2017 Banks and Financial Tier 2 Capital Issuance Institutions
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Strictly Confidential A leading debt restructuring partner to international 2017 banks and financial Tier 2 Capital Issuance institutions May 1 Important notice The information and the opinions in this presentation have been prepared by Hoist Kredit AB (publ) (the "Issuer") solely for use at a meeting regarding a proposed offering (the "Offering") of Notes (the "Notes") of the Issuer. This presentation and its contents are strictly confidential, are intended only for use by the recipient for information purposes only and may not be copied or reproduced in any form or further distributed to any other person in any manner or published, directly or indirectly, in whole or in part, for any purpose and should not be treated as offering material of any sort. Failure to comply with this restriction may constitute a violation of applicable securities laws. Nothing in this presentation is, nor shall be relied on as, a promise or representation as to the future. By attending this meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following instructions and limitations. Investment in the Notes will also involve certain risks. A summary of the material risks relating to the Offering are set out in the section headed "Risk Factors" in the offering circular dated 16 March 2017 in respect of the Issuer's €1,000,000,000 Euro Medium Term Note Programme (the “Offering Circular”), which is available on the website of the Central Bank of Ireland. There may be additional risks that are currently not considered to be material or of which the Issuer and its advisors or representatives are unaware. This presentation does not constitute or form part of, and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy or subscribe for, Notes in any jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is an advertisement and not a prospectus for the purposes of the applicable measures implementing the Prospectus Directive and does not comprise a prospectus for the purposes of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (together with any applicable implementing measures in any Member States, the “Prospectus Directive"). This presentation is the sole responsibility of the Issuer and has not been approved by any regulatory authority. The information contained in this presentation has not been independently verified. No representation, warranty or undertaking, expressed or implied, is or will be made by the Issuer, Deutsche Bank AG, London Branch, Nordea Bank AB (publ) or their respective affiliates, advisors or representatives (collectively, the "Joint Lead Managers") or any other person as to, and no reliance should be placed on, the truth, fairness, accuracy, completeness or correctness of the information or the opinions contained herein (and whether any information has been omitted from the presentation). Each Joint Lead Manager and, to the extent permitted by law, the Issuer and each of their respective directors, officers, employees, affiliates, advisors and representatives, disclaims all liability whatsoever (in negligence or otherwise) for any loss however arising, directly or indirectly, from any use of this presentation or its contents or otherwise arising in connection with this presentation. This presentation should not be construed as legal, tax, investment or other advice and the recipient is strongly advised to seek their own independent advice in relation to any investment, financial, legal, tax, accounting or regulatory issues discussed herein. The distribution of this presentation and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this presentation or any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This presentation and any materials distributed in connection with this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This presentation is made to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Order"); (iii) high net worth bodies corporate falling within Article 49 of the Order or (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons in (i) to (iv) above together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this presentation or any of its contents. Any investment or investment activity to which this presentation relates is available only to and will only be engaged in with such relevant persons. The information in this presentation is given in confidence and the recipients of this presentation should not engage in any behaviour which would or might amount to market abuse for the purposes of the Market Abuse Regulation ((EU) 596/2014). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The Issuer does not intend to register any portion of the Offering in the United States or conduct a public offering of the Notes in the United States. In order to be eligible to make an investment decision with respect to the Offering, investors must be persons who are not U.S. persons (as defined in Regulation S under the Securities Act) located outside of the United States. The Joint Lead Managers are acting for the Issuer in connection with the proposed Offering and for no one else and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of the Joint Lead Managers, nor for providing advice in relation to the proposed Offering or any other matter referred to herein. Any prospective purchaser of the Notes in the Issuer is recommended to seek its own independent financial advice. The Joint Lead Managers have not authorised the contents of, or any part of, this presentation A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of any rating should be analysed independently from any other rating. 2 Agenda A. Introduction & Credit Highlights B. Capital Position &Transaction Rationale C. Tier 2 Termsheet D. Business Model & Operations Appendix A. Introduction & Credit Highlights This is Hoist Finance Pan-European debt restructuring partner licensed and supervised by The Hoist Way Focus on the SFSA acquisition and management of bank-originated 1. Contact non-performing 2. Open Dialogue loans 3. Agreement A leading debt restructuring partner to international banks and financial institutions Scalable business SEK million 2016 2015 Change Solid business model model delivering with over 20 years Total revenue 2 627 2 247 +17% strong financial experience EBIT 935 675 +39% returns EBIT margin, % 36 30 +6 pp EBT 533 285 +87% Confidential 5 Transaction rationale 1 Non-performing loan portfolios are inherently capital intensive (c.100% risk density) 2 Additional capital will be needed to support Hoist’s medium-term growth potential 3 Tier 2 is a capital efficient complement to other forms of own funds 4 Pre-funding to ensure sufficient firepower for opportunistic acquisitions and to minimise execution risk 5 The contemplated Tier 2 issuance supports Hoist’s ambition of earning an investment grade rating The tender of the legacy SEK 350m Tier 2 and the new EUR denominated Tier 2 issue further improves the quality 6 of capital through tenor extension and mitigates currency mismatch Confidential 6 Key credit highlights 1 20 years of successfully acquiring and collecting on NPL portfolios through the cycle 2 Leading pan-European presence across all stages of the growth and maturity cycle 3 Supportive underlying market trends 4 Proven track record of strategically entering new markets 5 Best-in-class data analytics leading to strong pricing accuracy 6 Regulated status yielding significant benefits in terms of reputation and financial position 77 Highly predictable cash flow backing 8 Strong capital position paired with advantageous liquidity profile Confidential 7 1 20 years of successfully acquiring and collecting on NPL portfolios through the cycle Hoist Finance has grown to one of the largest debt purchasers in Europe while maintaining strong portfolio performance Carrying value of acquired loans (SEK bn) Return on Book (%) Q1 2017 LTM growth +13% 12.8 11.3% 12.7 10.6% 10.3% 10.2% 11.3 10.1% 8.9% 8.9 6.4 3.9 2012 2013 2014 2015 2016 2017 Q1 2012 2013 2014 2015 2016 2017 Q1 Confidential 8 2 Leading pan-European presence… (1) Gross estimated remaining collections Netherlands Germany Sweden (EUR million) 2 collection platforms Headquarters (Stockholm) 1 collection platform (Amsterdam) (Duisburg, Bremen) Funding base (HoistSpar) ~27 employees ~285 employees incl.