Restructuring of Association, splitting of VBAG, wind-down entity. 06 July 2015

Transcription

1 Restructuring of Association, splitting of VBAG, wind-down entity 06 July 2015

2 Contents Restructuring of the Association Splitting of VBAG, wind-down unit Immigon: run-down rundown plan VB Wien-Baden Page 2

3 Current structure of the Association of Volksbanks Association of Volksbanks 51 Institutions ca. 90,000 commercial customers (mainly SME) ca. 1 million private customers 710,000 members Primary banks 39 Regional Volksbanks (the number of primary banks will decrease by way of mergers, by the end of 2017 there will be eight regional Volksbanks and two specialized banks) 5 Specialized banks (Apothekerbank, Ärztebank, IMMO-BANK, Sparda Bank Austria Nord, Sparda Bank Austria Süd) 3 In-house co-operatives 1 Co-operative building society (start:bausparkasse) 48 Primary Institutions (as of 31 December 2014: 4,712 employees, 495 branches) Central organization (CO) provides services to the affiliated credit institutions (the primary banks) Volksbank Wien-Baden AG Volksbank Haftungsgenossenschaft eg Association of Volksbanks deposit protection and Haftungsgesellschaft V nd) of ÖGV ystem by ÖGV schaftsverban ull members o arly warning sy r Genossens ry banks are fu uditing and ea terreichische and the primar Au (Öst VBAG a The legally independent primary institutions and VBAG have established a Kreditinstitute-Verbund (Association of Volksbanks) pursuant to section 30a, Austrian Banking Act based on a joint liability and a joint liquidity scheme. The new Association of Volksbanks became legally effective on 18 September Page 3

4 Restructuring of the Association of Volksbanks Status quo Association 2014 Association s capitalisation sufficient VBAG burdened Association Comprehensive assessment Comprehensive assessment showed capital shortfall of Association of up to EUR 865 m. in 2016 Capital plan Key element is the restructuring of the Association of Volksbanks Restructuring t of the Association Restructuring: VBAG has been transformed into a wind-down entity, restructuring measures are being implemented in the primary banks sector VBAG: split and wind-down VBAG has been split its central organisation functions have been transferred to VB Wien-Baden, the wind-down unit is no longer part of the Association Volksbanks: model 8+2 Larger entities to be established via mergers (8 regional Volksbanks and 2 specialized banks) Page 4

5 Restructuring of the Association of Volksbanks: splitting of VBAG and 8+2 model Demerger of VBAG Implementation of 8+2 model New CO Wind-down entity New CO Transformation of VBAG into a wind-down entity ( immigon ) implemented, winding down of its assets to a large extent until the end of 2017 Transfer of VBAG s central organisation functions to Volksbank Wien-Baden (new CO) Wind-down unit is a partly regulated entity which is no longer subject to regulatory capital requirements Assets allocated to immigon will be wound down in an orderly way outside of the Association Merger of currently 41 regional Volksbanks (with total assets of EUR 0.7 bn. on average) into 8 larger Volksbanks Specialized banks will be merged into 2 institutions Central organisation functions are performed by Volksbank Wien-Baden Unlimited liabilities via cross guarantees Increasing efficiency to be achieved through larger entities and centralisation of functions Page 5

6 8+2 model: total assets and mergers Total assets will be approx. EUR 3.5 bn. on average Year of last merger taking place Total assets in EUR billion (based on 09/2014 figures) Specialized banks Page 6

7 Capital plan Capital plan includes the following measures Key element of the capital plan submitted to ECB on 10 November 2014 is the restructuring of the Association of Volksbanks including the splitting of VBAG, its transformation into a pure wind-down down entity and subsequent withdrawal from the Association. Apart from the restructuring of the Association and of VBAG the capital plan also includes the following measures: Sale of RWA-generating securities Implementation of a securitisation transaction Realisation of hidden reserves from real estate assets Further measures to reduce risk-weighted assets Page 7

8 Contents Restructuring of the Association Splitting of VBAG, wind-down unit Immigon: run-down rundown plan VB Wien-Baden Page 8

9 Development of VBAG s total assets VBAG Group: Total assets (EUR billion) % Reduction of total assets is clearly ahead of target values of the restructuring plan which was concluded with the European Commission in According to the restructuring plan, total assets have to decline to EUR 18.4 bn. by the end of Total assets according to restructuring plan Total assets at year-end Page 9

