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TRUST Investment Bank & National Bank TRUST 1 st Half 2007 Results and Business Strategy 20 September 2007.

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Presentation on theme: "TRUST Investment Bank & National Bank TRUST 1 st Half 2007 Results and Business Strategy 20 September 2007."— Presentation transcript:

1 TRUST Investment Bank & National Bank TRUST 1 st Half 2007 Results and Business Strategy 20 September 2007

2 2 This presentation has been prepared and issued by National Bank TRUST and TRUST Investment Bank (collectively and jointly known as TRUST). This publication is intended for professional and institutional customers. Any information in this presentation is based on data obtained from sources considered to be reliable, but no representations or guarantees are made by TRUST with regard to the accuracy of the data. The opinions and estimates contained herein constitute our best judgment at this date and time, and are subject to change without notice. This presentation is for information purposes, it is not intended to be and should not be construed as an offer or solicitation to acquire, or dispose of any of the securities or issues mentioned in this presentation. TRUST and/or its subsidiaries may use the information in this presentation prior to its publication to its customers. TRUST or its employees may also own or build positions or trade in any such securities, issues, and derivatives thereon and may also sell them whenever considered appropriate. TRUST may also provide banking or other advisory services to interested parties. TRUST accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this presentation. Disclaimer

3 3 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

4 4 Executive Summary The shareholders of Investment Bank TRUST (IBT) and National Bank TRUST (NBT) announced the merger of the two banks on July 17 th, 2007 The merger will optimise both the capital and asset structure of the merged bank Although the merged bank will be a universal bank, the focus of growth will be on the retail and SME portfolios The branch expansion plan will be largely completed by the end of 2008 allowing management to greater focus on achieving higher ROAE targets Including the announced and funded RUB3.4bn capital increase of NBT, the merged bank will have sufficient capital for at least 24 months and will be in the top 20 financial institutions in Russia by capital and assets

5 5 Executive Summary: NBTs Stand Alone Profile What We Are: NBT provides full range of commercial banking services to corporate and private clients. Bank primarily focuses on Retail and SME loans to corporate and individual customers and federal / municipal governmental entities. NBT is a member of Deposit Insurance System. Key Clients: Mass Retail segment, Trade and Service Industries, SME Current Geographical Coverage: Strong presence in cities with population of over 100,000 and satellite towns of large cities Strategic Goal: In the next two years to become a TOP 5 Russian retail and SME bank in Russian regions with high growth potential based on Size of assets Number of clients Coverage of branch network NBT in Figures: 1H 2007 IFRS (RUB mln.) Total Assets:54,977 Net profit (6 month):145 Shareholders equity:5,497 Loan portfolio:32,676 Branch Network as of 20 September, 2007: 171 offices in 118 cities of Russia and in process of opening 42 offices by the end 2007 Employees: 6,357 Ratings: B1, outlook Positive by Moodys B-, outlook Positive by Fitch

6 6 Executive Summary: TIBs Stand-Alone Profile What We Are: TIB provides a full range of investment banking services to corporate and institutional clients. The Banks primary focus is to act as an intermediary between second and lower tier corporate Russia and domestic and international investors. Key products include DCM, ECM, Hybrids, Securitizations, Real Estate, Corporate Finance, Investment Banking and Principal Investments. Key Clients: Primary: Second and lower tier Russian & Ukrainian corporates with an appropriate size within the next 18 months to be seen as a qualified issuer of debt or equity to investors. Investors: Global Hedge Funds, International and Domestic Banks, Insurance Companies, Pension Funds, Private Clients and Asset Managers Location: Moscow based with FSA registered office in London with plans of expansion to Asia (licensed office in Hong Kong) within next 12 months. Strategic Goal: In the next two years: Remain in top 3 domestically owned banks in fixed income credit product (CLNs, Eurobonds, Hybrids) Move into top 3 domestically owned banks participating in IPOs, by number of deals Retain research leadership in Fixed Income and Second Tier Equity TIB in Figures: H1 2007 IFRS (RUB mln.) Total Assets:43,647 Net loss (6 month):(36) Shareholders equity:6,633 2007 YTD League Tables: 1 st Qtr 2007, #2 CLNs (37.5%) 1 st Qtr 2007, #2 Domestic Owned Bank, Eurobonds (1.3%), #17 overall 1H 2007: #1 Domestic owned Bank, Eurobonds and CLN 1H 2007: #3 Domestic Owned Bank, IPOs Employees: 409 Ratings: B1, outlook Positive by Moodys

