Euroclear Investments SA Debt investor presentation
March 2018
Euroclear Investments SA Debt investor presentation March 2018 - - PowerPoint PPT Presentation
Euroclear Investments SA Debt investor presentation March 2018 Disclaimer NOT FOR DISTRIBUTION TO OR USE BY ANY U.S. PERSON OR ANY PERSON IN THE U.S., ITS TERRITORIES OR POSSESSIONS THIS DISCLAIMER MUST BE READ BEFORE CONTINUING This
March 2018
2
NOT FOR DISTRIBUTION TO OR USE BY ANY U.S. PERSON OR ANY PERSON IN THE U.S., ITS TERRITORIES OR POSSESSIONS THIS DISCLAIMER MUST BE READ BEFORE CONTINUING This presentation is not a prospectus or offering memorandum and investors should not subscribe for or purchase any securities referred to in this presentation except on the basis of information in the prospectus. The information, statements and opinions expressed in this presentation (the “Content”) do not constitute and shall not be deemed to constitute: (i) any offer, invitation or inducement to sell a security or engage in investment, financial or other similar activity; or (ii) a solicitation of an offer to buy any security; or (iii) any recommendation or advice in relation to any investment, financial or other decision. Persons considering making any investment or financial decision should contact their qualified financial adviser. The Content contains financial information regarding the businesses and assets of the Group. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The Content includes certain financial metrics which constitute alternative performance measures (“APMs”), which are non-IFRS financial measures. The APMs, as defined by the Company, may not be comparable to similarly titled financial measures as presented by other companies. Further, these APMs should not be considered as alternatives to profit after tax, operating profit or other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of the Group’s activity. The Content may include forward looking statements, in particular, in relation to future events, growth, future financial performance, plans, strategies, expectations, aims, prospects, competitive environment, regulation and supply and demand. Words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “projects”, “may” and similar expressions are used to identify these forward-looking statements. Such forward looking statements contain inherent risks and uncertainties and actual outcomes may differ materially from those expressed or implied in the forward looking statements. To the maximum extent permitted by law, no warranty or representation (express or implied) including, but not limited to, accuracy or completeness is made in relation to the Content, including, but not limited to, any projections or statements about the prospects of Euroclear. Any forward-looking statement contained in this presentation speaks only as of the date of this
submitted to selected recipients only and may not be reproduced (in whole or in part), distributed or transmitted to any other person without the prior written consent of Euroclear. The Content is not directed at, or intended for distribution to, or use by any person or entity where such distribution or use is restricted by law or regulation. Persons into whose possession the Content comes should inform themselves about and observe any such restrictions. In particular this presentation is not intended for distribution in the United States or to U.S. persons (as defined in Regulation S) under the United States Securities Act of 1933, as amended. In the United Kingdom this presentation is being made only to and is directed only at persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and other persons to whom it may otherwise lawfully be communicated in accordance with the Order. In Belgium, this presentation is being made only to and is directed only at qualified investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering and the admission to trading on a regulated market of investments instruments. Past performance, historic financial information and/or historic distributions should not be taken as an indication of current or future performance, results or distributions.
