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  • Количество слайдов: 39

Alternative forms of finance Sponsored by Alternative forms of finance Sponsored by

Alternative forms of finance Sponsored by Alternative forms of finance Sponsored by

Adrian Carter Partner Trowers & Hamlins Adrian Carter Partner Trowers & Hamlins

Agenda ■ context/market ■ bond issues ■ private placements ■ sale and leaseback ■ Agenda ■ context/market ■ bond issues ■ private placements ■ sale and leaseback ■ Islamic finance ■ Quasi-equity ■ conclusions

Context/market ■ the Banks ■ £ 3 bn lent/committed in 2010 ■ but ■ Context/market ■ the Banks ■ £ 3 bn lent/committed in 2010 ■ but ■ ■ ■ bank’s own finance Term Margin Backbook re-pricing appetite ■ an obvious need to look at alternatives

Bond issues Why suitable and why now ■ historically attractive ■ less so for Bond issues Why suitable and why now ■ historically attractive ■ less so for last 10 years ■ pricing has converged (5 -6%) ■ availability of funding ■ long term (30 years) ■ suitability for investors ■ Clearly now a real alternative

Bond Issues Recent Issues Circle Anglia £ 399 m 11/10 7. 25% TFC £ Bond Issues Recent Issues Circle Anglia £ 399 m 11/10 7. 25% TFC £ 371 m 04/11 6. 35% L&Q £ 300 m 01/10 5. 55% Sanctuary £ 320 m 09/10 6. 69% Hyde £ 200 m 07/10 5. 12% Notting Hill £ 180 m 07/10 5. 25% Peabody £ 200 m 03/11 5. 25%

Bond Issues What is it? ■ series of IOUs ■ listed on a recognised Bond Issues What is it? ■ series of IOUs ■ listed on a recognised stock exchange ■ marketed to institutional investors through financial intermediaries (but, Pf. P retail) ■ usually underwritten ■ long term, fixed rate

Bond issues Documents and parties ■ offering circular ■ bond trust deed ■ subscription Bond issues Documents and parties ■ offering circular ■ bond trust deed ■ subscription agreement ■ lead manager ■ rating agent ■ security trust deed? ■ financial and other covenants

Bond Structures ■ own name issues ■ treasury vehicle as issuer ■ on-lends to Bond Structures ■ own name issues ■ treasury vehicle as issuer ■ on-lends to RP(s) ■ which to choose? ■ security trust deed ■ marginal accounting advantage ■ but, bank covenant compliance and guarantees

Bond issues Structures ■ groups and clubs ■ issuer as an independent vehicle ■ Bond issues Structures ■ groups and clubs ■ issuer as an independent vehicle ■ THFC ■ HALOS/Haven/FFH etc ■ GB Social Housing and others ■ by far the most used model ■ smaller loans/access for other than the very largest RPs

Bond issues Pros and cons ■ size of issue (£ 150 m+) ■ timing Bond issues Pros and cons ■ size of issue (£ 150 m+) ■ timing issues ■ real available source ■ time consuming (security) ■ short drawdown/no facility ■ cost of carry ■ covenant inflexibility ■ but becoming increasingly covenant light ■ a real alternative, available now

Private Placements What is a private placement? ■ a direct sale by the issuer Private Placements What is a private placement? ■ a direct sale by the issuer of debt securities ■ another series of IOU’s ■ to sophisticated investors ■ long term investments ■ not for resale

Private Placements Investor Market ■ The market ■ US$16 bn in 1990 ■ US$839 Private Placements Investor Market ■ The market ■ US$16 bn in 1990 ■ US$839 bn in 2005 ■ US$45. 7 bn (annual) in 2005 ■ Originally domestic ■ now US market is less than 50% ■ UK accounts for c 10%

Private Placements Investor Market ■ Issues by transaction size ■ majority between US$100 -200 Private Placements Investor Market ■ Issues by transaction size ■ majority between US$100 -200 m ■ UK issues not less than £ 50 m ■ Currencies can be US$/£/€/Yen ■ Issues by maturity ■ 7 -15 years c 75% ■ 15 -30 years 10% ■ exceptionally – 50 years

Private Placements Process and documents ■ transaction preparation – information memorandum ■ marketing – Private Placements Process and documents ■ transaction preparation – information memorandum ■ marketing – investor presentation ■ circling – book building and pricing ■ pricing and closing ■ note purchase agreement ■ US legal advice ■ covenants drawn from domestic loans ■ first fixed charge security

Private Placements Advantages ■ long term fixed rate funding ■ no rating required ■ Private Placements Advantages ■ long term fixed rate funding ■ no rating required ■ sophisticated investors ■ speed of execution ■ standardised documentation ■ confidential market

Private Placements Advantages ■ flexibility of terms and structures ■ reduced documentation requirements ■ Private Placements Advantages ■ flexibility of terms and structures ■ reduced documentation requirements ■ transaction costs ■ issue size ■ timing flexibility

Private Placements Disadvantages ■ investor inexperience ■ no real investor/issuer relationship ■ amendment process Private Placements Disadvantages ■ investor inexperience ■ no real investor/issuer relationship ■ amendment process for documentation can be lengthy

Sale and leaseback ■ disposal of freehold ■ In return for a freehold interest Sale and leaseback ■ disposal of freehold ■ In return for a freehold interest ■ premium receipt ■ rental payment ■ repurchase payment ■ characteristics of a loan

Sale and leaseback ■ tax and accounting treatment ■ security effect ■ covenant light Sale and leaseback ■ tax and accounting treatment ■ security effect ■ covenant light ■ real deals being negotiated as we speak ■ available, if not yet proven

Islamic Finance What is Islamic Finance? ■ a system of financing which complies with Islamic Finance What is Islamic Finance? ■ a system of financing which complies with Islamic law ■ acceptable means of financing for observant Muslims ■ based on Islamic law (Shari’ah) ■ derived from Qu’ran and other sources ■ not a codified system of law – different schools of interpretation

Islamic Finance Principles of Islamic Finance ■ need to achieve justice and equity – Islamic Finance Principles of Islamic Finance ■ need to achieve justice and equity – social enterprise is favoured ■ no profit without risk – but profit is encouraged, assets should be put to profitable use ■ will not finance unlawful (haram) activities eg gambling, alcohol, pork products ■ the Qu’ran prohibits payment of “riba” or interest ■ obvious synergy – needs to be socially responsible and ethical for operations

Islamic Finance Islamic finance worldwide ■ there approximately 300 Islamic financial institutions ■ US Islamic Finance Islamic finance worldwide ■ there approximately 300 Islamic financial institutions ■ US $400 -500 billion of assets under management ■ Islamic banks operate in 40 countries

Islamic Finance Islamic finance worldwide ■ UK – FSA has authorised 6 Islamic banks Islamic Finance Islamic finance worldwide ■ UK – FSA has authorised 6 Islamic banks ■ Islamic Bank of Britain is the only one with a retail business ■ some non-Islamic banks offer Islamic products

Islamic Finance Islamic investment in the social housing sector ■ direct investment in RSLs Islamic Finance Islamic investment in the social housing sector ■ direct investment in RSLs unlikely because of requirement for high levels of debt finance ■ this would not prevent use of Islamic finance to fund individual projects or schemes ■ sale and leaseback model

Islamic Finance Islamic investment in the social housing sector ■ problem: Islamic investors likely Islamic Finance Islamic investment in the social housing sector ■ problem: Islamic investors likely to be looking for shorter terms ■ ■ 5 -7 years – RSLs historically have required 20 -30 years but remember where banks now are margins have been historically low but now increasing so time to reconsider? interested parties, but no transactions yet

Quasi Equity Investment ■ characteristics of RSL and Investor ■ structural options ■ exit Quasi Equity Investment ■ characteristics of RSL and Investor ■ structural options ■ exit arrangements ■ things to think about

Quasi Equity Investment Characteristics of RSL ■ no profit distributions to shareholders ■ access Quasi Equity Investment Characteristics of RSL ■ no profit distributions to shareholders ■ access to HCA funding ■ TSA registration

Quasi Equity Investment Characteristics of Investor ■ shares in risk and reward ■ won’t Quasi Equity Investment Characteristics of Investor ■ shares in risk and reward ■ won’t want management hassle ■ won’t want to jump more regulatory hurdles

Quasi Equity Investment The virtual SPV Investor Funds Return based on performance of asset Quasi Equity Investment The virtual SPV Investor Funds Return based on performance of asset RSL Business Ring fenced assets Funding HCA

Quasi Equity Investment The virtual SPV ■ what is investor funding? ■ cost net Quasi Equity Investment The virtual SPV ■ what is investor funding? ■ cost net of grant ■ security for investor (if any) ■ performance based payment so no guaranteed repayment ■ incentives for RSL to manage well

Quasi Equity Investment The lease model Investor (freehold owner) Rent based on performance of Quasi Equity Investment The lease model Investor (freehold owner) Rent based on performance of asset Lease RSL Tenancies Rent Tenants Funding HCA

Quasi Equity Investment The lease model ■ sale and leaseback – but no fixed Quasi Equity Investment The lease model ■ sale and leaseback – but no fixed return ■ why a lease not a management agreement? ■ avoiding irrecoverable VAT ■ insulating Investor from landlord role ■ allow RSL to access HCA funding

Quasi Equity Investment Exit arrangements ■ long term investment ■ at expiry: ■ ■ Quasi Equity Investment Exit arrangements ■ long term investment ■ at expiry: ■ ■ hand back to Investor with VP buy at then market value or fixed price option or obligation? HCA/TSA view important here

Quasi Equity Investment Conclusion ■ structural solutions possible ■ need to attract investor interest Quasi Equity Investment Conclusion ■ structural solutions possible ■ need to attract investor interest ■ scale and return will be key ■ are RSLs interested in this type of model?

Conclusions ■ dearth of banking lending ■ bonds can replace to a degree ■ Conclusions ■ dearth of banking lending ■ bonds can replace to a degree ■ but there are limitations ■ PP market in its infancy, surety more to come ■ sale and leaseback imminent ■ the rest is, so far, all talk

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