Cagamas Berhad National Mortgage Corporation of Malaysia Presentation to the International Conference on Affordable Housing & Mortgage Financing Organized by State Bank of Pakistan, Islamabad. Mortgage Based Securitisation & Other Market Based Instrument & Finance - Cagamas Experience S. Shanmuganathan Senior Vice President 28 May 2015 Content 2 Securitisation in Malaysia Defined About Cagamas Berhad Securitisation of Government Staff Housing Loan : Case Study Key Highlights Issues and Challenges Impact of Subprime Crisis on Securitisation Key success factors Other market Based Instruments - Mortgage Guarantee Program Role and Impact of Cagamas Securitisation in Malaysia Defined Securitisation: Definition * An arrangement which involves the transfer of assets or risks to a third party where such transfer is funded by the issuance of debt securities or Islamic securities to investors Payments to investors in respect of such debt securities or Islamic securities are principally derived, directly or indirectly, from the cash flows of the assets * Guidelines on the Offering of Asset-Backed Securities issued by the Securities Commission of Malaysia (July 2004) 4 About Cagamas Berhad About Cagamas Berhad 6 Established in 1986 as the National Mortgage Corporation of Malaysia to promote home ownership and growth of the secondary mortgage market in Malaysia. Cagamas issues competitively-priced debt securities to finance the purchase of housing loans/financings from primary lenders Prolific Issuer 2nd largest issuer of debt securities after the Government of Malaysia Largest issuer of AAA debt securities in the Malaysian market Cumulatively issued RM277.1 billion of debt securities since inception with no default experience Regarded by World Bank as most successful secondary mortgage liquidity facility model Outstanding Credit Standing Cagamas debt securities continue to be assigned credit ratings of AAA by RAM Rating Services Berhad (RAM) and Malaysian Rating Corporation Berhad (MARC) No rating downgrade even during the Asian financial crisis Tenure extend up to 20 years and serves as benchmark for other Private Debt Securities (PDS) Multi Currency Funding Platform Assigned local and foreign currency long-term issuer ratings of A3 by Moody's Investors Service which are on par with Malaysia’s sovereign ratings An alternative funding source and allows for widening of investor base to include foreign investors Innovative and Award Winning Transactions 2010: RM1 billion Sukuk al-Amanah Li al-Istithmar (Sukuk ALIm) being the 1st transaction of its kind in the world 2007: RM600 million Synthetic Securitisation of SME Loans being the 1st transaction in the ASEAN region 2005: RM2.05 billion Sukuk Musyarakah Residential Mortgage-Backed Securities (RMBS) being the 1st rated transaction in the world Cagamas Business Model PWR (Liquidity) Model PWOR (Securitisation) Model ORIGINATORS Purchase assets with recourse $ Sales proceeds Purchase assets without recourse CAGAMAS BERHAD Sells Cagamas Bonds/Sukuk $ Bonds/Sukuk proceeds Sells Cagamas Bonds/Sukuk INVESTORS PWR – Purchase With Recourse PWOR – Purchase Without Recourse 7 $ Sales proceeds Asset Warehousing $ Bonds/Sukuk proceeds Purchase assets without recourse $ Sales proceeds CAGAMAS SPV Sells ABS/ Undertakes Synthetic Securitisation Purchase With Recourse Purchase with Recourse Structure Issue debt securities/Sukuk by private placement Investors Grants loans / financing facilities Customer Sells loans/ financing facilities Bank Cash Cagamas Cash/Bonds/Sukuk Lead Managers Issue debt securities/Sukuk by book building process 9 Purchase with Recourse (PWR) What is purchase with recourse: Financial Institution (FI) sells loans/financing facilities to Cagamas No obligation to repurchase at outset. At review date, Cagamas offers a revised rate. If the rate is not acceptable, the loans/financing facilities are repurchased. Institutions we deal with: 10 Financial Institutions Development Financial Institutions Islamic Financial Institutions Government of Malaysia Selected corporations as approved by Board Other sellers as agreed by Intermediary financial institutions under the back-to-back arrangement PWR Facilities & Options Fixed Rate Purchase for price review periods of 1 to 10 years Cagamas rate fixed for the entire review period Floating Rate Purchase for price review periods of 1 to 7 years Floating Cagamas rate pegged at 3 or 6 month KLIBOR plus margin for the entire review period Cagamas rate is reset once every 3/6 month depending on the benchmark Repayment Option 11 FI can elect to pay Cagamas instalment by way of: Principal and Interest/Profit; Interest/Profit only with bullet payment of principal Payment frequency: Monthly Quarterly Half-Yearly Salient Features: Transfer of beneficial ownership Seller remain the registered holders & act as servicer and custodian of security documents FI remain the registered holder and custodian of security documents Pay scheduled instalment to Cagamas regardless whether customer pays Excess of lending rate over Cagamas rate will be retained by FI Repurchase and replace loans/financing which are non-compliant during the contract period On maturity, the FI has the option to repurchase the loans/financing if it does not agree to the new Cagamas rate offered - induce the FI to sell - FI do not have to commit themselves for the remaining life of the loan/financing PWR Retained Functions Retained Functions of the Approved Seller • Collect monthly installments from borrowers in respect of loans/ financing purchased by Cagamas • Take follow-up actions on delinquent loans/financing • Maintain accurate loans/financing accounting records 12 Benefits of PWR 13 Financial Institution Consumers Obtain liquidity at a competitive cost to originate more loans/ financing facilities and enhance lending operations Hedge interest/profit rate risks Tapping the capital market through Cagamas bonds/Sukuk which is rated AAA Fast turnaround time with standardised documentation Obtain easy access to loans/financing facilities at reasonable cost Obtain attractive and affordable loans/financing packages characterised by low interest/profit rates for the initial years Govt. and the Economy Helps to achieve its policy of encouraging home ownership Makes housing loans/financing more affordable to the lower income group without any interest/profit subsidy being incurred by the authorities Encourages property development and related spin-off effects Securitisation of Government Staff Housing Loans : Case Study Mandate from the Government In April 2004, the Government of Malaysia mandated Cagamas to undertake the securitisation of its staff housing loans/financings over a period of time Objectives of securitisation programme Increase the depth and breadth of the domestic capital market Promote asset-backed securities (ABS) as a new tool for raising funds from the capital market Create a pricing benchmark for Malaysia’s ABS market Since 2004, 5 issues of Residential Mortgage-Backed Securities (RMBS) 3 Conventional RMBS issuances: RM6 billion 2 Islamic RMBS issuances: RM4.2 billion 15 Key Transaction Parties Key Transaction Parties Issuing Vehicle: Cagamas MBS Berhad (CMBS) - a wholly-owned subsidiary of Cagamas Holdings Berhad - incorporated as a single purpose entity to securitise the Government’s staff housing loans - an SPV with bankruptcy-remote features - no petition clause for winding up by parties that CMBS contracted with Originator and Servicer: Housing Loans Division of the Ministry of Finance (BPP) - Track record in origination and servicing for its own account Administrator and Transaction Administrator:Cagamas Berhad - Track record in administering this asset class and active role in the transaction from structuring to post-issue - Strong shareholders - BNM, Investment Banks, Commercial Banks and Finance Companies First Deal: Issuance of RM1.555 billion RMBS - Malaysia’s first RMBS transaction backed by a pool of the Government’s staff housing loans - Securitisation of RM1.93 billion Government’s staff housing loans - Issuance of RMBS on 20 October 2004 Second Deal: Issuance of RM2.05 billion Islamic RMBS - First world’s rated issuance of Islamic securities backed by a pool of the Government’s staff Islamic home financing - Securitisation of RM2.84 billion Government’s staff Islamic home financing - Issuance of Islamic RMBS on 8 August 2005 17 First Deal: Issuance of RM1.555 billion RMBS First Deal: Issuance of RM1.555 billion RMBS Cagamas Prepares transaction and servicer reports and performs administrative duties Cagamas MBS GOM (4) Purchase consideration Investors Remits mortgage/ pension payments Collections Account 19 (2) CMBS issues RMBS to onshore and offshore investors (3) CMBS receives RMBS issuance proceeds (3) Proceeds from RMBS Excess proceeds from RMBS issue GOM – Government of Malaysia Transaction Background (1) GOM as originator sells a pool of Government staff housing loans (GSHL) to Cagamas MBS Berhad (CMBS) (2) Issues RMBS (1) Sale of GSHL Transaction Objectives Promote ABS as a new tool for raising funds from the capital market Create pricing benchmark for Malaysia’s ABS market Since 2004, 3 issues of RMBS todate with total issue size of RM6 billion (4) CMBS pays purchase consideration for the GSHL to GOM Transaction Highlights Malaysia’s first RMBS Superior portfolio (GOM originated) Highest credit rating (AAA by domestic rating agencies, RAM and MARC) Short execution time for repeat transactions Favourable regulatory treatment for investors Role of Cagamas Active role in transaction- from structuring to post issuance Transaction Administrator and Administrator (TA&A) track record in administering this asset class Formation of the SPV - CMBS, wholly owned by Cagamas Holdings Berhad First Deal: Summary Terms of the Offering Issuer Issue 20 Cagamas MBS Berhad RM1.555 billion RMBS issue comprising the following tranches: Tenure (Years) Issue Amount (RM million) Maturity Date Coupon Rate (%) Spread over MGS (basis points) 3 580 19-Oct-2007 3.70 18 5 340 20-Oct-2009 4.30 26 7 290 20-Oct-2011 4.95 38 10 345 20-Oct-2014 5.50 45 Rating AAA by Malaysian Rating Corporation Berhad (MARC) and RAM Rating Services Berhad (RAM) Interest Payment Quarterly Issuance Date 20 October 2004 First Deal: Summary Terms of the Offering (Cont’d) Governing Law Laws of Malaysia Portfolio of Assets Government Staff Housing Loans (“GSHL”) with principal outstanding as at 29 February 2004 of RM1.93 billion serviced by pension deductions (“Portfolio”) Security Debenture on the Portfolio Assignment & Charge over Collections Account Assignment of all Issuer’s rights, benefits, interest and title, present and future under the transaction documents including the purchase contract Partial Early Redemption Option On each bond redemption date, in respect of Series 4 on condition after such redemption there remain at least RM66 million in the Collections Account Clean-up call option 10% of the original portfolio outstanding Mandatory Redemption in full 21 The Issuer shall redeem in full all outstanding Bonds on the interest payment date upon material adverse event affecting the Portfolio First Deal: Asset Characteristics Government Staff Housing Loans Subsidised product Typical retail mortgages Typical retail mortgages Matured scheme and operations Matured scheme and operations Key Features Predefined comprehensive origination standard Predefined strict mortgage quantum Non-discretionary servicing 22 First Deal: Asset Characteristics (Cont’d) Eligibility Criteria Borrower is a pensioner Monthly deductions by Bahagian Pencen JPA (the Government’s Pension Division) Pension Due >= Monthly Instalment Mortgage is not in default Mortgage originated > 6 months prior to execution of purchase contract MRTA = Outstanding principal on loan Amount financed are fully disbursed and GOM has fulfilled obligations prior to sale Mortgaged property is not a Malay Reserve Land (selected states), Native Land or Customary Land Predefined strict mortgage quantum 23 First Deal: Portfolio Summary 24 Outstanding principal amount RM1.93 billion (OC of 124.1%) Number of mortgages 68,396 Average mortgage size RM28,302 Weighted average interest rate 4.00% Weighted average seasoning 14.9 years Weighted average term to maturity 11.3 years Weighted average current age 56.6 years Weighted average age at maturity 67.9 years First Deal: Cash Flow Waterfall Collections + Income Collections Account Taxes Servicer Fees Administration Fees RMBS Interest RMBS Principal Early Return of Principal 25 First Deal: Placement Distribution The RMBS issue attracted RM11.1 billion in book size - foreign interest from Hong Kong and Singapore amounting to approximately RM2.2 billion - RM8.9 billion was from domestic institutions 26 Investors comprise financial institutions, asset managers, insurance companies and corporates The tremendous response enabled the issue to be priced competitively at the lower end of the price guidance At the cut-off prices, the book size remained substantial at RM10.6 billion giving an over subscription rate of 5.6 times Second Deal: RM2.05 billion Sukuk Musyarakah RMBS: Structure Cagamas Prepares transaction and servicer reports and performs administrative duties (1) Sale of GSIHFs (2) Issues Sukuk Musyarakah RMBS Cagamas MBS GOM (4) Purchase consideration Investors (3) Proceeds from Sukuk Musyarakah RMBS Transaction Description (1) GOM as originator sells a pool of Government staff Islamic home financing (GSIHF) to Cagamas MBS Berhad (Cagamas MBS) Excess proceeds from Sukuk Musyarakah RMBS issue Remits mortgage/ pension payments GOM – Government of Malaysia 27 Collections Account (2) Cagamas MBS issues Sukuk Musyarakah RMBS