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Nigeria Bond Analysis | Public Credit Rating Nigeria Mortgage Refinance Company Plc N140bn Medium Term Note Programme (Series 1 Bonds) Nigeria Bond Analysis September 2017 Key Counterparties: Issuer: Nigeria Mortgage Refinance Company Plc Issuer’s long-term national scale credit rating: Rating: BBB+(NG) (expiring 30 August 2018) Rating Watch Guarantor: Federal Government of Nigeria (“FGN”) Trustees: STL Trustees Limited Stanbic IBTC Trustees Limited Account Bank/Paying Agent: Standard Chartered Bank Limited Summary of Transaction: Programme limit N140bn Issue amount (Series 1) N8bn Outstanding amount N7.68bn Ranking Senior secured/ Unsubordinated Issue date 29 July 2015 Maturity date 29 July 2030 Coupon (Series 1) 14.9% Rating History: Initial rating ^ (November 2015) Long-term: AAA(NG)(sf) Rating outlook: Stable Last rating (August 2016) Long-term: AAA(NG)(sf) Rating outlook: Stable ^Final rating. Related Methodologies/Research: Global Master Criteria for Rating Banks and Other Financial Institutions, updated March 2017 Global Credit Linked Note and Repackaging Vehicle Rating Criteria, updated May 2017 Glossary of Terms/Ratios, February 2016 GCR Contacts: Primary analyst: Julius Adekeye Senior Credit Analysts [email protected] Committee Chairperson: Dave King [email protected] Analyst location: Nigeria Tel:+2341 462-2545 Website: www.globalratings.com.ng Transaction summary The Series 1 Bonds (“the Bonds, “debt Issue, “the Issue”) were issued on 29 July 2015 under Nigeria Mortgage Refinance Company Plc’s (“NMRC”, “the Issuer”, “the company”) N140bn Debt Issuance Programme (“DIP”). The DIP is backed by a resolution of NMRC’s Board of Directors (“Board”), which authorises the Issuer to issue the Bonds in series, different forms, and under different terms and conditions as may be deemed fit by the Board. The Series 1 Bonds (pay-through fixed rate notes) constitute direct, senior secured, unconditional and unsubordinated obligations of the Issuer, ranking pari-passu, without any preference among themselves. The Series 1 Bonds are backed by FGN guarantee. FGN unconditionally and irrevocably guarantees to the Trustees for the benefit of the Bondholders, by way of revolving and continuing guarantee, the due and punctual observance and performance by the Issuer of all its payment obligations in respect of all and any sums (including the principal and interest) due and payable by the Issuer under the Series 1 Bonds. In addition, all payment obligations under the Issue (except otherwise provided for by applicable laws) rank at least equal with all other present or future secured or unsubordinated payment obligations of both the Issuer and the Guarantor. Note must be taken of the fact that the rating accorded to the Series 1 Bonds relates to timely payment of interest and principal. The rating exclude an assessment of the Issuer’s ability to pay any (early repayment) penalties. Summary rating rationale The Issuer has been on track in the execution of its maiden five-year strategic plan, with notable progress evident in the area of market development (particularly, the development and implementation of generally accepted uniform underwriting standards (“UUS”) to benefit potential borrowers and enable them to purchase homes from developers at affordable prices). However, the pace of advancement in mortgage re-financing activities was initially constrained by the dearth of eligible mortgages and, more recently, high funding costs. According to the Joint Trustees’ performance reports on the Series 1 Bonds (up to August 2017), the Issuer has been fulfilling its obligations under the Issue on a timeous basis, with no recourse to the FGN Guarantee. Global Credit Rating Company Limited (“GCR”) has accorded the NMRC Bond, which is unconditionally and irrevocably guaranteed by FGN, a long-term national scale rating of AAA(NG)(sf), as the rating of the Bonds is credit linked to the rating of the FGN in its capacity as Guarantor. The rating accorded to the Bonds is solely dependent on the validity of the FGN Guarantee and the ability of the FGN to pay all sums of money the Issuer may have failed to pay, when due, in accordance with the Series 1 Bonds’ Trust Deed. GCR received a legal opinion from the solicitor to the Bond Trustees (G. Elias & Co. (Solicitors and Advocates)), dated 13 May 2015, stating that the FGN Guarantee represents the legal, valid and binding obligations of the Guarantor and is enforceable against it in accordance with the terms of the Guarantee. GCR relied on this legal opinion to accord the rating to the Series 1 Bonds. However, it should be noted that the legal opinion has not been reviewed by another external legal counsel. The rating accorded should not be viewed as a replacement of the legal advice that investors should seek on the validity and enforceability of the Transaction Documents and the FGN Guarantee. Should the rating of the Guarantor change, the rating of the Series 1 Bonds may also change, but not necessarily in the same quantum. Security class Amount Rating Scale Rating Rating outlook Expiry date Senior Secured Bond N7.68bn National AAA(NG)(sf) Stable August 2018