7 7 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

8 8 Rationale for Merger Focus remains to grow branch network to cover all cities with population greater than 100,000 people. However the management recognises that the expansion plan will discontinue by the end of 2008 –Further asset growth and diversification, namely across retail and SME ROAE is forecasted to start to pick up in 2007 and normalize during 2008 Release app. $150mln of capital from Investment Bank TRUST by optimising asset structure through spin-off of the proprietary position to an asset management structure – needed in 12 months time (including current capital increase) (1) Yukos deposits no longer represent a material component of the group balance sheet (2) Become one of the top 20 Russian banks and reduce cost of funding –For every 50bp improvement to overall effective funding rate the earnings of the merged bank will increase by approximately $13mln leading to an improved ROE of additional app. 2.1% Recognised cost synergies of at least $7.5mln per year; headcount reduction of 80 people Merger advisors: Merrill Lynch as exclusive financial advisor, Allen & Overy as legal counsel and KPMG as auditors and financial advisors (1) See page 47 for further information (2) See page 55 for further information

9 9 Group Strategy Group Business Overview Rationale for Merger Group History & Structure Executive Summary Group Risk Management Group Financial Forecasts Group Merger Implementation Plan

10 10 NBTs History 1995–2002200520062003–2004 NBT (AKB Menatep SPb) was founded as a 50/50 JV between Yukos (Menatep) and Gazprom Servicing Menatep and Gazprom In 2002 Menatep purchased Gazproms stake 2003 IBT management takes over management of NBT May 2004 - Management Buyout (IBT management) Re-branding of TRUST: The Two Banks Hired professional retail banking team May 2005 – MBO fully paid Branch Network & Product Expansion Hired team from one of the top SME banks in Russia Continue Branch Network & Product Expansion Leading Retail and SME Bank New Era March 2005– First Auto Loan April 2005– First Cash Loan July 2005– Retail loan program available at all branches March 2006 – First SME Loan April 2006 – Credit Cards program launched October 2006 – First Mortgage Loan 2005-present

11 11 TIBs History 1998–2003 2006 – 1H2007 Beyond2003–2004 Bank was founded by Group Menetep Leading Fixed Income and Investment Bank in Russia May 2004 - Management Buyout (IBT management) Re-branding of TRUST: The Two Banks September 2006, hired new CEO Restructured institution to meet the demands of clients and investors Built equity platform (trading, research, sales) Opened regulated sales office in London Execution of broader product range Derivatives platform (JV) Expanded distribution with non-exclusive relationships with international banks and funds Alternative Investments (Private Equity, Hedge Fund and Asset Management) Open regulated sales office in Asia New Era Summer 2006– Institutional Investor Ranked Research Team Sept. 2006– TIB $150m, Reg S Eurobond placed. First Capital Markets Transaction post the MBO Dec 2006– First Subordinated CLN placed (BSP) Jan 2007 – Announced Bank restructuring and staff upgrade program April 2007 – First non-group Eurobond lead manger role May 2007 – First Official IPO role (Nutritec & Dixy) 2H2006 to Present

12 12 Management company TRUST (Russia) National bank TRUST (Russia) TRUST Investment Bank (Russia) 68,10% 68,38%99,35% Current Shareholding Structure Yurov Ilia – 18,1699% Beliaev Sergei – 3,8225% Fetisov Nikolai – 1,1589% Terzyan Artashes – 1,031% Yurov Ilia – 18,1699% Beliaev Sergei – 3,8225% Fetisov Nikolai – 1,1589% Terzyan Artashes – 1,031% Beliaev Sergei Other shareholders Other shareholders Yurov Ilia Yurov Ilia Terzyan Artashes Fetisov Nikolai Other shareholders Other shareholders 0,55% Other shareholders 7,44% TIB Holdings Limited (Cyprus) 21,55%16,44%21,55%32,33%8,12% Beliaev Sergei Fetisov Nikolai Yurov Ilia Neaspal Investments Limited (Cyprus) Winsala Investments Limited (Cyprus) 100% Zaploma Investments Limited (Cyprus) 100% 13,66%9,12% Yurov Ilia Yurov Ilia 0,1% 24,18%

13 13 Management company TRUST (Russia) National bank TRUST (Russia) 68,10% 89,24% Pro-forma Post Merger Shareholder Structure Yurov Ilia – 5,99% Beliaev Sergei – 1,25% Fetisov Nikolai – 0,38% Terzyan Artashes – 0,34% Yurov Ilia – 5,99% Beliaev Sergei – 1,25% Fetisov Nikolai – 0,38% Terzyan Artashes – 0,34% Beliaev Sergei Other shareholders Other shareholders Yurov Ilia Yurov Ilia Terzyan Artashes Fetisov Nikolai Other shareholders Other shareholders 2,8% TIB Holdings Limited (Cyprus) 21,55%16,44%21,55%32,33%8,12% Beliaev Sergei Fetisov Nikolai Yurov Ilia Neaspal Investments Limited (Cyprus) Winsala Investments Limited (Cyprus) 100% Zaploma Investments Limited (Cyprus) 100% 13,66%9,12% 7,96% Calculation based on the following numbers NBT BV multiple = 2.5 X IBT multiple Total equity NBT, thousand RUR 5492425 Total equity IBT, thousand RUR 6651134

