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The South African banking regulator’s position
on covered bonds
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On May 23rd 2011 the South
African Reserve Bank’s (SARB) Office of the Registrar of Banks issued a
guidance note banning South African banks and branches of foreign banks from
issuing covered bonds or from engaging in any structured transaction that was
the economic equivalent of a covered bond.
As covered bond ranks senior to
uninsured depositors as well as to senior, unsecured creditors, the Bank
Supervision Department (BSD) of the SARB was concerned with protecting
depositors.
As South Africa does not have any
scheme protecting depositors, the implications of covered bonds on the local
depositor base would be different to that in, say, the UK where depositors
are protected for the first £85,000 of deposits held with a single authorised
bank.
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The South African banking sector
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Ring-fencing retail from investment
banking is not on the cards and so protecting depositors will need to take
another form, as in the rest of Europe, UK and the US.
According to the SARB, the four
largest South African banks (often called “the Big 4”) are Domestically Systemically
Important Banks (D-SIB) and the SARB is applying many G-SIB proposals to
these Big Four banks. In fact the TLAC (Total Loss Absorbing Capacity)
requirement to be applied to these D-SIBs has been finalised but remains
confidential.
South African banks
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Are dependent
on wholesale, short-term funding
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Tap into a
retail deposit base that is small since most retail savings is channelled into
pension, insurance and money market funds
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Tap into a
larger corporate deposit base but corporate deposits are typically “haircutted”
relative to retail deposits and are therefore not as favourably treated for
purposes of meeting the LCR and NSFR requirements
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Have limited
access to long-term funding in capital markets
SA banks have
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an LCR
shortfall of c. R140bn (SARB; Guidance Note 6; 2013). The LCR of five of six South
African banks tested by the IMF is below 100% but as the IMF noted, the SARB
introduced a CLF (committed liquidity facility) which allowed all banks to
meet the LCR.
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An NSFR of
below 100% with the exception of one bank
Barclays estimates that the five
largest South African banks may need to issue approximately R402bn of listed
debt vs their current outstanding debt of R207bn or a total listed bank debt
of R280bn.
The cost of raising this debt is
likely to be penal, especially if only existing instruments are used. Covered
bonds may be one way of softening the blow on the local banks however, given
South Africa’s lack of a scheme protecting depositors, covered bonds could
subordinate the very people that the new banking regulations are seeking to
protect.
On the other hand, complying with the
LCR and NSFR regulations is going to have an adverse impact on the
profitability of local banks. No doubt the brunt of this pain this will
ultimately be felt on an already stretched
South African consumer, many with high debt burdens.
It is therefore in the country’s
interests to find a solution to this problem.
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What are covered bonds?
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They are senior, bullet instruments of
an issuer (typically a bank) where the bond holder has recourse both to the
issuer as well as an underlying collateral pool.
The bullet payment can be “hard” i.e.
no possibility of extension risk or is can be “soft” with the some option for
the issuer to extend the repayment date by a period, typically no more than
12 months.
Bonds can either be fixed rate or
floating but the majority of issuance globally to date has been fixed rate.
Hard bullets tend to dominate over soft bullets with mortgages being the
overwhelmingly dominant type of collateral.
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What collateral is typical?
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Typically collateral types will be
defined by legislation. In the UK, for example, where legislation was, for a
long time, lacking then collateral types would have been defined in
transaction documents
Typical collateral types
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Mortgages
(residential and commercial)
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Public sector
exposures
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Shipping, SME and
aircraft exposures
Mortgages account for c. 80% of collateral
across global covered bond market and public sector exposures c. 18%.
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What risk is there to a covered bondholder?
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The bondholder is exposed to the risk
of the issuer (the bank) defaulting. In the event that the bank defaults, the
bondholder will have recourse to ring-fenced collateral pool, the nature of
which has been pre-agreed with the bank. On bank default the credit risk
changes from being bank credit risk to credit risk exposure to the underlying
collateral pool.
Should the collateral pool be
insufficient to meet the claims of covered bondholders, then the outstanding
amount becomes a claim against the issuer (the bank) and ranks pari passu
with other senior, unsecured bondholders.
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Why covered bonds differ from
Residential Mortgage Backed Securities?
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RMBS are characterised by
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A pass-through
structure vs a bullet under a covered bonds
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Recourse to the
collateral pool only vs covered bonds having recourse to both the issuer and
the collateral pool
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Credit
enhancement in the form of subordination vs covered bonds where the
enhancement is typically only through over-collateralisation
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What are the structural forms of
covered bonds?
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There are three structural forms – the
first two are typically called “legislative” models and the third a “structured”
model. This terminology arises because some countries did not have covered
bond legislation in place and so sought to make use of existing
securitisation legislation and methods to create the economic equivalent of
covered bonds. Many of these countries have since created the appropriate
legislation blurring the lines between “legislative” and “structured”
markets.
1.
On-balance
sheet
Covered
bond is issued from the balance sheet of an originating bank with the
collateral pool remaining with the originator but ring-fenced in case of
insolvency.
2.
Specialist Bank
Principle
The
bank that wishes to access covered bond financing establishes a wholly-owned
subsidiary to which it transfers the collateral pool. The subsidiary issues
the covered bond which is backed by the transferred collateral pool.
3.
Structured/guarantor
model
Covered
bonds are issued by the bank as unsecured obligations. Money raised by issuing
the bonds is then lent to a limited liability SPV which then acquires the
collateral pool using the loan proceeds. The SPV then guarantees the
unsecured bonds and will use the collateral to pay bondholders in the event
of the issuer’s insolvency.
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Where might covered bonds feature in SA
fixed income mandates?
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Covered bonds rank right at the top of
an issuing bank’s capital structure – above uninsured depositors (in the case
of SA, that is all depositors!) and senior, unsecured bondholders.
In a South African context, given the
D-SIB recognition by the SARB, then the credit risk related to covered bonds
(should they come into existence) issued by the Big 4 banks may lie just
below that of the debt of State Owned Companies
A ranking of credit risk in the SA
market may look (from highest to lowest) as follows
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South African
government bonds
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Government guaranteed
bonds issued by State-owned Companies
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Non-government guaranteed
senior debt issued by State Owned Companies
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Covered bonds
issued by Big 4 SA banks
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Senior,
unsecured Big 4 bank debt
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Other bank
debt/ Corporate debt / Old-style bank sub-debt / new style bank sub-debt
It is therefore very likely that fixed
income managers are likely to view covered bonds somewhere between non-government
guaranteed bonds issued by State Owned Companies and senior, unsecured Big 4 bank
debt when looking for yield enhancement in fixed income mandates managed against
both market and liability benchmarks.
Assuming that SA Big 4 banks do
ultimately issue covered bonds, then depending on the level of spreads on
offer, the potential danger for SOC issuers is that covered bonds may be seen
to offer a more attractive risk-adjusted return that their non-government
guaranteed debt especially given the D-SIB status of the Big 4 SA banks.
Certainly, in the early stages of any
such market developing the natural process of price-discovery in the early
days may create opportunities for those investors whose mandates are flexible
enough to allow their fund managers room to invest in covered bonds.
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Key market statistics globally
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1.
Largest covered
bond market is Germany followed by Denmark, Spain, France and Sweden.
2.
2/3rds of
covered bonds are denominated in Euros.
3.
Bank in Spain
and Denmark are the largest issuers of mortgage-backed covered bonds.
4.
German banks
are the largest issuers of public-sector backed covered bonds.
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