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Covered Bond Roadshow 01-04 March 2011 1 THIS DOCUMENT IS NOT FOR - PowerPoint PPT Presentation

THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Covered Bond Roadshow 01-04 March 2011 1 THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY


  1. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Covered Bond Roadshow 01-04 March 2011 1

  2. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Disclaimer The distribution of this presentation in other jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, and observe, these restrictions. To the fullest extent permitted by applicable law, Banco Popolare – Società Cooperativa, and the companies of Banco Popolare – Società Cooperativa’s group and their respective directors, members, officers, employees or affiliates (collectively, “Banco Popolare”) discalims any responsibility or liability for the violation of such restrictions by any person. This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Banco Popolare or any member of its group, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Banco Popolare or any member of its group, or any commitment whatsoever. The information contained in this presentation is for background purposes only in the contest of the prospective transaction and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws about Banco Popolare. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates” and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Banco Popolare do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. 2

  3. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Agenda Page 1. Banco Popolare Group Overview 3 2. 9M 2010 Group results at glance 12 3. Capital Adequacy 16 4. Customer Loans and Credit Quality 20 27 5. Funding Strategy and Liquidity Profile 6. Banco Popolare’s OBG Programme 31 7. Banco Popolare’s Mortgage Business and Underwriting Policies 37 8. Cover Pool Description 47 9. Focus on Banca Italease 51 56 Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market 84 3

  4. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Banco Popolare Group at a glance Banco Popolare was established on 1 ° July 2007 from the merger between Banco Popolare di Verona e Novara and Banca Popolare Italiana. Today, Banco Popolare is the 1 st Italian popolare bank per branch number (2,119) and the 4 th largest Italian bank by total assets. Excellent geographical position, with an average branch market share of 10% in the main regions in northern Italy and a deeply rooted network. Core business focused on retail and SME clients (~88% of total revenues). Total assets: € 136.4bn ; Net customer loans: € 96.1bn ; Direct customer deposits: € 102.1bn ; Indirect customer funds: € 77.9bn (of which € 32.1bn AuM). Strengthening of the capital position through: € 2bn capital increase finalised in February 2011 (to be used also for the repayment of € 1.45bn “Tremonti Bonds”); the sale of non- core assets under way; the “soft mandatory” convertible bond issued in March 2010 (i) . Turnaround of Banca Popolare di Lodi starting to bear fruit. Banca Italease: re-organization completed and strong acceleration of the de-risking process (NPLs and watchlist loans of the Release portfolio decreased € 1.7bn YTD, resulting in a reduction of 46% in the stock). Data as of 30/09/2010 (i) Tremonti bond issued in July 2009 for a total of € 1.45bn and SMCN issued in March 2010 for € 1bn. 4

  5. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Benchmarking: Banco Popolare vs. Italian peers ASSETS - € /bn NET CUSTOMER LOANS - € /bn 600 559 1,200 969 500 1,000 379 400 800 677 300 600 200 153 400 243 101 96 136 132 100 200 47 35 58 52 0 0 UCG ISP MPS BP UBI BPER BPM UCG ISP MPS UBI BP BPER BPM DIRECT CUSTOMER FUNDS - € /bn BRANCHES (including outstanding bonds) 12,000 700 10,500 9,585 590 600 9,000 7,669 500 435 7,500 400 6,000 300 4,500 2,980 155 200 3,000 2,178 1,899 104 102 1,296 782 100 1,500 47 36 0 0 UCG ISP MPS BP UBI BPER BPM UCG ISP MPS UBI BP BPER BPM Sources: 9M 2010 Reports. BP branches at the end of 2010 were 2,119 (it is recalled that Caripe had 51 branches). 5

  6. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Banco Popolare Group structure Data as of 31/12/2010 HOLDING Product Companies Network Banks (1,992 branches) # branches indicated in brackets # branches indicated in brackets Private & Investment (36) Banca ALETTI (517) Banking BPV-SGSP Asset Management ALETTI GESTIELLE SGR (251) CREBERG Consumer Credit JV with Credit Agricole AGOS DUCATO (61% CA, 39% BP) (5) EFIBANCA Merchant Banking (416) BP NOVARA Non-Life Bancassurance AVIPOP Assicurazioni JV with AVIVA BP Crema (44) (49% BP, 51% AVIVA) (463) BP LODI Life Bancassurance POPOLARE VITA JV with FONDIARIA-SAI BP Cremona (70) (49% BP, 51% FONSAI) (4) Leasing company BANCA ITALEASE (231) CR LUPILI Does not include Treasury branches (26 outlets), one branch of Banco Popolare Holding and foreign banking subsidiaries in Croatia (35 branches), Hungary (10 branches) and Czech Rep. (7 branches). Banco Popolare signed an agreement to sell 100% of Banco Popolare Ceska Rep by 30/06/2011. In addition, it is recalled that Caripe (51 branches) was sold on 31/12/2010. 6

  7. THIS DOCUMENT IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Branch network located mainly in wealthy northern Italy, with strong positioning in attractive areas (i) (ii) Market share by number of branches Customer loans by geographical area (30/09/10) RoW Economically resilient northern Italy South and 1.3% accounts for more than 70% of the Islands Group’s branch network (more than 7.0% 80% including Tuscany) North- West Centre Branch Market 45.4% Share: 16.4% <1% 1%<=X<2.5% North-East 2.5%<=X<7.5% 7.5%<=X<15% 30.0% => 15% Group franchise at a glance Market share by loans and deposits in some Leading player in the Italian market , mainly  of the main regions (30/09/2010) concentrated in the wealthiest regions, with good market shares in both loans and deposits: Loans Deposits North West: 7.14% (loans) and 6.23% (deposits);  7.95% 8.17% Veneto  North East: 6.85% and 6.43%.  7.11% 5.89% Lombardy  Strong base of domestic retail customers.  7.92% 7.01% Excellent geographical position: Emilia Romagna   average market share by branches in the main  6.69% 5.88% Piedmont  regions about 10% and above 15% in 8 provinces. 8.95% 9.96% Liguria  Franchise quality.  7.39% 7.67% Well-recognized brands in core market regions. Tuscany   (i) All indicated market shares exclude Caripe. (ii) Branch market shares are based on a total of 2,035 domestic branches and are calculated as of 30/09/2010, of which 1,993 of the Banks of the Territory (excl. 51 branches of Caripe), 36 branches of Banca Aletti, 5 outlets of Efibanca and 1 branch for BP Holding. N.B. Deposit market shares are based on the Bank of Italy’s Statistical Bulletin and hence comprise banks’ fund-raising in the form of deposits (with agreed maturity, sight, overnight and redeemable at notice), savings certificates, CDs, current accounts and repos. 7

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