Yorkshire Building Society RMBS Brass No. 6 plc
Investor Presentation October 2017
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Yorkshire Building Society RMBS Brass No. 6 plc Investor - - PowerPoint PPT Presentation
Yorkshire Building Society RMBS Brass No. 6 plc Investor Presentation October 2017 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Contents 1. Executive Summary and
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
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Yorkshire Building Society (“YBS”) is pleased to present its sixth public UK prime Residential Mortgage Backed Securities (“RMBS”) transaction – Brass No.6 plc (“Brass No.6”) Brass No.6 is a standalone RMBS transaction backed by a pool of first lien, prime, UK owner-occupied mortgage loans. Brass No.6 will feature a 5-year revolving pool period with a scheduled amortisation Class A Note Up to £[300]m of publically placed triple-A rated (Moody’s and Fitch) Class A Notes will be offered As per the previous Brass transactions, the mortgage loans in the Brass No.6 pool were originated by Accord Mortgages, a wholly owned, mortgage lending subsidiary within the YBS Group, through its longstanding relationships in the intermediary mortgage market YBS operates nationally and is currently the UK’s third largest building society(1)with total assets of £39.8bn as at 30th June 2017(2) The Group is currently consolidating all its direct business into the Yorkshire Building Society brand but will continue to operate under the Accord name in the intermediary market. YBS is currently rated A-/F1 by Fitch and A3/P-2 by Moody’s
(1) Building Societies Association (2) YBS Interim Results June 2017 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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2006
£150m PIBS Tier 1 €1.5b 5yr CB
2007
€1.5b 3yr CB
2008
Retained CB’s
2009
€750m Govt Gteed £750m Govt Gteed
2010
$350m Govt Gteed £600m Govt Gteed €600m 5yr CB 100m CoCo Exchange
2011
£750m 7yr CB £750 Brass 1
2012
£500m 4yr CB £600m Brass 2 PIBS/LT2 LME
2013
CoCo LME £500m Brass 3
2014
€600m 5yr Senior £300m Brass 4 €500m 7yr CB £250m Tier 2
2015
€750m 7yr Senior €500m 5yr CB €500m 7yr CB
2016
£400m 10yr Senior £300m Brass 5
Yorkshire Building Society has been a consistent issuer of debt in recent times 2017
€500m 6yr CB £300m Tier 2
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Brass No.6 will feature a 5-year revolving pool (“The Further Sale Period”) during which excess principal over the Class A Target Schedule Amount can be used to purchase Additional Loans subject to certain criteria The Class A notes will amortise in line with a target schedule of amortisation and have a WAL of [3.17](1) years Up to £[300]m of publically placed Class A Notes offered – YBS will retain a portion of the Notes First Interest Payment Date [March 2018], quarterly thereafter in June, September, December Optional redemption: Step-up and call on or after [September 2022]. After the Step-Up date, the Class A margin increases by 2x 10% clean-up call Amortising reserve fund: [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN. Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of Class A’s outstanding balance subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close As at the closing date, YBS will retain a material net economic interest of at least 5%(2) in the securitisation via retention of the Class Z VFN. This will be disclosed in the ongoing investor reporting
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES (1) Based on assumed principal payment rate (“PPR”) of [20]% and call option by the issuer being exercised on the step-up and call date (see Brass No.6 plc Preliminary Prospectus dated 16th October 2017 for more information) (2) As required by in accordance with each of Article 405 of Regulation (EU) No. 575/2013, referred to as the Capital Requirements Regulation (the CRR) and Article 51
Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures).
