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Joint Committee on Finance, Public Expenditure and Reform, and Taoiseach díospóireacht -
Thursday, 6 Dec 2018

Sale of Permanent TSB Mortgage Loans: Discussion

I welcome Mr. Jeremy Masding, chief executive officer, Permanent TSB, and Mr. Cormac Ryan, chief executive officer, Pepper Ireland.

I wish to advise the witnesses that by virtue of section 17(2)(l) of the Defamation Act 2009, they are protected by absolute privilege in respect of their evidence to this committee. However, if they are directed by the committee to cease giving evidence on a particular matter and they continue to so do, they are entitled thereafter only to qualified privilege in respect of their evidence. They are directed that only evidence connected with the subject matter of these proceedings is to be given and they are asked to respect the parliamentary practice to the effect that, where possible, they should not criticise or make charges against any person, persons or entity by name or in such a way as to make him, her or it identifiable.

Members are reminded of a long-standing parliamentary practice to the effect that Members should not comment on, criticise or make charges against a person outside the Houses, or any official by name or in such a way as to make him or her identifiable.

I invite Mr. Masding to make his opening statement.

Mr. Jeremy Masding

I am joined by my colleague, Eamonn Crowley, chief financial officer of Permanent TSB, and Cormac Ryan and Dermot Caden, chief executive and finance director, respectively, of Pepper Ireland. Cormac will make opening remarks on behalf of Pepper.

We are here to discuss Project Glenbeigh, which we concluded on this day last week. In this regard, we recognise that non-performing loan, NPL, transactions attract considerable attention and are of real interest to the committee. As a result, as soon as we announced the deal last Thursday, Cormac and I wrote to the Chairman to offer to meet the committee to discuss the transaction. We have circulated a schematic which details the key elements of the transaction. As the committee knows, Project Glenbeigh is the second major transaction undertaken by the bank this year to reduce the ratio of NPLs on its balance sheet. At the start of this year, that ratio stood at approximately 26%. Together, the transactions will see the ratio fall to below 10%, a significant improvement which will strengthen the bank by enabling it to withstand future economic shock and increase its ability to compete strongly in the years ahead.

This latest transaction had been signalled by the bank for some time. When we met the committee in October, we confirmed we were considering options for a substantial NPL loan portfolio and that we hoped to conclude the transaction within months. In addition, we told the committee we were examining various capital market options including securitisation. In the end, we chose securitisation, the option which is particularly suitable in this instance as the portfolio is made up exclusively of borrowers whose loans are non-performing by reference to the guidance and definitions set down by the regulatory authorities but who are meeting the terms of restructuring arrangements which have been agreed between the account holders and the bank. The customers are engaging, have a proven record of meeting the terms of restructuring agreements and generate a steady stream of cashflow.

In considering options for the portfolio, we had a number of priorities. First, we wanted to explore all the alternatives for the portfolio. These included a further loan sale and, as discussed at the bank’s last appearance before the committee, to provide for, and then derecognise, the loans. The loan sale option was discounted due to the characteristics of the portfolio of loans. The provide-and-derecognise option was discounted due to the high capital cost to the taxpayer and the question marks remaining as to whether derecognition would be forthcoming. This led us to the preferred alternative of a capital markets solution.

Second, we were mindful of our responsibilities to customers whose loans are included in the transaction and, therefore, we wanted to source a capital markets solution that maintained the long-term treatments they had agreed with the bank. In seeking to keep as many customers in their homes as possible through the crisis, PTSB offered the split mortgage and part capital and interest treatments widely. By comparison, to our knowledge, Bank of Ireland did not offer the split mortgage treatment at all, while PTSB offered a far greater number of split mortgages than AIB.

According to published accounts, split mortgages only make up 6% of forborne loans at AIB whereas in PTSB it is 24%. In addition, PTSB has warehoused up to 80% of the debt in some cases. This is important since, in the SSM's NPL guidance, 20% is the level above which the warehouse and main mortgage are deemed to be connected thereby rendering it a non-performing loan.

We wanted to attract credible investors who will hold the notes issued by the securitisation vehicle for the long term. We have achieved that by focusing the transaction on loans that are adhering to the terms of restructuring agreements and producing consistent, predictable cashflow. This makes the securitisation vehicle an attractive proposition for long-term investors. We wanted to ensure that the restructuring agreements, which had been agreed and overseen by Permanent TSB, would be respected under the securitisation alternative. We have achieved that by ensuring the agreed restructuring arrangements form part of the terms and conditions of the individual loans that are included in the transaction.

The bank was advised that it would not be granted NPL derecognition status for these loans if it maintained the servicing relationship. Therefore, we wanted to ensure the company appointed to service and administer the loans going forward would be credible and respected. We have achieved that with the appointment of Pepper Ireland. I will let Mr. Ryan detail Pepper’s credentials but we were attracted, in particular, by the fact Pepper is regulated and authorised by the Central Bank of Ireland under the Central Bank Act 1997 as a retail credit firm for the provision of credit and credit servicing activities in Ireland. The company has been in Ireland since 2012, employs over 380 people in Shannon and Dublin and, including the accounts included in this transaction, manages some €10 billion of Irish residential mortgage loans. In short, Pepper is a well-established and important part of the financial services infrastructure in Ireland.

We wanted to ensure the bank’s customers understood what was happening with their loans and the implications the securitisation might have. We have achieved this by writing to all the relevant account-holders outlining answers to common questions, providing additional information online and encouraging customers to contact our support staff to discuss any issues they may have.

We wanted to ensure that scheduled reviews of any restructuring arrangement treated customers fairly. Mr. Ryan will outline how Pepper will approach this process but I will make a number of points. Under the master servicing agreement, MSA, Pepper, as the master servicer, has the full power, authority and right to undertake all activities it reasonably considers necessary, convenient or incidental to the provision of the services under the MSA. The securitisation vehicle itself has, effectively, legally delegated these decision-making rights to the master servicer as the Irish-regulated entity. A review mechanism is commonplace in all restructuring agreements. If the loans had remained with Permanent TSB, the bank would undertake reviews with the same objectives Pepper will have in the future. If the circumstances of the borrower have not changed, there is a legal obligation to continue to comply with the terms of an existing restructured arrangement. This is an important overlay as the bank set out to maximise customer protection. If the circumstances of a borrower have changed, either positively or negatively, then, as would be the case with Permanent TSB, the arrangements may be reviewed to reflect the changed circumstances of the borrower. In this regard, it is worth bearing in mind the restructuring arrangements in place all involve the agreed suspension of repayments on a significant amount of the money borrowed by the customer. Those warehoused or bullet amounts remain due at the maturity of the mortgage term. Therefore, it is important the arrangement is reviewed regularly to see how that amount may be reduced over time to the benefit of the borrower. After this year’s transactions, the bank has further work to do to lower the bank's NPL ratio. That said, we will continue to build on the work already done by the bank in moving customers from non-performing to performing status with a focus on, amongst a number of initiatives, natural cures and mortgage-to-rent.

This transaction is very significant for the bank and, given the challenge we face to tackle NPLs, I believe it is as good a solution for customers as we could deliver. It has much to commend it. It allows Permanent TSB to reduce significantly its NPL ratio. It creates a vehicle which attracts long-term, stable investors. It locks in the restructuring agreements already agreed between the borrowers and Permanent TSB. It brings on board a highly reputable and regulated servicer in Pepper.

That concludes my remarks. I will hand over to Mr. Ryan of Pepper Ireland.

Mr. Cormac Ryan

I thank the committee for its invitation. I am pleased to be here today. I am here in my capacity as CEO of Pepper Finance Corporation Ireland. I have held this role since I joined the company in October 2017. I am accompanied here today by Mr. Dermot Caden, finance director, who will assist me in answering the committee's questions. I thank the committee for the invitation to attend this session to discuss the securitisation transaction, Project Glenbeigh, announced by PTSB on Thursday, 29 November. I am pleased to have an opportunity to give an introduction to Pepper and to outline our planned approach to managing the more than 6,000 borrower relationships on behalf of Glenbeigh Securities once the customers transfer to Pepper from PTSB in the next six months. I will provide members of the committee with as much information, insight and reassurance as possible when it comes to this transaction and our management of these customer relationships into the future.

I will take this opportunity to give the committee brief background information on Pepper and our strong track record in Ireland. The Pepper Group is an international financial services business specialising in loan servicing, lending and advisory services. In Ireland, our main business is loan servicing. We entered the Irish market in 2012. With our original 100 employees, from the outset we sought to position Pepper as a leading loan-servicing firm, providing a new and important service to banks and investors in Ireland by leveraging our significant track record and experience globally in onboarding and managing loan portfolios. In particular, we are specialists in helping people experiencing financial difficulties manage their situation and get back on track through a sustainable solution suited to their individual circumstances. When we entered the market in 2012, viable solutions for customers were in short supply. We have focused on delivering a wide range of new strategies and initiatives to assist customers in the Irish market. This has, for example, included split mortgages and mortgage-to-rent. Pepper has completed more mortgage-to-rent arrangements than any other firm in the Irish market. Pepper is a regulated financial services provider, regulated and authorised by the Central Bank of Ireland under the Central Bank Act 1997, as a retail credit firm. Pepper is authorised to provide credit in Ireland and is deemed a credit-servicing firm authorised to provide credit servicing under the 1997 Act. Pepper Ireland services over 64,000 loans in Ireland across all asset classes, valued at approximately €16 billion at the end of 2017. Following the Glenbeigh transaction, we expect to be servicing approximately €10 billion of residential mortgage loans for customers. Over 80% of these residential mortgage loans are fully performing.

We employ approximately 380 people in Ireland. The majority of our employees operate from our Shannon office in County Clare and we also have an office in Dublin. Our customer-facing teams are made up of highly experienced people with specialised expertise operating in full compliance with the regulatory codes. This is one of the reasons banks, investment funds and long-term investors, such as the PTSB and Glenbeigh Securities, entrust their customer relationships to Pepper. The growing number of long-term, performing and re-performing loans under our management is consistent with our long-term commitment to Ireland. Our strategy and plan is to continue growing and developing our business here and become an ever more important part of the financial services fabric in Ireland. Our commitment to the ongoing growth of the business forms part of a wider European strategy to grow our loan servicing business across Europe.

Ultimately our long-term growth ambition for the Irish business is to export our services into the European loan servicing market as that market develops.

I will talk about our approach to customers. Our team mission at Pepper is to help people succeed. Finding solutions for customers is part of the Pepper DNA. Like many financial services companies, we are not perfect but we are working hard every day to improve how we service customers and find solutions for them. From a personal perspective, I have looked to reinforce this focus on customers in Pepper Ireland by setting as one of the five strategic priorities treating customers fairly and achieving a positive customer experience in the Irish business. In 2018, we set up a dedicated customer experience programme to improve the skills of our customer-facing staff working with customers in all situations day in, day out. This includes quality assurance and complaint handling to ensure ongoing review and continuous improvement. Every single member of our staff, regardless of level or team, has treating customers fairly built into his or her performance objectives. We are proud of our people and their strong track record in managing loan books and servicing customers. We recognise every customer situation is unique and each case needs to be treated on its own merits. For customers in arrears, we use our experience and range of alternative repayment arrangement, ARA, solutions to work with these customers constructively and sympathetically to put in place, where possible, sustainable solutions that are tailored to their individual circumstances and situations.

Having described the benefit of that background to Pepper, our expertise and our approach to customers, I will turn to the Glenbeigh portfolio and how we plan to engage with these customers. I appreciate this is a matter of significant interest to members of the committee and the customers included in the Glenbeigh portfolio. I would like to repeat and expand on the assurances that I have previously provided to the Permanent TSB board and to the Central Bank leading up to this transaction and to provide five key assurances from Pepper to customers in the Glenbeigh portfolio. All the customers transferring to Pepper in the next six months as part of Glenbeigh will be fully covered by the protections of the Central Bank’s consumer protection codes and regulations as they were before, namely, the consumer protection code, CPC, and the code of conduct on mortgage arrears, CCMA, and SME codes as applicable. Pepper is legally obliged to adhere to and will honour the existing terms of any previously agreed restructure if the customer is meeting all the terms of the restructuring arrangements. If the borrower’s personal circumstances do not change and the customer engages in a review process, there is a legal obligation upon us to continue to comply with the terms of the existing restructure arrangements, and we will do so. Following a change in the borrower’s circumstances, any change to the restructure will reflect the relevant improvements or disimprovements in the borrower’s circumstances. Where a borrower’s circumstances have disimproved or disimprove in the future, we will work with that customer constructively to find, where possible, a long-term, sustainable solution to his or her individual situation that is in his or her best interests as laid down in the codes. Every case is different and we are known for taking an individual and personal approach to working with customers, based on a deep understanding of their circumstances.

Being a regulated entity in Ireland, Pepper takes its responsibilities and reputation here extremely seriously. We apply the highest standards of corporate governance across our business and we work extremely hard to ensure we comply with our regulatory obligations and meet our legal and contractual commitments. In looking at how we plan to engage with customers in the Glenbeigh portfolio, I note that this portfolio is made up of customers who are currently meeting the terms of their restructuring arrangements, which have been previously agreed between the customers and Permanent TSB. The customers have been engaging and have a proven track record of meeting the terms of their restructuring agreements. As Mr. Masding has noted, the relevant accounts generate a steady stream of cashflows. These are attractive to long-term investors and Glenbeigh, the securitisation vehicle, is presenting itself as a long-term investment vehicle.

Taking this into account and in addition to the assurances I have provided, I will make the following final points on how Pepper plans to manage the portfolio to treat customers fairly, especially during the process of scheduled reviews of any restructuring arrangements. Some of these points will echo what Mr. Masding has already said. As master servicer, Pepper has the full power, authority and right to do all things that it reasonably considers necessary within applicable laws and regulations to manage the portfolio. The Glenbeigh vehicle itself has effectively legally delegated these decision-making rights to Pepper as the Irish-regulated entity. A review mechanism is commonplace in all restructuring agreements, as it is in the Glenbeigh portfolio. If the loans had remained with Permanent TSB, it would have reviewed with the same objectives as Pepper will in the future. Over 80% of the restructuring arrangements in place - I note that 50% are over 20 years - in the Glenbeigh portfolio have an average of ten or more years to run and all involve the agreed suspension of repayments on a significant amount of the money borrowed by the customer. These warehoused amounts remain due at the maturity of the mortgage term. It is important and in the customers' best interests that the arrangement is reviewed regularly with Pepper as the master servicer in the future to see how that amount may be reduced over time to the long-term benefit of the borrower.

I am here to assure customers transferring to Pepper of our positive track record and standing as a regulated entity in Ireland and to set out again the five assurances we have provided. It is our hope over the long term that customers transferring to us will come to view their engagement with us as a positive experience and that we have treated them in a fair and transparent way. I thank the Chairman and the committee for their invitation and would be happy to answer their questions on the Glenbeigh transaction.

I thank Mr. Ryan. In view of the fact that this is his first visit to the committee, can I take it that, having heard all of what he has to say, he will come back to us on a regular basis?

Mr. Cormac Ryan

It is indeed my first invitation to the committee. I am very pleased to be here today to talk about the Glenbeigh securitisation. I am absolutely open to future invitations and I will carefully consider any future invitation that I receive.

Is that a yes or a no?

Mr. Cormac Ryan

I will carefully consider any invitation I receive.

I thank the witnesses from Permanent TSB and Pepper for attending the meeting. It has been a great source of frustration for Members of the Oireachtas that there has been little or no accountability in respect of so-called investment funds and how they treat mortgage owners. This is a key question in terms of the transfer Permanent TSB is undertaking. I want to start with the case of a constituent with whom I have been dealing for quite a number of years in respect of her Permanent TSB mortgage. I have been on to Permanent TSB numerous times over the years about this mortgage. It is a rather sad case. It is a family with three children. One of the children has a severe disability involving autism, dyspraxia and severe anxiety disorder. While both parents work in the public service, one of them has been subject to severe health issues arising from the stress of the mortgage. There is a restructured loan agreement currently in place. She has adhered to all the elements of the agreement and on a couple of occasions has exceeded them in order to try to clear it if possible. Permanent TSB has miscalculated her arrears. She has been with Abhaile and MABS, which have given her advice around the miscalculations, but she has never been able to get satisfaction on that. Most appallingly, which was the point at which I became involved as a Minister, Permanent TSB sought to include the child's domiciliary care allowance in the calculation of the payments the family would make. As Minister, I got the banks generally to stand back from that kind of draconian action towards families with disabled children. It was a particular low point. The day before yesterday, the family received a letter from Pepper, like the other 6,000 families, advising that Pepper was purchasing its loan from Permanent TSB. Clearly, the family is in enormous distress. Their son with a disability is now 13 years old.

He suffers constantly from anxiety and this has an impact within the family. The mother is frankly frightened about how Pepper will handle this. Permanent TSB has made a very succinct presentation but a lot of questions about the management underlie it. We all have concerns about how split mortgages will be dealt with by investment funds. While I understand that Permanent TSB is a financial corporation, this is oriented towards an investment fund model, notwithstanding indications given previously by the Minister for Finance. I have the family's consent to speak with Permanent TSB and Pepper about the split mortgage.

When Pepper bought Permanent TSB's split mortgages, was the total amount of the warehoused sections of the loans discounted from the price of the loans sold? We have some summary figures, but it is not clear how the warehoused elements of the split mortgages were valued and whether they were discounted. Either organisation or both might be in a position to answer that. It is a key question. In respect of the warehoused sections of mortgages, is Pepper seeking to write these off or to recover them in full? I assume, on the basis of its presentation, that it is going to seek to recover them in full and will not write them off, even though it may have got those sections of the loans at a heavily discounted value. Perhaps a discount of even 100% applied; I do not know. As with the loans of many of the families involved, this family's loan is one in respect of which an agreement was reached. Other members of the committee have correspondence from people who are meeting their terms and conditions but whose mortgages are being sold over their heads. The key question is when and how often does Pepper propose to review the mortgages? Will reviews include reverting to the warehoused elements of the split loans and charging in full for that. We need to know how Pepper is going to treat this because that is what is going to keep a lot of people awake at night. Pepper referred to a relatively short period of ten years regarding work-outs and so on. It could provide a bit more information on that.

On the investors benefiting from the securitisation income stream, we have a note suggesting that the portfolio is generating cash equivalent to more than 3% of the asset security. Will the investor benefiting from the securitisation income stream have any role in the management of the loan portfolio or is that entirely a matter for Pepper? Will Permanent TSB indicate whether this is a final sale from the bank's point of view once the six-month period is concluded? Thereafter, will it have washed its hands of this or will it remain as an investor in the investment fund and as a potential beneficiary of the securitisation stream of income as it arises?

Mr. Jeremy Masding

The Deputy asked three questions which relate directly to Permanent TSB. The first was on the nature of the deal, the second was on the customer the Deputy mentioned and the sad circumstances there and the third was on Permanent TSB's continued involvement in the securitisation. I will take those three and Mr. Ryan can summarise the other questions, if that is okay. Mr. Crowley might first provide a high-level view of the deal and how split mortgages are placed in it.

Mr. Eamonn Crowley

I will answer the first and third questions to which Mr. Masding referred. The first relates to the price paid. The nominal value of the loans included in the portfolio is €1.3 billion and the price paid is in the region of €900 million, which represents a discount in the portfolio. The portfolio is made up primarily of two types of long-term arrangement, namely, split exposures and part-capital and interest exposures. There is no separate price for either. It was one price for the entire portfolio.

It is a bundle.

Mr. Eamonn Crowley

Yes, it is a bundle from that perspective. Naturally, there are over 6,000 customer relationships there which have different perspectives regarding the level of bullet repayment, the interest rate attaching and whether they are on variable rates or tracker rates. There is a very mixed bag within that but there are two types of arrangements. The reference to the warehouse is not attainable. The key thing is that the nominal value is €1.3 billion and the price paid was in the region of €900 million. As to Permanent TSB's ongoing involvement, the transaction closed on Thursday and within six months the full servicing of the portfolio will switch to Pepper. In the first six months, Permanent TSB will continue to deal with customer calls and interactions. We will do that as a sub-servicer, which means that Pepper is the master servicer. We will sub-service for the first six months and legal title to the mortgages will actually transfer at that period also. Our interaction with the customer regarding these mortgage exposures will cease at that moment and Pepper will become the prime and absolute party for communication for the customer. We have other relationships with these customers in that they have current accounts and things of that nature with other products. That relationship will continue but interaction regarding these mortgages will cease.

The second part of that question relates to our interest in the portfolio. We retain a 5% interest in the securitisation vehicle and that interest is across the different notes. It is what is called a "vertical slice" or "V note". This is a legal requirement which was implemented post-crisis whereby the originator of a portfolio must retain some interest in it. We are following regulations in that regard. We will continue to hold 5% of the portfolio. They are the two key parts of that.

What is Permanent TSB's anticipated return on that holding?

Mr. Eamonn Crowley

We do not know. We do not have an anticipated return. For accounting purposes, we are required to value that interest on an annual basis. The valuation is based on the price we received last Thursday. We will adjudge that at each year end but we have no view on it going up or down. It is a requirement that we hold that 5%.

I appreciate it is a bundle, but how did Permanent TSB approach the valuation of the warehoused elements? Were they valued in full or discounted in terms of transferring them?

Mr. Eamonn Crowley

No. The amount due on the mortgages is still due. It is €1.3 billion.

It is the full amount.

Mr. Eamonn Crowley

It is the full amount. The nominal amount is €1.3 billion and we have sold the portfolio at net book value. It equates to the value of the loan less the provisions the bank would put against that portfolio. It is not a valuation per se, but is rather the amount of provision the bank had put against it based on accounting rules. It was a reference point for us with regard to the price we received. That is all.

In other words, having sold it to Pepper, Permanent TSB's view is that people owe the full amount. Notwithstanding whatever discount arrangement arose in the sale to Pepper, is it likely or unlikely that customers will get any deal regarding the restructured amounts hanging over them?

Mr. Eamonn Crowley

That is a question for Pepper. However, within our interactions with customers, some have improved by reducing the level of warehouse while some have remained the same.

Customers who did not meet the terms of existing arrangements were not in this portfolio. In fact, some of them were in the Project Glas portfolio, which was the previous portfolio. These are customers who are meeting the terms of the arrangements that have been set forth and who are engaging with the bank in respect of where they are in thinking of the bullet repayment or the outstanding amount they have to service in due course. Some customers improve in this interaction and some stay the same.

Mr. Jeremy Masding

Deputy Burton asked three questions and I shall answer the second question. Obviously I cannot discuss individual customers' circumstances but as per previous appearances a colleague and I will speak with the Deputy after the committee meeting to try to get to the bottom of the individual case.

I thank Mr. Masding. Would the Pepper representatives like to tell the committee about how they are approaching it?

Allow the witnesses time to answer because the Deputy is limited in time.

Does Mr. Ryan wish to comment?

Mr. Cormac Ryan

I thank the Deputy for raising the important matter of this customer. It sounds like quite a distressing case. As with the Permanent TSB representatives I will get the details afterwards to ensure that when this customer comes across to the management of Pepper the customer is flagged as a vulnerable customer and follows the specific policies we have for the customers in those types of situations.

I wish to clarify exactly what our role is in the transaction. The sale of the Glenbeigh portfolio has effectively been a sale from Permanent TSB and a purchase by Glenbeigh Securities, which is the securitisation transaction. This means the ownership is now split. The beneficial ownership of the loans - who owns the economic interest - sits with Glenbeigh, and the legal title holder sits with Pepper. We have two roles. One as the legal title holder, which means we are the lender of record, and the second role is as the servicer to manage and administrate the loans day to day. As regards who bought the loans, we did not actually buy the loans. Glenbeigh Securities bought the loans and then passed the legal title to us. It has appointed us as the servicer on the portfolio.

On how the warehouse debt will be treated, the Deputy's summary is correct that the warehouse debt is part of the transaction. Glenbeigh Securities is taking on those loans in respect of the economic ownership. That €1.3 billion will move across and ultimately will be owned by the bondholders of the bank. I would like to clarify that the prospectus refers to eligible debt forgiveness. I want to be very careful in what I say and calibrate my comments correctly; in very exceptional cases there will be a mechanism in certain cases such as vulnerable customers and in other cases of insolvencies when we do reviews. There is a mechanism in place for that, but it will depend on each of the individual circumstances. The main answer to Deputy Burton's question on what happens to the warehouse debt is that it moves across. As I said at the beginning, some 86% of the loans mature in plus ten years and more than 50% do not mature until 20 years. As the loans currently stand there is a bullet payment due at the end and this is the way the loans have been transferred across.

The Deputy's second question was about who would actually do the reviews and how would they be carried out. As I said in my opening statement, the arrangements, if there is no change, absolutely stay in place. No different from the Permanent TSB it is appropriate, and in many cases it is in the best interests of the customer, to have regular reviews. The current protocol within Permanent TSB is that these have been done up to tri-annually. This does not mean every three years, it means that sometimes it is every three years. We will look at the frequency of that but I can say there is absolutely no plan to conduct reviews at an inappropriate frequency. Some reviews will continue on a three year basis, some may move to two years and others may move to one year. I can give an additional assurance today that there is absolutely no plan to review any arrangement more than once a year, unless the borrower comes to us. How the reviews are carried out and how they are notified to the borrowers, are strictly governed and controlled by the code of conduct on mortgage arrears. The reviews must be at appropriate intervals and we must give a month's notice. We will absolutely abide by that in carrying out the reviews. I would also add that when we do the reviews, and as I said in my opening statement with regard to the code, we will carry those out constructively and sympathetically. If nothing has changed and if everything is the exact same way, the arrangement stays in place and we move on to schedule the next review.

The last question was on control. I will again explain the structure. Permmanent TSB has sold the loans to Glenbeigh Securities with regard to the economic interest. We are the legal title holder and the servicer. The way this legal transaction has been set up, as I said in my opening statement, we have been put in full control to manage and administer the portfolio on a day to day basis, and effectively Glenbeigh has delegated that legal authority to us.

I welcome the witnesses today. I put it to Mr. Masding that over the past 24 hours as these letters have landed in letter boxes we have all been contacted by a number of the affected customers. They do not have the opportunity we have but it is important to convey to Mr. Masding that some of them feel very betrayed and very angry. They are worried. They have these feelings because they co-operated with Permanent TSB. These are good customers who engaged. They faced up to their financial challenges and entered into restructuring agreements. They are honouring those agreements in full so they had an expectation that Permanent TSB would stay the course with them and that the loans were, essentially, good loans or loans that were well on the way to being cured. It is important to convey that to the witness. We are receiving a lot of contact and emails. It is important that people receive the reassurance they are being given, which is really what the substance and the core of this session should be about, to try to tease out exactly what this means for customers.

I shall come back to Mr. Ryan on the question asked by Deputy Burton. Pepper will have the legal title of the loans and the responsibility for making the decisions has been assigned to Pepper by Glenbeigh Securities

Mr. Cormac Ryan

Yes.

Is Mr. Ryan saying categorically that the actual decisions around the governance of this portfolio and the decisions around the individual loans will be made by Pepper and by nobody else?

Mr. Cormac Ryan

Yes, the prospectus is quite clear on this point. There will be a committee - which the prospectus refers to - and again it is quite clear that we will consult the committee. Bondholders can be represented on the committee-----

What is this committee?

Mr. Cormac Ryan

This will be the operating committee that will meet once a month to review matters around the portfolio itself.

Who is on the committee?

Mr. Cormac Ryan

The master servicer and a representative of the bondholders, the main beneficial owner-----

The master servicer is Pepper?

Mr. Cormac Ryan

The master servicer being Pepper.

Who else is on the committee?

Mr. Cormac Ryan

The appointed main beneficial owner, which is the main investor.

Is that the main investor?

Mr. Cormac Ryan

Yes.

What will be on the agenda of that committee and what decisions will it be making?

Mr. Cormac Ryan

That will be the main decisions on the portfolio and reporting back on rearrangements. Those decisions will sit squarely with Pepper. If we do a review, for example, and if somebody's circumstances have disimproved and we need to help that customer, that information will be reported back to the customer. That will sit with Pepper. Another important role and delegated authority is the setting of interest rates, which will sit with Pepper. That will be discussed and we will hear representations. The prospectus is very clear, however, that it is in a consultative capacity only. The decision making remains with Pepper.

That is the nub of the issue. It is the influence that the investor will have. The investor will sit on the committee, which meets monthly, and Pepper will be on the committee. Mr. Ryan has said the role of the committee is consultative-----

Mr. Cormac Ryan

Yes. That is quite clear.

-----but it will have full access to information about the performance of the portfolio. Presumably it will review the performance on an ongoing basis. Can it then influence Pepper's management of the portfolio if it wants a higher income stream or if it wants Pepper to be more aggressive? Will the committee have that influence? I am not entirely clear about precisely who is making the decisions and if those decisions are being made free of any undue influence by the investor.

Mr. Cormac Ryan

In the prospectus, it is quite clear that the material control has been delegated to Pepper to make strategic decisions and control decisions on the portfolio. It is not unusual in a situation like this where Pepper has no economic interest in the portfolio, for the economic interest or the beneficial owner to be represented on that committee.

The Deputy mentioned influence and aggression. Our main role is as a servicer in this portfolio. We are regulated in Ireland. Every single interaction we have with a customer is covered by the code of conduct on mortgage arrears, CCMA, and the consumer protection code, CPC. We need to act in the best interests of the customers at all times, so when we are doing reviews we will have that at the forefront of our minds. The owners have delegated to us. They are aware of certain things that we do, but ultimately things will sit with Pepper.

I wish to raise one other point to make sure there is absolute clarity on the concept of eligible debt forgiveness. As I am aware that we might have Glenbeigh customers listening in today or reading the transcript, I want to calibrate my words very carefully so that I answer members' questions while helping customers to understand how this will operate but, equally, not setting any unrealistic expectations. If there is any situation which we think is absolutely exceptional, looking at an individual's circumstances, where there is a case that the right thing to do is to enter into debt forgiveness, that is something that we need to agree with the bondholders, because ultimately they need to be happy with that. That is the only exception to the decision-making power of Pepper in Glenbeigh in six months' time when it takes on the portfolio.

Is the prospectus a published document or is it confidential?

Mr. Cormac Ryan

Yes, it is a published document.

Who are Glenbeigh Securities?

Mr. Cormac Ryan

Glenbeigh Securities is a securitisation vehicle that has investors behind it. I know the committee would like me to comment in terms of who the investor is, and our own personal view and the view of Pepper is that we would like maximum transparency in all these cases. We have worked hard in the background, both in this case and in other cases with investors, as well as with clients with whom we work, to advocate that transparency is the best approach to these transactions. In this case, I am not in a position to confirm who is the lead investor in Glenbeigh Securities.

Will that identity remain private and confidential indefinitely?

Mr. Cormac Ryan

It is difficult for me to speculate on what will happen in the long term. I am subject to a non-disclosure agreement, both personally and in terms of my firm. There are legal consequences for me if I make any disclosure or speculate in any way as to who the bond investor is.

Under the agreement with the investor, is Pepper required to deliver a certain level of cashflow, a certain income stream, from the securitisation?

Mr. Cormac Ryan

No.

Can the investor seek a greater return or higher income stream from the portfolio?

Mr. Cormac Ryan

There is no set form of mechanism for it to require us to hit any target. To clarify, our role in the portfolio is to hold legal title on the portfolio and to make day-to-day decisions on the portfolio. A total of 98% of the arrangements in the portfolio are performing. The prospectus is quite clear in terms of the cashflow. We collect the cash and we return that to the owner.

Just to be clear, is Mr. Ryan giving a reassurance that Pepper will be making all of the decisions about individual loans and that will be done without any influence from the investor?

Mr. Cormac Ryan

I would not characterise it as such. It is clear that all authority to make day-to-day decisions on the portfolio is delegated to us. I do need to abide by the prospectus, which requires us to hold a committee and to consult with the investor in terms of how we are running the portfolio. I would not characterise that as influence but we will be consulting with the investor as we run the portfolio. Again, it is quite clear in the prospectus that we do not need to follow the direction of the investor.

Okay. The concern I have is that in reality and in practice when this arrangement is up and running, the investor will be pulling the strings and, in effect, calling the shots behind the scenes.

Mr. Cormac Ryan

First, that is not the case in terms of the mechanics of the prospectus and of the master servicing arrangement. It is set up in a way to clearly delineate the responsibilities and assure people who read it that Pepper is in charge.

Second, this all comes back to the customers and their arrangements. It comes back to the point of what is the return on cashflow from the portfolio itself. There are two key points. First, we are governed by the codes and, second, all of the protections and contractual obligations we have around the restructuring arrangements stay in place. It does not really matter what we decide to do in the portfolio; those arrangements stay in place. The only way any of those 4,000 splits will change is if the circumstances change.

Just to be clear and be fair, the terms of the split mortgage agreements that I have read that were entered into by Permanent TSB with customers give an exit clause to the loan owner at any point. One does not have to wait for the review. What it says is that for any reason that the bank, or now Pepper, thinks fit, it can terminate the split mortgage. It does not even have to wait for a review. That is what is said in the split mortgage agreements.

Mr. Cormac Ryan

Again, I will go back to the assurances I gave. That is not our interpretation of the agreements.

Is Mr. Ryan giving an assurance that he will not terminate split mortgage agreements unilaterally?

Mr. Cormac Ryan

What we will do is that we will carry out the reviews when we decide it is the right time for the customers to do the reviews. As I said, in the assurances I have provided for the committee today, to the Permanent TSB board and to the Central Bank of Ireland, under CCMA codes, unless there is a material change in the circumstances of the borrower, both legally and from a regulatory point of view, we cannot change those arrangements.

Does Pepper offer the full suite of forbearance measures set out in the code of conduct on mortgage arrears? Are there any Pepper does not offer?

Mr. Cormac Ryan

We offer pretty much the full set.

Does that include the arrears capitalisation, term extension, split mortgages? Does it include the full suite?

Mr. Cormac Ryan

Exactly. Yes. We did a review in terms of what we offer versus what Permanent TSB offers. As the Deputy is aware, the code does not set out exactly what one needs to offer, but it expects one to have a full suite. Our suite is full. It is comparable with Permanent TSB and it is comparable with other lenders.

This is my final question. To be fair to Mr. Masding, I did not give him a chance to respond to what I said at the beginning. Does he wish to respond and to confirm if the Minister for Finance, as the principal shareholder, has been formally consulted, as provided for under the relationship framework? Can he confirm when there was contact with the Department of Finance and what the response of the Minister was?

Mr. Jeremy Masding

I thank the Deputy. He made two points. In terms of his general comments, of course I understand the feelings of the customers he mentioned. In this particular case, as we have discussed, and in my previous appearances before the committee, post-Glas Permanent TSB's non-performing ratio, NPR, is 16% and since we last met the European average has been recalibrated at 3.5%, so it is important both for our ability to withstand future economic shocks and our ability to compete in the retail and SME market that we manage down the NPR.

In terms of this transaction, as I mentioned in my opening remarks, the bank believes that this is the right outcome for customers in terms of them maintaining their treatments. It is the right outcome for the bank in terms of reducing its NPR, and we think it is the right outcome for Ireland plc, because it enables Permanent TSB to continue to compete.

Could the Deputy please rephrase the specifics of his second question so that I can answer it?

Could Mr. Masding confirm whether the consultation with the Minister for Finance under the relationship framework took place and when it happened? When was the Minister first informed of the transaction and what was the response received by the Minister?

Mr. Jeremy Masding

We consulted with the Minister in accordance with our responsibilities under the relationship framework and he replied at the end of November with a letter of non-objection, which was the requirement of the Permanent TSB board.

I thank Mr. Masding.

I welcome Mr. Masding, Mr. Ryan and their colleagues. I wish to speak about Glenbeigh and its structure in the prospectus. Is it an Irish-registered entity? Who are the shareholders? How does the board work?

What rate of return was it offering to potential investors? Why has Permanent TSB retained the 5% rate? I am trying to find out why this was set up and how it works. In the event that Glenbeigh was wound up, who is the beneficial owner of the loans? It was said they are in Pepper. Did Pepper purchase a batch of loans from Permanent TSB previously? Is it managing any existing portfolio? I want to get a feeling around Glenbeigh. How does it differ from an outright sale direct to a fund in terms of structure? Does Permanent TSB deal differently with the end consumer, which is our main concern? I want to know about Glenbeigh.

Mr. Eamonn Crowley

I will answer some of the questions and Mr. Ryan can answer those relating to Pepper. The origination of Glenbeigh is by Permanent TSB; we originated the structure. As to why, what we were trying to do was match the long-term interests of customers where they are involved in long-term arrangements with longer-term investors, and, in a way, manage and control that relationship by way of a securitisation vehicle.

What is the term of the bonds under the prospectus?

Mr. Eamonn Crowley

The term of the vehicle itself is out to 2057; in the prospectus, that is the final date of the securitisation and, indeed, it could run to 2057.

In regard to the securitisation and the bonds, are they of varying duration or are they all of similar duration?

