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Rating Action:

Moody's rates Syz Fiduciary Certificates Baa2

17 Nov 2006
Moody's rates Syz Fiduciary Certificates Baa2

Tier I capital instruments for the benefit Banque SYZ S.A. through Certificates issued on a fiduciary basis by J.P. Morgan Bank Luxembourg S.A.

London, 17 November 2006 -- Moody's Investors Service has assigned a Baa2 rating to Syz Fiduciary Certificates. The EUR40 million of securities placed with investors are in the form of Certificates issued on a fiduciary basis by J.P. Morgan Bank Luxembourg SA. The issuance has a contractual purpose of subscribing to Tier I capital participation Securities in Banque SYZ & Co SA (Banque SYZ) and Non-voting Preferred Securities in SYZ & Co Finance Limited (SYZ Finance), a Jersey domiciled and wholly owned subsidiary of Banque SYZ.

Moody's first assigned long-and-short term deposit ratings of A3/P-2 and a bank financial strength rating (BFSR) of C to Banque SYZ on 26 July 2006 and at the same time assigned an issuer rating of A3 to Financiere SYZ & Co S.A. (Financiere SYZ), the holding company for the bank and for its sister companies specialised in asset management. Following this issuance, the existing ratings of Banque SYZ and Financiere SYZ are affirmed. The outlook for all ratings mentioned here is stable.

The Baa2 rating to the Fiduciary Certificates reflects their very junior status in relation to the senior obligations of Banque SYZ and Financiere SYZ. In assigning this rating, Moody's has assessed (i) the contractual purpose of the issuance and the subsequent subscriptions undertaken by the fiduciary with the proceeds, (ii) the ranking or status of the instruments the fiduciary has invested in; and (iii) the arrangements in place aimed at ensuring that the distributions expected by the holders of the Fiduciary Certificates are made except in the event of Banque SYZ and/or the Financiere SYZ group facing financial distress.

In terms of the contractual purpose of the issuance, Moody's has noted the flows involved in the use of proceeds. Of the amount raised, 99.999% has been invested in Participation Securities issued by Banque SYZ; a symbolic 0.001% of the proceeds has been invested to acquire Preferred Securities issued by SYZ Finance.. The proceeds of the Participation Securities issued by Banque SYZ have been invested by the bank in the ordinary share capital of SYZ Finance.. With these proceeds, SYZ Finance will grant loans on a subordinated basis to one or more operating subsidiaries of the SYZ & Co group outside Switzerland.

In terms of the ranking of the instruments, Moody's has observed that the Participation Securities issued by Banque SYZ rank only ahead of common share equity and are junior to all senior and subordinated debt of the bank and that the Preferred Securities issued by SYZ Finance rank junior to any senior and subordinated claims which may arise against this unit. All instruments involved are perpetual.

As for arrangements to ensure distributions in ordinary circumstances, Moody's notes two possible intended sources for the distributions. The annual general meeting of Banque SYZ each year will determine whether non-principal distributions on the Fiduciary Certificates should be paid through a distribution on the Preferred Securities of SYZ Finance or through a non-cumulative preferential dividend on the Participation Securities of Banque SYZ. The latter is payable only in the event of there having been no distribution or insufficient distribution on the Preferred Securities of SYZ Finance, and subject to Banque SYZ continuing to maintain its regulatory capital requirements after the payment of the preferential dividend.

According to Moody's methodology on hybrids, the Participation Securities issued by Banque SYZ are classified in basket C, implying 50% debt-like features and 50% equity-like features (please refer to Moody's Rating Methodology: "Refinements to Moody's Tool Kit: Evolutionary, not Revolutionary", published in February 2005). The Participation Securities issued by Banque SYZ are treated as core capital for bank regulatory purposes under the applicable provisions of Swiss bank regulatory laws.

Banque SYZ, based in Geneva, Switzerland, reported consolidated total assets of CHF407 million, shareholders' equity of CHF70 million and client assets under management of CHF9,451 million as at 31 December 2005. For the financial year 2005, it reported net profit of CHF22 million. Financiere SYZ owns 100% of the bank's voting rights. It had client assets under management of CHF 13 698 million as at 30 September 2006.

Financiere SYZ, based in Zug, Switzerland, reported consolidated total assets of CHF789 million, total shareholders' equity of CHF196 million as at 30 June 2006. For six months to 30 June 2006, it reported net profit of CHF70 million. The group had consolidated client assets under management of CHF15,401 million and CHF 20 312 million as at 31 December 2005 and 30 September 2006 respectively.

London
Antonio Carballo
Managing Director
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
James Hyde
Vice President - Senior Analyst
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

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