3
Investments:
senior unsecured debt instrument
corporate hybrid debt instrument with a non-call period of 10 years
depository providing post-trade services
border transactions involving domestic and international bonds, equities, derivatives and investment funds
management services
Bank Recovery and Resolution Directive (BRRD) applicable mainly to Euroclear Investments’s principal subsidiaries, i.e. Euroclear Bank SA/NV and Euroclear SA/NV
Euroclear Bank SA/NV and Euroclear SA/NV in the form of instruments that would include MREL and other loss absorption features
4
5
(*) Central Securities Depository, (**) International Central Securities Depository
serving 7 markets Euroclear Belgium Euroclear Finland Euroclear France Euroclear Nederland Euroclear Sweden Euroclear UK & Ireland
Euroclear Bank Gateway to the world
financial markets
strong regulatory oversight
(S&P/Fitch) for Euroclear Investments SA
More than 1.7 million securities worldwide
6
assets under custody (end 2017)
infrastructure, with high levels of capitalization and strong credit ratings Key figures (end 2017)
Source: Euroclear plc 2017 Annual report, subject to shareholders approval in May 2018
7
8
Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018 * DTTC Euroclear Global Collateral Limited
Euroclear plc Euroclear Investments SA Shareholders
130 shareholders 84% Sicovam Holding 16%
Euroclear SA/NV Euroclear Bank SA/NV CSDs
Directly supervised activity by National Bank of Belgium and other local regulators
100% (- 1 share) - BE 100% - LUX CH 100% (FR, BE, NL, UK, F, S) 100% (- 1 share) (BE)
Consolidated oversight by the National Bank of Belgium Not directly regulated by National Bank of Belgium
Other entities
France SA
DEGCL*
S&P: AA-/A-1+ Fitch: AA/F1+
Operating income by entity
50% UK S&P: AA/A-1+ Fitch: AA+/F1+
Bond investors
Issuing entity
9
10
11
12
Main activities Establishing a gateway to pan-European securities, providing choice between central and commercial bank money
Continued investment in our European presence to maintain safe and efficient capital markets
Euroclear Bank ESES
Issuance & settlement
multiple jurisdictions
settlement which ensures that cash and securities are exchanged simultaneously
Asset servicing
custody-related services
efficiency and reducing risks
13
We support clients in meeting evolving regulatory demands. From East to West, we connect Global Collateral Pools, providing a diversified range of innovative Collateral Management Solutions
Euroclear FundsPlace assets under custody up 13% to €2.1 trillion in 2017
International ETF structure growth benefits from rise of passive management
14
Euroclear connects domestic markets to global investors through ‘Euroclearability’:
investor requirements
Argentina issued further ‘Euroclearable’ sovereign bonds after returning to capital markets in 2016
and increase breadth of domestic securities available through our CSD links Data and insights: new revenue growth opportunities to complement our core value proposition
15
Euroclear continues dialogue with regulators in each jurisdiction to complete authorisation process
activities of commercial bank money settlement
compete on a consistent regulatory playing field
for issuers
for “euro” Central Bank Money DVP settlement
Actions
move ‘up the value chain’
regimes for banks/FMIs
NSFR)
(integration of Europe’s capital markets)
trading venues, CCPs and CSDs
Transaction Regulation (Transparency)
Other regulations EU CSD Regulation Target 2 Securities
Financial stability Safety Cross-border efficiency Harmonisation EU Single Market Competition Consolidation
16
Referenced from Fitch report on Euroclear Bank (September 2017) “Risk controls are very strong and investments in risk management, including cyber resilience, are a management priority. Management teams have a high degree of depth and relevant expertise for the bank specialized business. Euroclear Bank has a strong corporate culture with high risk awareness”
Marc Antoine Autheman
Chairman
Lieve Mostrey
Chief Executive Officer
Bernard Frenay
Chief Administrative Officer
Yves Dupuy
Chief Information Technology Officer
Frederic Hannequart
Chief Business Officer
Peter Sneyers
Chief Risk Officer
17
18
Value and volume of securities transactions settled
Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018 – figures have been rounded
Securities held in custody
€ trillion equivalent, year-end
573 623 670 655 733 170 182 191 196 215
100.0 150.0 200.0 250.0
400.0 600.0 800.0 1,000.0
2013 2014 2015 2016 2017
Value of securities transactions settled (EUR trillion) Number of transactions after netting (million) 787 887 1,068 1,072 1,150
14.0 214.0 414.0 614.0 814.0 1,014.0 1,214.0
2013 2014 2015 2016 2017
Average daily collateral
€ billion
24.2 26.0 27.5 27.7 28.6 14.0 16.0 18.0 20.0 22.0 24.0 26.0 28.0 30.0 2013 2014 2015 2016 2017
+3% +10% +7% +12%
19
1 Business income corresponds to Net fee and commission income excluding liquidity lines costs considered as non business related items 2 EPS adjusted for deferred tax assets impairments in 2017 and IP one-off tax benefit in 2016 3 Administrative expenses as presented in the 2017 Euroclear plc annual report include the « Provisions » line item presented in this table as a a separate line item Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018