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Page 1: Nigeria Mortgage Refinance Company Plc N140bn Medium …...Trustees Limited, a subsidiary of FBN Holdings Plc. The company has operated in the local market for over 30 years. Account

Nigeria Bond Analysis | Public Credit Rating

Nigeria Mortgage Refinance Company Plc N140bn Medium Term Note Programme (Series 1 Bonds)

Nigeria Bond Analysis September 2017

Key Counterparties:

Issuer:

Nigeria Mortgage Refinance Company Plc

Issuer’s long-term national scale credit rating:

Rating: BBB+(NG) (expiring 30 August 2018)

Rating Watch Guarantor:

Federal Government of Nigeria (“FGN”)

Trustees:

STL Trustees Limited

Stanbic IBTC Trustees Limited

Account Bank/Paying Agent:

Standard Chartered Bank Limited

Summary of Transaction:

Programme limit N140bn

Issue amount (Series 1) N8bn

Outstanding amount N7.68bn

Ranking Senior secured/

Unsubordinated

Issue date 29 July 2015

Maturity date 29 July 2030

Coupon (Series 1) 14.9%

Rating History:

Initial rating^ (November 2015)

Long-term: AAA(NG)(sf)

Rating outlook: Stable

Last rating (August 2016)

Long-term: AAA(NG)(sf)

Rating outlook: Stable

^Final rating.

Related Methodologies/Research:

Global Master Criteria for Rating Banks and

Other Financial Institutions, updated March

2017

Global Credit Linked Note and Repackaging

Vehicle Rating Criteria, updated May 2017

Glossary of Terms/Ratios, February 2016

GCR Contacts:

Primary analyst:

Julius Adekeye

Senior Credit Analysts

[email protected]

Committee Chairperson:

Dave King

[email protected]

Analyst location: Nigeria

Tel:+2341 462-2545

Website: www.globalratings.com.ng

Transaction summary

The Series 1 Bonds (“the Bonds, “debt Issue, “the Issue”) were issued on 29 July

2015 under Nigeria Mortgage Refinance Company Plc’s (“NMRC”, “the Issuer”,

“the company”) N140bn Debt Issuance Programme (“DIP”). The DIP is backed by a

resolution of NMRC’s Board of Directors (“Board”), which authorises the Issuer to

issue the Bonds in series, different forms, and under different terms and conditions as

may be deemed fit by the Board. The Series 1 Bonds (pay-through fixed rate notes)

constitute direct, senior secured, unconditional and unsubordinated obligations of the

Issuer, ranking pari-passu, without any preference among themselves.

The Series 1 Bonds are backed by FGN guarantee. FGN unconditionally and

irrevocably guarantees to the Trustees for the benefit of the Bondholders, by way of

revolving and continuing guarantee, the due and punctual observance and

performance by the Issuer of all its payment obligations in respect of all and any

sums (including the principal and interest) due and payable by the Issuer under the

Series 1 Bonds. In addition, all payment obligations under the Issue (except

otherwise provided for by applicable laws) rank at least equal with all other present

or future secured or unsubordinated payment obligations of both the Issuer and the

Guarantor.

Note must be taken of the fact that the rating accorded to the Series 1 Bonds relates

to timely payment of interest and principal. The rating exclude an assessment of the

Issuer’s ability to pay any (early repayment) penalties.

Summary rating rationale

The Issuer has been on track in the execution of its maiden five-year strategic

plan, with notable progress evident in the area of market development

(particularly, the development and implementation of generally accepted uniform

underwriting standards (“UUS”) to benefit potential borrowers and enable them

to purchase homes from developers at affordable prices). However, the pace of

advancement in mortgage re-financing activities was initially constrained by the

dearth of eligible mortgages and, more recently, high funding costs.

According to the Joint Trustees’ performance reports on the Series 1 Bonds (up

to August 2017), the Issuer has been fulfilling its obligations under the Issue on a

timeous basis, with no recourse to the FGN Guarantee.

