 |
| 4.2% Core Tier 1 Bank of Portugal, Mar 08 |
12.2% 9.5% fully imp. phased-in, Adjusted to private placement, rights issue and CoCo repayment: 14.1% 11.4% fully imp. phased-in, |
≈ 11% |
| 175% Mar 09 |
100% | < 100% |
| 76.5% 6M13 |
46.0% | < 43% |
| 85.7% 2013 |
52.0% | < 50% |
| 194 bp Dec 14 |
221 bp | < 75 bp |
| -35.4% 2012 |
-7.7% | ≈ 10%** With a 11% fully implemented CET1 |
The targets presented are not forecasts. There can be no assurance that these targets can or might be met and these may not be interpreted as profit forecasts or estimates.
*As per the earnings presentation. | **Revised from a target of greater than 11%, which did not take into account adjustments based on the capital increase completed on 18 November 2016 and this rights offering.
X.Xx Other Portuguese banks vs. Millennium bcp
| Adverse scenario | Euro Area | Portugal | ||||
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2016 | 2017 | 2018 | |
| GDP growth | -1.0% | -1.3% | 0.6% | -2.1% | -2.6% | -0.6% |
| HIPC inflation | -0.9% | -0.1% | 0.1% | -1.3% | -1.9% | -1.0% |
| Unemployment rates | 11.0% | 11.7% | 12.4% | 12.4% | 13.3% | 15.2% |
| Residential property prices | -7.3% | -2.3% | 0.1% | -7.3% | -3.4% | -1.2% |
| Prime commercial property prices | -4.5% | -5.7% | -1.5% | -4.9% | -5.9% | -2.0% |
| Public debt long term yields | 2.1% | 2.4% | 2.3% | 3.8% | 3.9% | 3.8% |
Capitalisation products – includes unit linked saving products and retirement saving plans ("PPR", "PPE" and "PPR/E").
Commercial gap – total loans to customers net of BS impairments accumulated minus on-balance sheet customer funds.
Cost of risk, gross (expressed in bp)- ratio of impairment charges accounted in the period to customer loans (gross).
Cost of risk, net (expressed in bp)- ratio of impairment charges (net of recoveries) accounted to customer loans (gross).
Cost to income – operating costs divided by net operating revenues.
Cost to core income - operating costs divided by the net interest income and net fees and commission income.
Core income - net interest income plus net fees and commission income.
Core net income - corresponding to net interest income plus net commissions deducted from operating costs.
Coverage of credit at risk by balance sheet impairments – total BS impairments accumulated for risks of credit divided by credit at risk (gross)
Coverage of credit at risk by balance sheet impairments and real/financial guarantees –total BS impairments accumulated for risks of credit plus real and financial guarantees divided by credit at risk (gross).
Coverage of non-performing loans by balance sheet impairments – total BS impairments accumulated for risks of credit divided by NPL
Credit at risk – definition broader than the non performing loans which includes also restructured loans whose changes from initial terms have resulted in the bank being in a higher risk position than previously; restructured loans which have resulted in the bank becoming in a lower risk position (e.g. reinforced collateral) are not included in credit at risk.
Credit at risk (net) – credit at risk deducted from BS impairments accumulated for risks of credit.
Customer spread – Difference between the spread on the loans to customers book over 3 months Euribor and the spread on the customers' deposits portfolio over 3 months Euribor.
Debt securities - debt securities issued by the Bank and placed with customers.
Dividends from equity instruments - dividends received from investments in financial assets held for trading and available for sale.
Equity accounted earnings - results appropriated by the Group related to the consolidation of entities where, despite having a significant influence, the Group does not control the financial and operational policies.
Loan book spread - average spread on the loan portfolio over 3 months Euribor.
Loan to value ratio (LTV) – Mortgage amount divided by the appraised value of property.
Loan to Deposits ratio (LTD) – Total loans to customers net of accumulated BS impairments for risks of credit to total customer deposits.
Net interest margin - net interest income for the period as a percentage of average interest earning assets.
Net operating revenues - net interest income, dividends from equity instruments, net commissions, net trading income, equity accounted earnings and other net operating income.
Net trading income - net gains/losses arising from trading and hedging activities, net gains/losses arising from available for sale financial assets, net gains/losses arising from financial assets held to maturity.
Non-performing exposures (according to EBA definition) – Non-performing loans and advances to customers more than 90 days past-due or unlikely to be paid without collateral realisation, even if they recognised as defaulted or impaired. Considers also all the exposures if the on-BS 90 days past due reaches 20% of the outstanding amount of total on-BS exposure of the debtor, even if no pull effect is used for default or impairment classification. Includes also the loans in quarantine period over which the debtor has to prove its ability to meet the restructured conditions, even if forbearance has led to the exit form default or impairments classes.
Non-performing exposures coverage ratio – Total BS impairments plus collaterals and expected loss gap divided by non-performing exposures.
Non-performing loans – Overdue loans more than 90 days including the non-overdue remaining principal of loans, i.e. portion in arrears, plus non-overdue remaining principal.
Non-performing loans ratio (net) – Loans more than 90 days overdue and doubtful loans reclassified as overdue for provisioning purposes less BS impairments accumulated for credit risk divided by total loans (gross).
Non-performing loans coverage ratio – Total BS impairments accumulated for credit risk divided by overdue and doubtful loans divided.
Loans losses reserves - Total BS impairments.
Loans more than 90 days overdue coverage - total BS impairments accumulated for risk of credit divided by total amount of loans overdue with instalments of capital and interest overdue more than 90 days.
Operating costs - staff costs, other administrative costs and depreciation.
Other impairment and provisions - other financial assets impairment, other assets impairment, in particular provision charges related to assets received as payment in kind not fully covered by collateral, goodwill impairment and other provisions.
Other net income – net commissions, net trading income, other net operating income, dividends from equity instruments and equity accounted earnings.
Other net operating income - other operating income, other net income from non-banking activities and gains from the sale of subsidiaries and other assets.
Overdue loans - loans in arrears, not including the non-overdue remaining principal.
Overdue loans coverage ratio – total BS impairments accumulated for risks of credit divided by total amount of loans overdue with instalments of capital and interest overdue.
Overdue and doubtful loans - loans overdue by more than 90 days and the doubtful loans reclassified as overdue loans for provisioning purposes.
Return on equity (ROE) – Net income (including the minority interests) divided by the average attributable equity, deducted from preference shares and other capital instruments.
Return on average assets (ROA) – Net income (including minority interests) divided by the average total assets.
Securities portfolio - financial assets held for trading, financial assets available for sale, assets with repurchase agreement, financial assets held to maturity and other financial assets held for trading at fair value through net income.
Spread on term deposits portfolio – average spread on terms deposits portfolio over 3 months Euribor.
Tangible Equity – Shareholders equity minus goodwill and intangible assets.
Texas ratio – Non performing exposures divided by the sum of Tangible equity and Loan Losses Reserves i.e. NPE / (Tangible equity + LLRs).
Total customer funds - amounts due to customers (including debt securities), assets under management and capitalisation products.
Total operating income – net interest income, dividends from equity instruments, net fees and commissions income, trading income, equity accounted earnings and other operating income.
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