Class Principal Amount (£m) TT % Expected Ratings (F/M) WAL(1) (years) CE (%) Index Initial Margin (%) Step-Up Margin Step-Up Date Legal Maturity Status A [●] [88.5]% [AAAsf / Aaa(sf)] [3.17] [13.0] 3M LIBOR [●] 2x [Sep-22] [Dec-60] Offered Z VFN [●] [11.5]% Not Rated
N/A [Dec-60] Retained
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Initial Provisional Pool (as of 31st July 2017)
Pool Size £2,829,997,799 Number of Accounts 14,377 Average Current Balance £196,842 WA Current LTV (un-indexed) 73.43% WA Current LTV (indexed) 72.08% WA Original LTV 75.70% WA Interest Rate 2.15% WA Seasoning (months) 11.7 WA Remaining Term (years) 25.8 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Employed / Self Employed Split 94.3% / 5.7% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 Brass No.6 No BTL No Self Certified Income No CCJ or Bankruptcy History No Retention accounts No Credit Repair Accounts No Future Reserve or Offset A/Cs No New Build Loans No Northern Irish Loans No Scottish Loans X X X No Guarantor Loans Maximum LTV at Origination 90% 90% 90% 90% 90% 90% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 200 4.3% 5.3% 14.2% 29.0% 35.0% 12.2% 0% 5% 10% 15% 20% 25% 30% 35% 40% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Current LTV (Indexed)
2.9% 3.0% 9.0% 23.2% 37.1% 24.8% 0% 5% 10% 15% 20% 25% 30% 35% 40% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Original LTV
65.5% 27.8% 4.8% 1.3% 0.6% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60
Seasoning (months) Geographical Distribution
5.5% 7.9% 3.4% 9.5% 22.2% 24.9% 6.6% 3.4% 9.0% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017 WA: 75.7% Max: 90.0% Min: 5.4% WA: 72.1% Max: 89.9% Min: 1.7% WA: 11.7 Max: 126.7 Min: 3.1
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017 and other Prospectuses, final terms and credit rating agency reports Brass No. 6 (Provisional Initial Pool) Holmes 2017-1 Gosforth Funding 2017-1 Lanark 2017-1 Friary
Permanent 2016-1 Brass
Duncan 2016-1 Issue Date [Oct-17] Sep-17 Sep-17 June-17 May-17 Nov-16 Nov-16 May-16 Structure Standalone Master Trust Standalone Trust Master Trust Standalone Master Trust Standalone Standalone Sponsor Yorkshire BS Santander UK Virgin Money Clydesdale Bank Principality BS Lloyds Yorkshire BS TSB Total CE to Class A % [13.0] 27.9 12.5 12.0 10.0 22.1 10.0 10.5
Asset Parameters
Aggregate Loan Balance (£ m) [2,830.0] 4,894.7 1,983.6 5,633.2 574.9 13,853.8 2,947.2 3,754.1 Average Loan Balance (£) [203,144] 89,198 178,412 110,126 101,289 70,015 204,776 123,881 WA Interest Rate (%) [2.2] 2.7 2.2 2.9 2.4 3.4 2.3 2.7 WA Seasoning (years) [1.0] 10.6 1.9 3.8 2.0 10.5 1.0 3.1 WA Remaining Term (years) [25.8] 11.2 22.1 18.9 19.1 12.5 25.1 20.0 Maximum Indexed LTV (%) [89.9] ND 90.0 ND 90.0 116.1 90.0 95.0 WA Indexed CLTV (%) [72.1] 48.1 59.8 58.3 55.9 44.7 66.4 60.4 Self Employed (%) [5.7] 27.2 22.8 6.5 15.0 ND 0.0 12.0 Interest Only (%) [0.0] 54.0 4.5 18.7 11.3 48.0 0.0 11.8 Fixed Rate Loans (%) [100.0] 3.6 91.0 71.3 89.1 28.1 100.0 57.7 Regional Concentration (%) [London & SE (47.1)] London & SE (51.0) London & SE (51.4) Scotland (25.8) Wales (23.4) London & SE (32.5) London & SE (51.1) London & SE (37.28)
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Appendix – UK Mortgage Market
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3rd largest UK building society(1) with total assets of £39.8bn(3) Traditional Building Society balance sheet Residential mortgage lending in UK (£34bn(2)) Large deposit base (£28.4bn(2)) Strong capital base (CET 1 of 15.7%(2)) with healthy funding ratio of 22.9%(2) and liquidity ratio of 13.5%(2) Operating under a multi-brand strategy Direct lending via branches & internet Intermediary lending via Accord mortgages (web based) Mutual organisation owned by circa 3 million members
(Fitch Stable , Moody’s Stable)
Source: Fitch Ratings, Moody’s Investors Service
Merged 2010 Merged 2011
Brand Timeline
Established 2003 Established 1864
Source: (1) Building Societies Association (2) YBS Interim Results June 2017
Agency Short Term Long Term Last change Fitch F1 A- Upgrade Sep 2014 Moody’s P-2 A3 Upgrade Jun 2017
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Robust Performance