10 Development of total assets of VBAG s non-core segments Total assets of non-core segments (EUR m.) 23,561 Total assets NC segments 2014 (EUR m.) NC other VBRO NC corporate NC real estate VBLI ,767 1,048 7, ,596 12/ / / / ,326 NC bank book The European Commissions reduction targets for year-end 2017 for the non-core segments (total assets of EUR 4.5 bn.) could be reached by the end of 2014 already. Page 10

11 Splitting of VBAG Splitting of VBAG Splitting of VBAG: Those tasks which VBAG was legally required to undertake in its capacity as the central organisation of the Association of Volksbanks, service functions which VBAG provided to the Volksbank sector and the syndicated loan business were transferred to Volksbank Wien-Baden AG The split has been entered into the commercial register on 04 July 2015 and is now legally effective The wind-down down unit is no longer part of the Association of Volksbanks and has surrendered its banking license VBAG has been transformed into a pure wind-down unit which aims are to rigorously pursue the wind-down process, to repay liabilities at maturity according to schedule (refers to instruments which are not loss-absorbing only) and to ultimately implement its liquidation The wind-down down entity s company name has been changed from Österreichische Volksbanken- Aktiengesellschaft to immigon portfolioabbau ag All bonds and equity instruments issued by VBAG with the exception of covered bonds remain in the wind-down entity. Covered bonds have been transferred to Volksbank k Wien-Baden (issuers of covered bonds require a banking license and are subject to bank supervision) Page 11

12 VBAG demerger statement as of 01 Jan (planned capital write-down is included) Wind-down (immigon) CO (VB Wien-Baden) immigon Loans to credit institutions Non-core loan portfolio Loans to subsidiaries Promissory notes (Volksbanks and investors) Debts evidenced by certificates Upper and lower tier 2 Tier 1 capital Provisions Derivates Trading book bonds Cash reserve Loans and advances to Volksbanks Loans to customers (corporate loans extended together with Volksbanks) Accounts for payment transactions (incl. derivates-clearing/collaterals) Participations Tangible assets Amounts owed to Volksbanks (excluding promissory notes) Amounts owed to customers (excluding promissory notes) Covered Bonds Provisions Bonds (LCR/ECB-eligible) Customer derivatives Trading book (derivatives, no bonds) CO Assets 01/ /2015 Cash, central bank 0 1,351 Loans and advances to credit institutions 2,006 3,006 Loans and advances to customers 1,770 1,432 Fixed-interest securities 1,116 2,320 Participating interests Other assets 1, Total assets 7,084 8,652 Liabilities Amounts owed to credit institutions 1,132 5,468 Amounts owed to customers 1,009 1,028 Debts evidenced by certificates 2,731 1,498 Provisions Other liabilities 1, Lower and upper tier 2 capital Equity 30 7 Participation capital Subscribed capital 30 0 Reserves 2 7 Demerger result -7 0 Total liabilities 7,084 8,652 Page 12

13 Wind-down entity - assets Demerger statement: assets (in EUR m.) 1) immigon (run-down entity Treasury Non-core corporates, real estate Participations, retail, other Cash, central bank Loans and advances to credit institutions 2,006 1, Loans and advances to customers 1, Fixed-income securities 1,116 1, Participating interests Other assets 1,694 1, Total assets 7,084 3,681 1,064 2,339 Total assets (EUR 7.1 bn.) are higher than total assets of non-core segments because of: Core entities (e.g. VB Leasing Finanzierung, VB Factoring) have been allocated to the wind-down unit Liquidity buffer of approximately EUR 500 m. Market values of derivatives for hedging of bonds 1) As of 01 January 2015 Page 13

14 Wind-down entity - liabilities Demerger statement: liabilities 1) Liabilities (in EUR m.) Amounts owed to credit institutions 1,132 Amounts owed to customers 1,009 Debts evidenced by certificates 2,731 Provisions 493 2) Other liabilities 2) 1,112 Subordinated liabilities 578 Own funds 30 Total liabilities and equity 7,084 Tenders for bonds and promissory notes dependent upon the development of the asset side are planned for the years At any point, a liquidity buffer in an amount of EUR 500 m. will be available. 1) As of 01 January ) Other liabilities position comprises market values of derivatives Page 14