14 14 Merged Bank Organisational Structure Board of Directors Chairman: Yurov CEO & Chairman of Management Board Eggleton Retail SME Network Origination Markets Research Sales & Syndicate Asset Management President Fetisov Management Committee Chairman: Fetisov CROCOOCFOTreasuryHR Retail Bank Investment & Corporate Bank Committee Chairman: Eggleton CIO

15 15 Group Management Structure (Post Merger) Board of Directors Chairman: Yurov Retail Risk Commitments Committee Technology Committee Products Committee Corporate Risk SME Risk Investment & Corporate Banking Committee Chairman: Eggleton Management Committee Chairman: Fetisov ALCO Committee Chairman: Eggleton Credit Committee Chairman: Yurov

16 16 Biographies – Shareholders and CEO

17 17 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

18 18 Group Strategy Upon the completion of the merger, become and remain one of top 20 Russian banks based on capital, assets, number of clients and branch network in Russian regions with long term recurring ROAE of >20% –In top 5 banks by full city coverage by end of 2008 –In top 5 banks by portfolio and number of retail clients within 3 years –In top 5 SME banks by loan portfolio by the end of 2007 –In top 2 Russian-owned banks league table for CLNs and Eurobond –In top 3 Russian-owned banks league table for IPO by 2009 –At least 2 Institutional Investor ranked team members Continue to provide a full range of banking and investment services to its existing corporate clients, but primarily focus on the retail and SME clients in order to grow the balance sheet while remaining a leader of financial intermediation of Russian corporate sector to international and domestic investors Reduce leverage and absolute MTM securities portfolio across both banks by spinning off IBT proprietary position into asset management JV with internationally recognised partner Focus on ROAE growth through deceleration of branch expansion by the end of 2008 and increased product penetration through the network Utilise the experience of the management and sales department, the large regional network and cross- selling opportunities to increase the scope and depth of its banking business Continue to introduce new risk management systems to make operations within the retail and SME sectors of the business more efficient

19 19 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

20 20 SME Integrated Multi-Product Platform CORPORATERETAIL Auto loans Cash loans Consumer loans Credit cards Savings products Current accounts Funds transfer Safe custody Debit cards Focus on car loans, cash loans and mortgage lending Micro loans Medium loans Small loans Overdrafts Factoring Payments and cash management Savings products Diversify and standardise product lines Working capital facilities Collateralised loans Overdrafts Trade finance Export-import finance Payments and cash Management Treasury products Savings products Reclassify loans less than RUB 30mln to SME, and focus corporate business on loyal client base Further reclassify loans less than RUB 75mln to SME in 2008 Asset management Commercial banking Debt products Equity products Hybrid and structured products Fixed income Equities Derivatives Corporate finance Broaden the product and services base Focus on mid-cap companies CAPITAL MARKETS Investment and Corporate Banking

21 21 Retail Banking Enter TOP 5 by portfolio and number of clients within 3 years Offer the widest and most flexible product lines Focus on mass market segment of clients living in the Russian regions Serve clients in all cities with the population of over 100,000 Number of Clients in Portfolio (000) Net Retail Portfolio Size (RUB bn) Retail Deposits (RUB bn) Retail Strategy CAGR: 48% 66.0 94.0 112.0 157.0 19.0 23.0 27.0 29.0 85.0 128.0 234.0 48.0 19.0 11.0 158.0 1Q 062Q 063Q 064Q 06 183.0 30.0 281.0 68.0 1Q 2007 CashAutoCards 211.0 33.0 341.0 97.0 2Q 2007 2.3 3.2 3.4 2.2 4.1 8.3 8.9 4.5 7.3 11.7 12.3 2004200520061Q 07 4.3 17.5 21.8 3.1 12.7 15.8 07B08E Call DepositsTerm Deposits 3.5 10.010.0 13.513.5 2Q 07 3.4 4.7 4.6 6.5 7.9 1.9 3.2 5.1 5.2 5.3 8.1 10.0 12.2 0.5 0.3 0.2 0.05 13.9 1Q 062Q 063Q 064Q 061Q 07 24.4 7.7 2.8 1.6 5.7 1.1 40.6 14.2 6.7 23.6 0.8 07B08E CashAutoCardsMortgage 10.310.3 5.7 16.9 0.6 2Q 07 0.1