Asset Growth & Market Share
measured approach to lending in a competitive market
Consistent Performance
Improved Liquidity Position
end 2016
Capital Position & Leverage Ratio
Putting The Customer First
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1) UK Depositor Protection Scheme 2) Structured Credit (in run off - £4m) 3) Accounting volatility on hedging 4) Release of merger Fair Value 5) Proceeds from Visa share sale
Statutory Profit Before Tax £m
2014 2015 2016 H1 2017 Net Interest Income 549 535 476 238 Fair Value Movements (11) (7) 1 14 Profit/ (loss) from sale of assets (debt securities) 1 2 2 10 Profit/ (loss) on capital repurchase
26 18 36 11 565 548 515 273 Management Expenses (331) (346) (346) (159) 234 202 169 114 Provisions (46) (29) (17) (22) Statutory Profit before tax 188 173 152 92 Statutory Profit before Tax 188 173 152 92 Add back: FSCS levy 1 12 11 5 3 Provision for restructuring costs
Non-core investments 2 (11) 1 (1) (5) Timing differences - fair value volatility 3 22 6 (1) (8) Mergers - adjustments to balances acquired 4 (33) (4) (3)
(24) (6) Core Operating Profit 179 185 128 84 12
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(1) Source YBS ARA 2016 – Page 33
0.92% 0.91% 0.89% 0.80% 58.6% 63.1% 67.0% 58.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 0.90% 1.00% 2014 2015 2016 H1 2017 Management expenses/mean assets (left hand) Cost:Income ratio (right hand) 13
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Group Balance Sheet £bn 2014 2015 2016 H1 2017 Liquid Assets 4.8 4.4 4.7 5.0 Mortgage and other loans 32.2 33.3 34.1 34.0 Other assets 0.6 0.5 0.8 0.8 Total Assets 37.6 38.2 39.6 39.8 Retail Savings 27.2 27.4 28.7 28.4 Wholesale funding 7.5 7.9 7.9 8.4 Other liabilities 0.6 0.5 0.5 0.4 35.3 35.8 37.1 37.2 Remunerated capital 0.3 0.3 0.3 0.3 Reserves 2.0 2.1 2.2 2.3 Total Liabilities 37.6 38.2 39.6 39.8
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£28,979, 85% £750, 2% £3,403, 10% £23, 0% £426, 1% £697, 2% Residential Prime Residential Sub-Prime
Residential BTL Closed Book Commercial Social Housing N&P Commercial 86% 85% 3% 2% 9% 10% 2% 2% 1% 1% 75% 80% 85% 90% 95% 100% Dec-15 Dec-16
Residential Prime & Full Status Residential Sub Prime or Self Certification BTL Commercial Other
YBS Group Total Book Stock as at December 2016 by Lending Type (% by £m) Group Exposure (by £)
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Dec-15 Dec-16 <=60% >60-<=75% >75-<=85% >85-<=90% >90-<=95% >95-<=100% >100%
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
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Brass No.6 will feature a 5-year revolving pool (“The Further Sale Period”) during which excess principal over the Class A Target Schedule Amount can be used to purchase Additional Loans subject to certain criteria The Class A notes will amortise in line with a target schedule of amortisation and have a WAL of [3.17](1) years Up to £[300]m of publically placed Class A Notes offered – YBS will retain a portion of the Notes First Interest Payment Date [March 2018], quarterly thereafter in June, September, December Optional redemption: Step-up and call on or after [September 2022]. After the Step-Up date, the Class A margin increases by 2x 10% clean-up call Amortising reserve fund: [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN. Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of Class A’s outstanding balance subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close As at the closing date, YBS will retain a material net economic interest of at least 5%(2) in the securitisation via retention of the Class Z VFN. This will be disclosed in the ongoing investor reporting
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES (1) Based on assumed principal payment rate (“PPR”) of [20]% and call option by the issuer being exercised on the step-up and call date (see Brass No.6 plc Preliminary Prospectus dated 16th October 2017 for more information) (2) As required by in accordance with each of Article 405 of Regulation (EU) No. 575/2013, referred to as the Capital Requirements Regulation (the CRR) and Article 51
Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures).