15 Maturity profile senior unsecured bonds 2,500 Maturity profile senior unsecured bonds (excluding nostro account) 1) 2,000 1,500 1,000 2,400 2,167 1,909 1,630 1, Senior unsecured 1) In EUR m., including registered bonds Page 15

16 Maturity profile promissory notes 1,200 Maturity profile promissory notes 1) 1, , ,107 1,090 1, Promissory notes 1) In EUR m., subordinated promissory notes in an amount of EUR 33 m. are included in the chart above Page 16

17 Maturity profile subordinated bonds 600 Maturity profile subordinated bonds (excluding nostro account) 1) Subordinated bonds 1) In EUR m. Page 17

18 Non-core treasury Balance sheet item Counterparty Volume 1) Maturity Loans and advances to credit institutions Liability of CO resulting from demerger Liquidity buffer no Short-term Securities Bonds (banks, corporate, sovereigns) 793 Bonds Immobank 113 Securitisations 201 Funds, others 9 Wind down in 2015 Sale together with Immobank Wind down in 2015 Other assets 2) Derivatives with banks/institutional investors 996 Deferred interest 220 Taxes, others 138 Depending on the decrease of liabilities 1) Book value (local GAAP) 2) Immaterial open market risk from remaining runoff derivative trading book positions Page 18

19 Non-core corporates and real estate: swift winding down to be continued Development of total assets (in EUR m.) non-core corporates and real estate t Development of RWA (in EUR m.) non-core corporates and real estate t 9,000 8,000 8,000 7,000 7,000 6,000 6,000 5,000 5,000 4,000 4,000 7,926 6,952 3,000 3,000 2,000 4,944 2,000 2,679 1,000 1,000 1, ,452 2,410 1, According to planning, the non-core corporate and non-core real estate segments are to be wound down completely by the end of Page 19

20 Structure and development of non-core corporate and non-core real estate assets in EUR m. 12/2013 6/2014 9/ / /2015 Corporate financing 1) Real estate financing 1) 1,295 1,084 1, Real estate lease financing 2) Subtotal loans and advances to customers (gross) 2,299 1,862 1,603 1,256 1,149 Real estate projects: investment property including operate lease projects Investments in affiliates: book value (IFRS) Minority interests: VBAG Group s interests in real estate companies 50% Subtotal financial investments Total business volume 2,602 2,106 1,845 1,517 1,359 Risk provisions, assets of the disposal group 3) and other assets Balance sheet total non core 2,679 1,713 1,484 1,301 1,162 Off-balance sheet business Risk weighted assets 2,410 1,796 1,500 1,353 1,158 Loans and advances ances to customers as of 31 March 2015 stood at EUR 1, m., out of which loans in an amount of EUR 534 m. fall into the internal risk category of 5 which corresponds to non-performing loans. Additional run-down provisions of EUR 289 m. in local GAAP (EUR 198 m. in risk provisions and EUR 91 m. in reduced participating interests), not under IFRS. 1) Loans (without liabilities) 2) Data incl. other assets VBRE-Group 3)12/2013: in particular CA Immo, 6/2014: in particular KIKA CZ, Sauerbrunn, 9/2014:Tesco Zlin etc., 12/2014: alternative energy financing, Donau-Portfolio, office buildings Budapest Page 20

21 Non-core corporate and real estate portfolio: regional distribution Regional distribution of non-core corporate and real estate assets 5% 8% 18% 6% Basis: 12/2014: EUR 1.5 bn. 7% 11% 11% 16% 18% In the corporates segment the highest exposures es are in Austria (EUR 120 m.) and in Germany (EUR 80 m.). In the real estate segment Hungary (EUR 260 m.) is followed by Poland (EUR 230 m.) and by Romania and the Czech Republic (EUR 160 m.) each. Austria Hungary Poland Czech Republic Romania Germany Croatia Slovakia Rest 1) 1) Rest: Italy, Slovenia, Greece, Luxembourg, Netherlands, Estonia, Ukraine, Great Britain Page 21