22 22 SME Banking Hired professional team from one of the top Russian SME banks in 2005 At 30.06.2007 SME loans accounted for 13.5% of NBTs total loan portfolio Even though SME lending was launched in March 2006, in 2006 NBT was ranked 9 th among Russian banks by loan portfolio Number of clients at the end of June 2007 reached 8,207 comparing to 3,842 at the end of 2006. It is expected to reach 15,000 by the end of 2007. Factoring business is expected to reach RUB6bn by the end of 2007 and RUB10bn by the end of 2008 SME Loans Classification as of 2Q07 SME Portfolio Size (RUB mln) SME Strategy Overview Diversify SME loan portfolio Increase the range of banking services to SME clients Standardise the products Increase service efficiency Be in top 5 SME bank by loan portfolio by the end of 2007 (1)Doesnt include factoring (2)Off balance sheet factoring of RUB 3.3bn as of 2Q 2007, currently RUB3.5bn (1 ) (2 ) 4,134 9,386 11,372 20,127 18,144 2,638 5,187 34,700 2007B2008E 1,734 22 296 669 48 540 718 2,274 1Q20062Q20063Q20064Q2006 51 2,376 858 3,285 1Q2007 MicroSmall & factoringMedium 156 2,890 1,353 4,399 2Q2007 (2 )

23 23 Pro- forma Corporate Banking Number of corporate clients as of 31 July 2007 was c.13,400 (compared to 13,800 corporate customers as of 31 December 2006) Reorganization: focus on relationship with medium-sized clients (up to RUB 5bn annual turnover), interested in multiple value-added banking services, while small clients are redirected to SME banking Cross-sell opportunities for capital market products to regional customer base Approximately $300mln higher yielding structured deals (collateralised) to be retained on Balance Sheet as support to distribution, however this business is not active through the end of the 2 nd quarter. Widening of existing product range Net Corporate Loans (RUB bn) Corporate Deposits (RUB bn) Overview (1)Expected budget due to withdrawal of Yukos-related deposits during 2007 CAGR: 8% 7.9 17.7 13.113.1 200420052006 14.414.4 1Q 07 18.718.7 23.8 07B08E 14.014.0 2Q 07 16.8 19.9 21.1 1.0 10.5 9.6 17.8 30.7 30.4 200420052006 21.6 9.7 31.3 1Q 07 (1) 11.8 20.6 10.1 12.1 32.7 21.9 07B08E Call DepositsTerm Deposits 16.2 13.1 29.3 2Q 07 (1)

24 24 Capital Markets The Bank provides various services including: –Lending and structured lending –Private placements –Corporate finance –Capital markets (ECM and DCM) –Client flow trading –Research –Sales –Asset management National and international presence through: –450 international clients –400 domestic clients Institutional Investor ranked research team members Strategy Overview Diversify revenue stream and investor base by expanding products and services Focus on mid-cap companies providing bridge to global capital markets Focus on origination to distribution model $13.5m of risk free origination income, including $11.2mln of fee income for 1H 2007 vs. less than $7mln for all 2006. Adjusted Target $25mln for full year 2007

25 25 DEAL FLOW Investment & Corporate Banking Committee CAPITAL MARKETS OVERLAY OriginationMarkets Sales Fixed Income & Equity Products Investment Banking and Structured Solution OriginationDistribution Structured Solutions Prinicpal Investments Real Estate Financial Institutions Corporate TRUST INTERNATIONAL Global Syndication & IBT Alternative Investment Products IBSS Legal Counsel Transaction Management Group Domestic Syndication Research Macro & Quantitative Analysis Fixed Income Equity DCM & Private Placements Corporate Finance and Investment Banking Real Estate Capital Markets Securitization ECM, Hybrids & Private Placements DCM & Private Placements Sales & Distribution Proprietary (Asset Management JV) Client Flow Repo Derivatives (negotiating JV) Corporate Book (Lending & Structured Credit) Fixed Income Primary/Secondary Flow Equity Primary/ Secondary Flow Treasury Funding Treasury Products Alternative Investments Head of International Sales Coordination Head of Domestic Sales Coordination

26 26 Nationwide Branch Network (Domestic Distribution) Network Expansion Targets Source: NBT estimates * - at the end of December 2006 with the exception of NBT Critical Regional Indicators (as of September 20, 2007) The bank owns app. 80% of the branches The average branch reaches break-even at app. 2 years As of 2005 As of 2006 As of 20/09/07 As of 2007 (planned) As of 2008 (planned) Regions 47 50 55 59 70 Cities 74 77 118 150-160 220 Sales offices 125 128 171 190-200 300 *

