Swiss bail out UBS PDF Print E-mail

The Swiss government has provided UBS with SFr6bn injection of fresh capital through the purchase of a mandatory convertible note.  In addition,  the Swiss National Bank and UBS have reached an agreement which will enable UBS to offload transfer $60bn of illiquid assets into a separate fund entity to be controlled by the SNB.

 

UBS further materially de-risks balance sheet through transaction with Swiss National Bank

UBS to raise CHF 6 billion of new capital through mandatory convertible notes,

fully placed with Swiss Confederation

The Swiss National Bank (SNB) and UBS have reached an agreement to transfer up

to USD 60 billion of currently illiquid securities and other assets from UBS’s

balance sheet to a separate fund entity.

With this transaction, UBS caps future potential losses from these assets, secures

their long-term funding, reduces its risk-weighted assets, and materially de-risks

and reduces its balance sheet.

This transaction allows the SNB and shareholders of UBS to participate in the

recovery potential of the entity’s assets once the loan is fully repaid.

The solution significantly reduces the uncertainty for UBS shareholders and clients

and contributes to the stability of the financial system by ensuring an orderly sale

of these assets.

The fund will be capitalized with up to USD 6 billion of equity capital provided by

UBS and a non-recourse loan in the maximum amount of USD 54 billion provided

to the fund by the SNB. The entity will be controlled by the SNB. UBS will sell its

equity interests to SNB for USD 1 and will have an option to repurchase the equity

once the loan is fully repaid for a purchase price of USD 1 billion plus half of the

equity value exceeding USD 1 billion.

To fund its equity contribution, and at the same time maintain its strong capital

position, UBS can raise CHF 6 billion of new capital in the form of mandatory

convertible notes (MCN). The MCN has been fully placed with the Swiss

Confederation.

Media Relations

16 October 2008

Page 2 of 7

Zurich/Basel, 16 October 2008 – The Swiss National Bank and UBS announce

today a comprehensive solution to materially de-risk and reduce UBS’s balance

sheet.

Peter Kurer, Chairman of UBS said, “In these turbulent times we want to ensure

that we do everything possible to safeguard the solidity of our bank. We are

taking practical steps to eliminate legacy risks. We thank the Swiss Government

and the Swiss National Bank for their willingness to develop a commercial solution

under economic terms that will support both the stability of the Swiss financial

system and UBS. Their efforts and decisiveness to act swiftly demonstrates the

professionalism of the Swiss financial centre, to which we are deeply committed”.

Marcel Rohner, Group CEO said, “This transaction gives comfort in UBS’s future.

The extremely difficult market environment led us to accelerate our risk reduction

with a definitive move. Our aim is to protect our clients from the impact of the

crisis to the fullest extent possible and to provide our shareholders an opportunity

to renew their confidence in the bank. Our shareholders have borne the losses

from this crisis. They now have the certainty that our risks related to these

distressed assets have been substantially removed while still participating in the

recovery of these assets”.

Up to USD 60 billion in assets to be transferred to new entity, fully owned

and controlled by SNB

Based on an agreement with the SNB, UBS will transfer up to USD 60 billion of

assets to a newly created fund entity. UBS will capitalize the fund with equity of

up to USD 6 billion.

The SNB will finance the fund with a loan of up to USD 54 billion, secured on the

assets of the fund. At the time it grants the loan, the SNB will take over control

and ownership of the entity by purchasing the equity for a nominal price of USD

1. The loan will be non-recourse to UBS, assuming no change of control of UBS

and will be priced at LIBOR plus 250 basis points. It will mature in eight years, but

the maturity may be extended to 10 or 12 years.

The USD 6 billion equity will absorb any potential realized losses up to this

amount.

The purpose of the fund is to ensure an orderly financing and liquidation of

securities that are currently illiquid as well as other assets from UBS’s balance

sheet over the long-term.

The assets transferred into the fund include around USD 31 billion (as per

valuation at 30 September 2008) of primarily cash securities, previously disclosed

in these categories:

US sub-prime

US Alt-A

Media Relations

16 October 2008

Page 3 of 7

US prime

US commercial real estate and mortgage-backed securities

US student loan auction rate certificates and other securities backed by

student loans

US reference-linked note program (RLN) 1

At completion of the transaction, UBS's net exposure in these risk categories will

be reduced to nearly zero (compared to USD 44.2 billion on 30 June 2008), with

residual long positions held by UBS in these asset classes hedged through existing

short positions, including credit protection embedded in the RLN programs.

UBS will also transfer additional, mainly non-US debt instruments with a total net

value of USD 18 billion to the fund – a wide range of securities backed by a variety

of asset classes. The inclusion of these positions follows UBS's decision to

downsize its securitization business and provides a better diversification of the

fund’s portfolio.

The transfer of the USD 49 billion of assets will take place over the coming

months, during fourth quarter 2008 or first quarter 2009, but will be priced at

valuations as of 30 September 2008. These prices will be verified by independent

third parties and potential differences will be recorded in the bank's income

statement.

UBS will have the right to transfer up to an additional USD 9 billion of assets into

the fund at a later stage. These include up to USD 5 billion of student loan auction

rate securities the bank may buy back from clients as part of the recent

settlements and up to USD 3.5 billion of positions which may become unhedged

in the event of commutation of the credit protection contracts with one or more

monoline insurers. 2

UBS will act as the investment manager of the fund, overseen by a board

controlled by the SNB. The oversight board will approve specified matters

including certain major transactions and changes in investment guidelines. It will

also be empowered to change the investment manager.

As part of this transaction, UBS has been granted the option to buy back the

equity of the entity, once the loan is fully repaid, by paying the SNB USD 1 billion

plus 50% of the amount by which the equity value at the time of exercise exceeds

that amount. Any remaining equity up to USD 1 billion will go to the SNB and UBS

will participate in 50% of the equity value exceeding USD 1 billion. The option will

be carried on UBS's balance sheet at its fair value.

If – over the life of the transaction – the fund equity declines in value, the SNB will

be able to participate in some manner in the appreciation of the UBS share price.

The arrangement will be based on no more than 100 million UBS shares and will

be further defined early next year.

1 The US reference-linked program will continue to be operated by UBS.

2 The difference between the maximum facility size of USD 60 billion and the total amount of securities described above resulted from asset sales and write-downs from mid September to the30 September valuation date. 

The transaction will result in a significant reduction in UBS's risk-weighted assets

and its balance sheet total. The impact of the transaction and related capital

measures will be shown in the fourth quarter results separately from the operating

performance. On a preliminary basis, UBS estimates that the transaction will result

in a charge against earnings of approximately CHF 4 billion. These impacts would

produce a year-end Tier 1 ratio of approximately 11.5%, before any other fourth

quarter effects.

UBS to raise CHF 6 billion of new capital to fund entity

UBS will raise CHF 6 billion of new capital in the form of mandatory convertible

notes (MCN). This will allow the bank to retain a strong Tier 1 capital ratio, even

after providing the equity to the newly established entity. The MCN has been fully

placed with the Swiss Confederation. The Swiss Confederation reserves the right

to reduce part or all of its investment by transferring the MCN to third party

investors.

The MCN issue is subject to approval by UBS shareholders who will vote on the

creation of the required conditional capital underlying the MCN at an

extraordinary general meeting (EGM) to be held in late November 2008. The MCN

will count as Tier 1 capital for BIS capital adequacy purposes following EGM

approval. Issuance of the MCN is expected to take place five business days after

the EGM.

The MCN will pay a coupon of 12.5% until conversion into UBS registered shares,

which must take place no later than 30 months after issuance.

The MCN will have a minimum conversion price corresponding to the reference

price and a maximum conversion price set at 117% of the reference price.

The reference price of the MCN will be determined as the lower of:

- the volume-weighted average price (VWAP) of UBS shares on SWX Europe

on the trading day preceding this announcement (CHF 20.24 on 15

October 2008), and

- the average of the daily VWAP on each of the three trading days ending on

the day before the EGM.

However, in no case will the reference price be less than CHF 18.21, or 90% of

the VWAP of 15 October, 2008.

Upon conversion of the MCN, the Swiss Confederation will hold approximately

9.3% of UBS's share capital, on the basis of currently outstanding shares and

assuming conversion of the mandatory convertible notes issued in March 2008.

A summary of the terms and conditions of the MCN can be found at

www.ubs.com/media. UBS shareholders will be provided with more details on the

proposed transactions together with the invitation to the EGM.

Page 5 of 7

Update on third quarter results

In line with the pre-announcement on 2 October, UBS recorded a small net profit

attributable to its shareholders of CHF 296 million for third quarter 2008.

Estimated third quarter results by division are:

Global Wealth Management & Business Banking’s profit before tax rose

66% from second quarter 2008 to CHF 1,862 million. The previous

quarter, however, included a provision of CHF 919 million for the expected

costs of the repurchase of auction rate securities and related costs,

including fines.

Global Asset Management’s pre-tax profit was CHF 414 million, up 18%

from the previous quarter. This includes an extraordinary gain of

approximately CHF 168 million from the previously announced disposal of

Adams Street Partners.

The Investment Bank’s pre-tax result was negative CHF 2,748 million,

compared to a loss of CHF 5,233 million in the second quarter. As credit

spreads widened in the third quarter, the Investment Bank recorded gains

of CHF 2,207 million on own credit (compared to CHF 122 million in

second quarter). Disclosed concentrated risk positions were significantly

reduced by USD 13.5 billion, mainly through the sale of assets. Writedowns

and losses on those disclosed positions totaled USD 4.4 billion (compared

to USD 5.1 billion in second quarter), recorded in the Investment Bank's

Fixed Income, Currencies and Commodities (FICC) business.

Revenues were down across businesses, in line with prevailing market

conditions.

Corporate Center recorded a pre-tax loss of CHF 7 million (CHF 330 million in

second quarter).

Group results in third quarter include a tax credit of CHF 912 million.

Costs were again reduced across the bank, with cuts in discretionary spending and

lower personnel expenses, reflecting lower staff levels and a decrease in bonus

accruals in line with business performance.

During third quarter, UBS reduced its balance sheet by around CHF 80 billion to

CHF 1,997 billion. UBS's total BIS capital ratio on 30 September was estimated at

14.8% and its Tier 1 ratio at approximately 10.8%, compared to 15.7% and

11.6% respectively at the end of June.

Wealth Management & Business Banking invested assets were CHF 1,932 billion.

The division recorded net new money of negative CHF 49.3 billion in the third

quarter, with a significant part of the outflow taking place in the last few weeks

of the quarter. Global Asset Management invested assets were CHF 708 billion

with net new money negative 34.4 billion.

 

Page 6 of 7

With today’s measures, in addition to its earlier steps, UBS is confident that it has

created the conditions necessary to reverse the outflow of client assets.

UBS’s concentrated risk positions were reduced substantially during the quarter.

The table below shows on a pro forma basis the impact of the announced

transaction on these positions.

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UBS AG provides a range of financial services, including advisory services, underwriting, financing, market making, asset management, brokerage and retail banking on a global level. At 31 December 2006, UBS has over 175,000 individuals registered as Shareholders.
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When Prince Alwaleed was asked who should follow Chuck Prince at Citigroup, he said "I have no one in mind..but please, no lawyers next time!"
Should UBS appoint their General Councel, Peter Kurer, as its next Chairman?
The former UBS CEO, Luqant Arnold, Chairman of Olivant which now owns 0.7% of UBS, has proposed improved corporate governance, disposals, a review of the business model and strategy and the recruitment of an experienced banker for the soon to be vacant Chairman's role.
Does the "integrated one bank" business model still work for UBS?
Olivant has recommended UBS consider selling its asset management, Pactual and Australian operations to stengthen its capital and reduce the need for further rights issues.
Does UBS need to sell some of its businesses to ensure a strong capital position?
ubs shrare price

     Current UBS share price link click here.

 

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Recent Events

 1st Quaret 2008 Expected Net Loss of CHF 12 billion

UBS has pe-announced its first quarter 2008 results stating that it expects a net loss of CHF 12 billion mainly due to US$ 19 billion of write-downs on its US real estate and related structured credit positions. This brings the total write-downs (2007 to first quarter 2008) to US$ 37 billion.

The announcement also stated that it has undertaken a rights issue of CHF 15 billion (fully underwritten) in addition to the already agreed CHF 13 billion capital raising.

The announcement also stated that the current Chairman, Marcel Ospel, will not stand for re-election at the 2008 Annual General meeting.  The Board proposed the appointment of Peter Kurer as Ospel's successor. The Board stated that the appointment was part of an extensive process, which was already underway, whereby the Board is reviewing the root causes of and lessons learned from its subprime losses. In particular, the Board is thoroughly examining governance, strategy implementation, risk management, monitoring, and control systems, incentive plans and succession planning and is committed to making all necessary adaptations and changes to ensure it establishes best practices in these areas.

 Sub-prime Losses US$ 18 billion 

UBS has announced a net loss attributable to shareholders for the full year of CHF 4.384 billion. During 2007, UBS was forced to writedown its US sub-prime holdings by US$ 18 bn.  The writedown was far higher than expected and has dented the Group's conservative Swiss reputation. According to its Finance Director, Marco Suter, the sub-prime losses were incurred in a few trading books which even in the past were only marginal revenue contributors. Full details were provided on 14 February 2008 when its final full year results were published.

Recapitalisation 

At the request of UBS, the Government of Singapore Investment Corporation and an undisclosed Middle Eastern investor have agreed to buy CHF 13 billion (US$11.5 billion) of UBS mandatory convertible notes with a 9% coupon. The notes will eventually convert into approximately a 10% stake in UBS, depending on the conversion ratio used at maturity.  The action was taken to strengthen its capital position. The recapitalisation will be voted on at a special shareholder's meeting in February. The Swiss National Bank has supported the recapitalisation but many individual and institutional shareholders believe the solution disadvantages current shareholders. A number of other financial institutions have approached sovereign funds for investment but most have allowed current shareholders the opportunity to invest on the same or similar terms. At the February EGM, shareholders will also be asked to approve the creation additional authorized capital to allow for the replacement of the cash dividend with a stock dividend for the current year. The Board has already approved the rededication for sale of 36.4 million Treasury Shares previously intended for cancellation.

Management Changes 

Following on from the ealier statements on losses in the sub-prime market, UBS in October 2007 announced management changes and the loss of 1500 jobs. Mr Ospel, the UBS Chairman, had already removed Peter Wuffli, the chief executive officer. Others, including,the chief executive of the investment banking division, the group chief financial officer and the head of the fixed income business have also left. The group chief risk officer has been transferred to another role.

But after UBS announced at the end of January 2008 that the total losses from the meltdown in the US sub-prime mortgage market have reached US$ 18 billion, many believe that the changes are not sufficient and that Ospel should also leave or at least announce his retirement date. If this were to happen, many believe that UBS will have a greater chance of obtaining the requested approvals to the resolutions to be put at the EGM in February.

Risk Management 

In their letter to shareholders, included in the 2006 Annual Report, the UBS Chairman and the then current CEO, highlighted the banks approach to risk management and also their short term concern for the markets.

Extract from-
Fourth Quarter 2006 Report
13 February 2007
Letter to shareholders


Our approach to risk has been critical to our current growth. UBS's average risk-weighted assets are today at a similar level to 1998, just after the UBS-SBC merger, although our underlying risk profile is very different. We are now a more integrated firm - our business model has evolved, and the way we view, manage and control our risks has changed.

The primary focus in our risk-taking activities is to ensure the adequate diversification of risk in order to avoid illiquid and concentrated positions, and to ensure that we are rewarded for the risks we take.

We have transferred resources from businesses in illiquid markets into more liquid ones, and have actively pursued risk distribution strategies. Portfolios with poor returns on risk have been cut back and the quality of other portfolios has been enhanced…….

Outlook……… In the short term, as the economic cycle matures, investors might become more sensitive to any disappointing political or economic developments, so our top-class risk control remains paramount.

With such an apparent focus on risk management and concern regarding a possible market downturn in the short term, how could things go so wrong (US$ 37 bn) in such a short period?

 

As of 31.12.06

Shareholders: Number

Percentage

Shares: Number

Percentage

Individual shareholders

176,061

96.3

235,514,218

11.2

Legal entities

6,353

3.5

262,262,939

12.5

Nominees, fiduciaries

427

0.2

827,554,596

39.3

Unregistered

 

 

779,941,533

37.0

Total

182,841

100

2,105,273,286

100.0

Switzerland

164,012

89.7

445,735,841

21.2

Europe

13,448

7.3

468,341,140

22.2

North America

1,739

1.0

384,784,813

18.3

Other countries

3,642

2.0

26,469,959

1.3

Unregistered

 

 

779,941,533

37.0

Total

182,841

100

2,105,273,286

100

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