22 Participation, retail, other Assets of the segment particiaptions, retail, other (in EUR m.) Participation, retail, other Sberbank 1) VB Romania 2) VB Leasing Finanzierung 3) VB Leasing International VB Factoring 4) Investment companies Other 5) Cash, central banks Loans and advances to credit institutions Loans and advances to customers Fixed-income securities Participating interests Other assets Assets 2, Closing took place on 07 April ) Vendor loan from sale of Volksbank International, maturity in February ) Repaid at closing of sale of VB Romania to Banca Transilvania on 07 April ) Other assets: intercompany dividend Leasing West 4) Other assets: intercompany dividend and tax group receivables 5) Participating interest include participation in RZB (EUR 158 m.), other assets: intercompany purchase price UBG (local GAAP) EUR 128 m. and tax group receivables (EUR 63 m.) Page 22

23 Participations and subsidiaries Entity VB Leasing International (50:50 joint venture with VR-Leasing) VB Leasing Finanzierung (Leasing business in Austria) VB Factoring Investment companies (KAGs) RZB Status Closing of sale of subsidiaries in Poland, Romania and in the Czech Republic took place in September and October On 02 July 2015 the contract for the sale of the Slovakian subsidiary was signed Market approach for the remaining 4 subsidiaries started at the end of 2014, negotiations with interested parties are under way Currently detailed due diligence via data room and management meetings Closings for the remaining subsidiaries expected for 2015 (alternative for leasing subsidiaries which are not sold: termination of new business and run-down) Run-down planned Run-down planned Signing of the sale of Volksbank Invest Kapitalanlagegesellschaft m.b.h. (VB Invest) and of Immo Kapitalanlage AG (Immo KAG) took place on 03 July 2015 Closing is expected for the third quarter of 2015 Talks with investment banks took place Sales process could be started, but depends on market conditions and certain prospect of success planned for 2016 Page 23

24 Non-core segments: run-down plan , additional provisions were made 1,800 1,600 and date of selling 1,400 1,200 1,000 Based on an expert assessment, each account has been allocated an individual expectation for discount and date of selling Calculation based on preliminary figures 1,258 Loans 6 Loans 5 6: Duration> 2017; provisioned 5: Duration =< 2017; provisioned i Loans 4 4: Duration > 2017; expected high discount Loans 3 3: Duration =< 2017; expected high discount Loans 2 2: Duration > 2017; low/no discount Loans 1 1: Duration =< 2017; low/no discount Leasing receivables Investments in EUR million Total Expected Discount Other loan losses (rating migration, collaterals) Run-down portfolio loan loss provision 212 1) Losses participations (rating migration, property values) ) Run-down portfolio loan loss provision was reduced to EUR 198 m. as of 31 March 2015 due to declining loan volume Page 24

25 Contents Restructuring of the Association Splitting of VBAG, wind-down unit Immigon: run-down rundown plan VB Wien-Baden Page 25

26 Run-down plan Immigon In EUR m. 12/ / / / /2017 Cash, OeNB Loans and advances to credit institutions 2,006 1,780 2, Loans and advances to customers 1,770 1, Fixed-income securities 1, Participating interests Other assets 1,694 1,827 1, Total assets 7,084 6,981 4,483 1, Amounts owed to credit institutions 1,132 1, Amounts owed to customers 1,009 1, Debts evidenced by certificates 2,731 2,609 1, Provisions Other liabilities 1,112 1, Subordinated liabilities Equity Total liabilities and equity 7,084 6,981 4, , Page 26

27 Expected run-down p&l Immigon (local GAAP) In EUR m. 12/ / /2017 Net interest income Income from securities and participating interests Commission result Financial operations Other operating result Operating income General administrative expenses Other operating expenses Operating expenses Operating result Risk result Profit or loss before tax Tax on income Other tax Profit or loss after tax Page 27

28 Contents Restructuring of the Association Splitting of VBAG, wind-down unit Immigon: run-down rundown plan VB Wien-Baden Page 28