Class Principal Amount (£m) TT % Expected Ratings (F/M) WAL(1) (years) CE (%) Index Initial Margin (%) Step-Up Margin Step-Up Date Legal Maturity Status A [●] [88.5]% [AAAsf / Aaa(sf)] [3.17] [13.0] 3M LIBOR [●] 2x [Sep-22] [Dec-60] Offered Z VFN [●] [11.5]% Not Rated
N/A [Dec-60] Retained
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Credit and liquidity support to the Class A Notes
In respect of the Class A notes, credit support is provided by: Subordination by way of the Class Z VFN The General Reserve Fund (details below) Excess Available Revenue Receipts During the Further Sale Period, use of funds on Retained Principal Ledger to fund any Class A Target Amortisation Shortfall [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
In respect of the Class A notes, liquidity support is provided by: Excess spread Amortising reserve fund Principal can be used to pay Class A interest Liquidity reserve fund of [4]% of the principal amount
reserve fund funded from principal receipts in the event of a YBS downgrade below Baa2 (Moody’s) or BBB / F2 (Fitch)
General Reserve Fund
Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of the Principal Amount Outstanding of the Class A Notes subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close. The General Reserve Amortising Conditions are:
a) No Event of Default has occurred and is continuing b) The Class A Principal Deficiency Ledger does not have a debit balance c) 3m+ Arrears is less than [2] % d) Cumulative Losses on the Portfolio are less than [1] %
Mortgages Class A [88.5]% Loss allocation Class Z VFN [11.5]% Res Fund [1.5]% Excess spread Excess spread
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
Servicer
Yorkshire Building Society
Seller
Accord Mortgages Limited
GIC Provider and Account Bank
Yorkshire Building Society
Issuer
Brass No. 6 plc
Class A Noteholders Class Z VFN Holder
Accord Mortgages Limited Sale of Portfolio Initial Consideration and Deferred Consideration Principal and interest
Note proceeds
Cash Manager
Yorkshire Building Society
Interest Rate Swap Provider
Yorkshire Building Society
Back-up Servicer Facilitator
Wilmington Trust SP Services (London) Limited
Swap Collateral Account Bank
Elavon Financial Services DAC, acting through its UK branch)
Security and Note Trustee
US Bank Trustees Limited
Corporate Services Provider
Wilmington Trust SP Services (London) Limited Security and Covenant to pay
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
W.Avg Current Un-indexed LTV of the Portfolio will not exceed [80] % Loans in the Portfolio with a Original LTV of more than [85] % will not exceed [30]% Interest-Only Loans in the Portfolio will not exceed [7.5]% Self-employed borrowers in the Portfolio will not exceed [15]% All Additional loans will be Fixed Rate Loans and will be included in the Fixed Rate Notional for the Interest Rate Swap Fixed rate period of the Additional Loans will not exceed [5] years and [6] months W.Avg Remaining life of the fixed rate period will not exceed [3] years Additional Loans must be sold in before the Step-Up Date Additional Loans must not be in breach of any of the Loan Warranties No Further Sale Period Termination Event has occurred The purchase of the Additional Loans would not cause the rating of the Class A Notes to be downgraded, qualified or withdrawn No Event of Default has occurred YBS has delivered a solvency certificate to the Security Trustee where YBS is rated less than [P-2] by Moody's or [F-2] by Fitch
Summary of “Additional Loan Conditions” Further Sale Period Termination Event Brass No.6 will feature a 5-year revolving pool (“The Further Sale Period”) during which excess principal over the Class A Target Schedule amount can be used to purchase Additional Loans subject to certain criteria (the “Additional Loan Conditions”)
3m+ Arrears of greater than or equal to [3]% Debit balance recorded to the Class Z Principal Deficiency Ledger is in excess of [1]% Retained Principal Ledger balance exceeding [3.25]% of the Initial Pool The General Reserve Fund or Liquidity Reserve Fund (if required to be established) is not fully funded Occurrence of the Step-Up Date A Seller Insolvency Event YBS ceases to be the Interest Rate Swap Provider Redemption in full of the Class A Notes An unremedied breach by YBS of any of its