€ million 2017 FY 2016 FY Y-o-Y Business income1 1,039 999 4% Interest, banking & other income 184 163 13% Operating Income 1,223 1,162 5% Administrative expenses3
Share of result in joint venture
Operating profit before tax 403 411
Provisions 5
38% Taxation and impairment
38% Profit for the period 236 298
Earnings per share2 (€/share) 84.6 83.7 1% Dividend per share 39.0 37.0 5%
in line with last year when excluding the one-off tax benefit in 2016 related to the IP termination with the Bank (see adjusted EPS figures)
20
* Business income corresponds to Net fee and commission income, excluding liquidity lines costs considered as non business related items Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018
cyber initiatives Operating profit before impairment and taxation
€ million
Business income* and Operating margin
€ million
890 938 997 999 1,039 33.0% 34.6% 35.4% 35.4% 33.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% 2013 2014 2015 2016 2017
Business Income Operating margin 326.1 359.2 400.6 411.0 [VALUE] 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 450.0 2013 2014 2015 2016 2017
21
Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018
Adjusted return on equity
Market Infrastructure supported by strong issuer credit ratings Adjusted net earnings per share
€/share
8.3% 8.7% 8.7% 7.7% 7.5%
0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0%
2013 2014 2015 2016 2017 69.3 78.6 87.0 83.7 84.6
0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 90.0 100.0
2013 2014 2015 2016 2017
22
Income statement
€ million
Balance sheet
€ million
* Source: Euroclear Investments unconsolidated financial statements as of and for the years ended 31 December 2016 and 31 December 2015
2016 2015 2014 Net interest income / expenses 0.2 0.2 0.2 Other income 0.9 1.2 0.9 Dividend income 90.1 212.2 251.1 Operating income 91.2 213.6 252.2 Operating expenses
Operating profit 89.7 212.2 251.0 Tax 0.1 Net profit 89.8 212.2 250.9 2016 2015 2014 Cash & cash equivalent 121 5 10 Loans and advance 505 16 18 Other assets and accrued income 2 1 1 Participations in group company 581 589 581 Total assets 1,209 611 610 Long-term debt 595 – – Other liabilities 2 Shareholders’ equity 613 610 610 Total liabilities 1,209 611 610
23
24
Both rating agencies rated the issuer one notch lower than Euroclear Bank, which is mainly due to Euroclear Investments being:
Rationale for strong issuer credit rating:
1.
Projected cash flow ratios remain consistent with minimal financial risk profile assessment
2.
Euroclear group will maintain its:
3.
Strong capacity to service the debt issue
Rating agency Euroclear Investments (“the Issuer”) ratings Existing senior debt ratings New senior issue ratings (expected) New hybrid issue ratings (expected) Euroclear Bank ratings S&P AA- / A-1+ AA- / A-1+ AA- / A-1+ A / XX AA / A-1+ Fitch AA / F1+ AA / F1+ AA / F1+ A+ / XX AA+ / F1+ Referenced from Fitch report on Euroclear Bank (October 2016)
“The bank franchise is sufficiently strong and diversified to generate sound profitability while maintaining their current low risk profile”
Referenced from Fitch report on Euroclear Bank (October 2016)
“Risk controls are very strong and investments in risk management are a management priority. To date, the track record of avoiding operational losses has been strong”
Referenced from S&P report on Euroclear Bank (November 2015)
“Strong risk-management controls and track record of very low losses arising from operational and credit risks.”
Referenced from S&P report on Euroclear Bank (November 2017)
“Exceptional current liquidity position, aided by good cash flow generation and
25
Operational risk Risk of loss resulting from inadequate or failed internal processes, people and systems, or external events. Includes custody risk, model risk, fraud and cyber, business disruption, system failures and model risk Euroclear operates a robust group-wide operational risk management framework that focuses on the identification, assessment, management, monitoring and reporting of operational risks and issues Banking risks (Euroclear Bank only) Credit risk Risks arising from the default or failure of a participant or counterparty to meet their agreed upon financial obligations to Euroclear Liquidity risk Risks arising from being unable to settle a cash or securities obligation when due resulting from inappropriate and/or insufficient liquidity sources Market risk Risks to Euroclear (on or off balance-sheet) positions arising from movements in market prices. Market risk arises from possible changes in foreign exchange rates, interest rates, equity or commodity prices Credit risk is borne mainly by Euroclear Bank as a single-purpose settlement bank. Credit risks are closely monitored both intra and inter day. Other operating entities have a very low financial risk appetite with settlement services offered in central bank money Liquidity is key to Euroclear Bank’s business model. We operate a robust framework for managing intra and inter day operations with a high level of preparedness for unexpected and/or significant liquidity shocks Euroclear Bank has a low level of market risk derived primarily from interest rate and foreign exchange exposures resulting from investment of its capital and future earnings. No trading activity takes place. A hedging strategy is in place to mitigate this risk Legal and compliance risk Risks arising from applicable or upcoming laws, regulations, market rules and prescribed practices in all relevant jurisdictions, enforceability of contracts, conflicts of laws between jurisdictions A group-wide ethical and compliance framework aims to adequately identify, monitor and manage legal and compliance risks. The risk areas monitored include, inter alia, fraud, market abuse and money laundering, and also consider the risks arising from upcoming regulations
26
Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018
CSDs is demonstrated by its loss history, with very few loss cases observed over the past 10 years
policies to ensure business continuity and operational risk management
high confidence levels, combining internal loss history and external loss data
(together with other measures) reduced operational risks
(2 synchronous data centres in France, 1 asynchronous data centre in Belgium enabling same-day resumption of business critical services)
(2 operational centre in Belgium, 1 in Poland, 1 in Hong-Kong) Risk Weighted Assets – operational risk & loss history
500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 2015 2016 2017 RWA - operational risks (€ million) Operational losses / operating profit before taxation (%)
27
Risk Weighted Assets – credit risk
€ billion
and secured basis
clients and is backed by investment grade collateral
with regulation
account by Euroclear Bank’s clients (c. €17 billion end 2017)
grade and predominantly A- rated or better
Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018
10 15 20 25 2015 2016 2017 Total assets RWA credit risk
28
According to investment policies, group own cash is invested:
for Euroclear Bank
(duration of portfolio below 2 years)
repayment at maturity
29
Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018 * Combined Capital conservation buffer (1.9%) and O-SII buffer (0.7%) reach about 2.6% on top of the SREP requirement (buffers applicable in 2017)
requirements (under CRD IV)
the O-SII buffer and the capital conservation buffer)
satisfy a Supervisory Review and Evaluation Process (SREP) capital requirement mostly linked to operational and credit risks. This requirement is larger than average bank requirements (given the very low RWA density). As at December 2017, the group CET1 ratio was close to double the overall requirement
Capital ratio and regulatory own funds (€ billion)
30
39.0 37.0 36.3 31.5 29.6 2017 2016 2015 2014 2013
Source: Euroclear plc Annual reports – 2017 report subject to shareholders approval in May 2018
shareholder’s equity Dividend per share
€ +5%
3,212 3,244 3,476 3,560 3,671
500 1,000 1,500 2,000 2,500 3,000 3,500 4,000
2013 2014 2015 2016 2017
Total group shareholder’s equity at year end
€ million +3%
31
32
final Minimum Requirement for own funds and Eligible Liabilities (MREL) being communicated
context of the Bank Recovery and Resolution Directive (BRRD) applicable mainly to Euroclear Investments’s principal subsidiaries, i.e. Euroclear Bank SA/NV and Euroclear SA/NV
Euroclear Bank SA/NV and Euroclear SA/NV in the form of instruments that would include MREL and other loss absorption features Euroclear Investments SA Euroclear SA/NV Euroclear Bank SA/NV
Senior unsecured bond EUR 300-400mm – 12 yrs Corporate hybrid bond EUR 300-400mm – 30NC10 yrs
Proceeds downstreamed Proceeds downstreamed
33
Senior Notes 30 NC 10 Hybrid Notes
Issuer
Issue Date
Currency
Proposed Offering
Issuer Rating
Expected Rating*
Ranking
among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application
Parity Securities, without preference or priority among themselves Maturity Date
Issuer Call Option
Interest Rate
time on [•] 2019
annum, payable annually in arrears (ACT/ACT)
Euro Mid-Swap plus the initial credit spread of []% payable annually in arrears (ACT/ACT) Interest Deferral
settled)
Enforcement Event (including winding-up, etc.) (all subject to customary carve-outs) Early Redemption Events
at Par thereafter Event of Default
etc., Analogous event, Change of ownership or Unlawfulness
Exchange/ Variation
subject to certain conditions including not materially prejudicial to the hybrid Noteholders Issuer Substitution
Noteholders
Replacement Language • None
Equity Credit
25)] Listing / Docs
Denominations
Governing Law
IFRS Treatment
This information has been prepared solely for information purposes – the summary of any proposed transaction described herein is incomplete and subject to change without notice. It is neither meant to be, nor should it be construed as, an attempt to define all the terms and conditions regarding a proposed issuance of securities. Summary terms should be read in conjunction with full Terms and Conditions and Prospectus *A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organisation.
34
Issuer
Euroclear Investments Deutsche Börse Alliander Total Allianz
Issue Date [Mar-2018] Jul-2015 Jan-2018 Oct-2016 Jan-2017 Size / Coupon [€300-400mn / ] €600mn / 2.748% €500mn / 1.625% €1,500mm / 3.369% €1,000mm / 3.099% Re-offer Spread [] ms + 226.3bps ms + 95.2bps ms + 310bps ms + 235bps Equity Credit (M/S/F)
50% / 50% / - 50% / 50% / - 25% / 100%(2) / 100%(3) S&P Equity Cliff [Mar-2028] Feb-2021 Jun-2025 Oct-2026 Jul-2027 Tenor [30NC10] 25.5NC5.5 PerpNC7.4 PerpNC10 30.5NC10.5 Senior Debt Rating (M / S / F)
Aa2 / AA- / - Aa3 / A+ / - Aa3 / AA / - Instrument Rating (M / S / F)
A2 / A / - A2 / A- / - A2 / A+ / - Notching
3 / 2 / - 2 / 2 / - 2 / 2 / - Issuer Call Option [2028], and on every IPD thereafter 2021, and on every IPD thereafter 2025, and on every IPD thereafter 2026, and on every IPD thereafter 2027, and on every IPD thereafter Interest Rate (Initial interest rate, reset, and step-ups) Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS + relevant step-up Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS + relevant step-up Fixed until first call date, then reset every 5yrs to € 5 yr ms + ICS + relevant step-up Fixed until first call date, then floating 3m EURIBOR + ICS + relevant step-up Step-ups None 25bps in yr 5.5 500bps if a CoC Call Event occurs and the Notes are not called 25bps in yr 12.4 75bps in yr 27.4 25bps in yr 10 100bps in yr 30 100bps in yr 10.5 Optional Interest Deferral Cumulative Cumulative Cumulative Cumulative Cumulative Mandatory Interest Deferral None None None None Insolvency Event, Regulatory Prohibition, Solvency Capital Event Pusher / Stopper Pusher Pusher Pusher Pusher Pusher Special Redemption Event WHT (100), T(101*), R(101*), SR [>80%] (100) WHT (100), CoC (100), T(101*), R(101*), SR [>75%] (101*) WHT (100), T(101*), R(101*), A (101*), SR [>80%] (101*) WHT (100), T(101*), R(101*), A (101*), SR(1) WHT (100**), R(100**), A(100**), T (100**), Reg (100**) Replacement Language Intention based Intention based Intention based Intention based n/a Ranking Subordinated Subordinated Subordinated Subordinated Subordinated Listing Ireland Luxembourg and Frankfurt Amsterdam Paris Luxembourg IFRS Treatment Liability Liability Equity Equity Liability Denominations €100,000 €1,000 / €1,000 €100,000 / €1,000 €100,000 / €1,000 €100,000
IPD = Interest Payment Date; ICS = Initial Credit Spread; WHT = Withholding Tax / Gross-Up Event; T = Tax Event; A = Accounting Event; R = Rating Agency Event; SR = Substantial Repurchase Event; CoC = Change of Control; Reg = Regulatory Event; *Redemption price changes to 100 after first call date; ** Subject to replacement with other own funds regulatory capital of at least the same quality if redemption occurs prior to Jul-2022; (1) 101* for Premium Substantial Repurchase Event (≥90%), 100 for Par Substantial Repurchase Event (<90%, ≥75%); (2) Provided within headroom limits; (3) 100% credit for Capital Adequacy Ratio; included in Fixed Charge Coverage and Financial Leverage Ratio; Source: Companies’ offering circulars, Bloomberg This information has been prepared solely for information purposes. Summary terms should be read in conjunction with full Terms and Conditions and Prospectuses
35
Bernard Frenay
Group Chief Financial Officer T + 32 2 326 23 06 F + 32 2 326 14 49 bernard.frenay@euroclear.com
Baudhuin Douxchamps
Head of Corporate Finance T + 32 2 326 94 70 F + 32 2 326 14 49 baudhuin.douxchamps@euroclear.com
Martine Deroanne
Head of Corporate Financial Advisory T + 32 2 326 12 08 F + 32 2 326 14 49 martine.deroanne@euroclear.com euroclear.com
Charles Meeus
General Manager Euroclear Investments SA T + 352 27 48 50 84 F + 352 27.48.50.60 charles.meeus@euroclear.com