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UBI Banca Group

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transferred. Each of these swaps has an initial notional value equal to the value of the portfolios<br />

transferred to <strong>UBI</strong> Finance by each originator. These notional amounts are then adjusted monthly on<br />

the basis of the contraction of the portfolio and increases due to the addition of new mortgages. The<br />

duration of the swaps are related to the maturities of the mortgages in each portfolio transferred.<br />

Since the individual originator banks are not assigned ratings themselves and as a consequence<br />

would not comply as swap counterparties with the criteria set by the rating agencies to rate the<br />

programme, <strong>UBI</strong> <strong>Banca</strong> backs the payments between the originator banks and <strong>UBI</strong> Finance by<br />

signing a guarantee.<br />

The swap contracts involve the monthly flow back to the originator banks of the interest received on<br />

the loans present in each portfolio (net of the expenses of the special purpose entity and of provisions<br />

in its accounts as indicated in the chain of payments) against the payment of a sum equal to the<br />

notional return indicated at the Euribor rate plus a spread.<br />

F). Liability Swaps. A liability swap contract is entered into between <strong>UBI</strong> <strong>Banca</strong> and <strong>UBI</strong> Finance for<br />

each fixed rate issue. These are designed to protect against interest rate risk, which might affect the<br />

cash flows received from the special purpose entity (including those from the asset swaps) and the<br />

amounts due from the special purpose entity to investors (fixed rate coupons on the covered bonds)<br />

in the event of default by <strong>UBI</strong> <strong>Banca</strong>.<br />

The structure of the liability swaps only requires the exchange of cash flows between <strong>UBI</strong> <strong>Banca</strong> and<br />

the special purpose entity in the event of default by <strong>UBI</strong> <strong>Banca</strong> or alternatively when <strong>UBI</strong> <strong>Banca</strong><br />

assigns a swap contract to another eligible counterparty both the asset swap and the liability swap<br />

are structured to comply with all the conditions set by the rating agencies and they incorporate all<br />

the standard provisions set by the market for a downgrade.<br />

G). Current accounts. The operation involves a complex system of current accounts to pay and receive<br />

the cash flows involved in the operation. A series of accounts were opened in the name of the special<br />

purpose entity for each originator bank as follows:<br />

• Collection Accounts (with <strong>UBI</strong> <strong>Banca</strong> S.c.p.a) linked to each originator bank into which sums<br />

received are paid consisting of interest and principal on the portfolios of each originator, and,<br />

where applicable, other assets transferred to the special purpose entity under the programme<br />

(e.g. eligible assets and top-up assets);<br />

• Interest Account with Bank of New York Mellon, London Branch (until November 2011 with<br />

<strong>UBI</strong> <strong>Banca</strong> International Luxembourg) linked to each originator bank into which all interest<br />

paid into the collections accounts will be paid on a daily basis and also all amounts paid to<br />

the special purpose entity by the counterparties of the swap contracts.<br />

• Principal Account with Bank of New York Mellon, London Branch (until November 2011 with<br />

<strong>UBI</strong> <strong>Banca</strong> International Luxembourg) linked to each originator bank into which all the<br />

principal repayment amounts paid into the collection account will be paid on a daily basis;<br />

• a Reserve Fund Account with Bank of New York Mellon, London Branch (until November 2011<br />

with <strong>UBI</strong> <strong>Banca</strong> International Luxembourg) into which interest accruing on the covered bonds<br />

is paid monthly in order to guarantee the payment of current coupons;<br />

• an Expense Account, into which the amounts required to meet the expenses of the special<br />

purposes entity will be paid, drawn from interest accounts, in proportion to the quota of<br />

participation in the programme of each originator bank.<br />

Effectiveness tests<br />

Effectiveness tests are performed monthly on the whole cover pool and separately on the portfolios<br />

transferred by each originator, in order to determine the financial integrity of each bank’s portfolio.<br />

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