Hong Kong, September 10, 2014 -- Moody's Investors Service has assigned first-time Baa2 issuer
ratings to FWD Limited and to its proposed 10-year senior unsecured
notes. The rating outlooks are stable.
FWD Limited is the holding company of FWD Life Insurance Co (Bermuda)
Ltd (FWD Life HK, financial strength A3 stable), FWD Life
Insurance Company (Macau) Limited (unrated), FWD General Insurance
Company Limited (unrated), FWD Financial Planning Limited (unrated)
and FWD Pension Trust Limited (unrated).
RATINGS RATIONALE
The proposed senior notes will constitute direct, general,
unconditional, unsubordinated and unsecured obligations of FWD Limited.
The notes will rank pari passu with any preference among themselves and
at least pari passu with all other present and future unsecured and unsubordinated
obligations of FWD Limited.
The net proceeds from the offerings are expected to be primarily used
to repay FWD Limited's total outstanding borrowings of around USD209
million.
FWD Limited will also inject capital into FWD Life HK to strengthen its
solvency ratio. It will retain the remaining proceeds for general
corporate purposes, including servicing and/or repayment of its
own indebtedness, including the notes.
Based on FWD Limited's 1H 2014 results, the company's
pro forma adjusted financial leverage (including goodwill of USD902 million)
-- including operating lease debt equivalents and Moody's
standard operating lease adjustments -- would increase to
around 16% from 12% prior to the bond issuance.
Moody's rating of the proposed notes at Baa2 is a level which is
two notches below FWD Life HK's A3 insurance financial strength
(IFS) rating. Given that FWD Life HK is the main operating company
under FWD Limited, Moody's considers that FWD Limited's
creditworthiness is largely determined by FWD Life HK's credit profile.
FWD Life HK's A3 IFS rating reflects its low product risk profile,
diversified distribution channels, and solid capital adequacy.
FWD Life HK's liquidity profile is good, as it holds a significant
portion of its investments in liquid assets, such as fixed-income
and equity securities. In addition, its capital adequacy
is solid, with a local solvency ratio of 241% at 1H 2014;
a level which was comparable to that at end-2013.
However, these strengths are somewhat offset by its increasing investments
in equity securities to achieve higher returns. Such investments
could lead to volatility in its capitalization and profitability levels.
Moreover, the company operates in Hong Kong's highly competitive
life insurance market.
Moody's decision to rate FWD Limited's bonds two notches below
FWD Life HK's IFS rating, instead of the standard three notches
assumed in Moody's Global Life Insurers and Global Property &
Casualty Insurers methodologies reflects the two considerations below.
Firstly, the creditors of FWD Limited benefit from the holding company's
modest level of diversification, owing to its 100% stake
in the property & casualty insurer, FWD General Insurance.
While FWD General Insurance is modest in size compared to FWD Life HK,
it has consistently achieved good levels of earnings and strong solvency
margins. It can therefore make meaningful contributions to the
servicing of FWD Limited's interest payments on the bonds through
dividends.
Secondly, Moody's has taken into account the fact that FWD
Limited's principal shareholder is Richard Li, who has substantial
business interests outside of FWD Limited in telecommunications,
real estate and other sectors, Moody's considers that FWD
Limited's ownership by Li enhances the financial flexibility of
the company.
In particular, there may be circumstances in which FWD Limited can
service its debt even when up-streamed cash-flows from its
insurance operating companies are impaired, because its majority
shareholder can use group resources or funding access to protect his interest
in the insurance companies or for reputational reasons.
An upgrade of FWD Limited's rating is unlikely, if FWD Life HK's
IFS rating is not upgraded.
Nonetheless, FWD Life HK's rating could be upgraded if it:
1) substantially improves its market position; 2) significantly improves
its profitability, for example, by demonstrating a return
on capital in excess of 10%, and by maintaining a sustainable
track record; and/or 3) significantly improves its capital position,
such that its local solvency ratio exceeds 300%, or its shareholders'
equity-to-total assets consistently exceeds 8%.
On the other hand, FWD Limited's rating could be downgraded
if FWD Life HK's rating is downgraded. Furthermore,
FWD Limited's rating could be downgraded if there is a significant
reduction in the ownership stake by Richard Li or if weakness in FWD General
Insurance emerged such that it was unable to pay dividends to contribute
to the debt service at its holding company.
FWD Life HK's rating could be downgraded if: 1) its capital
position deteriorates significantly -- possibly because
of volatile capital markets or changes in interest rates --
such that its local solvency ratio consistently falls below 200%;
2) profitability erodes consistently, owing to significant losses
in its investment portfolio or losses in its market share; and/or
3) there is a significant disruption to FWD Life HK's distribution channels,
either through its tied agency force or bancassurance channels.
RATING METHODOLOGY
The methodologies used in this rating were Global Life Insurers published
in August 2014, and Global Property and Casualty Insurers published
in August 2014. Please see the Credit Policy page on www.moodys.com
for a copy of these methodologies.
FWD Limited (formerly known as PCG International Holdings Limited) was
incorporated on 13 December 2012 in the Cayman Islands. Its principal
business activity is in investment holdings. On 28 February 2013,
the group completed the acquisition of ING Groep N.V.'s
(A3 negative) life insurance and property & casualty insurance,
pension and financial planning units in Hong Kong and Macau.
At 31 December 2013, FWD Limited's assets totaled USD7.2
billion and its shareholders' equity stood at USD1.6 billion.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
The first name below is the lead rating analyst for this Credit Rating
and the last name below is the person primarily responsible for approving
this Credit Rating.
Stella Ng
Asst Vice President - Analyst
Financial Institutions Group
Moody's Investors Service Hong Kong Ltd.
24/F One Pacific Place
88 Queensway
Hong Kong
China (Hong Kong S.A.R.)
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077
Stephen Long
MD - Financial Institutions
Financial Institutions Group
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077
Releasing Office:
Moody's Investors Service Hong Kong Ltd.
24/F One Pacific Place
88 Queensway
Hong Kong
China (Hong Kong S.A.R.)
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077
Moody's assigns first-time Baa2 issuer and senior unsecured debt ratings to FWD Limited