27 27 Established and Recognised Global Platform (International Distribution)

28 28 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

29 29 Group Risk Management Architecture

30 30 Risk Management Strategy

31 31 Pro-forma Credit Portfolio Diversification Loan Portfolio Regional Breakdown as of 2006YE Privolzhskyj 13.2% Siberia 12.2% Far East 2.5% West 16.2% South 14.0% North-West 8.6% Ural 11.2% Central 22.0% Retail SME Corporate Loan Portfolio Regional Breakdown as of 2Q 2007

32 32 Top 10 Credit Concentration - NBT Credit Portfolio Diversification (Contd) Industry Breakdown as of 2006YE Trading Enterprises Financial Intermediaries Manufacturing Engineering and Metal Processing Construction Energy Chemicals and Petrochemicals Oil and Gas Transport State Administrations Pharmaceuticals Other Individuals Industry Breakdown as of 2Q 2007 Trading Enterprises Financial Intermediaries Manufacturing Engineering and Metal Processing Construction Energy Chemicals and Petrochemicals Oil and Gas Transport State Administrations Pharmaceuticals Other Individuals * Fully repaid as at 30.06.2007 (total amount is RUR 1 945 mln) Top 10 Credit Concentration - IBT

33 33 Credit Portfolio Quality Non-Performing Loans / Total Loans (%)Provisions / Non-Performing Loans (%) Retail NPL / Total Loans (%)SME NPL / Total Loans (%)Corporate NPL / Total Loans (%) 3.80% 6.67% 6.98% 5.23% 5.16% 200520062Q 20072007B2008E 62.85% 61.33% 70.20% 72.23% 77.12% 4.19% 4.28% 3.62% 3.70% 5.12% 200520062Q 20072007B2008E Provision / NPLProvision / Gross Loans 11.33% 11.68% 10.60% 10.00% 20062Q 20072007B2008E Auto 25.7% 24.9%24.9% - - Cash 35.8% 33.6% - - E ffect ive Interest Rate Blended - - 28.0% 21.75% Small 21.0% 19.7%19.7% - - Micro 23.4% 22.8%22.8% - - Blended - - 18.38% 16.38% - - - - - - - - Blended 13.6%13.6% 11.511.5% 16.50% 16.25% 0.25% 0.33% 0.54% 1.30% 20062Q 20072007B2008E 1.80% 2.22% 3.00% 2.50% 20062Q 20072007B2008E

34 34 Managing Retail Credit Risk Risk management targets: 1.Probability of default – 11% 2.Expected losses – 5%-7% 3.Risk based pricing 4.Further diversification of the portfolio Measures applied in 2006/2007 The reorganisation of retail risk management department was completed. Welcome calls were introduced in order to identify frauds at the earliest possible stage. Anti-fraud training and equipment were provided to the retail banking employees to improve their capabilities of spotting fraudulent customers. Credit products were modified or eliminated to avoid high risk combinations, for instance 0% equity auto loans. Credit documentation requirements were standardised and clarified. AutoCashLevel of defaulted loans AUTO CASH 0% 2% 4% 6% 8% 10% 12% 14% 16% 06.200512.200506.200612.200606.2007 Credit cards 0% 2% 4% 6% 8% 10% 12% 14% 06.200512.200506.200612.2006 FPD, first payment default rate TPD, third payment default rate SPD, second payment default rate 0% 5% 10% 15% 20% 25% 06.200512.200506.200612.200606.2007

35 35 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

36 36 NBT - Financial Overview by IFRS2004200520061Q07 Actual (unaudited ) 1H07 Actual (reviewed) Capital 3,5454,1934,3374, 4195, 497 Assets 29,71539,36044,66948,05754,977 Loans (gross) 9,55317,26225,93429,11734,136 Loan / total assets, % 32%44%58%61%62% Amount due to customers 22,25730,56434,86838,34938,787 Net operating income 2,3193,6154,2841,2342,290 Pretax profit 856847303125116 Net interest margin9.28.39.811,511,4 ROAA1.10.80.50,7 ROAE9.37.54.57,46,6 Cost / Income before provisions 87.368.177.474.081.2 Cost / Income70.374.491.788.094.9 CAR24.117.014.214.719.2 Key indicators, RUR mln Key financial ratios, % Headcount 2,6983,5055,529 5,860 6,357

37 37 IBT-Financial Overview by IFRS2004200520061Q07 Actual (unaudited) 1H07 Actual (reviewed) Capital 5,8086,2336,6696,6836,633 Assets 23,10128,34747,39649,54143,646 Financial assets at fair value 9,98213,88834,52835,11931,441 FA at FV / total assets, % 43%49%73%71%72% Payables under repurchase agreements 2,4327,01321,84224,27718,333 Net operating income 2,0272,2621,784293707 Pretax profit 26593826514(36) Net interest margin5.84.43.22.11.9 ROAA1.12.80.50.1-0.2 ROAE9.312.12.80.8-1.1 Cost / Income before provisions87.353.073.093.1100.5 Cost / Income70.358.585.195.4100.4 Key indicators, RUR mln Key financial ratios, % Headcount 537 436 475 387 409

38 38 Timeline: Convergence of Expense to Revenue Generation Capacity This is one of the main profitability drivers of the bank.