Global Credit Rating Company Limited (“GCR”) has accorded the NMRC Bond,

which is unconditionally and irrevocably guaranteed by FGN, a long-term

national scale rating of AAA(NG)(sf), as the rating of the Bonds is credit linked to

the rating of the FGN in its capacity as Guarantor. The rating accorded to the

Bonds is solely dependent on the validity of the FGN Guarantee and the ability of

the FGN to pay all sums of money the Issuer may have failed to pay, when due,

in accordance with the Series 1 Bonds’ Trust Deed.

GCR received a legal opinion from the solicitor to the Bond Trustees (G. Elias &

Co. (Solicitors and Advocates)), dated 13 May 2015, stating that the FGN

Guarantee represents the legal, valid and binding obligations of the Guarantor

and is enforceable against it in accordance with the terms of the Guarantee. GCR

relied on this legal opinion to accord the rating to the Series 1 Bonds. However, it

should be noted that the legal opinion has not been reviewed by another external

legal counsel. The rating accorded should not be viewed as a replacement of the

legal advice that investors should seek on the validity and enforceability of the

Transaction Documents and the FGN Guarantee.

Should the rating of the Guarantor change, the rating of the Series 1 Bonds may

also change, but not necessarily in the same quantum.

Security class Amount Rating Scale Rating Rating outlook Expiry date

Senior Secured Bond N7.68bn National AAA(NG)(sf) Stable August 2018

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Details of the Bonds

NMRC has raised an aggregate sum of N8bn through

the issuance of pay-through fixed rate notes, being

the first tranche of its N140bn DIP. Key

characteristics of the Issue are shown in Table 1.

Table 1: Basic features Series 1

Amount N8bn

Maturity profile (legal) 15 years

Issue date 29 July 2015

Maturity date 29 July 2030

Par value N1,000

Coupon rate 14.9%

Ranking Senior secured

Source: Series 1 Supplemental Shelf Prospectus.

Status of the Bonds

The Bonds constitute direct, senior secured,

unconditional and unsubordinated obligations of the

Issuer, ranking pari-passu, without any preference

among themselves. Furthermore, all payment

obligations under the Issue (except as otherwise

provided for by applicable laws) rank at least equal

with all other present or future secured or

unsubordinated payment obligations of both the

Issuer and the Guarantor.

Use of proceeds

According to the placement documents, the net

proceeds of the Offer, amounting to N7.72bn are to

be applied towards refinancing eligible mortgage

loans originated by eligible mortgage lending banks.

At 30 June 2017, the net proceeds of the Series 1

Bonds had been fully utilised for this purpose.

Other key features

Optional redemption/ early redemption

The Bonds are callable at the option of the Issuer

after 10 years (i.e., from 29 July 2025), subject to a

notice period of 20-60 days. The Issuer may also

redeem all outstanding Bonds due to a change in

legislation, taxation and occurrence of an Event of

Default, which is defined as:

Payment default: Issuer’s failure to pay any

amount due (interest or principal) under the

Bonds on its due date, where such payment

remains outstanding for more than 10 business

days.

Cross default: Where any indebtedness of the

Issuer in excess of N500m (or its equivalent in

other currencies) remains outstanding for more

than 10 days after the due date.

Breach of other obligations: Issuer’s failure to

comply with its other obligations under the Bond

Issue, and where such can be remedied, failure to

remedy the non-compliance within 20 days after

a written notice from the Trustees requiring such

remedy.

Insolvency: Where the Issuer becomes insolvent.

Unenforceability of obligations: Where any of

the Series 1 Bonds, the Trust deed, and/or final

terms become(s) void or unenforceable.

An occurrence of any of these events would result in

an early redemption of the Bonds.

Guarantee

Per the Deed of Guarantee, dated 30 April 2015, FGN

unconditionally and irrevocably guarantees to the

Trustees for the benefit of the Bondholders, by way

of revolving and continuing guarantee the due and

punctual observance and performance by the Issuer of

all its payment obligations in respect of all and any

sums (including the principal and interest) due and

payable by the Issuer under, arising from or in

relation to Bonds issued by NMRC for an amount not

exceeding N440bn, provided that the initial guarantee

amount shall be N50bn, followed by a further

N50bn, after which a review of the programme’s

efficacy and impact on affordable mortgages in

Nigeria will be performed before such other amounts

may be extended by the Guarantor.

Coupon payment

Interest on the Bonds is accrued at 14.9% per annum

from 29 July 2015, and payable on a quarterly basis.

Principal repayment

Principal repayment is on an amortised basis,

whereby the principal payment due (“scheduled

principal”) and unscheduled principal payment (from

excess funds available from the Bonds’ mortgage

portfolio for this purpose after the payment of the

scheduled principal) are to be made on each coupon

payment date.

