General Information for Analysts and Subordinated Bond Investors

Annual and Quarterly Accounts

NAMA publishes its audited Annual Report and Financial Statements for the prior financial year usually in May of each year. The 2014 Annual Report and Financial Statements are expected to be ready for publication in May 2015.  
In addition, in accordance with Section 55 of the NAMA Act, the Agency publishes detailed unaudited Quarterly Accounts. NAMA’s Section 55 Accounts are submitted to the Minister for Finance within 90 days of the end of each calendar quarter and are subsequently published by being laid before the Houses of the Oireachtas (Irish Parliament) by the Minister for Finance. For instance, the Section 55 Accounts for Q3 2014 will be submitted to the Minister before the end of December 2014 and are likely to be published by the Minister in January/February 2015.Copies of NAMA’s annual and quarterly accounts can be accessed through the following link.

Annual Statement

In addition to its annual and quarterly accounts, NAMA must also submit to the Minister for Finance by 30th September in each year an Annual Statement setting out its proposed objectives for the following financial year, the scope of activities to be undertaken, its strategies and policies, and its proposed use of resources. The Annual Statement for 2015 was submitted to the Minister in September 2014 and was published by him in October 2014.  Copies of NAMA’s Annual Statements can be accessed through the following link.

End-Year Media Statements

In early January of each year, NAMA publishes an End-Year Statement to the media which provides an update on the Agency’s financial performance for the year just past.  Copies of NAMA’s end-year media statements can be accessed through the following link.

Parliamentary Committee Hearings/Parliamentary Questions

NAMA’s Chief Executive Officer and Chairman attend and give evidence before the Irish Parliament’s (Oireachtas) Committee of Public Accounts and before other parliamentary committees whenever required to do so.
In addition, the Minister for Finance regularly responds to Parliamentary Questions (PQs) relating to NAMA.
The website of the Oireachtas contains transcripts of all parliamentary committee hearings and the Minister’s replies to PQs.  This website can be accessed through the following link.

Speeches and Presentations

Speeches and presentations by the NAMA Chairman and the Chief Executive Officer, including information presented to parliamentary committees, are published on the NAMA website and can be accessed through the following link. 

Media Releases

All NAMA media releases are available through the following link.

Auditor and Third Party Reports

NAMA’s Annual Financial Statements are audited by the Comptroller and Auditor General (C&AG), the State’s auditor. In addition, the C&AG has, to date, produced three special reports on NAMA’s activities and progress.  These reports can be accessed through the following link.
In addition, as required under Section 227 of the NAMA Act 2009, the Minister for Finance published in July 2014 a special report on NAMA’s progress to date. This can be accessed through the following link.

NAMA does not facilitate any ad-hoc or bilateral circulation of non-public information to subordinated bond holders in their capacity as bond holders. 
No ad hoc meetings or conference calls relating to current or prospective investment in the subordinated bonds are facilitated.

Following the sale in 2014 by the Special Liquidators to IBRC of NAMA subordinated bonds formerly held by IBRC, NAMA has received a number of queries from the new bond holders.

Holders of NAMA subordinated debt have no particular contractual information rights; however, in response to queries submitted by bond holders, the following are answers to the points most frequently raised. 

• Is there a mechanism that triggers or stops the coupon payment on the subordinated bonds, or is it simply at the discretion of the Board of NAMA?

  The coupon is discretionary and its payment is subject to approval by the NAMA Board on an annual basis under Section 49 of NAMA Act (please see Note 35, 2013 Financial Statements).

• Is there a legal document, other than the Private Placement Memorandum (PPM), available in regards to the subordinated bonds?

  The PPM sets out the conditions of the bonds. Holders of the bonds are bound by and deemed to have notice of the Registrar and Paying Agency Agreement dated 26 March 2010 copies of which are available for inspection at the specified office of each of the Agents.  

• Can you confirm that there can be dividend payments to the equity holders even if the coupon on the subordinated bonds is not paid? Is a dividend payment at the sole discretion of the Board? Is there a cap on how much can be paid out?

  Information on the dividend payment is included in Note 15 to the 2013 Financial Statements.  The coupon payment on the subordinated bonds is discretionary and is decided on by the Board on an annual basis.

• Can you indicate the frequency with which the portfolio is valued?

  The portfolio of loans is measured at amortised cost in accordance with NAMA’s Accounting Policies (please see Note 2.6 to the 2013 Financial Statements). As is required by IFRS, the estimated fair value of the portfolio is disclosed in Note 25 (Fair Value of Financial Assets and Liabilities) to the 2013 audited Financial Statements. In addition, NAMA has a semi-annual impairment process, which involves the preparation of detailed cashflows for the larger debtor connections which account for the bulk of the portfolio (by value).

• Please indicate the valuation methodology and discount factors used to value future cash flows.

  The valuation methodology and discount rates are set out in Note 25 (Fair Value of Financial Assets and Liabilities) to the 2013 audited Financial Statements.

• Taking the NAMA group structure, a significant majority of assets sit at NALML level. As assets at NALML level are paid, are the proceeds then used to pay the PPL receivable from NALML to NAMGSL? Do the proceeds then repay the PPL receivable from NAMGSL to NAML and are they then used to repay the senior and subordinated bonds at NAML level?

  Yes, that is correct. As the senior notes are redeemed, the outstanding principal on the PPL receivables and payables between NAML, NAMGSL and NALML are settled.

• Given the substantial majority of assets sit in NALML, what are the functions of the other subsidiaries of NAMGSL (e.g. NAPML, NAMSL, etc)?

  NAMGSL, as a NAMA SPV, has seven subsidiaries; NALML, NAMSL, NAJVAL, NAPML, NARPSL, NASLLC and NALHL.   Their functions are as follows:

  NALML
  The purpose of NALML is to acquire, hold, and manage the loan assets acquired from the participating institutions.

  NAMSL
  Previously a non-trading entity, NAMSL acquired a 20% shareholding in a general partnership associated with the NAJVAL investment during 2013.

  NAJVAL
  In 2013, NAMA entered a joint venture arrangement with a consortium whereby a 20% interest in a limited partnership was acquired. NAJVAL was established to facilitate this transaction.

  NAPML
  NAPML takes direct ownership of non-financial assets if and when required.  NAPML has three subsidiaries; NARPSL, NASLLC and NALHL:

  NARPSL
  Acquires residential properties to lease and ultimately sell to approved housing bodies for social housing purposes. 

  NASLLC
  Established to acquire property assets located in the US in settlement of debt owed to NALM.

  NALHL
  Established to acquire 100% of the share capital of two Portuguese entities. 

  Further detail on these subsidiaries is set out in the 2013 audited Annual Report and Financial Statements and in the Quarterly Section 55 reports.

• Is it possible for NAMA to sell assets and take proceeds outside its current structure? Can assets be moved to a new entity or can debt be raised on particular assets in the various subsidiaries with the proceeds then taken out?

  The NAMA SPVs are subject to Irish company law. NAMA currently does not propose to make any changes to its Group Structure or to debt in issue.