39 39 Total assets & loan portfolio. RUR mln. Increasing loan portfolio in assets structure 2006 vs.1Q07 2007 Budget 2Q 2007 NBT – Total assets and Loan portfolio

40 40

41 41 NBT Net Interest Margin less LLP

42 42 Retail 50.0% Corporate 41.3% SME 8.7% NBT - Loan portfolio structure Changes in loan portfolio structure 2006 20052Q07 93% of retail and SME business is conducted in the Regions 2007 Budget

43 43 NBT – Deposit Analysis (Corp and Retail)

44 44 1H2006 to 1H20072006 to 2007 Cash and cash equivalents 0.5% Loans to customers 21.2% Other 3.4% Financial assets through profit and loss 74.8% Financial assets through profit and loss 72.9% Other 8.5% Loans to customers 6.7% Cash and cash equivalents 12.0% TRUST Investment Bank - Assets structure 2007 Budget1H072006 32 581 43 647 21 629 31 441 34.0% 45.4% 10 000 20 000 30 000 40 000 50 000 1H20061H2007 Total assetsFinancial assets at fair value 47 396 41 973 34 528 27 285 -11.4% -21.0% 10 000 20 000 30 000 40 000 50 000 20062007B Total assetsFinancial assets at fair value Financial assets through profit and loss 72.0% Other 10.9% Loans to customers 6.2% Cash and cash equivalents 10.9%

45 45 NBT – 1H07 Effective Interest Rates

46 46 Corporate debt securities 43% OFZ 36% Eurobons of RF 0% Other 21% Corporate debt securities 60% OFZ 5% Eurobons of RF 20% Other 15% Corporate debt securities 58% OFZ 17% Eurobons of RF 11% Other 14% TRUST Investment Bank - Financial assets at fair value structure Changes financial assets at fair value structure 200620051H07

47 47 Rating breakdown of Securities Portfolio - IBT Currency bonds portfolio rating breakdown 52% 1% 3% 7% 16% 9% 2% 8% BBB+/Baa1 (incl. sovereign) BBB/Baa2 BB+/Ba1 BB/Ba2 BB-/Ba3 B+/B1 B/B2 B-/B3 No rating Ruble bond portfolio rating breakdown 21% 0% 1% 19% 1% 6% 4% 3% 44% BBB+/Baa1 (incl. sovereign) BBB/Baa2 BBB-/Baa3 BB+/Ba1 BB/Ba2 BB-/Ba3 B+/B1 B/B2 B-/B3 No rating Ruble bond without rating portfolio breakdown 2% 18% 2% 1% 37% 9% 13% 18% Banks Electric utilities Municipality OFZ Futures Private enterprises State enterprises Subfederal financial institutions Subfederal governments

48 48 TRUST Investment Bank - Liabilities structure Payables under REPO 53% Customer accounts 19% Short term interbank 10% Long term financing 8% Other 10% Payables under REPO 49% Customer accounts 21% Short term interbank 12% Long term financing 10% Other 8% Funding structure 1H0720062007 Payables under REPO 66% Customer accounts 9% Short term interbank 6% Long term financing 12% Other 7%

49 49 Pro-forma Key Ratios; Merged Bank Targets 3 year plan has not been amended due to current market conditions

50 50 Pro-forma Trading Securities (RUB mln) - Proprietary Pro-forma Securities Portfolio – Optimising for the Future Pro-forma Trading Securities (RUB mln) – Client Flow Business In order to optimise the asset structure of the bank and allow the expansion of the retail and SME business, the bank has decided to reduce its position in trading securities to 10% of total assets by the end of 2009 % of total assets 19,69135,688 11,575 16,215 16,258 5,799 941 1,690 1,525 1,376 20052006 36,181 17,089 15,434 2,396 1,262 1Q 2007 17,70410,575 Treasury and Asset Management 6,302 2,227 6,302 2,228 6,120 5,100 2007B2008E Government and municipal bondsCorporate bonds EquitiesAsset Management & Other 1,4944,9744,948 1,357 4,604 370 137 2% 5% 20052006 4,422 526 5% 1Q 2007 6,0567,650 5,483 6,885 765 574 5% 2007B2008E Total Equities Corporate bonds 27,897 11,016 12,949 2,420 1,512 2Q 2007 6,181 6%6% 2Q 2007 6,181