The Further Sale Period will be terminated when any of the following conditions are true, after which the Class A note will become pass-through:
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Principal Prepayment Rate Assuming Issuer Call
Assuming No Issuer Call
5% [4.29] [14.20] 10% [3.78] [7.05] 15% [3.43] [4.86] 20% [3.17] [3.86] 25% [3.02] [3.39] 30% [3.00] [3.25] 35% [2.99] [3.19] 40% [2.99] [3.15] 45% [2.99] [3.13]
(1) Full list of assumptions can be seen on p.240 of the Brass No.6 plc Preliminary Prospectus dated 16th October 2017 Source: Brass Investor Reports, Brass No.6 plc Preliminary Prospectus dated 16th October 2017
Historic Principal Prepayment Rates (3m Annualised) Class A Schedule and Weighted Average Lives The Class A Target Amortisation Amount Schedule has been pre-determined to the Step Up Date providing certainty of note profile and protection against high prepayments The main assumptions(1) underlying the weighted average lives shown in the table below are:
the Issuer exercises its option to redeem the Notes in accordance with Condition 7.3 (Optional Redemption of the Class A Notes in Full) on the Step-Up Date, in the first scenario, or the Issuer does not exercise its option to redeem the Notes
scenario the Loans are subject to a constant annual rate of repayment (inclusive of scheduled and unscheduled principal redemptions) of between 5 per cent. and 45 per cent. per annum all Available Principal Receipts remaining after paying the Class A Notes down to the applicable Class A Target Amortisation Amount will be used to purchase Additional Loans during the Further Sale Period, which is assumed to end immediately after the Step-Up Date the Security is not enforced the Mortgages continue to be fully performing no Note Acceleration Notice has been served on the Issuer and no Event of Default has occurred
0% 10% 20% 30% 40% 50% 60% 70% 80%
Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17
Brass 1 Brass 2 Brass 3 Brass 4 Brass 5 Brass 6 Pricing PPR 0% 10% 20% 30% 40%
1,000 1,500 2,000 2,500
Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22
Equivalent PPR £m
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Note Trustee and Security Trustee fees Agent Bank, Paying Agents, Swap Collateral Account Bank, Corporate Services Provider, Class Z VFN Registrar, Account Bank Third Party expenses Fees for the Servicer, Cash Manager, Back-Up Servicer Facilitator Amounts due to the Interest Rate Swap Provider Interest on the Class A Notes Class A PDL General Reserve Ledger Class Z VFN PDL Interest on Class Z VFN Issuer Profit Amount Interest Rate Swap Excluded Termination Amounts Excess to the GIC Account (if IPD falls within a Determination Period)
a
Principal amounts due on the Class Z VFN (if no Class A remains outstanding) Deferred consideration to Seller
b c d e f g h i j k l m n
b c d
Amounts credited to the Liquidity Reserve Fund (if established) If the IPD falls during the Further Sale Period, amounts due to towards repayment of the principal amount outstanding on the Class A Notes, up to the Class A Target Amortisation Amount If the IPD falls during the Further Sale Period, amounts applied (i) to the payment of any purchase price for any Additional Loans; and (ii) any remaining amount to be credited to the Retained Principal Ledger If the IPD falls outside the Further Sale Period, amounts due on the Class A Notes until the Principal Amount Outstanding of the Class A Notes has been reduced to zero
Pre-Acceleration Revenue Priority of Payments Pre-Acceleration Principal Priority of Payments
e Principal on the Class Z VFN f Excess to be applied as revenue receipts
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
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Further Advance Conditions Further Advances, Product Switches and Underpayments
the closing pool
Date as a result of a product switch or further advance
amount of the cumulative overpayments (an “Underpayment Option”)
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Initial Provisional Pool (as of 31st July 2017)