to onshore and offshore investors (3) Cagamas MBS receives Sukuk Musyarakah RMBS issuance proceeds (4) Cagamas MBS pays purchase consideration for the GSIHF to GOM RM2.05 billion Sukuk Musyarakah RMBS: Summary Terms Issuer Issue Cagamas MBS Berhad RM2.05 billion Sukuk Musyarakah RMBS issue comprising the following : Tenure (Years) Issue Amount (RM million) 3 250 08-Aug-2008 3.41 27 5 215 06-Aug-2010 3.84 46 7 260 08-Aug-2012 4.24 47 10 515 08-Jul-2015 4.71 51 12 410 08-Aug-2017 5.01 68 15 400 08-Jul-2020 5.27 73 Rating AAA by MARC and RAM Profit payment Quarterly Issuance Date 8 August 2005 28 Maturity Date Profit Rate (%) Spread over MGS (basis points) Cagamas MBS: Issuances and Mortgages Purchased From 2004 – 2007, Cagamas MBS issued RM4.2 billion of Sukuk Musyarakah RMBS relating to 63,325 mortgage obligors ISSUANCE SIZE (RM million) NUMBER OF MORTGAGE OBLIGORS 63,325 4,160 6,025 (59.2%) 29 (40.8%) Islamic Conventional Islamic 168,849 Conventional Key Highlights Key Highlights 31 Superior Portfolio originated by Government of Malaysia (“GOM”) home financing of GOM employees/pensioners monthly instalments deducted at source collections channeled directly by GOM to the Collections Account stringent Eligibility Criteria Robust Structure representations and warranties from GOM replacement/compensation mechanism assumptions derived from historical static pools retrospective collections to ensure timely collections all collections retained in Collections Account until maturity of RMBS prepayment only confined to last Tranche Highest Credit Rating AAA by RAM and MARC over-collateralisation level Key Highlights (Cont’d) Strong Transaction Parties GOM as Servicer Cagamas is the Transaction Administrator and Administrator both RAM and MARC to monitor the performance of Portfolio Regulatory Treatment Secured Asset status 20% Risk Weight under Risk Weighted Capital Ratio Framework Classified as Class 2 Liquefiable Assets status and Yield Slippage of 6% Single Customer Limit confined to credit facilities of CMBS only World’s First Islamic Rated RMBS new asset class in ringgit originated by GOM first rated mortgage-backed Islamic securities that appeal to both Islamic and conventional investors 32 Key Highlights (Cont’d) No distribution of excess cash flows Portfolio sold at a discount SPV is wholly-owned by Cagamas Holdings 33 Quarterly profit distributions Superior credit strength of a GOM-originated pool with yield pick up GOM as Servicer Substitution or Compensation Non discretionary payments Monthly collections deducted at source Issues and Challenges Issues and Challenges Market Environment Excess liquidity in the banking system Healthy banking industry capital position Lower loan/financing growth in the banking sector Historical Data Lack of historical data - Transaction is dependent on the performance of the portfolio. However, there were issues regarding lack of historical data for valuation of the securitised pool - Obtaining historical data was challenging System Requirements Information on loans/financings sold to Cagamas - Need for originator to develop sub-system to tag loans/financings sold to Cagamas - Need to generate the appropriate reports from originator’s system 35 Issues and Challenges Accounting True sale treatment - A true sale or not a true sale If yes, can be derecognised i.e. passing over of risk, reward and control to issuer Taxation Tax implications - Service tax on payment received by the servicer of assets securitised - Stamp duty on transaction documents relating to securitisation Regulatory Securities Commission - Certain exemptions and waivers from Guidelines on ABS BNM - Regulatory treatment for the purpose of facilitating investments 36 Impact of Subprime Crisis on Securitisation 3-Year Cagamas Bonds vs Cagamas RMBS Yield of Cagamas RMBS is higher than Cagamas bonds since the subprime crisis and this has dampened the Malaysian securitisation market 0.80% YIELD DIFFERENTIAL 0.60% 0.40% 0.20% 0.00% -0.20% -0.40% 38 Key Success Factors Key Success Factors Regulatory support from BNM, Securities Commission and other relevant Government agencies Strong counterparties Cagamas branding - use of CMBS successfully contributed towards achieving favorable pricing Superior quality of the underlying assets 40 Appendix Rules and Regulations for Securitisation in Malaysia Guidelines on the Offering of Asset-Backed Securities issued by SC (ABS Guidelines) for the issuance of ABS, the Issuer must seek the approval of the SC by complying with the ABS Guidelines as well as the Guidelines on Private Debt