29 Opening statement of VB Wien-Baden as of 01 Jan (in EUR) VB Wien-Baden VBAG transfer statement of financial position VB Wien-Baden incl. VBAG CO function ASSETS Cash, balances with central banks 31,057, ,351,229, ,382,286, Debt instruments issued by public authorities that are permitted to be used for refinancing with central banks 10,532, ,010,972, ,021,505, Loans and advances to credit institutions 780,625, ,005,582, ,958,802, Loans and advances to customers 2,404,335, ,432,411, ,851,862, Debt securities 46,307, ,268,000, ,314,307, Equities and other variable-yield securities 23,832, ,143, ,976, Participations 10,764, ,315, ,079, Investments in affiliates 6,803, ,311, ,115, Intangible assets 9, ,770, ,780, Tangible fixed assets 51,287, ,239, ,527, Other assets 11,700, ,449, ,968, Deferred items 8,152, ,183, ,335, ,385,410, ,651,609, ,212,547, LIABILITIES Amounts owed to credit institutions 75,155, ,468,162, ,715,913, Amounts owed to customers 3,061,373, ,027,708, ,104,196, Debts evidenced by certificates 4,895, ,497,904, ,502,799, Other liabilities 6,430, ,892, ,142, Deferred items 193, ,365, ,558, Provisions 28,333, ,468, ,801, Funds for general banking risks 9,500, ,500, Supplementary capital pursuant to Part Two, Title I, Chapter 4 of Regulation (EU) No. 575/ ,726, ,726, Subscribed capital 56,454, ,454, Capital reserves 42,622, ,000, ,622, Retained earnings 25,060, ,060, Liability reserve pursuant to section 57, para. 5 of the Austrian Banking Act (BWG) 35,877, ,877, Annual result 6,855, ,855, Untaxed reserves 1,931, , ,038, ,385,410, ,651,609, ,212,547, Page 29

30 Please contact us for further information Karl Kinsky Tel: +43 (0) Head of Investor Relations Mail: Mail: Manuela Elsensohn-Pauser Tel: +43 (0) Investor Relations Mail: Mail: Page 30

31 Disclaimer This presentation does not constitute or form part of any offer or any invitation to sell or to subscribe for any financial instrument. Neither does it constitute a solicitation it ti of an offer to sell or to subscribe for any financiali instrument. t This presentation ti is made solely l for information purposes and shall not be treatedt as giving i any form of investment advice. This document therefore does not replace appropriate and proper investment advice on the risks of any financial instrument issued by immigon portfolioabbau ag, Volksbank Wien-Baden AG or any of their affiliates, and, in particular, may not be deemed to constitute a full and comprehensive disclosure of all the risk associated with any such investment. This presentation has been furnished to you solely for your information and must not be copied, reproduced, distributed or passed (in whole or in part) to any other person without prior written consent of immigon portfolioabbau ag. The redistribution of this presentation and the information contained herein (in whole or in part) is specifically and strictly prohibited. Please note that there may be forward looking statements in this presentation. Such statements are based on current expectations and are therefore subject to a number of known and unknown risks and uncertainties. The actual results and performances of immigon portfolioabbau ag, Volksbank Wien-Baden AG and any of their affiliates may differ materially from any such expected future result or performance as expressed in or implied by the said forward looking statements. Reasons for such forward looking statements to eventually differ materially from actual results include, among others, various regulatory and economic factors beyond immigon portfolioabbau ag s, Volksbank Wien-Baden AGs or any of their affiliates control. No representation or warranty, express or implied, is made or given by or on behalf of immigon portfolioabbau ag or its directors, officers, employees, affiliates, advisers, representatives or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation. Neither immigon portfolioabbau ag nor any of its directors, officers, employees, affiliates, advisers or representatives nor any other person therefore accepts any liability whatsoever for any loss howsoever arising from any use of or reliance on this presentation or its contents or otherwise arising in connection therewith. All opinions expressed in this presentation are subject to change and no responsibility is assumed to update any information contained herein. Errors and omissions excepted. Information pursuant to Sec. 4 para. 2 of the Austrian Capital Markets Act: in accordance with Sec. 2 of the Austrian Capital Markets Act, the financial instruments referred to in this presentation may only be offered in connection with an approved prospectus. The approved prospectus, including any possible amendments and supplements thereto, for financial instruments of the issuer Volksbank Wien-Baden AG is available under for financial instruments of the issuer immigon portfolioabbau ag under Interested parties may also pick up a free paper-copy of the basic prospectus of financial instruments of the issuer Volksbank Wien- Baden AG at the premises of Volksbanks Wien-Baden AG, Schottengasse 10, 1010 Vienna, for financial instruments of the issuer immigion portfolioabbau ag at the premises of immigon portfolioabbou ag, Peregringasse 2, 1090 Vienna. Page 31