According to the Joint Trustees’ performance report

on the Bonds, the Issuer has fulfilled its obligations

under the Issue on a timeous basis, with no recourse

to the FGN Guarantee, from issue to date. Interest

totaling N2.2bn and principal totaling N318.14m had

been paid on the Bonds up to 30 June 2017, with the

outstanding principal amounting to N7.68bn as at this

date.

Table 2: Performance to date Principal payment

Interest payment

Total paymen

t Payment date N’m N’m N’m

15/9/2015 19.71 157.18 176.89

15/12/2015 38.10 297.27 335.37

15/3/2016 39.52 295.85 335.37

15/6/2016 40.99 294.37 335.37

15/9/2016 42.52 292.85 335.37

15/12/2016 44.10 291.26 335.37

15/3/2017 45.75 289.62 335.37

15/6/2017 47.45 287.92 335.37

Total 318.14 2,206.32 2,524.48

Source: Joint Trustees’ report.

Security

The Issuer has created a security interest in the

transaction accounts in favour of the Security Trustee

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Nigeria Bond Analysis | Public Credit Rating Page 3

on behalf of the Trustees via a first ranking fixed

charge in accordance with the terms and conditions of

the Security Trust Deed. Likewise, the Issuer has

assigned via security, subject to a provision for re-

assignment on redemption of its obligations under the

Trust Deed, its present and future rights, benefits,

interests, claims and proceeds of payment under the

Security Trust Deed and the Master Purchase,

Refinance and Servicing Agreement.

Undertakings by the Issuer

In line with Issuer’s undertakings, the Series 1 Bonds

have been listed on the FMDQ1 quotation platform,

and the listing is expected to be maintained until the

Maturity Date.

Key transaction parties

Issuing House

The Issuing House is Dunn Loren Merrifield

Advisory Partners Limited.

Note Trustees

STL Trustees Limited (formerly Skye Trustees

Limited) and Stanbic IBTC Trustees Limited are

jointly the Note Trustees to the Series 1 Bonds. Both

Trustees possess relevant experience in the local

market. STL Trustees Limited’s experience in the

local market spanned over two decades, while that of

Stanbic IBTC Trustees is around six years.

Security Trustee

The Security Trustee to the Series 1 Bonds is FBN

Trustees Limited, a subsidiary of FBN Holdings Plc.

The company has operated in the local market for

over 30 years.

Account Bank/Paying agent

The appointed Account Bank and Paying Agent is

Standard Chartered Bank Limited (“SCBL”), a

wholly owned subsidiary of Standard Chartered Bank

Plc. SCBL is one of the foreign banks in Nigeria and

the parent currently has an international scale long-

term issuer credit rating of A+.

Guarantor

The FGN, as represented by the Federal Ministry of

Finance through a Deed of Guarantee, dated 30 April

2015, entered into with the Issuer, unconditionally

and irrevocably guaranteed to the Trustees (for the

benefit of the Bondholders) the punctual performance

of all payment obligations (principal and interest) of

the Issuer under the Series 1 Bonds. Therefore, the

rating of the Bonds is dependent upon the AAA(NG)

long term national scale credit rating of the FGN. Any

change in the rating of FGN could potentially have an

impact on the rating of the Bonds.

1 FMDQ OTC Plc is a Securities and Exchange Commission (“SEC”) licensed over-the-counter (“OTC”) market securities exchange.

Issuer

NMRC was incorporated as a public liability

company in June 2013 and thereafter licensed as a

mortgage refinancing company by Central Bank of

Nigeria (“CBN”) in February 2015, with operations

commencing immediately. NMRC was established as

a private sector entity with a public purpose (being

development of the primary and secondary mortgage

markets in Nigeria, by raising long-term funds from

both local and foreign capital markets). Accordingly,

NMRC’s key mandate is to purchase qualifying

mortgage loans from primary mortgage banks

(“PMBs”) and other banks, and to provide mortgage

lenders with long-term fixed rate funds to expand

their operational scale and ultimately better serve the

mass market sector of the economy.

Organisational profile

Ownership

NMRC’s ownership base expanded from 21

shareholders at FY16 to 27 shareholders at 31 July

2017, as an additional five PMBs and a non-bank

institution financial institution invested in the

company in the current year. Consequently, NMRC is

presently owned by two FGN-related institutions, 19

PMBs, four commercial banks and two non-bank

financial institutions2. However, the equity stake of

the FGN-related institutions is expected to reduce

going forward, as NMRC’s code of corporate

governance caps public sector shareholding in the

company at 10% (although no definite timeline has

been set in this regard).