Pool Size £2,829,997,799 Number of Accounts 14,377 Average Current Balance £196,842 WA Current LTV (un-indexed) 73.43% WA Current LTV (indexed) 72.08% WA Original LTV 75.70% WA Interest Rate 2.15% WA Seasoning (months) 11.7 WA Remaining Term (years) 25.8 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Employed / Self Employed Split 94.3% / 5.7% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 Brass No.6 No BTL No Self Certified Income No CCJ or Bankruptcy History No Retention accounts No Credit Repair Accounts No Future Reserve or Offset A/Cs No New Build Loans No Northern Irish Loans No Scottish Loans X X X No Guarantor Loans Maximum LTV at Origination 90% 90% 90% 90% 90% 90% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 200 4.3% 5.3% 14.2% 29.0% 35.0% 12.2% 0% 5% 10% 15% 20% 25% 30% 35% 40% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Current LTV (Indexed)
2.9% 3.0% 9.0% 23.2% 37.1% 24.8% 0% 5% 10% 15% 20% 25% 30% 35% 40% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Original LTV
65.5% 27.8% 4.8% 1.3% 0.6% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60
Seasoning (months) Geographical Distribution
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017 WA: 75.7% Max: 90.0% Min: 5.4% WA: 72.1% Max: 89.9% Min: 1.7% WA: 11.7 Max: 126.7 Min: 3.1 5.5% 7.9% 3.4% 9.5% 22.2% 24.9% 6.6% 3.4% 9.0% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 44.5% 49.9% 5.1% 0.4% 0.1% 0.0% 0% 10% 20% 30% 40% 50% 60% 1-2 2-3 3-4 4-5 5-6 6-7 5.4% 35.3% 31.3% 6.9% 10.7% 10.4% 0% 10% 20% 30% 40% 2017 2018 2019 2020 2021 2022
Fixed Rate Reversion Year
0.0% 5.0% 17.0% 18.0% 24.9% 16.2% 12.5% 6.4% 0% 5% 10% 15% 20% 25% 30%
Original Balances (£000s)
0.1% 0.8% 4.4% 12.9% 29.4% 52.4% 0% 10% 20% 30% 40% 50% 60%
Remaining Term (years) Loan Purpose
62.1% 37.9% Mortgage Remortgage Av: £203,144 Max: £2,026,845 Min: £30,000 WA: 2.15% Max: 6.19% Min: 1.24% WA: 25.8 Max: 34.8 Min: 1.0
Interest Rate (%)
Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.6 plc Preliminary Prospectus dated 16th October 2017, Brass investor reports 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Brass 1 (Called) Brass 2 Brass 3 Brass 4 Brass 5
1m+ Arrears (% of outstanding balance) 3m+ Arrears (% of outstanding balance) Principal Prepayment Rate (3m Annualised)
0.00% 0.01% 0.02% 0.03% 0.04% 0.05% Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Brass 1 (Called) Brass 2 Brass 3 Brass 4 Brass 5
Cumulative Loss (% of original balance)
0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Brass 1 (Called) Brass 2 Brass 3 Brass 4 Brass 5
The Brass programmes continue to have a low level of arrears with no programme exceeding 1% of 3m+ arrears. Cumulative loss levels of Brass 1 and Brass 2 are only at c.1-1.2bp and there have been no losses in Brass 3 - 5 to date
0% 10% 20% 30% 40% 50% 60% 70% 80% Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Brass 1 (Called) Brass 2 Brass 3 Brass 4 Brass 5
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
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through Mortgage Intermediaries.
intermediary distributors.
distributors, Networks and Mortgage Clubs.
in the intermediary market. Improved broker experience, application of new underwriting standards and model, have helped ensure improvements in overall operational efficiency, service standards and Group Broker Net Promoter Scores, whilst maintaining low delinquency rates.
an expansion in the sales structure underway to create further resource in field based and telephony Business Development Managers (BDM’s), to ensure continued support to key intermediary partners. Additional Regional Sales Manager and Corporate Account Management resource also added to the senior management team structure.
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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The meetings are conducted by our Corporate Account Management Team with regular attendance from the National Intermediary Sales Manager. Specific MI reports are shared and reviewed at these meetings.
Bankhall Group, LSL Group and Connells Group.
market remains circa a 50 / 50 split.
Share of business through the top distribution partners is a reflection of their large market shares
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
32
CRITERIA RESIDENTIAL BTL
Maximum LTV
95% 75%
Interest Only
No Yes
Affordability
Model with stressed interest rate and Loan to Income (LTI) cap of 5x 6.75% stressed interest rate 5x LTI cap for loans where household income >=£60k 4.49x LTI cap for loans where household income <£60k 135% (of mortgage interest payment) rental cover required calculated using a rate which the highest of: The pay rate on the product, or; a specified managed rate currently set at 5.5% for 2&3 year products and 5% for 5 year products
Credit Scoring
Yes Yes
First Time Buyers
Yes Yes
Region
England, Wales, Scotland & NI England & Wales
Lending into Retirement
Yes, max age 75 Yes, max age 75
Minimum Age
18 25
Minimum Value
£30,000 (although min loan £50k if LTV > 75%) £75,000
New Build
Yes, subject to max LTV 90% No
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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Notable policy changes in the past year:
for loans up to £500k and a LTI cap of 4x was in place for loans above £500k)
Overview
borrower
corresponding bank statement are required for cases >= 75% LTV, 1 pay-slip and corresponding bank statement otherwise
business accounts
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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Overview
Accord Mortgages are serviced identically to Yorkshire Building Society mortgages by the same teams
All of the servicing activities are grouped together within the Customer Services function
Long established functions with many long serving staff
Staff have development plans and training logs where appropriate
Incentives are based around staff exceeding the objectives in their performance agreement
Service standards are tightly monitored and there are sophisticated resource planning models in place for both call handling and service delivery
Primary Servicing
Payment processing and application:
Borrowers generally pay by Direct Debit, although it is also possible to send cheques through the post
Payment tracking:
The system monitors accounts and will instigate collections activities when payments are not received on time
Title Deeds are stored in a secure facility in Head Office, although most England and Wales deeds are now de-materialised, any non registration of the charge is monitored and chased up as necessary
Calls are handled through a dedicated unit in Head Office
Back office administration is carried out in Head Office
Nothing is outsourced except litigation work due to the specialised requirements
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Collections and Recoveries Overview
Peterborough covering N&P . The Group will also refer or liaise with third party advisors and support agencies as required
those reviews
supported through a formal Training & Competency programme. This is supplemented with targeted risk based monitoring together with ‘end to end’ monitoring, all of which is subject to further independent and regular auditing by Credit Risk, Compliance and Audit (a 3 lines of defence framework)
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
contact with customers who miss monthly payments as soon as possible, with the following intentions:
arrangements are subject to regular review
agreed, to the customer remaining in their home whilst they actively attempt to sell the property.
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Appendix – UK Mortgage Market
38
39
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 50 100 150 200 250 300 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017
0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 2000 2002 2004 2006 2008 2010 2012 2014 2016
House Price Index1 YoY House Price Change1
(1)LSL Acadata Index from CML; (2) UK HPI Source: Council for Mortgage Lenders (CML)
Regions Average price Q2-172 Annual index change % in Q2-171 Annual index change % in Q1-171
North East 127,361 2.1% 0.9% Yorks & Humbs 155,059 4.0% 3.4% East Midlands 180,187 6.7% 6.0% Greater London 481,518 3.4% 3.5% South East 317,968 5.5% 5.4% South West 244,170 5.8% 4.7% West Midlands 183,787 5.1% 6.0% North West 153,788 4.2% 5.0% Wales 149,431 3.6% 3.5% Scotland 143,370 3.7% 0.9%
128,650 4.4% 5.0%
Regional House Prices
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 <= 75% >75% <=90% >90% <=95% >95%
UK New Mortgage Lending LTVs (% total)
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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Council for Mortgage Lenders (CML) 2.3% 2.5% 2.7% 2.9% 3.1% 3.3% 3.5% 3.7% 2009 2010 2011 2012 2013 2014 2015 2016 200 400 600 800 1000 1200 1400 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 10,000 20,000 30,000 40,000 50,000 60,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 2000 2002 2004 2006 2008 2010 2012 2014 2016
UK Mortgage Balance Outstanding UK New Mortgage Approvals Mortgage Interest Rates (outstanding loans) Annual Unemployment Rate (LFS)
