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Kiwibank to raise up to NZ$150 mln in tier 1 preference share capital issue

Posted in News

Kiwibank has announced plans to raise up to NZ$150 million of tier 1 capital through a perpetual callable non-cumulative preference share issue opening in early April. It has not set an interest rate yet.

The preference share issue will be similar to tier 1 issues by other major banks in early 2008 when they wanted to raise tier 1 capital to help support lending growth. This avoids Kiwibank's parent NZ Post asking for a pure equity capital injection from the government at a time when the government is very reluctant to spend more.

Kiwibank was careful to point out the preference shares did not include voting rights or the ability to convert into full ownership at a later date, which would have been a privatisation through the back-door.

Here is the full statement below

A related company of Kiwibank, to be called Kiwi Capital Securities Limited, is considering making an offer of up to NZ$100 million perpetual callable non-cumulative preference shares, to be known as Kiwi Income Securities to the public (with the option to accept oversubscriptions of up to $50 million) and is seeking preliminary indications of interest.

The proceeds from the issue of the shares are to be ultimately used to provide tier 1 capital to Kiwibank Limited. The shares are not shares in Kiwibank, but are shares in Kiwi Capital Securities. The shares will not entitle holders any voting rights in relation to Kiwibank, and only limited voting rights in relation to Kiwi Capital Securities. Kiwi Capital Securities’ ultimate parent company is New Zealand Post Limited.

The shares will have no maturity date. However, the shares may be called on the fifth and tenth anniversary of their issue date and quarterly thereafter (and in certain other circumstances).
The dividend rate applying to the shares will be fixed for the initial five years and then reset for subsequent 5 yearly periods at the margin plus the swap rate applying at the time. Dividends are scheduled to be paid on a quarterly basis. Dividends are non-cumulative. An announcement of the margin and the minimum dividend rate for the shares is expected to be made on or around the opening of the offer which is anticipated to be in early April 2010 with full details of the issue to be contained in an Investment Statement and the Prospectus.

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36 Comments

"perpetual callable non-cumulative preference share";

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"perpetual callable non-cumulative preference share"; lots of adjectives to assess there!

Nicholas, My guess on interpreting

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Nicholas,

My guess on interpreting that description:

They stay forever, unless KiwiBank wants to redeem them.

They get 'preference' for payment of 'dividends' (interest if you consider this to be debt rather than equity) ahead of the govt, but behind everyone else, and if things are really bad, your 'interest' does not accumulate.

Is it a good investment? All depends on the rates, and how they are determined (fixed forever or annual reset for example).

Alan.

So it's a 'buy and

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So it's a 'buy and sell on the secondary market if you can' type of thing, that sounds much more suited to the professional dealing shops than retail investors. I guess it's also way of raising funds from the Cullen Fund rather than going direct to the government.Thanks, Alan.

Perhaps I'm missing something, but

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Perhaps I'm missing something, but I don't get it. "The proceeds from the issue of the shares are to be ultimately used to provide tier 1 capital to Kiwibank Limited. The shares are not shares in Kiwibank, but are shares in Kiwi Capital Securities." So, the money from investors is ultimately going to prop up Kiwibank's Basel II requirements (is there something we should be concerned about?), but the investors are buying shares in 'Kiwi Capital Securities'. What does KCS do, other than channel money to Kiwibank? How will KCS pay the dividends? (ie. What business do they undertake, that they could then use the profits thereof to pay the dividends on these shares?) Why doesn't Kiwibank just issue bonds?

@Miguel - Bonds are debt

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@Miguel - Bonds are debt - not core tier 1 capital under new rules (which basically only counts cash and shareholder equity). BUT this government said NO privisation of SOE's in its election manifesto so kiwibank can't issue shares. Hence this convoluted and artifical structure whereby NZPost pays dividends from kiwibank to its subsidiary Kiwi capital securities. Personally I think this lies in the "way too cute" box, but they clearly need to get their hands on some cash pronto.

Which raises the question is it time to withdraw my funds from their deposit accounts? Or can we rely on an implicit government guarantee with kiwibank?

Interesting to do this before

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Interesting to do this before Basel3 is finally nailed down, clearly no problem for a government department but there is going to be a crackdown on synthetic tier 1 capital and rightly so. I wonder if Goldman Sachs are organising this one.

@David, can you explain what

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@David, can you explain what you mean by synthetic tier 1 capital?

Clearly the deal is to

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Clearly the deal is to complicated to be understood by mums and dads investors.....

This just sounds like a

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This just sounds like a ridiculously complex way of getting investment with YET again NO guarantees that in 5 or 10 yrs you even get your initial investment back. Sorry KB, you will have to do better than that IF you want the likes of myself with money ready to invest to actually hand over the goods. KCS just sounds like another dubious finance firm.

Lets be honest, things are so bad out there that some sort of guarantee of return is practically a MUST.

The Government does not want

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The Government does not want to put in any more capital so it seems a logical way to substitute T1 here. It is certainly less complicated than the deals done in UK by RBS and Lloyds. Non-cum is just a safety valve but should never be called on if they maintain the regulatory ratios.
What they need to do is make the interest rate attractive and I am not too sure they will achieve that other than by offering a more fixed coupon.

I dont think its that

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I dont think its that difficult. Kiwi bank needed equity,it couldn't sell shares so it sold

'Perpetual callable non-cumulative preference shares, to be known as Kiwi Income Securities '

Its my understanding that these are like shares but receive an interest payment instead of a dividend. The interest rate is adjustable, they never have to pay back the shares they just go on and on. They are like shares but are not, they use a few loopholes but do the job which is to increase equity. I dont know if they get wrapped up and sold as some strange CDO or not. thats beyond me.

Kiwibank was recently, at least,

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Kiwibank was recently, at least, gobbling up market share from the other banks. The RBNZ has managed to persuade the banks they need to have more local retail deposits, rather than relying excessively on short term offshore funding. So Kiwibank, which perhaps people were preferring to save with, came under pressure to compete with these other banks. So getting more capital makes sense if they want to continue to build on what they have already begun. I have some savings with Kiwibank. It all sounds fine to me.

Andrew, How did we already

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Andrew,
How did we already know that, that would be fine with you?
Who is elligible to buy these shares?
"so its not back door privitisation" ha,ha,ha, how thick do these people think we are, its always the interim measure that is the thin end of the wedge that feeds the cancer that is debt servitude.

Our bureaucracy is a wash with con artists.

Iain It seems that people

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Iain

It seems that people with money are elligible to buy these shares. I agree that it appears a dishonest attempt to get around previous committments to the NZ public about Kiwibank.

Merely an attempt by <b>Kiwi-Bank</b>

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Merely an attempt by Kiwi-Bank to raise munny for general working needs . Nothing to get aerated aboot . Perhaps a tadge unfortunate to use the term shares . But we can trust these guys implicitly . The board of Kiwi-Bank is beyond reproach ( .....Remember the 4 magic words of investing : ........this time is different ! )

Too many conspiracy theories, they

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Too many conspiracy theories, they are doing what all the others have done using pretty much the same vehicles, I think I have BNZ, ANZ and Westpac securities of the same nature, they need to be perpetual to fall under tier 1.
If they don't pay a didvidend it doesn't accumulate, means they will be in the cr@pper as who would leave there deposits with a bank that fails to pay its interest bills.
The skys not falling in Kiwibank is playing follow the leader and good on them.

Re Logical Dave &amp; John:

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Re Logical Dave & John:
Are your BNZ,ANZ, Westpac's also non-cummulative, John? I know Dave says it's only a safety valve, but it has to make one wonder.
And as for conspiracy: Colin Meads; Richard Long, now Sam Neill.

Re Nicolas From memory BNZ

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Re Nicolas

From memory BNZ are not cumulative, I am not sure about others.

All conspiriators just take a

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All conspiriators just take a deep breath - Kiwibank has grown dramitically over the past few years. Normal prudential rules requires capital to keep up with that growth. If you look at their profits they have not been generating sufficient retianed earnings to support the additional capital needed - so need a capital injection.

Government doesnt want to do it - and thats good - so like all other banks goes out to market with an instrument that does not change ownership, but gives it additional capital.

Reserve bank rules re tier one capital mean that it has to be perpetual, non cumulative etc etc pref shares - no other form of capital is allowed apart from ordienry capital - so no big issue there - and to top that, they are also capped by the amount that they can issue.

Just an efficeint form of capital raising - some from the parent, some from the public, etc etc

l@ Anon : "..look at

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l@ Anon : "..look at their profits they have not been generating sufficient retianed earnings...so need a capital injection". Wasn't that so with a number of deceased finance companies as well? The interest rate setting on this issue will be the litmus test in my opinion. The higher is, the more Capital & Merchant like it will appear to me.

@ Nicholas - a bit

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@ Nicholas - a bit of out of context quotation there!!!

Have not been generating sufficeint profits to support additional growth - NOT risks already taken on - very differnt from finance cos - who did not have sufficent capital to support themselves with NO growth

Just that right now growth has reached the point where rules constrain further growth wihtout more capital either via retianed earnings or via issue - VERY different from finance companies

@Anon - The issue I

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@Anon - The issue I have is that the issue of preference shares in an SPV (KCS) whilst within reserve bank rules regarding tier 1 capital, skates pretty close to the wind with regard to the political commitment of "no privatisation of SOE's". KB needs to decide whether it is actually issuing equity (shares) or debt (bonds). At the moment it seems to want it both ways - it's equity if its RBNZ asking, but it's debt if its the electorate.

Thx, Anon. Your point is

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Thx, Anon. Your point is conceded, but highlights Chris B's comments, that it's all about context and words.

When Kiwibank started, I could

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When Kiwibank started, I could understand the business model. There was a lot going for it. A lot of the customer facing infrastructure was already there, plus they had the benefit of buying 'off the shelf' back end systems where other banks have long standing legacy systems which are costly to update (i.e. online banking was already maturing in the wider market, they got to tag on at the end of it). I just never believed that beyond a few pay packet to mouth type customers they'd get that far. But their growth I think blew even their own predictions out of the water.

I'll go along with Anon on this point. I suspect as they've continued to move up through different customer types, they have been caught out a bit with their own success.

Why doesn't the govt just

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Why doesn't the govt just give KB the capital? Surely they can raise the money cheaper?

Its only about context and

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Its only about context and words when you want to cloud the situation, i.e. "its not debt if it is the electorate".
Sorry Chris B but you are trying mix politics and finance to push a privitisation argument that is not there.
Re Govt give the money at a cheaper rate, wouldn't this be a subsidy? Wouldn't it be easier for the government to guarantee kiwibank and exempt them from the Basel requirements.

If Kiwibank gets $200m in deposits per month, this money will not generate any profits, yet for very dollar Kiwibank will require appoximately $8 ($16m) in equity. Ignoring risk weightings. $100m will allow them to raise $1.25b in deposits ignoring risk weighting and using 8% min equity reqmnt.

$8 should be 8% above.

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$8 should be 8% above.

John - Kiwibank is a

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John - Kiwibank is a government-owned bank - the politics and finance were well and truly mixed long before i started paying attention...

What is the point of issuing the preference shares in an SPV (Kiwi capital securities), rather than in kiwibank itself if not to avoid accusations of "backdoor privatisation" as Bernard mentioned? the only other obvious reason is as a firewall in case of default - but thats not really very likely for reasons noted above.... is it?

I agree that Kiwibank needs Tier 1 just like everybody else, and just like everybody else it has gone to the market. Difference is, because of a blanket election statement made without consultation with its management it has had to structure a strange looking offer to mitigate poltiical risk. And from an investor's point of view, anytime politics intrudes on the running of a purely financial business you have to be worried (think Fannie Mae and Freddie Mac for a nice recent example of the insidious effect of slow-burn political intervention).

Chris you and others have

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Chris you and others have implied that this could be some backdoor privatisation i.e. sell off, too much is being read into this, as by implication BNZ, ANZ and Westpac shareholders are selling out because they are raising Tier 1 capital by this method, but when they are being discussed their reasons are to raise Tier 1 capital not sell to others, but when it comes to Kiwibank doing the same thing its privatisation?
We all have too much time on our hands!

<em> "We all have too

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"We all have too much time on our hands!" - tell me about it, I'm stuck at home baby minding at the moment.

"..you and others have implied that this could be some backdoor privatisation."
No, our resident conspiracy theorists might have said such (HT Iain P), but what I said was that the structure of this deal has been put together to specifically preclude this being portrayed as a backdoor privatisation. That implies Kiwibank met political headwinds when putting this deal together and might suggest that their desire to get more tier 1 capital is greater than the desire not to to upset their shareholding minister. That is a good thing in a CEO (as long as the underlying motivation is growth and not financing existing debt) - but in this case the politics has had a material influence on the business of the company.

Consider the extreme situation that kiwibank defaults on this at some time in the future. Preference shareholders in KCS (a wholly-government owned subsidiary) will hold quite different legal rights in regard to claims on kiwibank compared to hypothetical shareholders in kiwibank - particulalrly should NZPost/government decide that KCS should restructure or forgive outstanding debt from kiwibank to KCS.

This is an unlikely scenario, but my point is that the restructirng entered into here is not inconsequential - which is a bad thing if, as appears, it is politically motivated.

Privatisation of Kiwibank wouldn't surprise

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Privatisation of Kiwibank wouldn't surprise me in the second term of a National govt. Word around Air New Zealand is that they are being restructured to sell after the next election. Flight staff are to be moved to a contracting company similar to Telecom's line staff to drive down wages and thus costs. Its utilities like electricity and water that worry me the most. Privatisation of them would be the beginning of the end for the last vestiges of sovereignty.

A fractional reserve bank does

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A fractional reserve bank does not need capital, but simply unlimited credit from which to make loans.

Thanks Chris, sorry for lumping

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Thanks Chris, sorry for lumping you in with the conspiracy theorists, but as am at work, don't get to reread everything and am using my ageing memory.
I would only regard it politically motivated if it deviated from the norm of similiar players, as what they are doing is pretty vanilla, I have assummed that the claims and priorities would be similiar to that of the other offers out there.
When all the other banks came out with this, the blokes at KB treasury were saying that they were going to have to go down a similiar path. I think Labour were in power at the time, I just don't see the political motivation being the driver.
If the BNZ defaults I as an investor in BNZ securities would probably have no more or less rights than if I invested in KB bonds, once the prospectus is out we can compare them and see.
Cheers

John - have BNZ, ANZ

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John - have BNZ, ANZ etc. issued preference shares through Special purpose subsidiary holding companies? My understanding was that they had issued direct preference shares in the parent company - precisely because there is no reason not ot - and its much easier to sell something if the name on the paper matches the entity you are asking people to invest in!

But you're right - until the prospectus comes out this is a lot of hot air. Still its a major break in usual practise for kiwibank which makes it distinctly interesting.

Matt S &gt;&gt;A fractional reserve

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Matt S

>>A fractional reserve bank does not need capital, but simply unlimited credit from which to make loans.

A FRB with no capital cannot issue loans that can be used to buy anything unless they are bought from the banks existing customers who are wanting to increase their savings with the FRB. For example, a loan shark operating a fractional reserve system issuing his credit money to drug users, would still have to be regarded as good for the extra credit money that was being saved with the loan shark by the drug dealers. If the loan shark, drug dealer or junkie wanted to buy things from outside their system they would need to find cash or capital or something valueable that existed outside of the loan sharks system of accounts. They could of course rob that from a tax payer but that would not be FRB.

So obviously a FRB requires capital or the ability to borrow capital before/as it is needed.

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