Corporate governance structure

NMRC’s governance structure (in terms of board

composition), is considered satisfactory. The board

comprised 13 members (three executive directors and

ten non-executive directors (including an independent

Chairman and three other independent directors). The

membership of the board was increased from 12 to 13

directors following the appointment of the current

Chairman, Dr. Charles Okeahalam, in April 2016. Dr.

Okeahalam took over the chairmanship from Mr

Herbert Wigwe, who had replaced the pioneer

chairperson (Dr. Okwonjo Iweala) in an acting

capacity. Overall, five new members (one non-

executive and four independent directors) joined the

board in 2016. Dr. Bakari Wadinga, a representative

of the Ministry of Finance (“MOF”) on the board

replaced Mr Omoniyi Fagbemi at the instance of the

MOF.

The profile of board members is considered strong,

with all the non-executive directors being executive

managers within owner institutions/other financial

institutions. The role of the Chairman is distinct from

that of the CEO. Specifically, the Chairman is not

2 This refers to Stanbic IBTC Investment Limited, a wholly owned

subsidiary of Stanbic IBTC Holding Company Plc, and Lagos Building & Investment Company Limited.

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Nigeria Bond Analysis | Public Credit Rating Page 4

involved in the day-to-day operations of the company

and is not a member of any sub-committee of the

board.

The board performs its oversight functions through

six standing committees, being the Board Governance

and Nomination Committee, the Board Finance and

General Purpose Committee, the Board Credit and

Investment Committee, the Board Risk Management

Committee, the Board Audit Committee, and the

Board Remuneration Committee. All the board

committees met at least quarterly during FY16.

Financial profile

Funding composition

Sources of funding for NMRC are equity capital and

borrowings (including corporate bonds and lines of

credit from banks and multilateral financial

institutions). The company’s funding structure

remained relatively stable in FY16, made up of

borrowings (78.7%) and equity capital (21.3%).

Internal capital generation augmented shareholders’

funds by 10.9% to N8.6bn at FY16, translating to a

strong RWCAR of 101% (more than ten times the

statutory minimum requirement), which is partly the

result of the low risk-weighting of a significant portion

of its asset base.

Management had planned to raise further equity

during FY16 to broaden NMRC’s ownership base to

include DFIs and further strengthen its capital base to

support its borrowing capacity, but this has yet to be

realised to date due to unfavorable market conditions.

Borrowings

At FY16, total borrowings stood at N31.8bn,

representing a marginal 2.4% increase over the FY15

level. This increase arose mainly from accrued

payments due, as there were no additional borrowings

during the year.

Table 3: Borrowings N'm

Debt securities 7,542.9

Borrowings from FGN 24,268.7

Total 31,811.6

Debt securities represent the outstanding amount on

NMRC’s N8bn Series 1 Bonds, issued in July 2015.

The Series 1 Bonds, issued under the company’s

N140bn DIP, have a tenor of 15 years, maturing in

July 2030. Interest accrues on these Bonds at the rate

of 14.9% per annum, payable (together with principal

due) on a quarterly basis. The Series 1 Bonds are

amortising Bonds, with scheduled principal amounts

payable quarterly, commencing from 15 September

2015.

The amount due to FGN represents an International

Development Agency (“IDA”) facility granted to FGN

for the purpose of establishing a mortgage liquidity

facility for funding of the housing finance programme.

The tenor of the facility is 40 years, with interest

accruing at 0.75% per annum plus the CBN foreign

exchange hedge rate of 3.5% per annum, and has a

moratorium period of 10 years on principal

repayments.

Refinance mortgage loan portfolio

Total refinance loans amounted to N8.2bn at FY16,

being 4.3x the FY15 level. Given NMRC’s stringent

conditions for accessing its re-finance facility (with

limited eligible mortgages available presently), the

loan book has remained concentrated, with just 8

obligors at FY16 (although improving from 3

obligors at FY15).

Asset quality

NMRC has maintained strong asset quality (in its re-

finance loans portfolio) over the two year review

period, with no impaired loan reported to date.