Securities (PDS Guidelines) or the Guidelines on Sukuk (Sukuk Guidelines), where applicable Guidelines on Sukuk issued by SC (Sukuk Guidelines) sets out the requirements which the Issuer must comply: - the requirement for the appointment of Shariah advisors - requirements for specific submission of documents and information to SC Trust Deeds Guidelines issued by SC (TD Guidelines) all issuances will require the Issuer to execute a trust deed unless the issuances are exempted under Schedule 8 of the Capital Markets and Services Act 2007 Prudential Standards on Securitisation Transactions issued by BNM (Prudential Standards) outlined the role and responsibilities of the board of directors and the senior management of banking institutions involved in securitisation activities specify best practices with respect to the general risk management framework in relation to securitisation activities 41 Other Market Based Instruments Mortgage Guarantee Program What is MGP? • MGP offers ‘first loss’ protection on a mortgage portfolio while the mortgage assets remain on the Originator’s books. • By reducing the credit risk on their mortgage loan/financing portfolio, Originators can improve their Capital Adequacy Ratio. 44 Regulatory Treatment on Guarantee Transaction Risk Weighting as per BNM Guideline for Capital Adequacy Ratio Calculation • Capital charge for mortgage loan/financing >90% LTV 45 100% 80% LTV – 90% LTV 50% < 80% LTV 35% Regulatory Treatment on Guarantee Transaction Example of Impact to Originators at 79.90% Guarantee Threshold Pre Guarantee > 90% LTV 80% - 90% LTV 46 Post Guarantee 10.10% - 15.10% LTV Guaranteed 20% capital charge 79.90% LTV 35% capital charge Up to 10.10% LTV Guaranteed 20% capital charge 79.90% LTV 35% capital charge 100% capital charge 50% capital charge Benefits of MGP Capital relief Improves Return on Risk Weighted Capital Portfolio management on concentration risk MGP Improves Earning Stability Transfer credit risk Assets remain on balance sheet 47 Limit Credit Exposure to Acceptable Level Role and Impact of Cagamas Role and Impact of Cagamas Promote home ownership/home accessibility and affordability in Malaysia Link the mortgage market to the capital market Provide access to competitively-priced and longer term funds of up to 20 years Promote the origination of longer tenure house financing, making them more affordable Develop the Islamic financial sector Significant player in the sukuk market - Approx. 16% of Outstanding AAA Sukuk market Approx. 87% of Outstanding AAA Islamic ABS market Enhance the quality of Islamic capital market via structuring of high investment grade sukuk Support the promotion of Malaysia as an International Islamic Financial Centre (MIFC) Develop the Malaysian Capital Market Significant player in the debt securities market - 2nd largest issuer of debt securities after the Government of Malaysia Approx. 23% of Outstanding AAA PDS market Approx. 74% of Outstanding AAA ABS market Provide an alternative form of investment in high quality PDS for investors to invest their surplus funds Enhance and support in the stabilisation of the financial sector Provide credit and portfolio risk management, and capital management solutions Conduit to remove systemic risk in the financial sector 49 Disclaimer This presentation was prepared exclusively for the benefit and internal use of the recipient. This presentation does not carry any right of publication or disclosure to any other party. Neither this presentation nor its content may be used for any other purpose without prior written consent of Cagamas Berhad (“Cagamas”). The information in this presentation reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of any information available from public sources. Except as required by law, Cagamas and their officers, employees, agents and advisers do not accept any responsibility for or liability whatsoever in respect of any loss, liability, claim, damage, cost or expense arising as a consequence (whether directly or indirectly) of reliance upon any information or any statement or opinion contained in this document, nor do they make any representation or warranty (whether expressed or implied) as to the accuracy or completeness of this documents or its contents. This presentation is not an offer documents and cannot give rise to any contract. 50 Contact us Cagamas Berhad Level 32, The Gardens North Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Malaysia Tel: +603-2262 1800 Fax: +603-2282 8125 / +603-2282 9125 www.cagamas.com.my Image: Simon Howden / FreeDigitalPhotos.net 51