51 51 Pro-forma Funding Structure Increasingly Diversified Funding Structure 20062007 Budget2008E 20062Q 20072008E2009E $400-500mln funding from securitisation $150-300mln new Eurobonds issued $100mln raised in syndicated loans (new) $50-100mln of other securities issued (new) 3Q-4Q 2007 $400-500mln funding from securitisation $350mln new Eurobonds issued $100mln raised in syndicated loans $50-100mln of other securities issued 150-200mln securitisation bond $100mln private placement $100mln one year syndicated loan $20mln NBT sub- debt (Mar) $50mln NBT CLNs (Apr) $200mln NBT Eurobond (May) 150mln funding from securitisation (May) $100mln CLN by NBT (Dec) $150mln Eurobond by IBT (Sep) 2Q 2007

52 52 Total Shareholders Equity (RUB mln) Pro-forma Capital Structure Management estimates that after the merger, National Bank TRUST would reach TOP 20 Russian banks in terms of assets 1.5bln of 3.4bln of announced capital increase has been provided. The remaining 1.9bln will be provided by the end of October Significant room to overperform asset growth targets in model RUB 7bln capacity for tier 2 subdebt issuance Capital Adequacy Ratio Tier 1 RatioTotal Capital Ratio BIS Requirements (8%)Central Bank (10%) Comments CAGR: 29% 12,130 23,367 19,057 15,997 2Q 20072007B2008E2009E 20.6% 18.2% 16.1%16.0% 15.3% 17.6% 16.89% 13.16% 2Q 2007 2007B2008E2009E 14.73% 12.24% 1Q 2007

53 53 Investment Banking Optimal Asset Structure as Department in Merged Bank IBT Asset Structure NBT

54 54 Pro Forma Related Party Transactions Transactions with related parties: Carried out on an arm's-length basis Subject to the same approval procedures and limits as transactions with unrelated parties Amounts Due to RP CustomersLoans to RP 728 543 647 610 6.03% 2.62% 2.31% 1.72% 2004200520061H2007

55 55 Pro-forma Employee Structure Post merger, the group expects a minimal impact to its headcount due to different business operations of the banks being merged; however due to spin-off of proprietary and alternative investments combined with synergies and back office redundancy will lead to savings of at least $7.5mln a year Expected redundancies of appr. 80 people due to merger (23 front office, 57 back/middle office) In light of the banks network expansion plans, management anticipates to have approximately 3,000 new employees to grow the business in 2007 and 2008. The new employees will receive introductory training to ensure that high standards are maintained Headcount not due to increase significantly after 2009 Employee Structure Total: 5,631Total: 6,766Total: 8,200Total: 9,100 20062Q 2007Pro-Forma 2007Pro-Forma 2008 82% 94% 18% 6% 6,357409 IBTNBT

56 56 4 Group Strategy 5 Group Business Overview 2 Rationale for Merger 3 Group History & Structure 1 Executive Summary 6 Group Risk Management 7 Group Financial Forecasts 8 Group Merger Implementation Plan

57 57 Indicative Timetable: Expected Completion in 2Q 2008 Announced Merger to market, staff and regulators on 17 July 2007 Engaged A&O as legal counsel Finalizing Capital Increase of National Bank TRUST by late October 2007 Informal Discussions with regulator on Merger Official request will be filed with CBR during October 2007

58 58 APPENDIX

59 59 Yukos Deposits

60 60 Yukos Related Deposits Post Yukos related company auctions the Unfrozen Yukos-Related deposits have effectively been reduced to zero

61 61 Historical Financials of NBT and IBT

62 62 Balance Sheet (RUB mln) NBT IBT 2005 22006 2Q 2007 2005 22006 2Q 2007 Cash and cash equivalents 13,970 11,147 16,326 5,350 5,696 4,774 Amounts due from credit institutions 15 1,891 1,320 519 Trading securities 7,302 6,150 2,655 13,887 34,529 31,441 Net loans to customers 16,379 24,847 32,676 4,381 3,166 2,695 Total retail loans 4,691 12,715 - - - Corporate 11,688 9,891 SME - 2,241 - - - Property, equipment and intangibles 1,203 1,965 2,633 417 604 582 Tax and other assets 484 546 672 2,421 2,081 3,635 Total Assets 39,360 44,670 54,977 28,347 47,396 43,646 Amounts due to credit institutions 2,875 1,126 1,423 3,959 3,983 4,395 Payables under repurchase agreements - - - 7,013 21,842 18,333 Amounts due to customers 30,564 34,868 38,787 7,235 7,899 7,637 Retail 7,299 11,886 176 - - Corporate 23,265 22,867 7,059 SME - - - - - - Funding from securitisation - - - - - - Obligations to return securities received as collateral - - - 846 1,885 2,092 Debt securities issued 1,002 3,713 8,640 2,714 4,914 4,312 Tax and other liabilities 726 625 630 348 204 244 Total Liabilities 35,167 40,333 49,480 22,114 40,727 37,013 Shareholders' Equity 4,193 4,337 5,497 6,233 6,669 6,633 16,934 11,343 4,399 13,482 25,305 7,899 7,637 4,3813,166 2,695

63 63 Income Statement (RUB mln) NBT IBT 2005 22006 2Q 2007 2005 22006 2Q 2007 Interest income 2,726 4,622 3,337 1,354 2,383 1,558 Due from credit institutions 208 321 243145 290 143 Debt securities and other financial instruments 615 679 179555 1,581 1,126 Reverse repurchase agreements - - 117 62 Loans to customers 1,904 3,622 2,915 440 395 226 Interest expense (788) (1,373) (1,140) (659) (1,439) (1,077) Due to credit institutions (73) (27) (26)(125) (237) (153) Repurchase agreements - - - (301) (739) (617) Deposits by customers (634) (1,247) (870)(109) (225) (116) Debt securities issued (81) (99) (244)(123) (238) (153) Net interest income 1,938 3,249 2,197 695 944 481 Provision for impairment (304) (665) (417) (238) (295) 7 Net interest income after provisions 1,634 2,584 1,780 457 649 488 Feeand commission income 876 925 461 187 318 290 Fee and commission expense (163) (159) (96) (51) (45) (27) Net Fees and commissions 713 766 365 136 274 263 Total operating income 3,310 3,619 2,290 2,262 1,784 707 Operating expense (2,463) (3,317) (2,174) (1,324) (1,518) (748) Salaries and benefits (1,318) (1,855) (1,288) (828) (946) (442) Administrative expenses (815) (1,148) (687) (359) (426) (256) Depreciation and amortization (153) (165) (115) (77) (95) (40) Other expenses (178) (148) (8484) (61) (51) (10) Profit before taxation 847 303 116 938 265 (41) Income tax expense (558) (111) 29 (213) (87) 5 Net income 288 192 145 726 178 (36) -

64 64 Russian Banking Sector Overview

65 65 Russian Banking Sector: Summary Retail lending is increasingly the focus for banks and, despite explosive growth in consumer credit, Russia still lags behind emerging market peers. There is potential for several years of further strong growth in credit card, auto credit, as well as mortgage lending as personal income levels rise Mortgages, although quickly becoming a mass product, still account for only 0.75% of GDP vs. 5.3% in Kazakhstan and 7.3% in Poland and amid enormous demand for new housing, still make up only c.10% of total retail loans Mortgage lending is forecasted to grow by 80% in 2007 There is increasing emphasis on providing banking services in the under-banked regions as economic wealth spreads into the regions responsible for much of Russia's industrial output The key constraints for all Russian banks are capital and funding. With some of the leading private banks growing at over 100% per annum, sourcing capital is challenging VTB successfully listed in May 2007 and several other banks have IPO in the pipeline In 2006, total NPLs of the banking system has increased by 2.5x from $765m as of January 2006 to $2.0bn whereas lending to individuals rose by 75% in 2006 Banking Sector SummaryTotal Assets Total Deposits Source: RosStat, CBR Key Banking Statistics With the fast growth of retail lending, an increasing number of banks face capital constraints as the capital ratio decreases to the minimal level acceptable by the CBR $bn% %

66 66 Source: Deutsche Bank Equity Research (20-Sep-06) and Merrill Lynch Research (23-May-06) Total DepositsMortgagesTotal Banking Assets Russian Banking Sector: Forecasts by Product Car LoansCorporate LoansCredit Cards

67 67 Note: Total banking assets, loans and deposits data as of 31 December 2005 unless otherwise stated Sources: European Banking Federation, Bank of Ukraine, Economist Intelligence Unit and broker research (1)Includes Bulgaria, Czech Republic, Hungary, Poland, Romania, Slovakia and Ukraine (2)Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Norway, Netherlands, Portugal, Spain, Sweden, Switzerland and the United Kingdom Total Loans in % of GDPTotal Deposits in % of GDPBanking Assets in % of GDP Russian Banking Sector: Benchmarking (1) (2)

68 68 Top Russian Banks Main Financial Indicators of Top 20 Banks, as at April 1, 2007 Source: Interfax (1)Includes capital increase of RUB 3.4bn


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