Table 5: Asset quality (N'm) FY15 FY16

Gross Advances 1,908.3 8,185.2

Loan Classification: Performing 1,908.3 8,185.2

Impaired - -

Provision for impairment: (42.4) (80.9)

Collective impairment (42.4) (80.9)

Specific impairment - -

Net NPLs (42.4) (80.9)

Gross NPLs ratio (%) - -

Financial performance

NMRC’s performance in FY16 was supported largely

by non-core income, with mortgage refinance loans

contributing a low 14.2% to the reported interest

income for the year. The bulk (66.6%) of interest

income emanated from investments in FGN

securities, while the remainder was derived from

placements with banks. While operating expenditure

rose by 13.1%, the cost ratio improved to 56.1%

(FY15: 73.9%) on the back of the robust income

growth. Consequently, an after tax profit of N1.3bn

was registered for the year, translating to a 164.7%

increase over the FY15 level. The ROaA and ROaE

rose from 1.9% and 6.5% in FY15 to 3.2% and

15.6% in FY16 respectively.

NMRC’s budget for 2017, a decline of 4.5% in pre-

tax profit relative to FY16, is considered to be highly

conservative.

While an increase in earning assets is expected to

result in total operating income growth of 25.7%,

higher impairment charges (mainly collective

provisions, estimated based on the forecast enlarged

mortgage refinance loan book), and increases in

operating expenditure are expected to constrain

performance at the pre-tax level. However, a pre-tax

profit of N951.5m was reported for 1H FY17,

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Nigeria Bond Analysis | Public Credit Rating Page 5

representing a 54.5% outperformance of the FY17

full year budget (on an annualised basis).

Table 4: Financial performance (N’m)

Actual FY16

Budget FY17

Growth %

Income statement Net interest income 3,023 3,801 25.7

Total operating income 3,023 3,801 25.7

Bad debt charge (38) (500) 1,215.8

Operating expenses (1,695) (2,070) 22.1

NPBT 1,290.0 1,232 (4.5)

Statement of financial position Mortgage refinance loans 8,104 57,745 612.5

Total assets 40,789 93,331 128.8

Tier 1 capital 8,625 11,696 35.6

Notwithstanding the slow upscaling of the funding

programme, occasioned by the unfavourable market

conditions for debt issuance, NMRC has progressed

well with the execution of its maiden strategic plan.

Apart from its core mandates of mortgage refinance

and market development activities, NMRC is also

exploring the possibility of broadening its business

scope, and is currently in discussions with the

relevant regulators in this regard. Furthermore, the

company is planning to undertake a further debt issue

under its N140bn DIP by 3Q FY17. If successful, this

will support earning asset growth and ultimately

bolster earnings.

Rating considerations

Legal Opinion

GCR received and reviewed a copy of the legal

opinion prepared by Nigerian transaction counsel

(G. Elias). GCR understands, amongst others, from

the legal opinion that:

The execution and delivery of the Guarantor of

the guarantee and the performance by the

Guarantor of its respective obligations

thereunder and the consummation of the

transaction will not result in a violation by the

Guarantor of any law or regulation having the

force of law in Federal republic of Nigeria

(“FRN”) and applicable to the Guarantor’s

performance;

The guarantee constitutes, or constitute from its

delivery and release, legal, valid and binding

obligations of the Guarantor enforceable against

it in accordance with the terms of the guarantee;

In any proceedings taken in FRN for the

enforcement of the guarantee, the choice of

Nigerian law as the governing law of the

guarantee will be recognised and given effect to

by the Nigeria courts; and

The irrevocable waive of sovereign immunity by

the Guarantor is legal, valid, and binding on the

Guarantor and is enforceable against it in

accordance with the terms of the guarantee.

Meaning of the Rating of the Series 1 Bonds

The rating accorded to the Series 1 Bonds is a final,

public national scale long-term rating. GCR has

reviewed the transaction documentation.

The final, public rating accorded to the Series’ Bonds

relates to timely payment of interest and principal.

The rating exclude an assessment of the Issuer’s

ability to pay any (early repayment) penalties.

Should the rating of the Guarantor, change the rating

of the Series 1 Bonds may also change, but not

necessarily in the same quantum. Likewise, the rating

of the Series 1 Bonds will change in a situation where

the guarantee is retracted,

The first suffix code identifies to which country the

rating relates; ‘NG’ means Federal Republic of

Nigeria; the second suffix code (‘sf’) means that the

rating is of a structured finance nature. A Rating

Outlook indicates the potential direction of a rating

over the medium term, typically a one to two-year

period.

The rating of the Series 1 Bonds will be monitored,

and thereafter GCR will perform regular surveillance

on the transaction. Surveillance reports will be made

available to subscribers to GCR’s information

services.

Rating Criteria application

The methodology used here is the “Global Master

Criteria for Rating Banks and Other Financial

Institutions”, updated March 2017, and Global

Credit-Linked Note and Repackaging Vehicle Rating

Criteria, updated May 2017; these documents (and

any amendments made from time to time) are

available on GCR’s website at globalratings.com.ng.

Information provided

Below is a list of all relevant information required/

provided. Table 5: Nigeria Mortgage Refinance company Plc – Debt Issuance Programme (Series 1) General transaction documents Description of documents Data provided

Issuer’s audited accounts for 2016 Yes

Programme Trust Deed for the Debt Issuance Programme Yes

Base Shelf Prospectus Yes

Supplemental Shelf Prospectus for Series 1 Bonds Yes

Series 1 Trust Deed Yes

Deed of Guarantee Yes

Security Trust Deed Yes

Vending agreement Yes

Master Purchase, Refinance and Servicing agreement Yes

Account Bank/ Paying Agent Agreement Yes

Joint Trustees’ Performance Report on the Series 1 Bonds Yes

Legal opinions on the transaction documents Yes

Disclaimer

Note that GCR is not a legal, tax or financial adviser,

and only provides a credit opinion of the rated

securities. For example, a rating does not cover a

potential change in laws nor can it be regarded as an

audit. Moreover, GCR is not a party to the transaction

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Nigeria Bond Analysis | Public Credit Rating Page 6

documents. Users of our credit rating should

familiarise themselves with the transaction (including

the legal opinion), and should form their own views

in this respect. They should not rely on GCR for

legal, tax or financial advice, and are encouraged to

contact the relevant advisers.

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Figure 1: Transaction structure

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Year end: 31 December

Statement of Comprehensive Income Analysis 2014 2015 2016

Interest income 686 3,133 5,177 Interest expense (117) (1,105) (2,154) Net interest income 568 2,028 3,023 Other income 47 1 <0.1Total operating income 616 2,029 3,023 Impairment charge - (42) (38) Operating expenditure (456) (1,499) (1,695) Net profit before tax 160 487 1,289 Tax - (5) (13) Profit after tax 160 483 1,277 Other comprehensive (loss)/gain - 238 (428)

Net income 160 720 848

Statement of Financial Position Analysis

Subscribed capital 6,944 6,944 6,944 Reserves (incl. net income for the year) 112 833 1,681 Less: Intangible assets (incl. goodwill) - - - Total capital and reserves 7,056 7,777 8,625

Other borrowings - - - Short-term funding (< 1 year) - - -

Other borrowings 3,509 31,064 31,812

Long-term funding (> 1 year) 3,509 31,064 31,812

Payables/Deferred liabilities 59 218 352 Other liabilities 59 218 352

Total capital and liabilities 10,625 39,059 40,789

Property, plant and equipments 72 149 247 Derivative financial assets - - - Other assets (incl. zero rate loans) 50 196 344 Non-earnings assets 123 345 590

Short-term deposits & cash 10,502 7,369 1,259 Loans & advances (net of provisions) - 1,866 8,104 Bank placements - 14,158 1,443 Marketable/Trading securities - 15,322 29,392

Total earning assets 10,502 38,714 40,198

Total assets 10,625 39,059 40,789

Ratio Analysis (%)

Capitalisation

Internal capital generation 2.3 9.3 9.8

Total capital / Net advances + net equity invest. + guarantees n.a. 416.8 106.4

Total capital / Total assets 66.4 19.9 21.1

Liquidity

Net advances / Total funding (excl. equity portion) 0.0 6.0 25.5

Liquid & trading assets / Total assets 98.8 94.3 78.7

Liquid & trading assets / Total funding (excl. equity portion) 299.3 118.6 100.9

Asset quality

Bad debt charge (income statement) / Gross advances (avg.) n.a. n.a. 0.8

Profitability

Net income / Total capital (avg.) 4.5 9.7 10.3

Net income / Total assets (avg.) 3.0 2.9 2.1

Net interest margin n.a. n.a. 8.6

Interest income + com. fees / Earning assets + guarantees (a/avg.) 10.8 8.2 7.6

Non-interest income / Total operating income 7.7 0.0 0.0

Non-interest income / Total operating expenses (or burden ratio) 10.4 0.1 0.0

Cost ratio 74.0 73.9 56.1

OEaA (or overhead ratio) n.a. 6.0 4.2

ROaE n.a. 6.5 15.6

ROaA n.a. 1.9 3.2

Nominal growth indicators

Total assets n.a. 267.6 4.4

Net advances n.a. n.a. 334.3

Shareholders funds n.a. 10.2 10.9

Total capital and reserves n.a. 10.2 10.9

Total funding (excl. equity portion) n.a. 785.2 2.4

Net income n.a. 349.9 17.7

(Naira in mill ions except as noted)

Nigeria Mortgage Refinance Company Plc

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SALIENT FEATURES OF ACCORDED RATINGS

GCR affirms that a.) no part of the rating was influenced by any other business activities of the credit rating agency; b.) the rating was based solely on the merits of the rated entity, security or financial instrument being rated; c.) such rating was an independent evaluation of the risks and merits of the rated entity, security or financial instrument; and d.) the validity of the rating is for 12 months, or as indicated by the applicable credit rating document.

The rating was solicited by, or on behalf of, Nigeria Mortgage Refinance Company Plc, and therefore, GCR has been compensated for the provision of the ratings.

Nigeria Mortgage Refinance Company Plc participated in the rating process via face-to-face management meetings, teleconferences and other written correspondence. Furthermore, the quality of information received was considered adequate and has been independently verified where possible.

The credit rating above was disclosed to Nigeria Mortgage Refinance Company Plc with no contestation of/changes to the rating.

The information received from Nigeria Mortgage Refinance Company Plc to accord the credit rating included the Issuer’s Certificate of Incorporation, Memorandum and Articles of Association, draft risk management policy, draft code of corporate governance and related committee terms, and the audited accounts of the Issuer for 2016, the Trust Deed for the Debt Issuance Programme, the Base Shelf Prospectus, the Series 1 Trust Deed, the Series 1 Supplemental Shelf Prospectus, the Security Trust Deed, the Deed of Guarantee, the relevant legal opinion, the Vending Agreement, the Master Purchase, Refinance and Servicing Agreement, the Account Bank/ Paying Agent Agreement, and the Joint Trustees’ performance reports on the Series 1 Bonds (up to July 2017). In addition, other information specific to the rated entity and/or industry was also received.

ALL GCR CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS, TERMS OF USE OF SUCH RATINGS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS, TERMS OF USE AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://GLOBALRATINGS.COM.NG/UNDERSTANDING-RATINGS. IN ADDITION, RATING SCALES AND DEFINITIONS ARE AVAILABLE ON GCR’S PUBLIC WEB SITE AT HTTP://GLOBALRATINGS.COM.NG/RATINGS-INFO/RATING-SCALES-DEFINITIONS. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. GCR'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE UNDERSTANDING RATINGS SECTION OF THIS SITE. CREDIT RATINGS ISSUED AND RESEARCH PUBLICATIONS PUBLISHED BY GCR, ARE GCR’S OPINIONS, AS AT THE DATE OF ISSUE OR PUBLICATION THEREOF, OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. GCR DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL AND/OR FINANCIAL OBLIGATIONS AS THEY BECOME DUE. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: FRAUD, MARKET LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND GCR’S OPINIONS INCLUDED IN GCR’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND GCR’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND GCR’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL OR HOLD PARTICULAR SECURITIES. NEITHER GCR’S CREDIT RATINGS, NOR ITS PUBLICATIONS, COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. GCR ISSUES ITS CREDIT RATINGS AND PUBLISHES GCR’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING OR SALE. Copyright © 2017 Global Credit Rating Company Limited.THE INFORMATION CONTAINED HEREIN MAY NOT BE COPIED OR OTHERWISE REPRODUCED OR DISCLOSED , IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT GCR’S PRIOR WRITTEN CONSENT. The ratings were solicited by, or on behalf of, the issuer of the instrument in respect of which the rating is issued, and GCR has been compensated for the provision of the ratings. Information sources used to prepare the ratings are set out in each credit rating report and/or rating notification and include the following: parties involved in the ratings and public information. All information used to prepare the ratings is obtained by GCR from sources reasonably believed by it to be accurate and reliable. Although GCR will at all times use its best efforts and practices to ensure that the information it relies on is accurate at the time, GCR does not provide any warranty in respect of, nor is it otherwise responsible for, the accurateness of such information. GCR adopts all reasonable measures to ensure that the information it uses in assigning a credit rating is of sufficient quality and that such information is obtained from sources that GCR, acting reasonably, considers to be reliable, including, when appropriate, independent third-party sources. However, GCR cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall GCR have any liability to any person or entity for (a) any loss or damage suffered by such person or entity caused by, resulting from, or relating to, any error made by GCR, whether negligently (including gross negligence) or otherwise, or other circumstance or contingency outside the control of GCR or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits) suffered by such person or entity, as a result of the use of or inability to use any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY GCR IN ANY FORM OR MANNER WHATSOEVER.