Delta Capita Structured Products...

© COPYRIGHT 2015 Delta Capita Limited | CONFIDENTIAL

Delta Capita Structured Products Services

2 © COPYRIGHT 2017 Delta Capita Limited | COMMERCIAL IN CONFIDENCE

✓ Global Practice – Offices in London, Amsterdam, Hong Kong, Singapore & Johannesburg.

✓ Over 120 employees globally.

✓ Specialists in Business & Technology Consulting and Managed Services.

✓ Delivering solutions based on operational realities and the day-to-day challenges businesses face.

Company Overview

Experienced Professionalswho have worked at senior levels in complex matrix organisations around the world

Attitude and Understandingour consultants accept the realities of the business environmentlimitations in budget, capacity, capability and time

Our clientsall sizes of investment banks, commercial banks, retail banks, investment managers and insurers

Focusthe financial services sector

Delta Capita – who we are


Structured Products and Product Governance Managed Services

Structured Products

Transaction Management

Documentation Drafting and Automation

Issuance and Lifecycle Management

Product Governance

Framework & Committee Administration

Transaction & Target Market Review

Performance Monitoring & Due Diligence

SRP Consulting

Regulatory Advisory and Delivery

Change Implementation

Technology Design and Integration

Managed Services Overview

✓ Product Governance as a Managed Service originally launched in 2015 to support enhancement of a clients governance framework.

✓ Service expanded to cover aspects of Structured Product issuance including specialist documentation and transaction management support in 2016.

✓ Appointed by a Consortium of 7 Tier 1 product manufacturers to coordinate implementation of a shared PRIIPS solution.

✓ Structured Product capabilities significantly increased with over 30+ structured products staff and a senior experienced management team through announcement of lift-out transaction.

What we do

STRUCTURED PRODUCT AND PRODUCT GOVERNANCE MANAGED SERVICES


TRANSACTION MANAGEMENT

Coordinating all pre-issuance steps required for both public offers and private placements

Providing specialist jurisdictional knowledge for effective issuances across multiple countries

Subscription processes and set up with paying agents and local clearers

REGULATORY FILINGS & EXCHANGE LISTINGS

Co-ordinating regulatory filings across multiple European jurisdictions

Completing issuance listing applications for various regulated and unregulated exchanges

Offering SME knowledge on issuer and market maker exchange obligations

LIFECYCLE MONITORING

Post-issuance lifecycle management, reportable event monitoring and notifications

Ad hoc support for queries and issues raised in relation to existing issued products.

Early terminations, tear ups and noteholder notifications monitoring

Product Issuance and Lifecycle

Pre-trade feasibility and execution guidance to Sales, Structuring and Trading functions

Co-ordinating and facilitating complex transactions

Providing expertise to support manufacturers expand into new distribution channels, new jurisdictions and new business development

Reviewing transactional adherence to internal policy and governance framework

The Structured Products market provides manufacturers with a complex mix of local requirements, with different product wrappers, settlement venues and listing exchanges across jurisdictions. Delta Capita has many years of pan-European experience, enabling our clients to operate efficiently in multiple jurisdictions.



DOCUMENTATION AUTOMATION SERVICES

Development of automated Termsheets, Final Terms, Pricing Supplements and PIBs

Maintenance of automated documentation to address disclosure supplements and annual prospectus updates

Enabling real-time documentation generation

PROSPECTUS CREATION & MAINTENANCE

Ensuring manufactures have issuance Prospectus covering complex structured payoffs and multiple asset classes

Coordinating disclosure supplements, annual updates and enhancements to payoffs

Pre-sales guidance on product coverage and appropriate prospectus selection

JURISDICTIONAL VARIATIONS

Providing pre-trade guidance on drafting requirements and timelines for issuance and public offerings

Co-ordinating multiple translations of the Summary and local passporting

Ensuring that local consumer protection laws and exchange requirements are addressed within the Prospectus

Transaction Documentation and Prospectus

Drafting of transaction documents including Termsheets, Final Terms, Pricing Supplements, PIB’s and KIDs

Maintenance of documentation template libraries including Distribution Agreements and Fee Letters

Co-ordinating engagements with external counsel for drafting of complex transactions

Prospectus Directive rules require manufacturers to maintain complex structured product prospectuses capable of pan-European offerings. Delta Capita help firms address these requirements and issue products efficiently in compliance with regulation.

Legal Documentation


DUE DILIGENCE

Independent distributor and manufacturer due diligence including questionnaires and research

Ongoing monitoring of changes, negative news and regulatory actions

Periodic review including monitoring activity against target market

PRODUCTS

Documenting approved products and criteria for categorizing

Bench marking against industry for peer comparison

Period review including live product analysis and product complaint monitoring

TRANSACTION & TARGET MARKET REVIEW

Managing transactional approvals including review of activity against approved products, distributor lists and review of target market

Analysing stress testing results against intended target market

Marketing material sample testing and review

LIFECYCLE MANAGEMENT & MONITORING

Monitoring live product performance and performing periodic product reviews

Reviewing sales activity and monitoring distributors / manufacturers

Tracking complaints and resolutions, and producing analysis data

Governance Framework and Administration

Providing governance committee organisation, administration and record keeping

Co-ordinating product approvals and distributor / manufacturer on-boarding

Producing management information and reporting, trend analysis and bench marking

Generating target market needs analysis and consumer testing

Good product governance is central to any successful structured products business and regulators expectations have been set out in guidance and regulation. Delta Capita helps firms to build and maintain the highest standards in product governance for multiple jurisdictions whilst operating efficiently and effectively.

Product Governance


REGULATORY CONSULTING

Guidance and testing on Key Information Documents including Payoff Description, Risks, Costs and Scenarios

Design and review of Product Governance policy, framework and controls to meet MIFID II requirements)

Industry collaboration in the response to “PD3” consultations

TECHNOLOGY IMPLEMENTATION & INTERGRATION

Design of automated end to end structured products infrastructure.

Assist with developing and coordinating internal UAT testing programmes for significant deliveries

Providing a QA service on external vendor developed solutions

CHANGE IMPLEMENTATION

Project management and implementation with specialist product expertise.

Organisational restructuring and legal entity rationalisation

Managing system migrations and complex product structure facilitation

Advisory and Project Delivery

Leveraging Structured Products and governance expertise to develop solutions to complex regulatory change

Delivery of processes and technology changes to support new regulations such as 871(m), PRIIPS ad MIFID 2

Delivery of business change and new business initiatives

Establish and run industry working groups (PRIIPS consortium, PLATO Partnership) driving consistency and benchmarking

By adopting a consistent approach to regulatory requirements and standardising processes, the industry can improve operational efficiency and reduce costs. Delta Capita can leverage its expertise in this area by providing advice and support to industry participants.

In addition to regulatory and business change delivery we can also offer project management services for stand-alone projects, initiatives and business reviews.

SRP Consulting Services

BACKGROUND TO MANAGED SERVICES


Managed Services – Structured Products

Creation of Structured Product Managed Service

▪ Lift-out of an experienced team completed and announced jointly with client.

▪ Transaction was managed through feasibility assessment, competitor analysis, internal announcement, TUPE transfer and implementation.

▪ All staff retained and no impact to service delivery during the transition.

Structured Product capabilities

▪ Delta Capita now has over 30 experienced Structured Products professionals supporting our range of services.

▪ Includes a senior management team with average 10+ years of hands-on Structured Products issuance experience.

▪ Service expansion across multiple clients.

▪ Managing a Consortium of 7 Tier 1 product manufacturers to coordinate implementation of a shared PRIIPS solution.

▪ Additional PRIIPs based services now available.


Documentation Automation and Drafting

Issuance and Lifecycle Management


Managed Services - Product Governance

Existing Product Governance Service

▪ Service provided to a Tier 1 structured product manufacturer supporting all administrative aspects of their governance framework.

▪ Service introduced in response to regulatory scrutiny and a requirement for comprehensive governance without increasing headcount.

Product Governance capabilities

▪ Experienced team, familiar with regulatory expectations but capable of practical business application

▪ Available onsite with clients but supported by a low cost centre of excellence in Johannesburg

▪ Mifid II compliant governance framework design available including implementation planning

▪ Provide seamless transition to the new Mifid II governance framework, with training and onsite support.

Framework & Committee administration

Transaction & Target Market Review

Performance Monitoring & Due Diligence


Managed Services – Delivering value

Managed Service can reduce existing fixed costs, reduce permanent headcount and reduce barriers to entry to new markets whilst increasing the quality of the services.

By developing a high quality service offering with experts in the location of our clients, managed on specialist technology and leveraging economies of scale, value is delivered to our clients:

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Delta Capita provides industry experts accessible to clients onsite

Cost of retaining expertise is mutualised and charged on a pay for use basis

Expertise moves from a clients cost centre expense becoming a core service at Delta Capita

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Delta Capita investment in specialist technology to run services

Clients reduce their technology run costs and eliminate future investment

Clients reduce the complexity of their technology stack

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Scale of Delta Capita operation enables investment in process efficiency

Creates potential to leverage low cost processing centre's

Enables opportunity for benchmarking and industry standardisation


Office Locations

Asia OfficesHong KongTel | +852 5500 013328th Floor, AIA Central1 Connaught RoadCentral Hong Kong

Location Map

South Africa OfficeJohannesburgManaged Services HubTel | +27 (0)20 900 20133 Lower roadMorningsideSandton 2196South Africa

Location Map

Asia Office – Singapore

Tel | +65 6809 5113

12 Marina Boulevard#17-01, Marina Bay Financial Centre Tower 3Singapore, 018982

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Head Office – London

Tel | +44 (0)203 714 1870

2nd Floor40 Bank StreetLondonE14 5NRUnited Kingdom

Location Map

Benelux Office – Amsterdam

Tel | +31 (0) 20 233 9314

Bijlmerdreef 1011102BP AmsterdamNetherlands

Location Map

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