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SNS: implications for stocks and bonds
Tags: corporate bonds, Intervention, nationalization, SNS
By Gijsbrecht K. of Dommelen | February 3, 2013 | in corporate bonds | 2 Comments »| 889 reads
The Dutch government and the Dutch Central Bank last Friday for a unique event provided. They have the SNS Groep NV nationalized. In itself this is not unique, but unless a law is used just available, the Intervention. This law was introduced a few years ago with the intention to nationalize major financial companies such as banks easier. The government and DNB found the law at the time required for the difficult way first and then Fortis ABNAmro from the fire were helped.
In this article we first pay attention to the procedure followed. Then we address the question that investors are now asking, what does this mean for my shares and subordinated perpetual preferred shares and subordinated perpetual bonds.
We warn you in advance, the matter is extremely complex and surrounded by huge uncertainties in both economic and legal sense. What we have put on paper below is our assessment of the case. It's an opinion. We do not pretend to have the (legal) knowledge to possess a judgment to propound which you can rely in case of damage. Who leads damages must turn to a lawyer.
Intervention
To begin the Minister consider that the financial system in the Netherlands in acute danger because of the problems in which a financial institution is located. The director supervised by DNB (J. Sijbrand) gave the press conference Friday that a bank run threatened. Whenever something about SNS was published DNB saw substantial amounts from the bank run. Sijbrand talked about figures in the order of € 500 million to € 1 billion or even per day. No bank keeps this going and the fact that the amounts were made more acute problems. And since Hunter as finance minister SNS already had regarded as system setting is in trouble SNS direct threat to the Dutch financial system. The law could thus be brought into position. Here nobody will make any difference.
Shares or other securities?
According to the Intervention Act, the Minister 'decisions to expropriation of securities or assets ". He is thus in his right to both equity and subordinated capital also to expropriate.
Intervention Procedures
What should be done? To begin with, the Minister announced that the bank was nationalized. Dijsselbloem Minister indicated that he was not going to the shareholders and the holders of subordinated capital to pay anything. But therewith he walked slightly ahead of the troops.
Because first the Minister 10 days wait to stakeholders the time to lodge an appeal against the nationalization. Those 10 days begin the day after the decision is published. This means that he must wait after 11 February 2013 and if someone is appealing then there are only fourteen days in which the Council of State to hear appeals.
But then, the owners, whose effects are expropriated, entitled to compensation. There must be a formally addressed. This bid is only within 7 days after there is no possibility of appeal or if the appeal is dismissed. The comments about the price (from € 0) last Friday should therefore primarily be seen as a shot across the bow, not an actual bid.
If the Minister has made a bid, then the minister that bid then put to the Enterprise. Literally, the law (we quote):
"The compensation is based on the expected future prospects of the financial undertaking concerned in the situation that no expropriation had taken place, and the price, given that perspective, at the time of expropriation would be realized in a supposed free sale in the course of trade between the expropriated as reasonably acting dispossessor seller and the buyer acting as reasonable. 6:9 paragraph 1 "
If the Enterprise does not agree with the price that the minister calls it proposes a different (higher?) Fixed price, where the minister then must keep.
Previous aid must be discounted
The government has set itself in the Intervention also went further advantage, by believing that aid previously given to the company and which have not yet been repaid in the price of the expropriation must be discounted. The question here is whether the value of the aid must be determined by its value at the time of the expropriation or the value at the time the aid was given. At SNS makes quite a difference, there was still open € 565 million, but it was here in shares convertible debt. If the shares are worth nothing at the time of the expropriation, then this fault no more. Judging by the text of the press conference on Friday, the Minister considers that the aid is fully depreciated.
SNS REAAL NV - Conclusion 1
The first conclusion that can be drawn is that you bid the minister and the opinion thereon of the Enterprise must wait before your loss can be determined. Your shares and bonds rather sell (if at all because the AFM trading in all SNS effects suspended until further notice) seems unwise.
Group equity versus banking assets
The government has nationalized the entire SNS Group. That is the mother (SNS NV) and the banking subsidiary (SNS Bank NV) and the insurance subsidiaries (and all other daughters who are less relevant for our story). The real estate segment, which has caused the current problems, is a subsidiary of the bank. The shares on the stock exchange and the previous support of the state and the SNS Foundation Management are all part of the capital of the mother. The SNS 6.258% perpetual "Capital Securities" in 2007 (see our article on the subject of Jan. 25, 2013) is also part of the capital of the mother.
On the share capital on 31 December 2011 was € 469 million paid. The total equity of the group to the shareholders amounted to € 3.718 billion. On the same date, the carrying amount of the subordinated capital provided by the State and the Foundation gefourneerd € 979 million. The subordinated loans (whose 6.258% perpetual capital securities are part) together worth € 604 million (the balance of SNS REAAL NV) at that time.
On 30 June 2012, the equity of the parent decreased to € 4.791 billion.
Bank Power
The 11.25% SNS perpetual bond, which we wrote last Thursday, is part of the capital of SNS Bank NV. And that goes for the participation certificates, which account holders are sold and in 2012 two series were redeemed for a total amount of € 241 million. The last repayment was in December 2012. Apparently the balance sheet in the eyes of the DNB was still healthy.
Subordinated assets of the insurance subsidiary (s)
And then there are subordinated loans granted by the insurance subsidiary (s) is / are issued. Of the latter, it is assumed that it is not to be stamped. Holders of subordinated capital in insurance subsidiaries lose nothing. Here is a first curious given that undoubtedly arise feed for lawyers will be. The first aid operation in 2008 focused on the insurance of the SNS Group. The DNB guidelines regarding the adjustment of the applicable yield curve (we will not elaborate on the exact meaning of this), the solvency of the company affected and a contributing factor to the ever-worsening of the balance of the mother .
SNS REAAL NV - Conclusion 2
The question that can be asked is why the holders of other subordinated assets are exposed to penalties and holders of the subordinated insurance funds not? In 2008 there was no support for the insurance division was needed, then, the group as a whole and had been better for the cost of a nationalization currently undoubtedly been lower.
Estimated value of the real estate activities
In the press conference last Friday, the Minister an estimate of the impairment in the opinion of the State must be made in the real estate branch of the group. The SNS management itself had the impairment been estimated at € 1.4 at € 2.1 billion, the minister thinks earlier € 2.4 to € 3.2 billion maybe. The Minister relies on a report by Cushman & Wakefield.
The equity of the group leaves room for such depreciation to commit. It would mean that the shareholder, Stichting Beheer SNS and the State (shareholder and lender) completely lose their deposit and the holders of subordinated perpetual securities such as the 6.258% SNS REAAL NV "Capital Securities".
Then there is insufficient capacity to the healthy parts of the business of providing enough power to continue. But these healthy parts also own subordinated capital raised, as we have already shown above and the insurance is the indirect recipient of the first steundie now is depreciated.
The equity of the SNS Bank
In the opinion of DNB was the capital of SNS Bank NV in July 2012 and again in December 2012 in order. Indeed, SNS Bank NV at those times two series of participatory certificates redeemed. These certificates were issued in 2002 on account of SNS Bank. But who the prospectus shall review each come to the conclusion that these certificates were perpetual, subordinated and were part of the "Tier 1" capital goods. This means that an institution such securities only with the express consent of DNB may redeem. And DNB should ensure that heteigen repayment ability of the institution (in this case SNS Bank) are not at risk. But DNB knew in 2011 that the group was not succeeding to the problems in the real estate branch to cope. Apparently there is a difference between the security of the SNS group as a whole and the balance security of SNS Bank NV. An investor should on this basis it can be assumed that the other subordinated capital of the bank is not at risk. And so is the holder of 11.25% SNS Bank NV subordinated perpetual bond from 2009 at least put on the wrong foot as it also must bleed for nationalization.
Discrimination?
Or is it perhaps discrimination of capitalists by DNB (and in its wake the State)? For who can tell us under which the private account that participation certificates of SNS Bank NV have bought more rights to claim, then the holders of the 11.25% SNS Bank subordinated perpetuals? It has been remarkable that DNB with all her knowledge of the situation in 2012 twice consented to subordinated capital a 100% refund to the holders of participation certificates 1 and 2. But even more remarkable is the observation that the government will see if they holders of participation certificates of series 3 (of which € 57 million outstanding) can still compensate (because these certificates in the hands of private individuals would be). Even some of the SNS Bank NV 11.25% subordinated perpetuals is held by non-professional parties.
MiFID
Under the European directive MiFID (introduced in 2007), all investors in the Netherlands by their bank and other financial services such as asset managers in writing to be classified as non-professional, professional party or eligible counterparty. Virtually any private investor is regarded as non-professional party. No distinction is made in whether you own participation certificates and subordinated bonds. So it would be odd if DNB is a difference between investors on the basis of the type of effect that they have purchased.
Duty of care
Incidentally heard in the corridors as an explanation for the redemption at par of such participation certificates that here for SNS Bank a duty of care problem. These certificates are in minimum units of € 100 granted to private account. It is very doubtful whether much of this account has ever known let alone ever understood in what type of effects they have invested. If SNS Bank NV can not demonstrate that the placement of these securities their duty in a proper manner has performed, it may be liable for the losses.
SNS REAAL NV - Conclusion 3
We are extremely interested in the offer document of the Dutch State and the opinion of the Enterprise. For holders of the 11.25% SNS Bank NV subordinated perpetual bonds would sometimes be positively surprised or sufficient dust can have a good lawyer to their position to watch.
Gijsbrecht K. of dozing
Vladeracken Asset
Vladeracken Vermogensbeheer
Disclaimer
The author is responsible for the investment of Vladeracken Ltd, an asset management company with license from the AFM. Vladeracken investor and / or has not invested in the securities discussed here for its clients. This piece is not investment advice. Who in the effects discussed here and in accordance with the methodology discussed here invests or intends to invest do so at their own risk and expense. In this context indicate the author and Vladeracken BV all responsibility for the contents of this section of the manual. The securities discussed represent a high risk.