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NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S., AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT 1933, AS AMENDED. IMPORTANT: You must read the following before continuing. The following applies to the presentation materials following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the presentation materials. In accessing the presentation materials, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. This presentation is the property of Yorkshire Building Society (YBS). The investments and services contained herein are not available to private customers in the United Kingdom. By receiving this presentation, each investor (i) acknowledges that any offering is being made only outside the United States to non-U.S. persons in reliance upon Regulation S under the U.S. Securities Act Of 1933 and (ii) is deemed to represent that it is not a U.S. person within the meaning of Regulation S and is not accessing the presentation from a location within the United States its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the Northern Mariana Islands or the District of Columbia). If you are unable to agree to and confirm each of the items above, then you will not be eligible to view the presentation and you must destroy all copies of the presentation immediately and notify us forthwith of having done so. This presentation is strictly confidential and intended only for use by the
presentation is an advertisement and does not constitute a prospectus or other offering document (an "offering document") in whole or in part for the purposes of Directive 2003/71/EC (as amended) and / or Part VI of the Financial Services and Markets Act 2000 (the “FSMA”). Information contained in this presentation is a summary only. Under no circumstances shall these presentation materials constitute an offer to sell or the solicitation of an offer to buy securities by YBS or by any of the Arranger or Joint Lead Managers (together, the “Managers”) retained for the transaction described herein. In particular, nothing in this presentation constitutes an offer of securities for sale in the United States. Recipients of these presentation materials who intend to subscribe for or purchase any securities are reminded that any subscription or purchase may
These presentation materials may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the FSMA does not apply or to whom this document may otherwise be lawfully
Article 49(2)(a) to (d) of the FSMA (Financial Promotion) Order 2005 or certified high net worth individuals within Article 48 of the FSMA (Financial Promotion) Order 2005 (together, "relevant persons"). The information given in this presentation is not intended to be relied on either as particular advice or for making investment decisions. By receiving this presentation each investor is deemed to represent that it is a sophisticated investor and possesses sufficient investment expertise to understand the risks involved in the offering. Investors must rely solely on their own examinations of the offering document in making a determination as to whether to invest in any securities offered. Although the statements of fact in this presentation have been obtained from and are based upon sources that YBS believes to be reliable, YBS does not guarantee their accuracy, and any such information may be incomplete or condensed. All opinions and estimates included in this presentation constitute YBS's judgement, as of the date of this presentation and are subject to change without notice. There has been no independent verification of the contents of this presentation. It does not constitute or contain investment advice and nothing herein should be construed as a recommendation or advice to invest in any securities. Neither YBS nor any Manager acts as an adviser to, or owes any fiduciary duty to, any recipient of this presentation. Certain statements in this presentation may constitute "forward-looking statements". These statements reflect YBS’ expectations and are subject to risks and uncertainties that may cause actual results to differ materially and may adversely affect the outcome and financial effects of the plans described herein. You are cautioned not to rely on such forward-looking statements. YBS disclaims any obligation to update their view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where they would be required to do so under applicable law. This presentation contains certain tables and other statistical analyses (the "Statistical Information") which have been prepared in reliance on information provided by YBS. Numerous assumptions have been used in preparing the Statistical Information, which may or may not be reflected in the material. As such, no assurance can be given as to the Statistical Information's accuracy, appropriateness or completeness in any particular context, or as to whether the Statistical Information and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Statistical Information should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. The average life of, or the potential yields on, any security cannot be predicted, because the actual rate of repayment on the underlying assets, as well as a number of other relevant factors, cannot be determined. No assurance can be given that the assumptions on which the possible average lives of or yields on the securities are made will prove to be realistic. Therefore information about possible average lives of, or yields on, the securities must be viewed with caution. If these presentation materials have been sent to you in an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither YBS nor any Manager nor any person who controls any of them nor any director, officer, employee nor agent of any such entity or affiliate or any such person accepts any liability or responsibility whatsoever in respect of any difference between the presentation materials distributed to you in electronic format and the hard copy version available to you on request from YBS or any Manager.
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES