Yorkshire Building Society RMBS Brass No. 5 plc
Investor Presentation November 2016
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. 5 plc Investor - - PowerPoint PPT Presentation
Yorkshire Building Society RMBS Brass No. 5 plc Investor Presentation November 2016 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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Contents
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 fifth public UK prime Residential Mortgage Backed Securities (“RMBS”) transaction – Brass No.5 plc (“Brass No.5”) Up to £[300]m of publically placed triple-A rated (Moody’s and Fitch) Class A Notes offered Brass No.5 is a standalone, static pool, pass-through RMBS transaction backed by a pool of first lien, prime, UK
As per the previous Brass transactions, the mortgage loans in the Brass No.5 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 is currently the UK’s second largest building society(1) operating under a multi-brand strategy (YBS, Accord Mortgages, Barnsley Building Society, Chelsea Building Society, Norwich & Peterborough Building Society and YBS Share Plans) with total assets of £38.2b as at 31st December 2015(2) Our investment programmes have enabled us to modernise our business and therefore we have decided to re-band both Barnsley Building Society and Chelsea Building Society branches to Yorkshire Building
agencies giving them greater choice and flexibility YBS is currently rated A-/F1 by Fitch and Baa1/P-2 by Moody’s(3)
Introduction
(1) Building Societies Association (2) Yorkshire Building Society Annual Report (3) The Moody’s long-term and long-term (foreign and local) bank deposit rating is A3 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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Public Bond Issuance History
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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
Yorkshire Building Society has been a consistent issuer of debt in recent times
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Standalone, static pool, sequential pay, pass-through RMBS structure The Class A Notes will total [91.5]% and have a WAL of [2.95](1) years First Interest Payment Date [February 2017], quarterly thereafter in May, August, November and February Optional redemption: Step-up and call on or after [November 2021]. 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 Up to £[300]m of publically placed Class A Notes offered – Yorkshire Building Society will retain a portion of the Notes As at the closing date, YBS will retain a material net economic interest of at least 5% in the securitisation, via retention of the Class Z VFN, 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 of Regulation (EU) No 231/2013, referred to as the Alternative Investment Fund Managers Regulation (AIFMR) and Article 254 of Regulation (EU) 2015/35 (the Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures). This will be disclosed in the ongoing investor reporting
Transaction Overview
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.5 plc Preliminary Prospectus dated 7th November 2016 for more information)
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 [●] [91.5] [AAAsf / Aaa(sf)] [2.95] [10.0] 3M LIBOR [●] 2x [Nov-21] [Aug-54] Offered Z VFN [●] [8.5] Not Rated
N/A [Aug-54] Retained
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Brass No.5 Pool Collateral Summary
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Pool Overview (as of 31st July 2016)
Pool Size £2,947,170,029 Number of Accounts 14,910 Average Current Balance £197,664 WA Current LTV (un-indexed) 71.76% WA Current LTV (indexed) 66.36% WA OLTV 74.16% WA Interest Rate 2.31% WA Seasoning (months) 11.9 WA Remaining Term (years) 25.1 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Full –Time Employed Borrowers 100% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 No BTL No Self Certified Income No CCJ or Bankruptcy History No Retention accounts No Credit Repair Accounts No Future Reserve or Offset accounts 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% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 6.1% 7.9% 24.2% 39.6% 19.2% 3.0% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Current LTV (Indexed)
3.2% 3.5% 10.8% 28.1% 38.6% 15.7% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Original LTV
63.7% 30.5% 3.6% 0.8% 1.4% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60
Seasoning (months) Geographical Distribution
5.0% 7.1% 3.5% 8.2% 25.5% 25.6% 6.8% 2.9% 7.9% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 WA: 74.2% Max: 90.0% Min: 8.7% WA: 66.4% Max: 90.0% Min: 5.3% WA: 11.9 Max: 120.0 Min: 1.2
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Brass No.5 Pool Collateral Comparison
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.5 plc Preliminary Prospectus dated 7th November 2016 Brass No. 5 (Provisional Pool) Lanark 2016-1 Gosforth 2016-2 Duncan 2016-1 Holmes 2016-1 Darrowby No.4 Friary No.3 Albion No. 3 Issue Date [Nov-16] Aug-16 May-16 May-16 May-16 Feb-16 Feb-16 Sep-15 Structure Standalone Master Trust Standalone Standalone Master Trust Standalone Standalone Standalone Sponsor Yorkshire BS Clydesdale Virgin Money TSB Santander UK Skipton BS Principality BS Leeds BS Total CE to Class A % [10.0] 12.0 12.4 10.5 17.9 10.1 10.75 10.5
Asset Parameters
Aggregate Loan Balance (£ m) [2,947.2] 4,406.1 1,222.8 3,754.1 6,872.8 487.0 517.7 364.5 Average Loan Balance (£) [204,776] 111,459 171,627 123,881 90,282 120,493 116,259 132,613 WA Interest Rate [2.3] 3.2 2.4 2.7 3.2 3.2 2.9 3.1 WA Seasoning (years) [1.0] 4.0 1.4 3.1 9.2 2.1 1.93 1.2 WA Remaining Term (years) [25.1] 18.1 22.0 20.0 12.3 20.4 19.6 23.5 Maximum Indexed LTV [90.0] N/A 84.9 95.0 141.8 93.7 89.6 92.1 WA Indexed CLTV (%) [66.4] 57.6 60.1 60.4 61.8 62.1 60.2 66.7 Self Employed (%) [0.0] 6.8 22.8 12.0 25.1 11.4 17.4 8.4 Interest Only (%) [0.0] 21.4 5.5 11.8 52.7 4.4 14.5 16.4 Fixed Interest (%) [100.0] 62.7 90.1 57.7 0.1 75.5 88.0 93.2 Regional Concentration (%) London & SE (51.1) Scotland (22.6) London & SE (51.0) London & SE (37.28) London & SE (51.0) London & SE (26.0) Wales (22.8) London & SE (31.7)
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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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2nd largest UK building society(1) with total assets of £39.6b(3) 7th largest mortgage lender in the UK(2) Traditional Building Society balance sheet Residential mortgage lending in UK (£34.0b(3)) Large deposit base (£29.4b(3)) Strong capital base (CET 1 of 14.6%(3)) with healthy funding ratio of 20.5%(3) and liquidity ratio of 12.9%(3) Operating under a multi-brand strategy Direct lending via branches & internet Intermediary lending via Accord mortgages (web based) Mutual organisation
YBS Group Overview
(Fitch Stable, Moody’s positive outlook)
Source: Fitch Ratings, Moody’s Investors Service
Brand Timeline
Established 2003 Established 1864 Merged 2008 Merged 2010 Merged 2011
Source: (1) Building Societies Association (2) CML (3) As of Q3 2016 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Agency Short Term Long Term Last change Fitch F1 A- Upgrade Sep 2014 Moody’s P-2 Baa1 (senior) A3 (deposit) Upgrade Jun 2015
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2016 Interim Results Key Highlights – 30 June 2016
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Robust Performance
Asset Growth & Market Share
Consistent Performance
industry average of 1.00% reported by CML as end Q2-2016 Improved Liquidity Position
Capital Position & Leverage Ratio
Putting The Customer First
Delivering Value For Members
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Statutory and Core Operating Profit
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Statutory Profit Before Tax £m 2013 2014 2015 H1 2015 H1 2016 Net Interest Income 531 549 535 276 235 Fair Value Movements 16 (11) (7) 2 25 Profit/ (loss) from sale of assets (debt securities) (2) 1 2 2
(40)
38 26 18 11 26 543 565 548 291 286 Management Expenses (300) (331) (346) (165) (172) 243 234 202 126 114 Provisions (44) (46) (29) (15) (14) Statutory Profit before tax 199 188 173 111 100 Add back: FSCS levy(1) 12 12 11 12 8 Non-core investments(2) (14) (11) 1 (1)
(2) 22 6 (1) (25) Mergers - adjustments to balances acquired(4) (94) (33) (4) (5) (3) Mergers and acquisitions - costs 2
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30
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Core Operating Profit 152 179 185 116 62
1) UK Depositor Protection Scheme 2) Structured Credit (in run off - £70m) 3) Accounting volatility on hedging 4) Release of merger Fair Value 5) Ex Chelsea BS Equity release book sale 6) Proceeds from Visa share sale (£8m) & sale of properties (£10m)
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Balance Sheet
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Group Balance Sheet £b
2011 2012 2013 2014 2015 H1 2015 H1 2016 Liquid Assets 4.9 5.2 4.4 4.8 4.4 5.2 4.8 Mortgages and other loans 27.0 27.6 29.5 32.2 33.3 32.8 34.0 Other assets 0.7 0.7 0.6 0.6 0.5 0.5 0.8 Total Assets 32.6 33.5 34.5 37.6 38.2 38.5 39.6 Retail Savings 26.0 26.8 26.3 27.2 27.4 27.5 29.0 Wholesale funding 3.9 4.2 5.9 7.5 7.9 8.1 7.5 Other liabilities 0.7 0.8 0.4 0.6 0.5 0.6 0.6 Total Liabilities 30.6 31.8 32.6 35.3 35.8 36.2 37.1 Remunerated capital 0.4 0.1 0.1 0.3 0.3 0.3 0.3 Reserves 1.6 1.6 1.8 2.0 2.1 2.0 2.2 Total Liabilities & Equity 32.6 33.5 34.5 37.6 38.2 38.5 39.6
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Income Statement – Net Interest Income
Net interest margin returning to historic normal levels Margin in line with plan Fair Value release ~ 2bp (2015: ~3bp)
1.05% 1.05% 1.34% 1.46% 1.38% 1.20% 0.00% 0.00% 0.22% 0.06% 0.03% 0.02% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 2011 2012 2013 2014 2015 H1 2016 Core NIM FV
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Continued improvement in arrears House price improvements Prudent fair value provisions made at the time of mergers & acquisitions
Income Statement – Fair Value (Versus Pre-merger Lending)
Provisions and FV Adjustments for Credit Risk £m
2013 2014 2015 H1 2016 Brought forward 222 105 73 64 Utilised losses (15) (12) (5) (3) Released to P&L (102) (20) (4) (3) Remaining Fair Value 105 73 64 58
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Key Ratios
* Excludes Visa income
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Key Ratios
Dec-15 (%) Jun-15 (%) Jun-16 (%) Group net interest margin 1.41 1.45 1.21 Group management expenses/mean assets 0.91 0.87 0.89 Group asset growth 1.7 2.4 3.6 Group loans and advances growth 3.4 1.9 2.0 Member savings balances growth 0.6 0.8 5.8 Liquidity ratio 12.5 14.7 12.9 Funding ratio 22.5 22.8 20.5 Gross capital ratio 6.78 6.55 6.86 Free capital ratio 6.33 6.08 6.45 Total capital ratio 16.8 16.6 17.0 Common Equity Tier 1 capital ratio 14.5 14.3 14.6 Leverage ratio 5.0 4.9 5.0 Cost : income ratio 63.1 56.7 61.9*
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Retail and Commercial Mortgage Lending
2015 YBS Group Completions Split by Lending Type (£m)
£5,701 £139 £813 £114 £139 Residential Prime Residential Sub-Prime Residential BTL Social Housing N&P Commercial YBS Group Total Book Stock as of December 2015 Split by Lending Type (£m) £29,123 £444 £3,025 £20 £313 £563 Residential Prime Residential Sub-Prime Residential BTL Closed Book Commercial Social Housing N&P Commercial
2015 Residential Completions Split by Brand (by Value)
65% 8% 3% 25% Accord CBS N&P YBS & BBS
Residential Book Stock as at December 2015 Split by Brand (by Value)
46% 18% 6% 29% Accord CBS N&P YBS & BBS REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
New business and stock are predominantly prime residential mortgages. The YBS Group exited the sub-prime market in 2008, therefore sub-prime new business is permitted through portability
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Indexed LTV Breakdown
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The portion of book with > 90% LTV has declined from 27% at Dec 2009 to 3% at Dec 2015
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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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Standalone, static pool, sequential pay, pass-through RMBS structure The Class A Notes will total [91.5]% and have a WAL of [2.95](1) years First Interest Payment Date [February 2017], quarterly thereafter in May, August, November and February Optional redemption: Step-up and call on or after [November 2021]. 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 Up to £[300]m of publically placed Class A Notes offered – Yorkshire Building Society will retain a portion of the Notes As at the closing date, YBS will retain a material net economic interest of at least 5% in the securitisation, via retention of the Class Z VFN, 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 of Regulation (EU) No 231/2013, referred to as the Alternative Investment Fund Managers Regulation (AIFMR) and Article 254 of Regulation (EU) 2015/35 (the Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures). This will be disclosed in the ongoing investor reporting
Transaction Overview
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.5 plc Preliminary Prospectus dated 7th November 2016 for more information)
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 [●] [91.5] [AAAsf / Aaa(sf)] [2.95] [10.0] 3M LIBOR [●] 2x [Nov-21] [Aug-54] Offered Z VFN [●] [8.5] Not Rated
N/A [Aug-54] Retained
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Credit Structure and Liquidity Support
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
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 [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016
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 Class A notes less the balance of the 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 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. The General Reserve Amortising Conditions are:
a) No Event of Default has occurred and is continuing b) The Class A Principal Deficiency Ledger will not have a debit balance on that Interest Payment Date after applying all Available Revenue Receipts on that Interest Payment Date c) The Current Balance of the Loans comprising part of the Portfolio in respect of which the aggregate amount in arrears is more than three times the Monthly Payment then due, is less than [2] per cent. of the aggregate Current Balance of the Loans comprising the Portfolio as at such relevant date; and d) Cumulative Losses on the Portfolio as at such relevant date represent less than [1] per cent. of the aggregate Current Balance of the Loans comprising the Portfolio as at the Closing Date
Mortgages Class A [91.5]% Loss allocation Class Z VFN [8.5]% Res Fund [1.5]% Excess spread Excess spread
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Transaction Structure
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.5 plc Preliminary Prospectus dated 7th November 2016
Servicer
Yorkshire Building Society
Seller
Accord Mortgages Limited
GIC Provider and Account Bank
Yorkshire Building Society
Issuer
Brass No. 5 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 Limited, acting through its London 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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New for Brass No.5 - YBS as Interest Rate Swap Provider and Account Bank Provider
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.5 plc Preliminary Prospectus dated 7th November 2016
Recent rating agency counterparty criteria changes allow YBS to act as Interest Rate Swap Provider and Account Bank for Brass No.5
Interest Rate Swap Provider Triggers Moody’s Fitch Collateral Trigger Loss of A3(cr) or long-term, unsecured and unsubordinated debt of A3 Loss of Long-term issuer default rating
and Short-term issuer default rating of F1 Replacement Trigger Loss of Baa1(cr) or long-term, unsecured and unsubordinated debt of Baa1 Loss of Long-term issuer default rating
and Short-term issuer default rating of F3
Interest rate risk in the transaction will be hedged by a fully rating agency compliant balance guaranteed Fixed to Libor swap provided by YBS The YBS provided swap retains key features of a third party provided swap in order to ensure marketability in event of replacement In the event that YBS needs to be replaced as Interest Rate Swap Provider, no new Fixed Rate Loans can be added This ensures the incoming Interest Rate Swap Provider has a known profile which simplifies pool modelling and accelerates deleverage of the pool A swap collateral bank account, provided by Elavon Financial Services (US Bank), will be in place from day 1
Account Bank and GIC Provider Triggers Moody’s Fitch Replacement Trigger Loss of Long-term, bank deposit rating of A3 Loss of Long-term issuer default rating
and Short-term issuer default rating of F1 Yorkshire Building Society Moody’s Fitch Long term (inc. deposit) : A3 Long term counterparty risk assessment : A1(cr) Short term : P-2 Long term issuer default rating : A- Short term issuer default rating : F1
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Prepayment Assumptions and Weighted Average Life of the Notes
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The Loans are subject to a constant annual rate of repayment (inclusive of scheduled and unscheduled principal redemptions) of between [5] per cent. and [35] per cent. per annum as shown on the table on the left The assets of the Issuer are not sold by the Security Trustee except as may be necessary to enable the Issuer to realise sufficient funds to exercise its
No Note Acceleration Notice has been served on the Issuer and no Event
No Borrowers are offered and accept different mortgage products or Further Advances by the Seller or any of its subsidiaries and the Seller is not required to repurchase any Loan (including any Further Advance thereon since the Closing Date) in accordance with the Mortgage Sale Agreement The Security is not enforced The Mortgages continue to be fully performing The ratio of the Principal Amount Outstanding of the Class A Notes to the Current Balance of the Portfolio as at the Closing Date is [91.5] per cent. The Notes are issued on or about [18 November] 2016
PPR
Assuming Issuer Call on Step-Up Date Assuming No Issuer Call 5% [4.40] [14.89] 10% [3.86] [7.49] 15% [3.38] [4.92] 20% [2.95] [3.63] 25% [2.57] [2.85] 30% [2.24] [2.33] 35% [1.94] [1.96]
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016
3-month Rolling Average Principal Prepayment Rate (PPR) Weighted Average Life of the Notes and Assumptions
0% 10% 20% 30% 40% 50% 60% 70% 80% Brass 1 Brass 2 Brass 3 Brass 4 Tombac 1 Tombac 2 Brass 5 PPR Pricing Assumption
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Priority of Payments
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Note Trustee and Security Trustee fees Agent Bank, Paying Agents, Corporate Services Provider, Class Z VFN Registrar, Account Bank and Collection Account Bank Third Party expenses Fees for the Servicer, Back-Up Servicer Facilitator and Cash Manager 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 Deferred consideration
b c d e f g h i j k l m n
b c d
Amounts credited to the Liquidity Reserve Fund Principal on the Class A Notes Principal on the Class ZFN Available Revenue Receipts
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016
Pre-Acceleration Revenue Priority of Payments Pre-Acceleration Principal Priority of Payments
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Further Advances, Product Switches and Underpayments
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.5 plc Preliminary Prospectus dated 7th November 2016
Further Advance Conditions Further Advance and Product Switch Conditions Underpayments
closing pool
Advances) with an Original LTV ratio of more than [85]% does not exceed [20]%
result of a product switch or further advance
the cumulative overpayments (an “Underpayment Option”)
in the pool if the total amount of Overpayment Reserves exceeds [5]% of the Current Balance of the loans in the portfolio (subject to such Underpayment Option being a Tested Underpayment Option)
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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.5 Pool Collateral Summary
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
Pool Overview (as of 31st July 2016)
Pool Size £2,947,170,029 Number of Accounts 14,910 Average Current Balance £197,664 WA Current LTV (un-indexed) 71.76% WA Current LTV (indexed) 66.36% WA OLTV 74.16% WA Interest Rate 2.31% WA Seasoning (months) 11.9 WA Remaining Term (years) 25.1 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Full –Time Employed Borrowers 100% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 No BTL No Self Certified Income No CCJ or Bankruptcy History No Retention accounts No Credit Repair Accounts No Future Reserve or Offset accounts 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% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 6.1% 7.9% 24.2% 39.6% 19.2% 3.0% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Current LTV (Indexed)
3.2% 3.5% 10.8% 28.1% 38.6% 15.7% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%
Original LTV
63.7% 30.5% 3.6% 0.8% 1.4% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60
Seasoning (months) Geographical Distribution
5.0% 7.1% 3.5% 8.2% 25.5% 25.6% 6.8% 2.9% 7.9% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 WA: 74.2% Max: 90.0% Min: 8.7% WA: 66.4% Max: 90.0% Min: 5.3% WA: 11.9 Max: 120.0 Min: 1.2
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Brass No.5 Pool Collateral Summary
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 45.4% 40.7% 11.7% 2.0% 0.1% 0% 10% 20% 30% 40% 50% 1-2 2-3 3-4 4-5 5-6 4.3% 41.4% 33.9% 6.8% 11.1% 2.5% 0% 10% 20% 30% 40% 50% 2016 2017 2018 2019 2020 2021
Fixed Rate Reversion Year
Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 5.2% 16.8% 19.2% 26.6% 13.9% 8.3% 10.1% 0% 5% 10% 15% 20% 25% 30%
Original Balances (£000s)
0.9% 4.9% 13.8% 34.8% 45.6% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
Remaining Term (years) Loan Purpose
65.8% 34.2% Mortgage Remortgage Av: £204,776 Max: 2,301,845 Min: £51,000 WA: 2.31% Max: 5.99% Min: 1.39% WA: 25.1 Max: 34.9 Min: 4.1
Interest Rate (%)
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Brass Performance Overview
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.5 plc Preliminary Prospectus dated 7th November 2016 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Brass 1 Brass 2 Brass 3 Brass 4
1m+ Arrears (% of outstanding balance) 3m+ Arrears (% of outstanding balance) 3-month Rolling Average Principal Prepayment Rate (PPR)
0.00% 0.01% 0.02% 0.03% 0.04% 0.05% Brass 1 Brass 2 Brass 3 Brass 4
Cumulative Loss (% of original balance)
0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Brass 1 Brass 2 Brass 3 Brass 4
The Brass programmes continue to have a low level of arrears with no programme exceeding 1%
been no losses in Brass 3 and Brass 4 to date
0% 10% 20% 30% 40% 50% 60% 70% 80% Brass 1 Brass 2 Brass 3 Brass 4
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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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Accord Business Review 2016 YTD
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A lower cost, higher service model focused on a smaller number of credible partners Building on the revised strategy to focus on key distribution partners, 64% of lending over the last year came through Tier 1 distributors and delinquency rates are at all time low for Accord Three key factors have been critical to achieving all time low delinquency rates: Credit score discrimination Implementation of an affordability model Application of a more strict credit policy A new sales structure has been rolled out with the team of 14 field based Business Development Managers (BDM’s), split under 2 Regional Sales Managers, reporting into National Intermediary Sales Manager. 2 new Corporate Account Managers also appointed to manage the relationships with our National Lending Partners. A small team of Telephone BDMs has also now been created to compliment the sales support provided by field based BDMs
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Accord Business Review 2016 YTD
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
All key distribution partners are visited at least every quarter by the National Intermediary Sales Manager and Corporate Account Managers, and this is supported by leading Management Information (MI) shared with the partner showing performance to date, including asset performance, approval rates, etc. 64% of all lending is generated through Tier 1 distribution partners with the majority generated through two distributors (29.13% L&G Group, 20.94% Sesame Bankhall Group, with 5.48% Countrywide and 8.33% LSL) which reflects their large share of the market
Share of business through the top distribution partners is a reflection of their large market shares
29.13% 20.94% 5.48% 8.33% 36.11% L&G Sesame Bankhall Group Countrywide Group LSL Group Tier 2 28.98% 21.33% 5.69% 8.10% 35.90% L&G Sesame Bankhall Group Countrywide Group LSL Group Tier 2
Applications Release of Funds
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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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Underwriting Criteria
Criteria Residential BTL
Maximum LTV 95% 75% Interest Only No Yes Affordability Model with stressed interest rate and LTI cap of 5.49X 7% stressed interest rate 4X LTI cap for loans >£500k 125% (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 No 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 85% No
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Lending Policy
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Notable policy changes in the past year:
Introduction of 4x income cap for loans over £500K - Designed to manage the level of lending in the London area Introduction of 5.49x income cap for all new lending, excluding loans over £500,000 Removal of ability to accept foreign income/assets when assessing affordability Clarified that income from employment with a ‘zero hours’ contract is not acceptable No mandate holders in the branch Network – all underwriting centralised in Lending Shared Services
Overview:
Loans are made for either purchase or remortgage and are secured against the main residence of the borrower No loans with “Right to Buy” are accepted Property Types: Non standard constructions are not generally acceptable Ex-local authority flats are not accepted Current maximum LTV is 95%, (was 90% in 2013) Income verification: Pay-slips and bank statements must be provided and validated by Underwriters or Case Managers; 3 pay-slips and a corresponding bank statement are required for cases >= 75% LTV, 1 pay-slip and corresponding bank statement otherwise Self employed applicants are verified via accountant’s reference and bank statements – personal and business accounts
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Servicing Overview
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
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Mortgage Collections & Recoveries Overview
Collections and Recoveries Overview
Risk Committee on an annual basis
Peterborough covering N&P. The Group will also refer to 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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Arrears Management – Collections Strategy
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. This can be supported through a AVS scheme
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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
41
UK Mortgage Market Overview
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) 3.0% 3.1% 3.2% 3.3% 3.4% 3.5% 3.6% 3.7% 3.8% 2009 2010 2011 2012 2013 2014 2015 £0b £200b £400b £600b £800b £1,000b £1,200b £1,400b 2009 2010 2011 2012 2013 2014 2015 2016 10,000 20,000 30,000 40,000 50,000 60,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 2000 2002 2004 2006 2008 2010 2012 2014
UK Mortgage Balance Outstanding UK Mortgage Approvals (quarterly) Mortgage Interest Rates (outstanding loans) Annual Unemployment Rate
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UK Mortgage Market Overview
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 100 200 300 400 500 600 700 800 Q1 2000 Q1 2002 Q1 2004 Q1 2006 Q1 2008 Q1 2010 Q1 2012 Q1 2014 Q1 2016 Nationwide Haifax 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Base Year: Halifax (1987) Nationwide (1993) 4.0x 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x 2000 2002 2004 2006 2008 2010 2012 2014
0% 5% 10% 15% 20% 25% 30% 2000 2002 2004 2006 2008 2010 2012 2014 2016
House Price Indices >3m Arrears (% of Number of Loans) House Price/Earnings Ratio YoY House Price Changes (Halifax)
Source: Council for Mortgage Lenders (CML)
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UK Mortgage Market Overview
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
UK New Mortgage Lending LTVs % (All Mortgages)
Source: Nationwide Building Society and Council for Mortgage Lenders (CML)
UK’s EU Referendum Outcome Has Not Materially Changed UK Housing Outlook To Date
Significantly more stringent LTV requirements by lenders on new origination post 2007-2008 is supporting continued strong performance
To date, the EU Referendum outcome is having limited impact on house prices with Nationwide House Price Index reporting stable HPI of 0.3% and 0.0% in September and October, respectively, alongside annual house price growth at 4.6% year-on-year
Regions Average price (Q3-16) Annual change this quarter (Q3-16) Annual % change last quarter (Q2-16) North 124,074
Yorks & Humbs 150,823 3.5% 0.8% North West 151,985 4.2% 1.8% East Midlands 169,137 5.4% 4.0% West Midlands 174,934 4.6% 5.1% East Anglia 213,831 7.3% 5.5% Outer South East 267,151 8.0% 8.8% Outer Metropolitan 358,153 9.6% 12.4% London 474,736 7.1% 9.9% South West 229,907 4.6 5.6% Wales 146,172
0.9% Scotland 143,275 2.0% 0.5% N Ireland 130,581 2.4% 1.6% 10 20 30 40 50 60 70 80 90 100 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 <=75% >75%-<=90% >90%<=95% >95%
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Disclaimer
REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES