HSBC Continental Europe to sell retail banking business in France
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Topics: HSBC FRANCE
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My Money Group, MMB and the Purchaser are under the control, directly or indirectly, of funds and accounts managed or advised by Cerberus Capital Management L.P.
Commenting on the Potential Transaction, Jean Beunardeau, HBCE CEO said: “This potential transaction is an important step towards achieving our strategic goal of being a leading wholesale bank in Continental Europe for Corporate and Investment Banking, Markets and Private Banking, anchored in Paris, connecting our customers to HSBC’s global network, and providing access to Continental Europe for HSBC’s customers around the world.
As importantly, this potential transaction would allow HSBC’s French retail banking business to be sold to an experienced investor for whom retail banking activities will be at the heart of the strategy and therefore more able to support its development over the long term in France.â€
Commenting on the Potential Transaction, Noel Quinn, Group Chief Executive, said:
“The signing of an MOU for the potential sale of our French retail banking business represents a significant step in progressing the actions we announced during our strategic update earlier this year. It will enable us to dramatically simplify our business in Continental Europe and allow us to accelerate the transformation of our European wholesale banking franchise. We are committed to remaining as a leading international wholesale bank in Continental Europe, capitalising on our global network and serving our multinational customers both inbound and outbound.â€
The potential sale includes: HBCE’s French retail banking business; the Crédit Commercial de France (‘CCF’) brand; and, subject to the satisfaction of relevant conditions, HBCE’s 100% ownership interest in HSBC SFH (France) (‘HSFH’) and its 3% ownership interest in Crédit Logement (together, the ‘Business’) (the ‘Potential Transaction’).
The Potential Transaction is structured such that the parties may proceed to Closing even if the relevant conditions to transfer HSFH and/or the 3% ownership interest in Crédit Logement are not satisfied.
The Business consists of a network of 244 retail branches, approximately 800,000 customers, EUR 21.5bn in customer loans and EUR 18.9bn in deposits balances associated with HBCE’s retail banking activities in France, as well as certain other assets and liabilities.
If the Potential Transaction were to proceed, the Purchaser intends to operate the Business under the CCF brand in mainland France.
It is anticipated that approximately 3,900 employees would transfer with the Business in accordance with relevant legislation.
HBCE through its subsidiaries HSBC Assurances Vie (France), HSBC Asset Management (France) and HSBC REIM (France) would continue its existing insurance and asset management activities, and the Potential Transaction would therefore involve such entities respectively entering into distribution agreements with the Purchaser for insurance and asset management products.
The signing of the MOU has been approved by the boards of directors of HBCE, My Money Group and the Purchaser.
The MOU records the status of the negotiations between the parties and sets out the information and consultation process of HBCE and the Purchaser with their respective works councils, which will commence shortly. It also contains exclusivity commitments entered into by the parties.
The terms of the Potential Transaction contemplate HBCE transferring the Business to the Purchaser with a net asset value of c. EUR 1.6bn, subject to adjustment (upwards or downwards) in certain circumstances, for a consideration of EUR1.
Any required increase to the net asset value of the Business to achieve the net asset value of EUR 1.6bn would be satisfied by the inclusion of additional cash within the scope of the Business transferred. In the event that the net asset value exceeds this target amount, the consideration would not be adjusted.
Under the proposed terms of the Potential Transaction, HBCE and the Purchaser have agreed to take certain steps to manage the net asset position of the Business to be delivered at closing of the Potential Transaction (‘Closing’). This includes HBCE taking steps for HSFH (or a similar vehicle) to issue covered bonds (up to EUR 2.0bn of which may be self-financed by HBCE).
The net asset position can be further reduced via arrangements agreed with the Purchaser including further secured funding to the Business, and/or temporary retention of certain home loans by HBCE for a period of three months.
If the net asset value of the transferred Business at Closing (calculated on the basis that certain actions have been taken by HBCE to manage the net asset position) is expected to exceed the target, HBCE would have the right to terminate the Potential Transaction (and therefore would be able to avoid an increased loss on sale).
The sale would generate an estimated pre-tax loss (calculated on an IFRS basis) for HBCE of c. EUR 1.9bn. There would be no immediate tax benefit recognised in respect of the sale loss nor impairment. The vast majority of the estimated sales loss and impairment is expected to be recognised upon the classification of the Business as held for sale for accounting purposes, currently anticipated to be in 2022, with any remaining elements recognised by completion.
It is estimated that the sale of the Business would reduce credit RWAs at an HBCE consolidated level under ECB rules by up to EUR 5.8bn based on 31 December 2020 figures. HBCE has a consolidated common equity tier 1 capital ratio of 12.6% as at 31 December 2020. The pre-tax loss on sale would be partially offset by the reduction in credit RWAs at closing, and would be expected to lead to an estimated decrease in HBCE’s common equity tier 1 capital ratio of 313 basis points (based on HBCE’s RWAs at 31 December 2020).
As a subsidiary of the HSBC Group, HBCE benefits from the support of its parent company HSBC Bank plc, which stands ready to inject capital into HBCE as required to support its strategy and meet regulatory requirements at all times.
The HSBC Group has a strong capital position, with a common equity tier 1 capital ratio of 15.9% as at 31 December 2020. The pre-tax loss on sale is expected to lead to an estimated decrease in the HSBC consolidated common equity tier 1 capital ratio of 15 basis points (based on HSBC Group RWAs at 31 December 2020).
A reduction in the HBCE tangible net asset value of c. EUR 1.9bn would be expected upon Closing (based on the current estimate of the financial impact of the Potential Transaction). None of the current unsecured or subordinated debt issued by HBCE will transfer to the Purchaser as part of the Potential Transaction.
The financial impact of the Potential Transaction set out above is calculated on the assumption that HSFH and the 3% ownership interest in Crédit Logement are within the scope of the Potential Transaction at Closing. If HSFH does not transfer at Closing, this would result in an initial lower reduction in RWAs of HBCE.
Given the financial terms of the Potential Transaction, it is not expected that the Potential Transaction will result in any net proceeds of sale for HBCE.
On Closing, the profit and loss and the assets and liabilities of the Business will no longer be consolidated into the consolidated financial statements of HBCE and HSFH, if the required consent for its transfer is obtained, will cease to be a subsidiary of HBCE.
HSBC does not anticipate that the Potential Transaction will lead to a change in the current issuer credit ratings of HBCE.
The information and consultation processes will commence shortly. If, following the outcome of these processes, the parties were to decide to proceed with the Potential Transaction, a governing transaction agreement would be entered into between HBCE, the Purchaser and My Money Group setting out the further terms for implementation of the Potential Transaction.
The Potential Transaction would be subject to clearance from relevant financial, governmental and regulatory approvals. Approvals would also be required in connection with the transfer of the interests in HSFH and Crédit Logement; however as noted above, the Potential Transaction would proceed even if these approvals were not obtained.
The Potential Transaction would be expected to close in the first half of 2023. ■