Mr. Eamonn Crowley

There are different bonds and each one has a different risk profile, which would be typical of a securitisation vehicle. They have a maturity date which is the same.

I need Mr. Crowley to help me to understand how Permanent TSB has structured this so the funding that is being provided to the vehicle is long-term in nature. We do not want a situation where Glenbeigh bondholders turn around and say, "We want our money back tomorrow", and suddenly the whole issue of setting up something as a long-term vehicle does not hold water. I need Mr. Crowley to help me to understand how the structure of Glenbeigh is long-term. What is the minimum and maximum duration of a bond?

Mr. Eamonn Crowley

The maximum duration is effectively to 2057 but, over that time, customers would continue to pay down their loans and the notes would continue to be paid down.

I am dealing purely with the money provided to Glenbeigh. The year 2057 is almost 40 years away. What is the minimum duration of a bond under the prospectus?

Mr. Eamonn Crowley

At the moment the minimum is six years.

How much in total is Glenbeigh raising by way of bonds?

Mr. Eamonn Crowley

It is raising in the region of €900 million.

Will Mr. Crowley give me a breakdown of when the six-year loans have to be repaid? What percentage are six-year bonds?

Mr. Eamonn Crowley

They will be paid on a waterfall basis. As the loans and the mortgages are repaid, the bonds are repaid. One matches the other.

I accept that. Legally, the minimum duration of a bond is six years.

Mr. Eamonn Crowley

Yes.

What percentage of the €900 million is six-year bonds? Can Mr. Crowley give me a breakdown as to whether, say, half of it is a bond that matures in 20 years? I need to get a handle on that.

Mr. Eamonn Crowley

The dates are not applied in that fashion. All of the bonds will repay on the same basis.

Mr. Crowley has not answered my question. Legally, I am interested in matching long-term funding with long-term loans.

Mr. Eamonn Crowley

The bonds, in effect, do not have a maturity date per se. There is not a six-year maturity date or a-----

Is there a minimum maturity date?

Mr. Eamonn Crowley

The minimum term of the structure itself is six years but, in fact, it could go to 2057.

Could the bondholders turn around in six years time and say they want their money back?

Mr. Eamonn Crowley

It is not that they want their money back. The vehicle itself would have to be refinanced.

Could the bondholders who provide the €900 million come along in six years time and say, "We want repayment of our €900 million today"? I want a "Yes" or "No" answer.

Mr. Eamonn Crowley

The answer is "No" because there would be no cash to repay them. The cash is locked up in mortgages which have a long-term maturity.

Mr. Crowley is saying the minimum period they can be repaid in is six years. Who does control lie with to determine over what period they can be repaid? It is a very straightforward question. Mr. Crowley is saying they can be repaid-----

Mr. Eamonn Crowley

It is not that they are repaid. The structure has assets which are long-term mortgages and it has liabilities which are cash. The bonds themselves could be traded in the market. That is one way an investor can get their money back; they can sell the bond and get money from someone else. However, the vehicle itself would still exist. The vehicle does not have cash it can pay out to the bondholders. It has assets which are long-term in nature, and those assets are linked to the arrangements that are in place with the customers - the mortgagees. Therefore, the way a bondholder can get their money is to sell the bond to someone else.

With regard to Pepper, we have a vehicle whereby €900 million is raised. That is then with Glenbeigh and it uses that to purchase the loans from Permanent TSB.

Mr. Eamonn Crowley

Correct.

Effectively, the bonds can then be traded - they are marketable securities.

Mr. Eamonn Crowley

Or they can be refinanced, but it is on the liabilities side of the Glenbeigh structure.

No. Effectively, Glenbeigh itself-----

Mr. Eamonn Crowley

It still exists.

The money is there.

Mr. Eamonn Crowley

There is one other item that I-----

Why is Permanent TSB retaining 5%?

Mr. Eamonn Crowley

We are legally obliged, as the originator, to retain a 5% interest in Glenbeigh itself.

As a securitisation vehicle.

Mr. Eamonn Crowley

This arises from the pre-crisis period, when the originators of mortgage-backed securities did not have any interest in them; they just originated them and sold them. Post-crisis it is a requirement for an originator to hold 5%.

With regard to Pepper, I ask Mr. Ryan to explain how Glenbeigh is the provider of the €900 million towards the purchase of the loans yet the legal title of the loans is retained by Pepper. Did Pepper pay anything for this? He who pays the piper calls the tune.

Mr. Cormac Ryan

I will ask Mr. Caden to answer.

Mr. Dermot Caden

Legal title and beneficial title can be bifurcated apart and they do not necessarily need to belong to the same party. That is what is occurring in this instance. Pepper, as the authorised regulated firm in Ireland, will take ownership of the legal title to those loans whereas the beneficial owner of the interest, the economic benefit attached to the loans, will vest with the-----

It is purely an administrative measure. The beneficial owner of the loans continues to be Glenbeigh.

Mr. Dermot Caden

That is correct.

Does the strategy and policy around the loans lie with the board of Glenbeigh? Who is on the board of Glenbeigh?

Mr. Dermot Caden

I will take the first part of the question. In terms of the strategy around the loans going forward from the migration date, that will stay with Pepper as legal title holder and master servicer to the securitisation as long as we are master servicer for that portfolio. On the second question-----

I am interested in who is on the board of Glenbeigh? Who is chair of the board? What role does the board have in regard to the loans? I am talking about the board of Glenbeigh, not the operating board Mr. Ryan made reference to.

Mr. Eamonn Crowley

The board is typically made up of two directors. This is an SPV structure. Like any other SPV structure, the board is required to ensure the requirements of the company, such as adhering to the Companies Acts and ensuring all the various parts of the structure are in place. Primarily, the activities that go on within the structure are within the master service agreement.

Who will be on the board of Glenbeigh?

Mr. Eamonn Crowley

It is a typical SPV structure where there are two directors. I do not have the names.

Who will the two directors be?

Mr. Eamonn Crowley

It is a typical orphan structure whereby the trustee would appoint-----

Who is the trustee?

Mr. Eamonn Crowley

The Bank of New York is the trustee.

How would it be appointed as trustee? What I want to know is, ultimately, who will determine-----

Mr. Eamonn Crowley

If we take-----

Will it be the principal investor? Will it be one of the directors?

Mr. Eamonn Crowley

No, it would not. This is a typical securitisation structure whereby the directors of Glenbeigh are required to adhere to all the corporate requirements of any Irish company but they delegate responsibility to different parties to effect that.

Is it correct to state that the overall beneficial ownership of the loans lies with Glenbeigh and that, ultimately, under normal company rules, the board of Glenbeigh has ultimate beneficial control over the operation of the loans?

Mr. Cormac Ryan

The beneficial ownership of the loans - including the loans and the income streams that flow from them - lies with Glenbeigh.

I am still not happy about this. I am an accountant but I do not fully understand how the board of Glenbeigh operates. An ordinary person, for example a mortgage holder, would have a letter. In my world, he who pays the piper calls the tune. If it were me, I would not hand over control of €900 million and just tell Pepper to go and manage it. I would want to know how my money was being invested. What is the percentage rate of return offered to the bondholders in the prospectus?

Mr. Eamonn Crowley

There are a range of returns based on the note.

What is the average rate on the note?

Mr. Eamonn Crowley

I will revert to the Senator on that question.

This is a critical point. I assume the rate of return is a dividend or interest paid on an annual basis?

Mr. Eamonn Crowley

The Senator is correct.

That money will have to flow from Pepper to service the cost of servicing the bondholders. I like that it is a long-term process and that the money goes in through Glenbeigh and will be available. The money will be handed to Pepper and if the company deals with the loans over time and if there was to be a further securitisation of the loans of which it takes control, who will determine whether those loans could be sold on as a further bundle in their own right? The €900 million in loans is managed by Pepper. Who makes the decisions to sell those loans? Can they be sold on or do they have to be worked out over a particular period? Mr. Crowley has suggested that 80% of the loans are-----

Mr. Eamonn Crowley

Some 80% of the loans are for ten years or more.

-----for ten years or longer, and 50% of those are for more than 20 years.

Mr. Eamonn Crowley

Yes, those loans are to run to maturity.

Could those loans be sold on to a further securitisation which would make that decision? We are acting on behalf of mortgage holders here. How would that work? I am just following it to a logical conclusion. I like the long-term nature of this proposition, but I have to go to a logical conclusion.

Mr. Cormac Ryan

I might defer to Mr. Crowley or Mr. Caden on future securitisation but-----

The earliest a bondholder will be paid back is six years from now. The board of Glenbeigh might make a decision in six years' time that it wishes to sell the €800 million left on the portfolio to another investor. The money comes back into Glenbeigh and the investors in Glenbeigh are repaid. It is a conduit so that it can appear that the funds are not sold, but it ultimately has the same net impact. I want to understand whether that can happen. Could the Glenbeigh board make a decision in six years' time to sell on the remaining loans to another fund? The money would be repaid, Glenbeigh would be wound up but mortgage holders would find themselves with a fund rolling on. Can that happen?

Mr. Eamonn Crowley

Typically, the note holders will decide that rather than the board. The execution of it would be for Glenbeigh, which would effect the legal aspects of it. Note holders in securitisation vehicles-----

What does Mr. Crowley mean by note holders?

Mr. Eamonn Crowley

I am talking about the people who have funded the enterprise.

Is Mr. Crowley talking about the bondholders?

Mr. Eamonn Crowley

Yes. They have powers in terms of the structure and how it is managed.

That is fine. They are like shareholders in any company. I do not have an issue with that.

Mr. Eamonn Crowley

They are a key party to the decision.

My question is very simple. The bondholders have to be repaid within six years.

Mr. Eamonn Crowley

They are not repaid. That is not the correct-----

There is a six-year period in which the bondholders could be repaid. In six years' time, could the bondholders make a decision to sell the portfolio being managed by Pepper to a fund?

Mr. Eamonn Crowley

The bondholders would have the power to do that after six years. It is possible, but the reality of these transactions is that they are long-term in nature and the investors are not interested in short-term work-outs or anything of that nature. They are interested in long-term cash yields.

I would like to give reassurance to the mortgage holders who will be subject to this mechanism via Glenbeigh and being managed by Pepper that their loans will be worked out. Pepper is an Irish-based fund. It is one of the funds that has experience in this area; it is providing mortgages.

Mr. Cormac Ryan

The Senator is inquiring about consumer protection and asking what we are doing and what is in place to protect consumers.

I want to know about consumer protection in the long-term. This is being put forward as a long-term vehicle. I want to know how it will manifest.

Mr. Cormac Ryan

There is the vehicle and there are the bondholders. The vehicle will continue to hold the loans even if the bondholders change in the background, as we have established already. There is probably a double or triple lock to protect the consumers behind this. In simple terms, the assets that underpin Glenbeigh are the 6,000 borrower relationships, equating to approximately 4,000 split loans and 2,000 part-capital and part-interest loans. Those are the assets underpinning Glenbeigh. Looking at this from a consumer perspective, which is important to do, regardless of who owns the loans, who the bondholders are and what vehicle owns them, the contract, original facility agreements and any future alternative repayment arrangement carrying the full weight of law, are protected. Those contracts cannot be unwound. They persist. There are, as the Senator stated, some carve-outs if there are material changes, but the actual contractual rights can be enforced in law. That is one protection that, regardless of ownership, sits with and protects the underlying customer.

All of these mortgages, whether split mortgages or part capital part interest mortgages, have been restructured. They are alternative repayment arrangements, ARAs, so while they are performing against their new terms, strictly speaking, under the regulatory code, they still fall under the protections of code of conduct on mortgage arrears, CCMA. Ultimately, everything around CCMA, including how we conduct reviews, contact customers, run reviews, come to alternative arrangements and how we conclude that nothing has changed and that they should stay the same, is strictly governed by consumer protection code, CPC, and CCMA and will be regulated by the Central Bank of Ireland on those. There is very little wriggle room in terms of what can happen. The only thing that can really change things is a change in the circumstances of the individual customer.

The third protection to bear in mind is that if the mortgage moves to another loan owner, by law in Ireland, the loan owner or unregulated owner must have a regulated entity in Ireland to service their loans. It is not legal for a loan owner not to have a regulated entity, be it Pepper or another company, servicing those loans. The regulated entity must follow all the rules of the CCMA, CPC, SME and all the other codes as applicable.

I hope I have answered the questions regarding ownership. In the context of the vehicle, the question is what is in place to protect the consumers. The contracts will persist, the ARAs and other protections of the CCMA will persist, and ultimately, if the loan moves around, a loan owner has to appoint a company such as Pepper or another regulated loan owner which is overseen by the Central Bank.

The biggest concern is that there is a perception among the public that many of the funding vehicles are themselves borrowing in the short-term. They are borrowing money to buy loans.

The appeal of this is that the money being put in appears to be long-term in nature. If they are worked out in the long term by Pepper, it squares the circle but, if they are sold on to another fund within a relatively short period and that fund uses short-term financing, it brings about concern for hard-pressed Permanent TSB mortgage holders. It is a reasonable proposition and needs to be addressed.

Media coverage suggests that Pimco, one of the world's biggest bond investment firms, will acquire most of the notes in this regard.

Mr. Jeremy Masding

Like Pepper, we signed a non-disclosure agreement that imposes responsibilities on the bank and its directors. As a result, we are unable to provide details of ownership insofar as they relate to the ultimate investors.

We will come back to that.

We are one hour and 20 minutes into this meeting and I have not been given much in the way of information. We know that Mr. Masding's bank is abandoning and breaking commitments it made to customers who are meeting their restructured payments and is offloading their loans to a vehicle which was set up in the IFSC last month and which has two directors. Those individuals are directors of approximately 300 other companies because they are an agency acting on behalf of Wilmington Trust. We do not have a clue who the owners, the people with the real power behind this, are. Permanent TSB, a State-owned bank, is abandoning its customers. In that context, the Minister for Finance should be here because he consented to this new low in Irish banking whereby the loans of people who are meeting their arrangements are allowed to be sold on to a vehicle which was established last month, which has two shelf directors and whose owner we do not know the identify of.

Pepper is just doing the administration and it is a nice wee vehicle because it has been done in such a way as to ensure that not a penny will be paid in tax. We spent weeks closing loopholes so that section 110 funds such as this would actually pay tax on interest but they have found a way around it. Is that not correct, Mr. Masding? The fact that the bank will hold 5% of the beneficial interest in this fund will now exempt it from tax on the interest. It will exempt the whole vehicle from tax.

Mr. Eamonn Crowley

No. We are required under law to hold 5%. It is nothing to do with tax.

Will the fact that Permanent TSB holds 5% exempt the SPV from tax as a section 110 company? Does the prospectus not specifically mention a way around the legislation which this committee introduced to close this loophole? It is because Permanent TSB, as the originator of these loans, will hold a beneficial interest of 5%. If our guests do not want to admit that, it is in the prospectus in black and white I will read it out for them.

Mr. Eamonn Crowley

We are required, as the originator, to hold 5%.

Does that allow this vehicle, in which Permanent TSB has a 5% interest, with the bondholders holding the other 95%, to avoid paying tax?

Mr. Eamonn Crowley

As originator, we are required to hold 5%.

Does Mr. Crowley know the answer or is he just going to repeat that point over and over? The prospectus states:

On the basis of disclosures elsewhere in this Prospectus the Seller is a regulated credit institution which is an originator for the purposes of Article 4 of the CRR and will retain in accordance with Article 405 of the CRR a net economic interest for the purposes of the securitisation. Accordingly the transactions should be a "CMBS/RMBS transaction" and therefore exempt from the documented deductibility restrictions pursuant to Finance Acts 2016 and 2017.

We worked hard to close down this loophole so that mortgages that went into section 110 companies would not be tax-free.

Mr. Eamonn Crowley

As I outlined to the Deputy, the reason for the creation of the securitisation vehicle was to find a long-term investor to match the requirements of the customer in that regard. It was by no means to do anything in respect of tax issues.

Is it exempt from tax?

Mr. Eamonn Crowley

Permanent TSB is not exempt from tax.

I am asking about the vehicle in which the bank will hold a 5% economic interest.

Mr. Eamonn Crowley

It is, as I understand it, a section 110 company and those regulations will apply to it as such. The core issue with regard to creating the securitisation vehicle was that we could, instead of a pure loan sale and we were here not so long ago with Project Glas-----

I know that. I am trying to get to a point but Mr. Crowley is filibustering. Perhaps I could ask Mr. Ryan, who quoted from the prospectus. Does Mr. Ryan acknowledge that, in two separate sections of the prospectus, under the taxation heading and earlier, it is clearly stated that the SPV which the bank is setting up will be exempt from tax and will avoid the restrictions in relation to the 2016 and 2017 finance code that we passed in the Houses of the Oireachtas?

Mr. Cormac Ryan

With respect, the Project Glenbeigh securitisation vehicle is a vehicle we service. I am not best positioned to answer as to the tax status of the vehicle.

Mr. Ryan repeatedly talked about the prospectus with committee colleagues, including Deputy Michael McGrath. I have the prospectus and that is what is in it. Our guests will not admit something that is black and white because the public is outraged at what Permanent TSB has done. It is a double outrage that it is now offloading these mortgages to a vehicle from which the CEO of the bank will benefit and which has circumvented our tax codes. It has done it legally but our guests will not even admit that. They are wasting my time and that of the committee by refusing to admit something that is black and white.

Mr. Jeremy Masding

This is my fifth appearance this year and I would be deeply disappointed if my school report said I was wasting the Deputy's time. I will try to answer his question. In order to allow the transaction to happen it was created as a section 110 company and the tax status comes with the design of the structure. I cannot make any comment on that but it is, as the Deputy says, in the prospectus.

In order for the securitisation vehicle to be incepted, and based on what Mr. Crowley referred to as the poor practices during the financial crisis, an originator of the mortgages, which is Permanent TSB in this instance, is legally obliged to take a 5% vertical slice. That has nothing to do with the insinuations the Deputy is making around tax avoidance.

I am not making any insinuations. I asked the question which nobody so far, including Mr. Masding, has acknowledged.

Mr. Jeremy Masding

I have just acknowledged that what the Deputy stated is in the prospectus. That is a fact. I apologise if I misunderstood the point he was making. The Deputy challenged me, quite correctly, on those customers who I said in my opening remarks had engaged with us and feel let down by Permanent TSB. I empathise with why the Deputy made that statement. The bank has a 6% non-performing loan ratio, split mortgages and part-capital and part-interest mortgages with bullet repayments, which are non-performing loans as defined by the rules.

As I assured the committee at my previous appearance, we were looking at all the alternatives to reduce the non-performing ratio and this was in our opinion the least worst alternative. Why? It was because we found investors who matched the duration of the mortgages, the long-term treatments transfer in full to the vehicle and their protections are maintained and, to the best of our ability, we find a servicer of that vehicle which is experienced in the Irish market.

To sum up, Deputy Doherty's comments around the section 110 tax status in the prospectus are correct. I want to bifurcate any perception that McKinsey might have that the bank took the 5% to take advantage of that which was not the case. It has to take the 5% in order for the vehicle to be valid. While we will have to agree to disagree, that is the bank's perspective on why this transaction happened in order to reduce its non-performing ratio to a level that makes it an institution that can compete into the future.

I thank Mr. Masding for answering that it will be tax free. This pisses a lot of people off. There are multi-billion euro investors and all of the profit made from this securitisation vehicle will be tax free. They are the ones who will benefit. We have a State-owned bank which is participating in this with the consent of the Minister. That is what is really annoying. It is in the prospectus and is a nice boast for bondholders that it will be tax free.

On acquisition and Permanent TSB holding 5% of the notes, does acquiring the notes mean that the bank will have to purchase them or do they come automatically as part of the sale?

Mr. Jeremy Masding

I will let Mr. Crowley answer on the specifics. On the Deputy's first question, I understand this perception regarding taxation but I have to play within the rules that I am given. I am neither the minister for taxation nor the European authority for setting the tax rules. I am merely saying that the securitisation vehicle was set up in a certain way and we must take 5%.

Mr. Eamonn Crowley

The consideration we have received is cash plus the 5% note.

Therefore, it is €890 million plus the note.

Mr. Eamonn Crowley

No, the note is included in the €890 million figure.

It comes with 5%.

Mr. Eamonn Crowley

It is a consideration of cash plus the note. We do not purchase it; it was issued immediately.

The bank will receive €890 million plus 5%.

Mr. Eamonn Crowley

No, the note is included within the €890 million.

That means one would have to deduct €45 million from that figure.

Mr. Eamonn Crowley

In effect, yes, in round numbers.

The loss to the bank is, therefore, greater than what we had seen.

Mr. Eamonn Crowley

No, the €45 million have a value.

I understand that. However, the perception would be that the figure was greater than €890 million because there was to be a 5% shareholding on top of that.

Mr. Jeremy Masding

The sum of cash and the vertical note are for consideration.

The witnesses spoke of operating within the rules, doing so in good faith and so on. Did Permanent TSB apply the Central Bank of Ireland's code of practice on mortgage transfers?

Mr. Jeremy Masding

Would the Deputy repeat the question?

Did Permanent TSB apply the Central Bank of Ireland's code of practice on mortgage transfers to this transfer? The bank was transferring more than 6,000 mortgages.

Mr. Jeremy Masding

That is correct.

Did Permanent TSB, as a State-owned bank, apply the Central Bank of Ireland's code of practice on the transfer of mortgages?

Mr. Eamonn Crowley

We have not transferred them yet. They will transfer on the basis of the legal title transferring which will be in six months.

Does the bank intend to apply the code of practice on the transfer of mortgages to the transfer.

Mr. Eamonn Crowley

Of course, yes.

That is excellent. Mr. Crowley's answer is good news to everybody here. I will read the first line of the Central Bank code of practice on the transfer of mortgages. It states: "A loan secured by the mortgage of residential property may not be transferred without the written consent of the borrower." Will the bank apply that?

Mr. Eamonn Crowley

We have interacted with the Central Bank on this transaction quite extensively.

Mr. Crowley replied "Of course" when I asked if the bank was going to apply the code of conduct on the transfer of mortgages. The code, which has been in place since 1990, is clear. It is voluntary and it is up to the bank whether to apply it. Mr. Crowley has told this committee that he will apply it. The former Minister for Finance believes that every bank should apply it and, interestingly, made that statement in a written response to the current Minister for Finance when he tabled a parliamentary question on the matter some years ago.

The code of practice on the transfer of mortgages states very clearly that no bank should transfer a mortgage on residential property without the written consent of the borrower. It then stipulates exactly what the bank must do in relation to written consent, the undertakings that must be given, the information that the bank must provide if the individual does not give written consent, the interest rates and addresses all of these matters. Is Mr. Crowley still of the view that the bank will, of course, apply the code of conduct?

Mr. Eamonn Crowley

We already have written consent from borrowers regarding the ability to transfer loans. That is already in our documentation.

No, that is not what the code of practice says. I will go through it if Mr. Crowley wishes. It states:

When seeking a consent and where there is to be or where there may be an arrangement under which the original lender will service the mortgage as an agent of any transferee, the lender will confirm that the transferee’s policy on the handling of arrears and in the setting of mortgage interest rates will be the same as that of the original lender...

The bank has to write a letter to the borrower and ask for consent. The final point in the fourth paragraph of the code states "confirmation that in the absence of a specific consent the existing arrangements will continue to apply." There are many other things the bank must do which it has not done. It has not done it in this case or on Project Glas. It has not done so at all. Permanent TSB has thumbed its nose at the Central Bank of Ireland's code of practice on the transfer of mortgages. I ask Mr. Crowley again if, in this case, the bank is considering applying the Central Bank code of practice, which has been in place for the past two decades.

Mr. Eamonn Crowley

As I mentioned, we have engaged extensively with the Central Bank on this transaction and on Project Glas. We will follow all legally required procedures. As I mentioned, consent is present in the mortgage documents.

Mr. Masding is the top guy. This is the code of practice on the transfer of mortgages. I will read Mr. Masding the first line again: "A loan secured by the mortgage of residential property may not be transferred without the written consent of the borrower." Permanent TSB is a State-owned institution. I acknowledge the code is voluntary and I will table legislation in the coming days to make it mandatory and place it on a statutory footing. I hope we will close down this sale but we will cross that bridge when we come to it. However, this code of practice is supported by the Houses of the Oireachtas and applied by the Central Bank. Will Permanent TSB, a State-owned institution, apply it?

Mr. Jeremy Masding

I thank the Deputy for his question. "Voluntary" is the key word in this particular case.

I apologise for interrupting but the code does not say anywhere that it is voluntary. It does not say it is statutory - that is all. I take it Mr. Masding was not familiar with the code.

Mr. Jeremy Masding

The bank believes its origination documentation allows it to undertake the transaction. In isolation, I recognise what the Deputy is saying and ask him to allow me to come back to him so that I may check. From my perspective, the origination document is the governing document. I do not want to avoid the point that, as we discussed before, our NPR means that we must undertake this transaction. I will revert to the Deputy in a moment, but my opening comment is that the loan facility letter is the governing document which allows us to undertake this transaction.

Is it not the case that Permanent TSB applies the Central Bank's code of conduct on mortgage arrears, which is voluntary?

Mr. Jeremy Masding

Yes, we do so to the best of our ability.

It does so although in the original contract there is no real requirement for the bank to engage with those types of measures. The bank has legal rights to do certain things and while the code of conduct limits these in a certain way, the bank complies with it. Is that correct?

Mr. Jeremy Masding

We are always looking for the right customer outcomes, as we have discussed in the past.

We might be forgetting that, in 2012, Permanent TSB's level of long-term arrears actually made it an institution that was absolutely required to undertake a level of long-term treatments, which is what we did. I think we sometimes forget that the alternative was scaled repossessions. I want to place that on the record.

That is fine. The point I am making is that Permanent TSB is a State-owned bank. The public owns this bank.

Mr. Jeremy Masding

It owns 75% of the bank.

Yes. The State is the majority - 75% - owner of this bank.

Mr. Jeremy Masding

The other 25% is owned by capital market shareholders.

The Deputy should conclude shortly.

I have one more point to make after this. Permanent TSB is completely disregarding the code of practice on the transfer of mortgages because that code does not suit it. This is something that was agreed by the Central Bank. It is not coming from afar. Permanent TSB is deciding that something which is in place does not suit it. It knows that if it asked for the consent of its customers, they would tell it to take a jump. They would say "Not a chance".

Mr. Jeremy Masding

I am afraid we will probably have to disagree on this point. As I, as the chief executive, see the matter, it would suit Ireland a lot less if Permanent TSB maintained an NPR ratio of 16% and was unable to compete. If the consequences of an economic downturn had an impact on the functioning business of Permanent TSB, Ireland would like that a lot less.

I suggest that the bank should talk to its customers for a start. I will not go into the mess that the bank made of its split mortgages. Those mortgages are defined as non-performing. In other banks that got it right, they are not defined as non-performing.

Mr. Jeremy Masding

I answered that question previously and I answered it in my opening remarks.

I have a question for Mr. Ryan.

This must be the Deputy's final question.

The major concern when banks are selling to the vulture funds is that there is no long-term interest. Pepper is an agent. It is clear from the prospectus that this can be sold at any time. Indeed, Pepper can be removed as the agent at any time by this vehicle. We have no idea who owns the vehicle. The big concern here relates to certainty. Regardless of people's opinions of high-street banks, they know that they want to be here in 30, 40 or 50 years. Permanent TSB structured its split mortgages in a way that meant up to 80% of each mortgage was warehoused. Pepper is saying that unless things change, it will continue to honour those split mortgages all the way through. What does the word "change" mean in this context? Does it mean that if somebody's wages increase by 2% or 3% in accordance with inflation - this is subject to legal test - Pepper will be allowed to have a review? The reality is that nobody has trust in Pepper. People definitely do not have trust in the vehicle that owns their loans now. That vehicle did not exist 30 days ago. This point relates to Bank of New York Mellon and Wilmington. This is a shelf company. It shares its registered address with another 126 businesses in a building down the road. There is no face to this. Pepper has come in here after a long challenge for us to try to get it to come in. The people who own these loans are faceless. We have no idea.

I want to ask about the review. What does the guarantee mean in terms of change? Obviously, people's circumstances will change. We hope they will change for the better. Nobody is going to stay in exactly the same position. What guarantee is being given to people? When Mr. Ryan states that there is a legal guarantee, can he specify where that actually exists? Can he outline where in the prospectus the issue of the operating committee to which he has spoken, as he said in response to Deputy Michael McGrath, is dealt with? Perhaps he can dig out a page reference.

Mr. Cormac Ryan

I thank the Deputy for his questions. The review period is talking about the restructuring arrangements. As I stated at the outset, the majority of the mortgages - approximately 4,000 - are split. Approximately 2,000 are in part-capital and part-interest arrangements. The review arrangements are a standard part of the terms and conditions. Reviews were going on with Permanent TSB. They are a standard part of any restructuring arrangement. I have already addressed the point that was made in respect of frequency. We will look at a range of factors, like we do in any alternative restructuring arrangement. The first thing I will say is that every single case, in reality with our consumers and under the CCMA, is unique. No two cases are the same. The first factor we take into account under the CCMA is the overall indebtedness of the customer, which may have changed in the case of somebody who has not been reviewed for a number of years. The second factor we take into account is the person's financial situation - whether there are two people working in the family, whether there is an additional person working in the family or whether somebody might have got a new job. The third factor we take into account is the person's personal circumstances - whether he or she has dependants or whether there are other things that are straining on their income.

When we have formed the overall picture, we take a view. Basically, there are three outcomes that can happen. We run it through our affordability assessment, which basically says what a customer can or cannot afford. The first of the three outcomes is when it is found, after everything has been considered together, that nothing has really changed. It has been mentioned that we are in a much better economy now than we were in five or ten years ago, thankfully. The customer may be in the exact same circumstance. If he is in the exact same circumstance, it is a fairly short conversation. We will say to the customer that he should stay in this arrangement and nothing should change. I want to talk about this in real terms rather than in the abstract. If the customer has received a promotion and is earning more money, or if additional money which is attributable to the property is coming into the family because the customer's partner is starting to work, we work with the customer to say that there is some additional affordability. We look at the customer's level of affordability under the previous circumstance and point out that there is now increased affordability.

This links into our obligation to be open, fair and transparent and to have the customer's best interests at heart. For example, we might remind the customer that a big bullet payment is due at the end because of the way these mortgages are structured. I did not structure them that way; it is how they are structured. We might suggest to the customer that because he is due to pay a certain amount in ten, 15 or 20 years, the right thing to do in his best interests is to increase his monthly repayment slightly. Over 20 years, that could make a difference between the customer having €50,000 due at the end of his mortgage and having €10,000 due at the end of his mortgage. Those are rough numbers, but the difference could be something like that. We might say to the customer that we think his arrangement should stay in place, with a slight tweak being made to it because that is in his best interests. This is one example of how things might change.

I would like to speak about our obligations. Most of my team of specialists have been doing this work for seven or ten years. We have to be able to stand over these arrangements. Quality assurance is done by internal teams that look at all the documentation to ascertain whether we documented the numbers correctly and explained these matters to the customer correctly and whether the customer understood what was happening. Any change in every single one of these arrangements is absolutely subject to review by the Central Bank of Ireland.

Will the assessment of income be the exact same as that done by Permanent TSB?

Mr. Cormac Ryan

Yes.

Mr. Cormac Ryan

Sorry, it will be as governed by the CCMA. I am sure the Deputy has seen the standard financial statement, which is set out at the back of the CCMA. The statement is quite prescriptive in terms of inputs and outputs.

If Pepper is not using the same assessment as Permanent TSB, there will be a difference.

Mr. Cormac Ryan

It is highly unlikely that there will be a material difference. There will be different models. We do not use the same spreadsheets.

The operating committee-----

Mr. Cormac Ryan

The CCMA is quite specific in the context what we should do. I would like to make a final point. As stated, there are three possible outcomes. There could be a material disimprovement. I think that where we are, most people have either been neutral or have improved. Obviously, every circumstance is different. If we come across a customer whose circumstances have regrettably disimproved, we need to work with him to deal with that. We look at the alternative repayment arrangement to see whether the split, as currently arranged, is suitable or whether we need to make an additional change to the portfolio to make it affordable. All of those three outcomes are available.

I asked where the operating committee is dealt with in the prospectus. Mr. Ryan might be able to answer that question. Where is the operating committee referred to in the prospectus?

Mr. Cormac Ryan

The operating committee is referred to in a few places in the prospectus, including on page 167. In the interests of time, rather than reading the entire paragraph, I will summarise it. The very last line provides that the final determination of all such matters shall be made by the master servicer acting in accordance with Pepper's policies. There are various references to this throughout the prospectus. I am happy to come back to that.

Mr. Jeremy Masding

I would like to conclude my answer to a previous question. The code is voluntary, as the Deputy stated. The governing document here is the terms and conditions of the loan agreement, which gives us the right to assign a loan.

In that case the balance I have to make is between that voluntary code versus the NPL ratio versus trying to find the least worst outcome for the customers. I suspect we are not aligned here but in terms of the transaction that we have tried to design, the treatments continue and protections of those treatments travel with the loans and they are serviced by Pepper. Then the bank's MPR ratio comes down. I am sure we are not aligned but they are the reasons I would give in answer to the question.

In terms of section 110, I apologise if I appeared to obfuscate.

I thank the witnesses for the presentations and for coming in today because there are important questions to be answered. It is very difficult to believe the Minister for Finance had no objection to this sale and facilitated the betrayal of vulnerable Irish customers. What is particularly interesting about today is the fact that the banks have appeared before us many times and it has been stated that they cannot let people off without paying their mortgages because other people are responsible and pay their mortgages while others are not bothering to pay. However, the thousands of citizens who are customers and who we are here to talk about have made the best possible efforts to pay their mortgages and have come to arrangements with the bank, whether it be a split mortgage or another arrangements. These are responsible citizens who want to pay their fair share and keep their homes. They are looking at this from a number of perspectives. What they want is to be able to trust the institution which has the deeds to their homes. They want certainty and security.

I refer to the tax situation and section 110. Pepper has €10 billion in assets in Ireland.

Mr. Cormac Ryan

For residential mortgage loans, before the Glenbeigh transaction, we have 50,000 loans, so we have 64,000 loans overall, 50,000 of which are effectively mortgages secured against property. Post the Glenbeigh transaction, the value of those loans that we will manage, administer and service on a day-to-day basis will be approximately €10 billion.

How much tax did Pepper pay last year, leaving aside income tax from employees?

Mr. Cormac Ryan

I do not have the exact numbers. I might defer to my finance director. Again, just to clarify, in terms of our role, we are effectively a service provider in this along with some of the other clients we have. We provide services and we take a fee. These assets and the €10 billion of loans I mentioned are not on our balance sheet. We do not have an economic interest in the 6,000 loans in the Glenbeigh security vehicle.

So Glenbeigh has the economic interest. Have we a way of knowing how much tax it paid? I am trying to tease it out. The thousands of customers we are dealing with all pay a great deal of tax. They would want to know that the people they were paying their mortgage to also paid a fair share of tax. I am trying to establish the facts.

Mr. Cormac Ryan

I can confirm that Pepper is absolutely tax-compliant. We are a registered company.

I would think that Pepper would be tax-compliant being regulated and so on but I am trying to arrive at a figure of how much tax was paid. How much tax does an entity that has €10 billion in assets pay in a year?

Mr. Dermot Caden

The tax could be confirmed by looking at the accounts of each one of these special purpose vehicles, SPVs. I would not know because, as Mr. Cormac Ryan mentioned, they are not part of the Pepper group. We do not consolidate these vehicles; we are an agent for them. We have a contractual relationship with them but we are not responsible for their taxable base or their compliance.

The problem for the consumers at the end of this food chain is who is what, who is where, who is responsible for this and who is making money out of it. What write-down has Pepper had in terms of the loans? Was it €500 million?

Mr. Jeremy Masding

I think the Senator is talking to the wrong people. Glenbeigh is a special purpose vehicle. Pepper is the servicer and it is tax-compliant. Permanent TSB is a public limited company in Ireland and we are tax-compliant. The tax affairs of Glenbeigh or its investors-----

We do not know who they are. The problem for consumers is that we do not know who they are. We have these fairy people who are benefitting from all this while consumers are worried about their mortgages. They are worried how this will pan out for them. They wonder whether they will be able to keep their homes and yet in terms of the beneficiaries of their mortgages, which have been sold off by Permanent TSB, they do not know who they are dealing with. It is only the vehicle in the middle.

Mr. Cormac Ryan

Let me clarify the points and, hopefully, answer the question. In terms of their dealing with us, the Senator is absolutely right, the economic interest of the loans, in terms of the asset value of those, is held separately in Glenbeigh Securities. That is separate from Pepper and Pepper does not have an economic interest in the loans. To try to explain it further, there is a difference between ownership and day-to-day management decision-making and control.

I understand all that.

Mr. Jeremy Masding

Senator Conway-Walsh made two other observations in her opening remarks to which I wish to respond. The Senator used the word "betrayal", and just for the record, I do not accept that word.

That is okay. Consumers and customers are telling us they feel betrayed. It is really important to acknowledge that.

Mr. Jeremy Masding

The Senator used the word "betrayal", and as I have tried to explain to the Senator, we tried to find a way that the customers who engaged with us could keep their long-term treatment and could be protected by the laws of the land. We think we have achieved that.

The Senator asked me about the consultation with the Minister for Finance. Again, I repeat that it was a consultation where we followed the obligations we have under the relationship framework, and they were followed to the letter of the law.

Except for the code of practice for the transfer of mortgages as was specifically outlined. I would have thought that would be the first document that one would have on the table.

Mr. Jeremy Masding

I have answered that question insofar as that the code is voluntary. The overriding and governing document is the loan facility letter. As I tried to explain to the Senator, we are trying to get as many moons aligned as we can, where one of those moons is that I, as a chief executive of a management team, have a bank that has a 16% MPR ratio. That is not sustainable.

I understand that. We met the ECB and the ECB explicitly told us that it was not putting pressure on the selling off of loans. It also appeared to be concerned about what was happening and that it was not to work through these loans. These loans are performing loans as far as we are concerned, that is, split mortgages with people's circumstances improving and with people meeting their obligations. They are not reckless people in the way that the banks in this country have been. These are responsible citizens who are trying to hold onto their homes for themselves and their children and that is the bottom line. They are the people we are here to represent. These people will find it difficult to deal with Pepper. They looked at all the banks when they were taking out their mortgages and they looked at the bank that they thought would most service their needs. They made the decision that it was the Permanent TSB. Now they find themselves with an operation that is operating in Australia, Britain, Spain and South Korea. They want to know how all that will impact on them. Let me ask a very simple question. Where are the deeds of their homes going to be held?

Mr. Cormac Ryan

The deeds of the homes will be managed and administered by Pepper. That is standard.

Where will they be held? Where will they be physically held?

Mr. Cormac Ryan

The deeds for different arrangements are held in different places. Let me check. They will be held in Dublin with our standard provider.

They will be held in Dublin. Where in Dublin?

Mr. Cormac Ryan

I do not have the exact location. We have a third party supplier whose name I would prefer not to use, but we use it all the time. That is where their deeds are held.

It is very important people know exactly where the deeds are going to be held.

Mr. Cormac Ryan

I can come back to the Senator with the details of that.

They also want to know other things. If they have had a review with PTSB in the past three months - they would have three-yearly reviews, as is the norm in PTSB - will they have a review with Pepper in that period of time or will Pepper wait until the three years are up and have a review at that point?

Mr. Cormac Ryan

If that question is directed at me, the answer is that it depends. The contracts in some cases say "at least tri-annually", which does not mean every three years but at least tri-annually. It is open in other contracts. To go back to the Senator's example, if someone has been reviewed in the past three months, he or she is unlikely to be first on the list.

The witnesses said that everything will be the same for people who got letters in the past three days, and then straight away said while reviews have been every three years up to now, that they may change. Someone may have a review in six months.

Mr. Jeremy Masding

There is no specific review time period. We chose three years. I assert that I would probably have instructed my team, as the mortgages got nearer to maturity, to increase the frequency of those reviews. That reduces the likelihood of a poor customer outcome because those warehouses or bullets are due. There is no specific time period. Mr. Ryan can comment from Pepper's perspective. I feel those reviews are a positive conversation because those warehouses represent material amounts of capital and they are due. Having a conversation with a customer to try to move the warehouse or bullet into the main mortgage, therefore reducing the risk of maturity, is good. That is the bank's perspective.

Can Mr. Masding understand the fear-----

Mr. Jeremy Masding

I can.

-----that people have about their homes and what might happen when they are dealing with an unknown entity? They do not know if he profits or how much tax he pays, or perhaps it is a she though I imagine it is a he. It is fear of the unknown that we are trying to address.

Mr. Jeremy Masding

I understand that. Let us cut to the chase.

I want to cut to the chase.

Mr. Jeremy Masding

These customers engaged with Permanent TSB.

They trusted Permanent TSB.

Mr. Jeremy Masding

They had a conversation with us that led to a long-term treatment. I can understand that. I think that was the reason that we volunteered to come here. We wanted to do our best to assure those customers that the structure we put in place allows them to continue with the treatment and have the protection associated-----

I appreciate that. We are all on the same page about that because I am trying to do the same thing. Pepper's statement was that it looks at the person, not just the paperwork, which is good on the face of it. I want to reconcile that with Pepper's failure to pass on a single cent in rate cuts for variable rate mortgages over a five year period. Reconcile those two matters for me. European Central Bank, ECB, rates were cut, yet Pepper did not pass on any of that to the mortgage holders.

Mr. Cormac Ryan

Pepper runs portfolios for various clients. We have 50,000 mortgages. Every portfolio is different. Customers are entitled to and their rights are protected by the terms and conditions of their contracts. I am talking about something which I think was many years ago. Fortunately, we have been in a zero-interest rate environment for a number of years, so I am assuming the case-----

Was 2012 to 2017 the five year period?

Mr. Cormac Ryan

I understand the customers were all on standard variable rates, which are different from tracker rates. Tracker rates-----

I know the difference.

Mr. Cormac Ryan

-----by law, need to move up and down. It was before my time. I understand standard variable rates were used. Whether they were with a bank in Ireland or outside Ireland, the ultimate decision on the rate to be passed on to the customer sits with the bank or the legal title holder. There is no obligation-----

Would Pepper make the decision of whether it will pass this on to the customer or not?

Mr. Cormac Ryan

With regard to Glenbeigh Securities, when all of these mortgage loans come across, the prospectus is clear that Pepper will ultimately decide on the standard variable rate. They are quite a big proportion of the book, both on the splits and the parked capital interest. There are many factors, as with any other financial institution, that go into the standard variable rate, but there will be an ability if ECB rates go up, like every other financial-----

Mr. Ryan did not really address my question about trust and how he can reconcile with the idea that Pepper looks at the person and not the paperwork. Pepper is a company with an aim of profit maximisation. I get that since that is how the world operates. Pepper would therefore do something such as not pass on the interest rates. Based on even just that element of Pepper's record, how can consumers, people whose homes Pepper has the deeds to, trust Pepper in the future? Over five years, why has Pepper not thought that it is making enough profit and that it will cut its customers a break?

Mr. Cormac Ryan

That case is in a specific portfolio and does not apply across the whole Pepper portfolio. I understand and would need to check that these customers were on standard variable rates, not tracker rates. It is at the discretion of the holder. I am happy to come back with the exact detail. I understand that Pepper was not the sole decision-maker as we would not have been the beneficial owner in that circumstance. It was in a single portfolio, not across all the portfolios that we manage. I need to clarify the exact decision-making process. It was before my time so I cannot give an exact answer. We are here to talk about Glenbeigh and what that means for its future. It was part of what I said in the opening statement. The setting of standard variable rates has been delegated to the master servicer in this situation, which is Pepper. Pepper will have the ability to move rates up and down. Many people have made mistakes in predicting interest rates. I confirm that that is our capacity and we will have the ability to move rates up and down.

I am trying to demonstrate that while we are told certain things here, we have to then look at a record. It goes without saying that anybody on a tracker rate will follow that through because lenders are legally obliged to do it and there is not discretion on that. Is the standard letter that Permanent TSB sent out legally binding? It states that terms and conditions will remain the same.

Mr. Jeremy Masding

Is that the arrangement letter?

It is the letter telling people that their mortgage was no longer with Permanent TSB and that the terms and conditions will remain the same.

Mr. Jeremy Masding

That is correct about the treatment.

Is it legally binding?

Mr. Jeremy Masding

That is correct.

I welcome the guests and the presentations made here today. I have a few questions.

Mr. Jeremy Masding

Sorry, I think I may have misunderstood Senator Conway-Walsh's question. The letter is a general letter to the customers. The terms and conditions of their original loans and long-term treatment are legally binding.

Permanent TSB is saying in the letter that it is legally binding and that the terms and conditions will remain the same.

Mr. Jeremy Masding

The original facility letter and the long-term treatment are legally binding.

What is in the letter? Is the sentence that the terms and conditions will remain the same is legally binding?

Mr. Jeremy Masding

The law travels with the treatment. Will Mr. Ryan repeat what he said in his opening statement about the treatment?

Mr. Cormac Ryan

The treatment for all of these customers operates within the two-----

I understand that. Is the statement in the letter legally binding?

Mr. Jeremy Masding

I doubt it would stand up in a court of law but the underlying facility-----

That is not to say that it is not but the finer print would be.

That is what I am trying to tease out.

Mr. Jeremy Masding

The underlying facility letter and the long-term treatment are legal documents.

For the sake of the people who are looking at today's meeting who are quite worried about their future, about how their loans are being treated and about what will happen, will Mr. Ryan outline to us the typical customers who may have ten years left on their loan and who may have some legacy debt? Once the loan is taken over by Glenbeigh and Pepper in six months time how would it operate?

Mr. Cormac Ryan

When the Senator refers to legacy debt is he talking about the split warehoused arrangement?

Yes, the split warehoused arrangement.

Mr. Cormac Ryan

I repeat the assurances. Number one is the facility arrangement where the actual terms and conditions of the original loan come across-----

That has been set by Permanent TSB.

Mr. Cormac Ryan

Exactly. By the originator, that is the bank that originally provided the loan. Permanent TSB was also the bank that was in charge of the loan and it should be acknowledged in this forum that all of these customers did go through a period of distress given that they went through an arrangement. While the loans are performing now we are extremely aware that these customers have had issues in the past. Thankfully they are now in an arrangement and are all paying. I just wanted to make sure that we are clear and that we acknowledge that. The loans would be in the warehouse treatment, which obviously is quite a big folio, and the first decision we will need to look at is the review periods of the alternative repayment arrangements. The Senator made a very good point; the review periods may change in the future. It is not a lock-down term in the contracts. I have been quite open and I have given five assurances. We need to be quite open - I believe in being genuine with customers - and the frequency of the review periods has been a product of the number of people who have been assigned to this. Earlier I had said - verbally as it was not included in my submission - that I do not see any customer being reviewed more than annually unless in exceptional circumstances. There is not a specific number in the code of conduct on mortgage arrears. It does refer to appropriate frequency and we will absolutely consider that as to what is appropriate. Again, we would consider when the last review was held. That would be a reasonable way for us to consider when to do the actual review. I also echo Mr. Masding's comments that while those reviews need to be done in a considerate, sympathetic and constructive way a review is not only in the interests of the servicer and the ultimate beneficial owner. In many cases it might actually be in the interests of the mortgage holder. I have given a few hypothetical examples. There may be a situation where a mortgage holder has not been reviewed in a couple of years and unfortunately his or her circumstances have not improved. The mortgage holder may be in a worse position than two or three years ago. If that is the case and we go through the review we will want to speak to that person to see if we can do something to help. That is how we will approach the review period. I cannot say exactly when it will happen. We will look at all the portfolios and will work out what is appropriate to keep on two years or three years-----

In most cases it is Pepper that will initiate the review.

Mr. Cormac Ryan

Yes but remember that we are in this interim period for six months. Post six months there is a very regulated process in how loans transfer across. We had some discussion on that. Part of this process is that customers will get a goodbye letter from Permanent TSB and a hello letter from Pepper. They will not get a letter out of the blue that says Pepper would like to speak to them. The chain of communications will be "Hello, we are Pepper and we have now taken on your mortgage". That will be a stand-alone letter and communication to introduce ourselves.

Does Pepper decide on the interest rate also?

Mr. Cormac Ryan

That will not be in the initial letter. The rates of interest on the loans will pass across as they were on the last day the loan was with Permanent TSB. Any communication on interest rates would only be if there was a change in the interest rates, and would only be at some point in the future. The hello letter will introduce Pepper and what we do and will include contact details. Many customers, outside of the review, may have day-to-day questions. They may have questions around their tax relief at source or they may need additional statements and so on. Clearly we need to do the day-to-day piece also.

At a certain point in time, when we decide that we want to do the review, by law and by the code of conduct on mortgage arrears we need to give the person a month's notice to say that we have reviewed the file and we would like to schedule a review. We write to the person to give them one month's notice of the review. That is what the communication would look like. I cannot tell the committee that they would all be in one or three years. There are a lot of mortgages in there and we need to work out what is the right thing to do for each of the mortgages. As with the previous point, we will look at when the last review occurred to work out our regulatory obligation on what is appropriate and what we think is the right thing to do under the circumstances.

Are there any loans in the portfolio without warehoused debt?

Mr. Cormac Ryan

With regard to the loans in the portfolio, there are 6,272 borrower relationships, some 4,000 of which are cases where the mortgage is split and the warehoused element has no capital and interest. The other loans are part capital and interest where the mortgage holder is paying the interest but only paying off part of the capital. While they are structured differently the net result is the same. If the mortgage matures in 20 years for example, rather than the figure being zero at the end of the mortgage there is a sum due at the end. In each case that sum can be different.

In the case that Mr. Ryan has outlined will he explain what happens after the ten years and when everything else is paid off except for the warehoused debt? What happens at that stage?

Mr. Cormac Ryan

Rather than speculate about what would happen then there is a long-----

It could be in five years' time for some people.

Mr. Cormac Ryan

We would look at each of the cases on its merits. Let us say, for example, that we are dealing with a case 12 months from now. We would sit down with the customer to look at the situation. We would go through the assessment I referred to earlier and we would look at the customer's current state of indebtedness. This is not just the mortgage; it also looks at any other unsecured lending arrangements in place. We try to see what is the person's overall financial situation, the household financial situation and if there are any dependants or other outgoings that we need to be aware of. All of the detail on the pieces of information that we need to gather is included in the code of conduct on mortgage arrears. We try to get the full picture. We will take an assessment to see if anything has changed positively or negatively in the arrangement or if things have stayed the same. I repeat what I said earlier; if a customer's circumstances have changed - and some will have changed materially - we think it is the right thing to have a grown up conversation to tell the customer that now might be a great opportunity to make a change to this and reduce the debt overhang, especially if the loan has a lot of time to run.

What happens when a loan comes to the end, when everything has been paid off except the warehoused debt? Will Pepper look for the final lump sum to be paid off or look to restructure that loan for another ten or 20 years?

Mr. Cormac Ryan

It depends. We need to deal with these situations. The good news on this portfolio is that there is a considerable period of time for the vast majority of them. As the Senator has said, we will certainly look at it. We will need to look, sooner rather than later, at who will need a review because time is important in these things.

Is interest building up on the warehoused debt?

Mr. Cormac Ryan

No. The warehoused debt is completely parked.

It is completely parked.

Mr. Cormac Ryan

Yes. I reiterate that this is a term and condition of that arrangement. There is nothing that Pepper or anybody else can do to change that. That is the way it is set up, provided the borrower meets the terms of the alternative repayment arrangement and continues to engage-----

If their circumstances have changed, in the reviews Pepper can force them to reduce the warehoused debt earlier?

Mr. Cormac Ryan

In the review we will sit down with the customer and look at the overall circumstances with the customer to work out if-----

Is that voluntary or can Pepper insist that the customer would reduce the warehoused debt earlier?

Mr. Cormac Ryan

If the borrower's circumstances have changed materially and if there is a clear ability, we will absolutely recommend to the customer-----

What actions will Pepper take to make the customer pay more?

Mr. Cormac Ryan

Usually these processes are open and transparent. We need to explain all the various options that we have looked at and we will set out what we think the customer can do. In an extreme case, if somebody has had a windfall and suddenly can pay it all but does not want to change their mortgage repayments whatsoever, then this is a potential issue and we would need to work though that with the customer. I do not want to say what we would do in every single circumstance because each is different.

That is where there is a lot of fear for people. In the review, be it every 12 months or every two years, Pepper will go through the person's circumstances and Pepper could say to the customer: "You have more of an ability to pay and can afford to pay more so we will put the pressure on you to pay more."

What is Pepper going to do? It will probably use strong-arm tactics to make them-----

Mr. Cormac Ryan

I would not characterise it as strong-arm tactics. The first point is that we have an absolute obligation to do this in a very professional way and within the strict confines of the code. We absolutely need to be fair and transparent. We need to treat the customers with due care.

Where can customers go if they do not agree with Pepper's assessment? Do they have recourse to somebody who can adjudicate on whether the circumstances have changed enough?

Mr. Cormac Ryan

This falls under the code of conduct on mortgage arrears, CCMA, process so customers have all of its protections. As with any adjudication of an alternative repayment arrangement, ARA, with Pepper or with anyone else, if the customers do not agree and if they feel that the process has not been fair or run as it should have been, they can appeal to the CCMA board. That appeal board would be run internally. Customers then have recourse to sending us a complaint and can ultimately go to the ombudsman. All the standard mechanisms to raise a complaint are in place.

Pepper operates other loans on behalf of other banks. Is this the way in which it will operate this? Will it be different from the way in which it runs other operations?

Mr. Cormac Ryan

Every portfolio is different. I will repeat what I said at the beginning. The discretion we have and the ways in which we can behave in respect of reperforming loans - and 98% of loans are performing as per their terms - are extremely limited. We have to follow the original loan agreement, the alternative restructuring arrangement, the CCMA codes, and the consumer protection code. All of these are, rightly, extremely tight because we consider consumer protection to be quite important in this country. There are very few things we can do that would give us a lot of discretion. I do not expect that the process we run will be very different from that of Permanent TSB and I expect it will be very similar to those of other banks and other servicers. This all goes back to my point that we have to operate within the twin tracks of the protections offered by the legal contract underpinning the loan and the protections offered by the Central Bank and its consumer protection codes.

What happens if somebody's employment circumstances change and he or she has to move from one part of the country to another or to another country? Clearly such a person might not be able to pay. Does Pepper sell off the property?

Mr. Cormac Ryan

No, absolutely not. We want to find a long-term affordable solution for the customer. It is difficult for me to give an answer to a hypothetical scenario apart from saying that we would want to find a solution for him or her. As I said in my opening statement, that is what our team does. In the six years we have been here we have come up with more than 4,000 solutions for various customers in difficult situations. We will look at the arrangement. This is a good example of where a person's circumstances may have changed negatively. We would absolutely want to find something. It could be a change to the ARA, it could be changing the term of the loan, or it could be an additional interest rate. We will look at the whole suite of options we have to find something that actually works-----

Does that include waiving or getting rid of all of the parked or warehoused debt?

Mr. Cormac Ryan

As I said at the beginning, and I am trying to be as open and transparent as possible, there is a mechanism for debt forgiveness under this arrangement in some exceptional circumstances. To be clear, Pepper as a servicer is no different from the other banks. When we look at these arrangements we look at a customer and at the sums due on that mortgage. We try to navigate an approach, within the codes and within the customer's contract, to find a way to repay the mortgage over a period of time. We have many different solutions and strategies to do that. We are effectively in business to work with customers, understand their individual circumstances, and try to find a solution for them. As I said, in the past six years we have found 4,000 solutions for 4,000 customers. That is an average of 65 a month. We work really hard at that.

The interest rate set when loans are handed over from Permanent TSB to Pepper is the interest rate the customers will be paying, provided interest rates do not increase or decrease.

Mr. Cormac Ryan

Yes. On the final day, when the loans move across, we take them across at the rates they are then on. For the avoidance of doubt, where people are availing of warehouse elements, they will move across with the loan and continue to attract zero interest. We will absolutely replicate how the loans were operating. The loan will be the same on its first day with Pepper as it was on its last day with Permanent TSB.

Is that the case even if the bondholders say they need more money? What happens in that case?

Mr. Cormac Ryan

The securitisation agreement is quite explicit that standard variable rate, SVR, policy, that is, the setting of interest rates on the portfolio, is delegated to Pepper. Obviously we look at a range of things, as would any other bank. We would absolutely keep the customer's best interests in mind. To be upfront, the main determinant, though not the only one, is the European Central Bank, ECB, rate. As the ECB rate might move up and down over the next ten, 15 or 20 years, I cannot give a cast-iron assurance. There is a likelihood that, over time, if the ECB rate starts to move, our interest rates will start to move, as will those of every other servicer and every other bank. Again, that would be no different from what would have happened if the loans had stayed in Permanent TSB.

I have a question for Mr. Masding. Why is this more attractive to Permanent TSB than a straight sale to a vulture fund?

Mr. Jeremy Masding

Does the Senator mean investment funds?

Yes, I mean a straight sale to some of the vulture funds.

Mr. Jeremy Masding

We look at different alternatives for each of the non-performing loan, NPL, portfolios we have. In this particular case, as we outlined to each of the Senator's colleagues this afternoon, the loans are treated non-performing loans. They have alternative repayment arrangements in place, therefore they represent a steady stream of cash and are absolutely aligned with the securitisation structure we have outlined this afternoon. It is a matter of horses for courses. It depends on the characteristics of the loans, as I said in my opening remarks.

Permanent TSB had to take a 5% stake in the vehicle, however. Would it not be better if it were completely separated from it? It would get rid of the loans and------

Mr. Jeremy Masding

We had to take a 5% stake.

Yes, I understand that, but if the bank sold the loans to a vulture fund would it not be better for the bank?

Mr. Jeremy Masding

We look at different alternatives through a series of lenses at different points in time.

Why has Permanent TSB used this vehicle? Why is this more attractive now than it was when the bank made its previous sale?

Mr. Jeremy Masding

We think it is a better outcome for our customers, which is the most important decision rule.

The bank would be finished with those customers.

Mr. Jeremy Masding

Can I finish? The first reason is that it offers a better outcome for the customers because they keep their treatments. The second is that it is the best use of taxpayers' capital. The third is that, from our perspective, it enables the NPL ratio to come down from 16% to less than 10% instantly. When we put all of those reasons in the pot, it feels like a solution that works for all stakeholders.

What does Mr. Masding mean when he says it is the best use of taxpayers' capital?

Mr. Jeremy Masding

We would judge it against what a loan sale might give us.

The bank was either going to get a loan from the bondholders in this case or from vulture funds in another case. The bank is getting the money in either way so what difference does it make? Why would this be more attractive?

Mr. Jeremy Masding

I have a capital base which the Irish taxpayer gave to us. My primary duty is to minimise the use of that capital and to get a return back. My decisions have to consider how much capital we would burn in a straight loan sale, how much we would burn if I retained and provided the loans and then derecognised them, and how much capital we would burn if we did a securitisation. That is one of the key decision rules we apply. In this particular case we have not burnt any capital. We have actually got a small capital release, which is a great outcome for the Irish taxpayer. Our judgment was that we would have burnt taxpayers' capital in the other two alternatives and that capital is not mine to burn. From my perspective, it is a win for the taxpayer and an outcome for the customers that enables them to keep their treatments and gives them a servicer with experience in Ireland. It is the least worst alternative to repossessing those homes.

Does the bank have any plans to engage in any more loan sales?

Mr. Jeremy Masding

Our NPL ratio is now less than 10%. That is way off the European average of 3.5%. In 2019 we will have to look at the different NPL characteristics. I would not rule anything in or out.

Mr. Masding is saying that it is more than likely that there will be more.

Mr. Jeremy Masding

I did not say it was more than likely. I said I would not rule anything in or out.

He did say the bank was way off the European average of 3.5% however.

Mr. Jeremy Masding

There are different ways of skinning a cat. The securitisation is not a straight loan sale. As I have said, I would not rule anything in or out. We will continue to work through the portfolio in a way that gets the right outcomes for all the stakeholders.

Would it not be better for the bank to hold on to some of the spilt mortgages that are being fully repaid?

Mr. Jeremy Masding

Split mortgages stay as non-performing mortgages.

Mr. Jeremy Masding

They are defined as non-performing mortgages.

Mr. Jeremy Masding

We have no choice insofar as they are defined as non-performing mortgages. As we have to take an action to reduce our non-performing mortgage ratio, we are taking that pool of assets and looking for the best outcome for all the stakeholders. In this case, the best outcome was Glenbeigh.

Senator Burke's time is nearly up.

Okay. This is my final question. Does the bank plan to sell off some of the mortgages that have very low interest rates? Are they a burden on the bank? How does the bank intend to operate with those mortgages?

Mr. Jeremy Masding

As of today, we have no specific plans for those mortgages. Our two big material transactions in 2018 were Project Glas and Glenbeigh. The good news is that we have some natural cures, as we call them. People are returning to performing status as a consequence of their changing circumstances. That is good news. When we are left with a stock of non-performing loans, we will need to look at the different alternatives. As of today, I would not want to comment on what those alternatives may or may not be.

I would like to ask Mr. Ryan about the customers who are transferring to Pepper to be managed by it. Has each of them been written to?

Mr. Cormac Ryan

No. I would like to explain again for the benefit of any Glenbeigh customers that we are in a transition period that could last up to six months. The date is not set in stone, but the period will be no longer than six months. During that time, the loans will continue to be managed on a day-to-day basis by PTSB. The communication protocol-----

After six months, they will be engaged with.

Mr. Cormac Ryan

Before then, PTSB will send a goodbye letter and we will send a hello letter.

What sort of contact details will Pepper give to those customers for their new engagement with Pepper? Will they have to contact a call centre? Will someone be directly employed by Pepper to engage with them? Will named individuals be acting as loan managers? Customers want to be able to call and ask for John or Mary. They want to be able to deal with the same person on a regular basis.

Mr. Cormac Ryan

The hello letter will give customers details of how to contact Pepper if they have a specific query or a general query before or after the transfer. The letter will provide our phone number. All of these loans will be managed out of our operations centre in Shannon, County Clare. We will have an overall number that people can use to contact us. Given the size of the portfolio, it will not be possible to give an individual name-----

How easy will it be to contact Pepper? When someone phones Pepper and is asked for a particular reference on a loan, does he or she get through straightaway to the loan manager or the person who has the details of that loan?

Mr. Cormac Ryan

I will explain the way it would typically work for us. I do not think we are any different. A customer is given a number on which he or she can get through to the team working on his or her portfolio. It is not as if that person's case would be passed around. However, he or she will not be put through to a specific named person.

Will it be easy for people to get through? Will Pepper ensure people can access it easily?

Mr. Cormac Ryan

We have a responsibility to ensure the customers we are servicing can contact someone from Pepper. We take account of any issues we have had in the past with how customers contact Pepper. We are looking to make improvements in this area.

Will customers be able to go to Pepper's offices to meet individuals within Pepper?

Mr. Cormac Ryan

One of the really important protections that all customers have under the CCMA is the right to meet somebody in person if they want to do so. We have a field team that can move around the country. We can make that team available. Earlier in the meeting, Deputy Burton described a case involving someone who is vulnerable. There are things we can do in such circumstances if we think it will not cause more distress. If we think that arranging a house visit would be helpful to the customer and would be constructive, we can arrange that.

Are employees of Pepper constantly ringing people to get them to discuss their position with Pepper?

Mr. Cormac Ryan

No.

Do they ring them to chase up money?

Mr. Cormac Ryan

Absolutely not.

Do they put them under pressure?

Mr. Cormac Ryan

We are simply not allowed.

I am just asking.

Mr. Cormac Ryan

Yes. We have a strong code-----

Mr. Masding and Mr. Ryan have been continually emphasising that PTSB and Pepper are regulated entities. Is Pepper regulated in the same way as a high street bank?

Mr. Cormac Ryan

As a retail credit firm, under the Central Bank legislation we have the exact same consumer protection responsibilities when it comes to how mortgages are serviced under the CCMA and, in particular, the CCPC.

Is Pepper regulated to the same extent as a high street bank?

Mr. Cormac Ryan

I will explain the difference between Pepper and a high street bank. There are two parts to regulation, in effect. Prudential regulation looks at balance sheets, capital adequacy and consumer protection. On the consumer protection side, we are regulated in the exact same way.

So Pepper is not regulated to the same extent. It is regulated to the same extent as every other servicing agent in the country.

Mr. Cormac Ryan

From a consumer protection point of view, the regulation, the team we deal with and how we are regulated would be no different from PTSB or any other bank. It would be the exact same-----

Mr. Jeremy Masding

We have-----

I will come back to Mr. Masding. The agents that are front of house for all of these vulture funds are regulated. Is that the type of regulation Mr. Ryan is talking about? Does Pepper have an added piece of regulation that they do not have?

Mr. Cormac Ryan

When the Chairman says "they"-----

I am talking about the agents that act for vulture funds. They are regulated by the Central Bank.

Mr. Cormac Ryan

Pepper is a credit servicing firm.

So it is the same as the agents to which I have referred.

Mr. Cormac Ryan

We are a-----

There is nothing extra special about-----

Mr. Cormac Ryan

No. To clarify, Pepper is a retail credit firm. In terms of the Glenbeigh transaction, Pepper is a credit servicing firm, in effect. The exact same regulations apply from a consumer protection point of view. There is no difference.

Okay. Pepper has been here since 2012.

Mr. Cormac Ryan

Yes.

How many court cases is Pepper involved in throughout the country as it tries to sort out different funds?

Mr. Cormac Ryan

That is not a number I have to hand. I prepared in short order for today. I thank the committee again for inviting me. I can come back with-----

Pepper would have a lot of cases before the courts-----

Mr. Cormac Ryan

Regrettably-----

-----for different-----

Mr. Cormac Ryan

We manage 64,000 loans - 50,000 on the residential side and 14,000 on the commercial real estate side. As some of the loans we are servicing came out of the crisis, there are distressed loans in our portfolios. As I have said, our job in respect of residential servicing and commercial real estate servicing is to find solutions where we can. The reality is that certain cases progress through the solutions phase and go into the recoveries phase. There would be a number-----

There would be cases before the courts.

Mr. Cormac Ryan

Absolutely.

I would like to ask about repossessions of homes. How many homes with repossession orders does Pepper have?

Mr. Cormac Ryan

I will make a couple of points on repossessions. Obviously, this is an extremely important topic for Pepper. If I were to describe what we do for customers, I would say that our primary focus is on keeping people in their homes. That is the most important one of all the things we do. I know repossession has been discussed at this forum on many occasions. It is an absolute last resort. I stress that it is a last resort. There is a human dimension to the business we have. We have huge sympathy for customers who find themselves in this situation.

How many last resorts does Pepper have?

Mr. Cormac Ryan

I ask the Chairman to repeat the question.

How many last resorts does Pepper have?

Mr. Cormac Ryan

I will go through the numbers. I will use some of the numbers from 2017 if that is helpful. The 2018 numbers have not yet been finalised. In Ireland, there were approximately 730,000 outstanding mortgages overall. I understand from some materials that have gone before the Dáil previously that the number of repossessions in the country was approximately 1,500.

From Pepper?

Mr. Cormac Ryan

No. It is across the whole system.

Just for Pepper, please.

Mr. Cormac Ryan

I just wanted to give three or four numbers to illustrate and provide some context. I am very aware that some Glenbeigh customers will be listening to this or reading it and I want to ensure the numbers I provide are taken in context. As such, of 730,000 mortgages in Ireland, 1,500 homes were repossessed. Obviously, we would all prefer if that were a smaller number. The orders for possession Pepper took in 2017 were 51 and the actual orders for repossession that were executed was 18 out of a total number in Ireland of approximately 1,500. Every one of those is a last resort. One of the reasons we keep that number as low as possible is that we work extremely hard on mortgage to rent. We are advocates of mortgage to rent, which is an extremely important solution to keep people in their homes. It has some requirements and not everyone can qualify for it. The last number I give relates to those cases where we have exhausted all possibilities. Typically, these cases take five years. We have five years working with these customers to find alternative solutions. Of those cases, approximately 75% have been classified as "non-engaging" at some point in time. We will work all the way up to the steps of the courthouse for the very small number of cases that go to court. At least half the cases that get to that point, however, involve customers who are not engaging.

Will Mr. Ryan give us some numbers around all of those? Will he provide the committee with some numbers and the detail around those numbers having regard to the length of time Pepper has worked with the customers? It is just to give us a flavour of what Pepper does.

Mr. Cormac Ryan

I would be happy to. A lot of the numbers are available through the Central Bank. I have given the committee a walk-through.

I ask Mr. Ryan to break them down for us relative to Pepper and its activities here since 2012. I refer to Pepper's use of receivers for a different cohort of customers. Does Pepper use receivers a lot?

Mr. Cormac Ryan

Receivers are typically not used in the case of family homes.

I understand that.

Mr. Cormac Ryan

They are used for buy-to-let properties or commercial real estate. We use receivers there. They are used by servicers and banks.

I understand. I am just asking. I note the type of information to which Deputy Michael McGrath referred earlier which comes to committee members. People tell us that from 2012 or 2013 onwards, it has been extremely difficult to get in touch with Pepper. Others say Pepper has never engaged with them. We are told receivers are appointed and there is then no engagement with them. Receivers collect the rent but there is no evidence it is paid against the original debt. In some cases, individuals say they have lost their businesses over very small debts with no recourse to Pepper, which simply refused to engage. In one instance involving Sheldon, which is another company Pepper manages, it was then discovered that Mars Capital were in it as well. My point is that there are examples where customers have attempted to engage with Pepper and found themselves apparently associated with one vulture fund and another. A receiver is thrown into the mix and, in spite of the best efforts of the person who had the loan originally, no solution is proposed. It gives the impression that the individual has no chance against Pepper. People feel bullied and harassed in their engagement with Pepper. I am only reading from examples of emails I have received and I have been asked to put that to Mr. Ryan today. There are real cases behind those allegations. As Deputy Pearse Doherty set out, it moves on to no signatures on transactions and no approval from the person who had the loan. Obviously, Pepper is working on the fine print and being enabled to pass on the loans. As a result, the customer does not know where he or she stands. With those cases coming to light because of today's hearing, what is Mr. Ryan's response?

Mr. Cormac Ryan

I thank the Chairman for sharing some of those. First, we are here talking about Glenbeigh and the securitisation. The reason I bring that up is that from a CCMA point of view, there are very strict rules about engagement and how we deal with customers. The whole area of receivers and the processes that apply to buy-to-let and commercial real estate are quite different. Because of CCMA, how that part of the business is managed is much tighter from a regulatory code point of view. It is absolutely not my position to make any excuses. We are not perfect. There should not be cases where it is difficult for third parties such as receivers or for customers to engage with Pepper. It is difficult for me to comment on individual cases, but I note that some of these cases are quite difficult. People are in very difficult circumstances. What people describe as a lack of engagement can be subjective at different times.

Let me be clear about it. The reason I raise it here is that Mr. Ryan says how good and customer-focused Pepper is. He referred to Pepper's desire first and foremost to keep people in their homes. That is its goal. However, the experience of those who have contacted the committee has been that there were no negotiations. On the business side, it has been a matter of no negotiations and the appointment of a receiver. There was no discussion. That is what they are telling us. As I say, the debts involved seem to be small. In one letter, we were asked whether Pepper had an office in Ireland as the person had not been able to engage with it. I am putting this to Mr. Ryan for clarity because he is telling us the opposite. He says Pepper's door is open and people can contact it. He says Pepper engages and protects people's rights legally but that does not appear to have been the case with a lot of people who have written to us. That is what concerns me.

Mr. Cormac Ryan

I reassert what I have said for all of our customers for whom we have residential mortgages. They get a "Hello" letter. We are contactable and we will be working with them.

Pepper says "Hello, how are you?", the customer says "I am looking for all of my paperwork under FOI" and Pepper says "Go to a solicitor." That is in another email. I do not think these are made up. I think these are from different people. Pepper then presses them into court. The first court date is in 2018 and the next hearing is November 2019. It seems to me from this that Pepper is playing around with the lives of people. I want to ensure that these experiences are not going to happen to the new 6,139 loans Pepper is going to receive. I ask Mr. Ryan finally on this issue what assurances he can give those people who are not part of Glenbeigh and who are in Pepper's grasp already. What does he say to them? Who will they contact? Who can they speak to?

Mr. Cormac Ryan

To answer the question, I need to make a distinction between Glenbeigh, which we are here to discuss today and which is about residential mortgage homes and how we deal with those, and the majority of the cases the Chairman has just mentioned, which typically involve buy-to-lets and commercial real estate. These are not people in homes, they are investors. Some of them are small investors and some are larger investors. There is a different set of rules and a different set of codes that surround those. Going through those cases is not necessarily indicative of what we are here to talk about today, which is the Glenbeigh portfolio.

It tells me that I do not want to have anything to do with Pepper. That is what it would tell me if I was unfortunate enough to end up with Pepper, based on what is being said here. I am just giving Mr. Ryan an opportunity. I know it is about Glenbeigh but this discussion is also about what he has told the committee about how Pepper does business. I want these 6,200 customers, or however many it is, to be reassured by him but what he has said so far has not been reassuring. I am giving him the opportunity again, in the light of cases where customers are critical of how they were treated by Pepper, to step up and give us the reassurances again and perhaps to reach out to those people and tell them to contact whatever the number might be.

Mr. Cormac Ryan

The cases the Chairman has mentioned are individual cases and I am not aware of all the details. I will absolutely take him up on the offer. Every customer of Pepper, be it a residential mortgage customer or our investor customers, should be able to contact Pepper. It is absolutely reasonable for a servicer of our size to be able to facilitate that so I will follow up on it.

Can Mr. Ryan give us the contact details so that those people might email Pepper instead of emailing me?

Mr. Cormac Ryan

I will follow up with the Chairman separately to get the details. The assurance I would like to give is that our residential mortgage business, in terms of how we treat customers and how we contact them, is managed very differently. The Chairman has read out a few individual cases involving customers and how they feel they are treated. With his permission, I would like to give the committee an example of some feedback we have received from our residential mortgage customers. It would also help Glenbeigh customers to get a feeling for some of the unsolicited feedback we receive as a servicer.

We seem to be dealing with Jekyll and Hyde. Pepper has this split personality going on where the commercial properties are dealt with one way while it is real nice and kind to the others. I do not get it.

Mr. Cormac Ryan

I take the Chairman's point. There is no excuse from an engagement point of view. All customers, no matter what part of Pepper they are in, should be able to engage and should be able to get answers to their questions. We are running a large business. We have 64,000 customers. Like any servicing organisation and like any bank, we will have issues. I said at the beginning that we are not perfect. It is not an excuse but it means there areas in which we need to get better. The residential mortgage business is quite different in terms of how we contact customers. That is the way we are set up. The CCMA code is extremely prescriptive and we need to set up an operation that reflects the code in how we deal with those customers.

I wish to ask Mr. Masding how many loans in this sale were transfers where the negotiated position with PTSB is for a period of three, six or 12 months.

Mr. Jeremy Masding

As far as I am concerned the treatments, as they are undertaken between the bank and the customer, transfer in full.

I am referring to instances where PTSB is engaging with the customer and has reached a conclusion that it is going to give him or her this arrangement and review it in three, six or 12 months. How many of those will be transferred to Pepper? Are all of these loans long-term agreements?

Mr. Jeremy Masding

They are all long-term agreements.

Every one of them?

Mr. Jeremy Masding

Yes.

What does Mr. Masding mean by "long-term agreement"?

Mr. Jeremy Masding

Up to 30 years, I think.

Mr. Eamonn Crowley

Up to the maturity of the mortgage, in effect.

In terms of the period we are talking about, there could be some that will be reviewed in three or five years but there are no short-term, six or 12-month-----

Mr. Eamonn Crowley

I understand the question now. This is regarding the review period.

Mr. Eamonn Crowley

There is an ongoing review period. It depends on when the original agreement was made and, in effect, it rolls over based on that schedule.

So there is nobody whose loan is being transferred who, in a few months or a year, will find themselves being contacted by Pepper to say their time is up and that it wants to talk to them about the arrangement they have.

Mr. Eamonn Crowley

That is more a question for Pepper.

No, it is a question for PTSB. How many of these loans has the bank negotiated whereby when they are transferred to Pepper, it can review these loans negatively? I doubt it would review anything positively.

Mr. Eamonn Crowley

I will have to check that. There is a review period that travels every month.

As Mr. Crowley checks that, I suggest we take a comfort break for five or ten minutes.

Sitting suspended at 4.55 p.m. and resumed at 5.10 p.m.

We will resume our meeting in public session. I call Senator Horkan.

I have only a few questions because many of the points I wish to raise have been covered. I thank the witnesses for at least turning up today, which many other credit servicing firms have not done. To be fair, they deserve thanks for that. Regarding the approximately €400 million difference between the gross and net book value of the loans, Mr. Crowley said that the figure used was the net book value. Pepper, on behalf of Glenbeigh, can still pursue the full €1.3 billion. I presume it will do so and Glenbeigh will effectively be the beneficiary of that gain, if it happens. Is that correct?

Mr. Eamonn Crowley

That is legally correct, yes.

Mr. Cormac Ryan

I wish to clarify that Pepper will not be the beneficiary. It will be Glenbeigh Securities. --

Yes, I know. I said, "Pepper, on behalf of Glenbeigh". Pepper will pursue the full extent of the monetary amounts that are outstanding.

Mr. Cormac Ryan

Yes, but I would like to clarify the term "pursuing". I go back again to the fact that all of the loans, as they are restructured, will remain thus. They will be reviewed regularly. They are structured in such a way that a significant sum is due at the end of each mortgage. It is not due at a singular date but as each mortgage comes to its end.

Is there a warehousing element in every single one of the loans that were transferred?

Mr. Cormac Ryan

Approximately 4,000 are warehoused and 2,000 have a different treatment, whereby interest is being paid on the full amount but only part of the capital is being paid. The net effect for customers is the same, in that there is money due once they come to the end of the arrangement.

In all of the approximately 6,000 cases, a significant lump sum payment is due at the end of the term. Is that correct?

Mr. Cormac Ryan

Yes, that is correct.

That money could be due in ten, 20 or 30 years, whatever the term of the mortgage happens to be.

Mr. Jeremy Masding

Yes. The terms "warehouse" and "bullet" are interchangeable.

What is likely to happen then? This is a question for Pepper because Permanent TSB will not be involved at that stage. What is the likely suite of options for those whose arrangement is coming to an end, with a significant lump sum still outstanding? It is quite likely that a lot of people will not have that lump sum. Will the loan be restructured again? Will the loan be re-examined or will the company just repossess the house if the lump sum is not paid? What is the likely outcome at the end?

Mr. Cormac Ryan

That process is currently being managed by Permanent TSB. The bank is currently going through the reviews, some on a tri-annual basis and some more often. When the portfolio moves across to Pepper, that job will fall to us. Every circumstance will be different. In terms of what happens at the end, that will be part of the review. Each time we do a review, we will determine if anything has changed.

Let us take the example of someone whose mortgage is due in 20 years. As we said at the beginning and a number of times today, it is in most people's best interest to have a plan for what happens at the end. When one is looking at restructuring arrangements, time is a critical factor. It is not the same for all customers but, thankfully for the majority, there is time. We would look to engage with them in the first review and see if there is any additional affordability. We can look at all of the various alternative restructuring arrangements in terms of recapitalisation, term extensions and so on and all of those options are available. The main piece, however, is whether there is an ability to pay more, whether the affordability has changed or the customer's circumstances have changed. The easiest way for customers to address it, if it is affordable, sustainable and in their best interests, is to pay more off each month. That is the most basic arrangement and that can happen if the circumstances change. If they do not change, then that is off the table and we continue on as we are and look at it again the next year or in two years. That is effectively how we will approach it. Every case will be different and it is difficult to give a broad answer, well into the future, as to what will happen at the end.

Does Mr. Ryan have an idea of the profile of these 6,000 customers in terms of how many are going to arrive at this warehouse payment point in the next five, ten, 15 or 20 years? The can is being kicked down the road but how far down the road will it go?

Mr. Cormac Ryan

The vast majority, at 86% are ten years or more, while just under 50% are 20 years or more. A few, though I do not have the exact number, would be shorter dated and will reach that point in the next couple of years. We will need to consider them soon.

Let us say that a customer is two year's away from that point, is currently meeting the terms of the restructure but the payment that will fall due is significant. Typically, how much gets warehoused? How much of the original loan is warehoused? If the loan is €100,000, for example, have the banks been warehousing €70,000 or €80,000 or is it more like €10,000 or €20,000?

Mr. Jeremy Masding

There is no one answer to that question. The warehousing has been up to 80%, so-----

That is a significant amount for customers.

Mr. Jeremy Masding

Yes and I was very taken with what Mr. Ryan said about Pepper's desire to keep people out of repossession. That is why Permanent TSB is the "market leader" in split mortgages because the alternative is repossession and, therefore, some of the warehouses are quite long. To reiterate the point made by Mr. Ryan, the vast majority of these warehouses are on a ten-year plus horizon, which gave Permanent TSB, and now gives Pepper, time to work with customers to find the right solution.

In the spirit of being transparent, I must put it on the record that those capital sums are due. They are part of the borrowing contract with Permanent TSB and they are due. The benefit of a split mortgage having a long duration is that it allows the lender to work with customers to try to find a way through.

Are customers still charged interest on the loan with warehousing?

Mr. Jeremy Masding

Let us go through the two treatments. The first treatment is called part capital and full interest with a bullet. Under that treatment, the customer is paying the full interest amount, a part capital amount and the remainder goes into the bullet.

It is probably not the best phrase to use.

Mr. Jeremy Masding

As I was saying it, I was thinking that it might be better for me to speak English. The remainder goes into the final repayment. I apologise. The second treatment is a split mortgage-----

Is interest still being charged on the capital that gets warehoused?

Mr. Jeremy Masding

Interest is being charged for the part capital and interest treatment but not for the split mortgage for residential homes treatment.

The bank is giving interest forbearance on the bit that is being warehoused. Is that correct?

Mr. Jeremy Masding

Yes, the bank is basically funding the warehouse.

Will that continue with Pepper?

Mr. Cormac Ryan

Yes. The original arrangement or contract-----

This is important for people who are watching these proceedings. We cannot emphasise enough the fact that Pepper is saying that the terms and conditions are not changing.

Mr. Cormac Ryan

I agree that it is important to say that, over and over again if necessary. The arrangements and the contracts stay the same.

Certain financial institutions were unwilling to engage in debt forgiveness in the past. Was Permanent TSB willing to engage in some level of write-down to manage it or was it a case of-----

Mr. Jeremy Masding

Permanent TSB does not do debt forgiveness.

Has that been the same for Pepper historically?

Mr. Cormac Ryan

If we talk about Glenbeigh going forward, I mentioned earlier that there is a mechanism in the prospectus for eligible debt forgiveness in exceptional circumstances. That might be for a customer in a vulnerable situation or as part of a personal insolvency. We would look at every case on an individual basis and if there is an absolutely exceptional case, we can make a recommendation.

Given that we have no economic interest in the portfolio, the underlying beneficial owner ultimately has to make Glenbeigh Securities whole. We would do the analysis. We would determine that it is an exceptional situation and we would put forward the recommendation. There is a mechanic where, to keep it in simple terms, the beneficial owner would need to say he or she agrees and would need to agree to that sum.

Let us say that the end of the arrangement will be in three years but a substantial amount of the loan was warehoused, let us say from 30% to 60% of the original loan. What will happen in three years? Will the borrowers be offered another restructuring arrangement to extend the period or is it a case that should the borrowers not be able to stump up the lump sum, the house will be repossessed?

Mr. Cormac Ryan

I will repeat what I said earlier. We are not in the business of repossessing homes. That is a last resort. We are in the business of finding solutions. We have found more than 4,000 solutions for customers in different situations in the past six years. That is where we focus our attention. Every situation would be slightly different as to what is available. Our focus would be on finding a restructuring arrangement that works for the customer, keeps him or her in his or her home, and allows the debt to be paid eventually.

I wish to discuss the customers that Pepper has had since 2012. Is Pepper working on behalf of other people such as Glenbeigh?

Mr. Cormac Ryan

Our clients on the residential mortgage side are a mixture of banks, investment funds and institutional funds.

I wish to raise again one or two earlier points. The witnesses obviously felt restricted at various points by the confidentiality agreement that exists in respect of Glenbeigh. Given that both PTSB and Pepper have stressed the fact that they are regulated entities, would they agree they are regulated by the Central Bank of Ireland?

Mr. Cormac Ryan

Yes. Pepper is a regulated entity.

Is Pepper regulated by the Central Bank of Ireland?

Mr. Cormac Ryan

Yes.

In that context, given that so much information was off the pitch because of the confidentiality agreements, is the Central Bank of Ireland privy to the confidentiality agreement as the regulator of Pepper and the PTSB or is there any oversight, as far as both Ms Masding and Mr Ryan are aware, by any regulator in Ireland in respect of Glenbeigh?

Mr. Jeremy Masding

We have signed a confidentiality agreement. That is all I am prepared to say.

Is Mr. Masding not prepared to say if the Central Bank of Ireland has had any oversight? I am trying to establish an important legal point. This confidentiality agreement is obviously very important. They are at the core of the commercial transaction that involved the homes of 6,000 people. Notwithstanding that the witnesses have come before the committee and have been quite co-operative, I want to know the position of the people who are very anxious about their positions?

Mr. Jeremy Masding

I think I misunderstood the Deputy's questions. Let us go right back to the start and I will take the Deputy through the journey. I will not repeat the non-performing loan, NPL, story. The Deputy knows where we are at. I am the chief executive, and while the governing objective of a chief executive is to manage the capital of the bank which the taxpayer gave us, obviously in terms of that governing objective there are also other tests that I have to pass, one of which is right customer outcomes. That is how I think. As we constructed the deal, we have a series of stakeholders we must consult. In my case, as chief executive, and in the case of Mr. Eamonn Crowley, the chief finance officer, the stakeholders include the board of the bank, the Department of Finance, the prudential side of our banking regulator and the conduct side of the banking regulator. I can assure the committee that we followed the right protocols in terms of dialogue with each of those stakeholders which led us to completing the transaction last week.

Is Mr. Masding implying that the Department of Finance and the Minister for Finance, as a significant shareholder, is privy to the confidentiality agreements?

Mr. Jeremy Masding

To the best of my knowledge the Minister for Finance is not privy to the name of the investor because I am bound by a non-disclosure agreement.

Okay. Mr. Ryan referred, understandably, to the confidentiality agreements as the operational structure he is operating under, but he also placed considerable stress on the fact the Pepper is regulated. In terms of the references to the confidentiality agreement, therefore, has the regulator sight of those confidentiality agreements?

Mr. Cormac Ryan

The regulator is the Central Bank of Ireland, with which we work very closely. We do not have a strict requirement for deals like this, but we do notify the regulator of significant transactions or contracts we are about to enter into. The Central Bank of Ireland has not sought the details of the non-disclosure arrangement we have in place, nor did I offer, nor did it come up in any conversation.

Were the Central Bank of Ireland to require sight of the confidentiality agreements, would Mr. Ryan be agreeable or would the legal position of Pepper permit Mr. Ryan to disclose them to the regulators of the Central Bank of Ireland?

Mr. Cormac Ryan

We have a very open relationship with the Central Bank of Ireland. I cannot recall to date while I have been in the role where the Central Bank of Ireland has made a request that I have not met. On this case, given that it has some legal implications, I would need to consult my legal team. I am happy to come back with the technical legal answer, but it is not something that I can answer right now. In spirit, we try to be as open as we possibly can with the regulator.

May I raise another point? In the summary, the package of loans of PTSB was originally valued at par at about €1.3 billion.

Mr. Eamonn Crowley

The figure of €1.3 billion was the total amount due from borrowers.

Could that be a laywoman's way of putting it that the value of the whole bundle in terms of the book debt was €1.3 billion?

Mr. Jeremy Masding

Yes, a layman's way of putting it is that PTSB's customers owed the bank €1.3 billion.

The PTSB then passed it over to Glenbeigh and then to Pepper. The value then was €890 million. Will Mr. Masding explain this to me? One way of reading the figure is that there has been a transfer at a valuation or book loss - it is a while since I practised accountancy - or a discount of more than 30%. I think that is a very generous deal for Glenbeigh. Maybe that is the value of a lot of the warehoused loans. I do not understand but would Mr. Masding agree that is the way many people would look at it? When that goes into the PTSB books, if I am not mistaken, that creates a tax loss because it is the write-down of a debt, and specific bad debts are always allowable, from my experience of tax, as write-downs.

Mr. Jeremy Masding

I will allow Mr. Crowley to take the second question. In terms of the deal, I would not agree with the word "generous" because we had provisions against those loans. If one reads the statement we made to both the Stock Exchange and then to the media, having done all the calculations, actually the capital ratios improved.

I understand the point about capital

Mr. Jeremy Masding

It is not a generous deal because there was capital accretion.

I understand Mr. Masding's point about the NPL situation, but in the documentation from the European Central Bank, reference is made to setting up a platform to sell NPLs more easily.

The aspect that interests me and that makes people who have contacted us afraid is that the loans will be traded on and flipped. It might not happen instantly but, given the long duration of many of the loans, they may be flipped fairly often. Permanent TSB will have long departed the scene at that stage, however, and Pepper is only a service agent. Who is there to protect the holders of the different mortgages in the context of the codes?

Mr. Jeremy Masding

It is a point of principle that we need to place on the record. It is impossible for us to predict the future, but the point of principle is that, regardless of ownership, the consumer protection codes and the contractual projections travel with the loan. I do not know if Mr. Ryan agrees with that but that is the point in principle.

Mr. Cormac Ryan

I will repeat the point. From an ownership point of view, it is difficult to predict what will happen. It is a long-term investment vehicle. The prospectus indicates that some of the investors and bondholders may change over time but, ultimately, the vehicle has long-term assets and is expected to be a long-term vehicle.

I appreciate Pepper is a service agent, but does Mr. Ryan agree that the transfer was done on favourable terms to Glenbeigh, given that the value was €1.3 billion but it was transferred for €890 million? In the original documents, PTSB suggested it would receive a bit more, namely, €910 million. It is a sharp transaction-----

Mr. Jeremy Masding

I am sorry but I must place a couple of things on the record. If one thinks back to the specific situation PTSB was in 12 or 18 months ago, when all the European banks started to think about their NPL ratio, many of the notes written by the market, that is, the brokers and the people who write about PTSB, predicted that to reduce its NPL ratio, PTSB would probably have to burn the taxpayers' capital of somewhere between €250 million and €500 million. Is that correct?

Mr. Eamonn Crowley

That is correct.

Mr. Jeremy Masding

Mr. Crowley will have the numbers better than I do. In regard to the sum of Glas and Glenbeigh, if we compare the outer extreme of €500 million, how much is the actual-----

Mr. Eamonn Crowley

It is in the region of €20 million to €30 million. Educated analysts examined the valuation of our book and put their valuation on it. They found that for the purposes of exiting the Glas and Glenbeigh portfolios, the bank would lose in the region that Mr. Masding outlined. In fact, we lost in the region of €20 million to €30 million in both sales. It does not, therefore, reflect a giveaway in any regard. There is no doubt that in the case of Glenbeigh, there was a discount on the €1.3 billion that is owed by the borrowers, but it will not be paid for ten, 20 or even 30 years. Anyone buying that book would have to fund the cost, that is, incur an interest cost in funding it, which is part of the discount that would be built in.

Mr. Jeremy Masding

That is important because, as I said at all my previous appearances before the committee, my primary duty is to do my damnedest to repay the net funds which the taxpayer invested in Permanent TSB. If market analysts make a judgment that it was €500 million but it turns out to be €20 million or €30 million, the value of the entity, by definition, is much higher. I do not agree, therefore, with the Deputy's statement that it was a generous deal. Rather, it was the right deal for all Irish taxpayers.

Three or four months ago, or maybe longer, Permanent TSB decided to take this approach. When it decided it would take 66%, did it at any stage consider writing to customers to ask whether they had families, friends or anybody else who would be interested? For example, a mortgage worth €300,000 would become €200,000. Could the mortgages not have been offered to the ordinary people rather than to vulture funds?

Mr. Jeremy Masding

Will the Deputy repeat the question?

For the customers of the bank who had deals with it, was there any stage, given that it was prepared to take 60% of the overall debt, when the bank contemplated writing to those people to ask them whether anybody belonging to them was in a position to get his or hands on that type of money in the full and final settlement?

Mr. Jeremy Masding

I would not do that for two reasons. First, it would create a risk that would have a knock-on effect for those who might see that the bank is doing deals, which is not how it works. Second, my duty to all Irish taxpayers is to get the best possible deal that I can, which, like Glenbeigh, is a better outcome than hypothetical individual deals with customers.

Is it a better outcome if people lose their house down the road than if a family or somebody else can help them when they are going for a loan that costs 33% more?

Mr. Jeremy Masding

My duty is to get the best outcome for all Irish taxpayers and I am confident I have achieved that.

From what I heard earlier, Mr. Masding said the Minister for Finance and the Department of Finance gave the bank the go-ahead to take this approach.

Mr. Jeremy Masding

No, I did not say that. Under the framework agreement, we are obliged to consult the Minister for Finance. If the question is-----

Was there any objection from the Minister for Finance?

Mr. Jeremy Masding

We consulted the Minister for Finance and the deal proceeded. My conversation is with the Minister and I cannot comment on his behalf. We consulted as per the framework-----

I am asking a simple question. Was there any objection from the Minister for Finance or his Department to the loans being sold on?

Mr. Jeremy Masding

I have only to consult. I consulted and the Minister for Finance was content that the transaction proceeded.

There are people who entered an agreement with the bank that requires six payments before they receive their overall decision on the length of time or the agreement that will be put in place. How does that stand? Who will make a decision on it? Is it Mr. Ryan or Permanent TSB? In June or July, people were told that if they made six payments, they would get a deal for whatever length of time. Christmas is approaching and December will be the last month. In January, therefore, those people will receive a lovely letter from the bank which outlines the future of the deal. Who will make the decision about those people?

Mr. Eamonn Crowley

Those customers are not included in the transaction. The only customers who are included are those who have alternative repayment arrangements in place.

I turn to selling houses, because I happen to be selling a house with a distressed mortgage. The committee was told that to get agreement after the bank announced the sale of the loans, the seller had to seek agreement from the buyer of the loan. Is that correct?

Mr. Jeremy Masding

Is the Deputy talking about a Project Glas transaction?

Mr. Jeremy Masding

To the best of my knowledge, we are here to talk about Project Glenbeigh.

It is a simple question. Project Glas will work the same way in six months' time.

Mr. Jeremy Masding

I was not invited to talk about Project Glas. I was invited to talk about Project Glenbeigh, which were the rules-----

If somebody was negotiating with the bank for a loan because he or she was selling a house, before it fully goes through a few months later, which is how long it takes, who will make the decisions? Before the bank takes the price that is offered for the house, is there an obligation on the bank to contact Mr. Ryan? We will work on this question since Mr. Masding does not wish to work on the other.

Mr. Eamonn Crowley

The answer is "Yes". We would consult Pepper with regard to-----

So Pepper would be making the final decision.

Mr. Eamonn Crowley

We would consult. We would be dealing with the customer-----

The word "consult" has been used again. Everyone is being consulted, but who is making the decision?

Mr. Eamonn Crowley

I will explain the situation in this regard. This portfolio is unlike Project Glas because these customers are actually performing to terms that have already been agreed.

Mr. Jeremy Masding

Yes.

Mr. Eamonn Crowley

Project Glas involves more difficult cases that have been discussed at this committee previously. The situation is that the beneficial interests of these loans are now in Glenbeigh's name. Pepper is the master servicer in this respect. We are a sub-servicer for the next six months. We would consult Pepper in that regard.

I would like to ask Mr. Ryan for clarification about the agreements that are to be reviewed in three years. If the incomes and standard financial statements are the same, will Pepper be willing to continue with those agreements until the loans are finished?

Mr. Cormac Ryan

Yes. I will clarify the question. It is not that we are willing to continue them on; it is that we are obliged to do so. As I said earlier, we will honour the arrangements if there have been no changes in circumstances.

The Chairman and I are used to dealing with different banks and vulture funds in various situations. The witnesses will be familiar with different names like Capita and Promontoria. I would like Mr. Ryan to explain something to me. What is the chain when a public representative who is representing someone who may be in financial difficulty talks to Pepper? Is Pepper a middle man like Capita? There has been some talk about Goldman Sachs. Can Mr. Ryan tell me about the different pieces of the jigsaw that are involved in all of this?

Mr. Cormac Ryan

It is important to look at all the arrangements. It is difficult to generalise. I will talk about Glenbeigh and how it will work.

Mr. Cormac Ryan

If the Deputy or one of his colleagues is representing a borrower or a consumer within Glenbeigh as an associated third party, he will deal with Pepper. I will give an example. A public representative who is looking for a view on the outcome of a restructuring arrangement on the basis that the person's circumstances have or have not changed will ultimately deal with Pepper.

We would deal with Pepper.

Mr. Cormac Ryan

Yes.

We are getting letters about the mortgage to rent scheme at the moment. A person who is eligible for social housing is obviously eligible to participate in the scheme in a distress scenario. At the moment, councils in one county - we are waiting on others - are writing to people to tell them that even though they are eligible for mortgage to rent and for social housing, and even though they may be in a house that is under distress or being repossessed, the property may be too rural. What medicine does Pepper have for those people? Will it do the mortgage to rent?

Mr. Cormac Ryan

As I said earlier, mortgage to rent is an excellent solution for people. We are advocates of mortgage to rent as a solution because we are focused on keeping people in their homes. In many cases-----

Who is going to pay? Did Mr. Ryan hear what I said about the councils?

Mr. Cormac Ryan

Yes.

The councils have written to the housing bodies to say they think certain properties are too rural. Obviously, they do not want to cough up to assist these people, even though they are eligible for social housing. What will Pepper's medicine be in such circumstances?

Mr. Cormac Ryan

Is the Deputy asking about mortgage to rent?

Mr. Cormac Ryan

As people know, the mortgage to rent scheme, as it currently operates, is relatively complex in terms of who is eligible and who is not eligible. A customer who has worked with us or with PTSB will be in a legal process and then in the mortgage to rent scheme. Typically, efforts will have been made by us or by PTSB over many years to restructure that customer. If we can make it work, we will try to make it work. There are some rules. Certain customers will fall outside eligibility. That will not be within the control of Pepper.

I have already said I am talking about someone who is eligible. My understanding is that the council pays the difference between the rent and the total. If the council is saying that the property is too rural, what will Pepper's solution be?

Mr. Dermot Caden

I think that in the case of such a borrower, there would be a move from utilising a mortgage to rent solution to utilising another solution from our suite of solutions.

What are the other solutions?

Mr. Dermot Caden

That is a structural feature of the mortgage to rent eligibility criteria.

What are the other ones?

Mr. Dermot Caden

We have an entire suite of 14 alternative repayment arrangements that we can make available, or have already made available. This is in line with PTSB.

That is fine, but I am trying to establish what Pepper will take. In the councils at the moment, it is €10 for the first €100 and €20 after that. For the sake of argument, a case involving €500 would involve €90 a week or €360 a month. If a council says to Pepper in a case involving a €700 mortgage payment that it is too rural, who pays the difference? I remind Mr. Ryan that I am talking about a case in which the person involved is eligible for social housing.

Mr. Cormac Ryan

It is very hard. We would look at both situations. If we can make a mortgage to rent case work, we will make it work. As I said at the beginning, we have done more mortgage to rent solutions than any other provider in Ireland. We are very much engaged with all the housing bodies and with the two mortgage to rent bodies that exist in Ireland. If a customer reaches the point where mortgage to rent is the last solution apart from going down the road of loss of ownership through assisted voluntary sale or repossession, we will explore all options to make that happen. I cannot give the Deputy a cast-iron assurance that there would be a "Yes" in such a situation. My team would need to get into the detail. I remind the Deputy that we have done more than anybody else. We think mortgage to rent is a great solution where we can make it work.

What medicine will Pepper administer to people in middle Ireland who are in difficulty with their mortgages?

Mr. Cormac Ryan

I mentioned the first step earlier when I described the Glenbeigh portfolio. All the customers in that portfolio went through distress on their mortgages at some point in time. Their mortgages were in arrears. I have already recognised that approximately 6,000 borrowers fall into this category. All of them are now under the protection of the CCMA. They are under alternative repayment arrangements. I stand to be corrected, but my understanding is that well over 95% of them - perhaps 98% - are performing to their new arrangements. They already have a treatment. A team has already engaged with them in an effort to find a solution to the situation they are in. While they are now back in an affordable position, and hopefully some of the distress of the situation they have been in has been taken away, the issue is that a lump sum is due to be paid at the end. For 86% of them, that will be ten years or more into the future. We will engage with all those customers when we have review periods. We work with them sympathetically, constructively and positively. We work through all our different arrangements to see if there is something that works for the borrower and is realistic. It has to be realistic and fair. It has to be in their best interests. It has to be something that might help them to chip away at the sum to reduce how big it will be at the end.

Mr. Ryan said earlier that 4,000 houses are in one category and 2,000 houses are in another category. Is that correct?

Mr. Cormac Ryan

We have 6,272 borrower relationships. Approximately 4,000 of them are warehoused and-----

On average, what percentage of those 4,000 cases are warehoused?

Mr. Cormac Ryan

The Deputy is looking for a percentage-----

I am looking for the percentage of warehousing.

Mr. Cormac Ryan

I do not have that number.

Mr. Eamonn Crowley

The average across the whole portfolio is about 50%.

Right. I thank the witnesses.

We are coming to the end now. We will be out of here by 6 p.m. Did PTSB make every effort to adopt the mortgage to rent model or solution before any of these cases went over, or as they were going over?

Mr. Eamonn Crowley

We excluded 700 accounts from our Project Glas portfolio because we believed they were eligible for mortgage to rent. We have engaged in this way with 984 accounts, approximately 385 of which are live at the moment.

I would like to ask Mr. Masding or Mr. Crowley a question that I think I have put to them previously. Do they use the iCare model or a similar-----

Mr. Jeremy Masding

We have a couple of-----

PTSB has a couple of clients.

Mr. Eamonn Crowley

We have a few - five or six.

They use this model. They work on it continuously.

Mr. Eamonn Crowley

Yes.

When Pepper gets a standard financial statement from an individual, does that work in exactly the same way as it would have worked with PTSB?

Mr. Cormac Ryan

The standard financial statements, SFS, in terms of all of the information one gathers, are actually prescribed under the code of conduct on mortgage arrears, CCMA, at the very back of the code. I regard it as materially standardised. We have not carried out a line-by-line check, but I understand that it should arrive at the same outcome.

In Mr. Ryan's opinion-----

Mr. Cormac Ryan

I am not aware of any major difference in terms of how they are both codified and approached.

In terms of the insolvency rule, the average split is 50% across the loan sale. Was that a very big number from the beginning or did it just emerge because of renegotiation through the years?

Mr. Jeremy Masding

There are two or three principle points involved here. Since 2013 we have set out, to the best of our ability, to keep people in their homes and to find the correct way to treat them. I should also say that for both Project Glas and Glenbeigh there is an outer perimeter of mortgages and we go through a process to try to get to the cleanest portfolio. As Mr. Crowley said, through the course of this year, in both transactions, using mortgage to rent as an example we have taken customers out of that original perimeter and put them in a mortgage-to-rent solution. The same applies with bankruptcy and insolvency.

What do the witnesses think about the restructuring where parts of the loan were warehoused? Did that give a false sense of hope to the customers who believed they were now in this new arrangement and would be staying with the bank?

Mr. Jeremy Masding

We were trying to get the balance right back in 2013. We were acutely aware of the 100% ownership - now 75% - of the bank by the taxpayer, and acutely conscious that we were dealing with the capital of Irish taxpayers. We had to reinforce to those customers, and I am sure Pepper will as well, that those amounts are due and payable. However, we also had to have sympathy with affordability. The Irish taxpayers are, in many ways, funding those warehouses because the bank does not receive any interest on them. That was the balance we were trying to achieve, between something that felt like the correct customer outcome and at the same time, our duty to all Irish taxpayers in terms of the capital due.

In terms of the loans taken out with Permanent TSB which are now going to Pepper, has an analysis of the age profile of the individuals concerned been undertaken?

Mr. Jeremy Masding

As far as I know we have not carried out that analysis. We have carried out analysis on the time to expiry of the mortgage.

Do the witnesses have any figures from that analysis?

Mr. Jeremy Masding

We do not have figures to hand.

I wish to clarify a few points made earlier. It was said earlier that the bank provides a full suite of solutions.

Mr. Cormac Ryan

That is correct.

Is it the case that there is no difference between Pepper and Permanent TSB in that regard?

Mr. Cormac Ryan

There is no material difference. Prior to the transaction we actually compared what we did and what they did. There is no material difference.

Mr. Crowley said earlier that Permanent TSB originated the structure. I believe he was answering a question about Glenbeigh. What did he mean by that?

Mr. Eamonn Crowley

We created the structure on the very first day.

Does that mean the bank registered or created Glenbeigh and offered it to someone else?

Mr. Eamonn Crowley

We registered Glenbeigh.

Who appointed the directors to Glenbeigh?

Mr. Eamonn Crowley

That was all part of the structure. Bank of America-----

Was it Mr. Crowley or was it somebody else?

Mr. Eamonn Crowley

The directors were appointed through the Bank of New York, not the Bank of America.

Why did Permanent TSB use the Bank of New York? Did it negotiate with that bank?

Mr. Eamonn Crowley

It runs many structures of this nature. Indeed, it is involved in our Fastnet structures. We have a Fastnet securitisation vehicle, which we use, and it is a party we have used in the past.

Did Permanent TSB go to the Bank of New York or was that bank aware that Permanent TSB was creating this and expressed an interest in it?

Mr. Eamonn Crowley

It is very well versed in the structures we have created in the past.

Did Permanent TSB go to the Bank of New York?

Mr. Eamonn Crowley

Yes.

Pepper is managing the situation now and we have a clear picture of how it intends to manage. It has a responsibility to Glenbeigh. Glenbeigh and Pepper will operate through a committee on matters including interest rates. Pepper has a consultative role on that committee.

Mr. Cormac Ryan

Yes.

Does Glenbeigh pay Pepper? Is it the paymaster?

Mr. Cormac Ryan

Our master servicing arrangement is with Glenbeigh Securities.

How many people are on that committee typically?

Mr. Cormac Ryan

It is difficult to give a typical number because, like many of these transactions, it is quite bespoke. The operating committee is effectively the main beneficial owner, and that could be one or more people. We have not formed the committee yet.

Can the witness give me a sense of what that means? Will there be two people or ten people? Is it as big as that?

Mr. Cormac Ryan

It is more likely to be two people. It has not been formed yet but our expectation is that it will be two people; the servicer and the main beneficial owner.

I had a different understanding of the word "committee". As far as Mr. Ryan is concerned it is a tight two or three-man ship.

Mr. Cormac Ryan

Yes, that is very much the case.

I want to understand the structure. The Bank of New York is the trustee for Glenbeigh.

Mr. Eamonn Crowley

On page one of the prospectus, which is publicly available, the structure is detailed quite clearly. It is a standard securitisation-type structure. It shows the parts that all the various parties to the transaction play in that regard.

Is the Bank of New York a trustee?

Mr. Eamonn Crowley

BNY Mellon Corporate Trustee Services is the trustee.

Mr. Eamonn Crowley

BNY Mellon. It is Bank of New York Mellon.

It is not the Bank of New York.

Mr. Eamonn Crowley

It is the trustee.

Who is the trustee?

Mr. Eamonn Crowley

A company called BNY Mellon Corporate Trustee Services is the trustee. It is clearly outlined in the structure.

I understand that. I am trying to correct what Mr. Crowley said earlier. He said that the Bank of New York was the trustee.

Mr. Eamonn Crowley

BNY Mellon is a Bank of New York company.

It is a Bank of New York company.

Mr. Eamonn Crowley

It is a trust services subsidiary of that bank.

Who appointed the two directors to Glenbeigh? Are they just nominated people?

Mr. Eamonn Crowley

The Chair is correct.

Are they Irish people?

Mr. Eamonn Crowley

I understand that they are.

Is it normal that Glenbeigh has registered two directors who have been appointed------

Mr. Eamonn Crowley

That is typical for these structures.

The directors will link back in to the company Mr. Crowley mentioned, which is under the umbrella of the Bank of New York.

Mr. Eamonn Crowley

The Chair is correct.

As a trustee that trust would own Glenbeigh.

Mr. Eamonn Crowley

Glenbeigh is what is described as an orphan vehicle, but the trustee would have a very significant influence in ensuring that Glenbeigh operates properly. It is for the trustee to ensure that everything operates properly.

It will command a fair deal of economic benefit for an orphan vehicle.

Mr. Eamonn Crowley

It ensures that the securitisation vehicle is operating properly, including managing how the cash moves and providing bank accounts and financial statements.

Going back up the chain to what we will call the Bank of New York, is it the case that it can sell its papers?

Mr. Eamonn Crowley

In this securitisation vehicle it is the note holders who actually-----

The note holders are within the Bank of New York.

Mr. Eamonn Crowley

No, the note holders are-----

The trustee, rather.

Mr. Eamonn Crowley

The people who own the bonds that are issued are key parties to the vehicle.

They are the trustees.

Mr. Eamonn Crowley

No, they are not the trustees.

Right. Is the Bank of New York the trustee?

Mr. Eamonn Crowley

Yes.

Mr. Jeremy Masding

Maybe I will try to help.

Yes. What is the function of the Bank of New York?

Mr. Jeremy Masding

Obviously, the special purpose vehicle is a limited company. Glenbeigh is a limited company.

Mr. Jeremy Masding

Therefore, it will have minimum regulatory obligations. As part of those minimum regulatory obligations, it appoints trustee directors to ensure the minimum regulatory obligations happen. Let me think. I do not know. Something like making sure-----

Mr. Dermot Caden

An AGM-----

Mr. Jeremy Masding

Would it be something like an AGM or anti-money laundering?

Mr. Cormac Ryan

Yes.

Mr. Jeremy Masding

They just make sure the company meets its regulatory obligations.

These are the two-----

Mr. Jeremy Masding

These are-----

Mr. Jeremy Masding

Okay.

Mr. Jeremy Masding

That is sort of in this hand.

Mr. Jeremy Masding

Okay. Then one goes to the other side and basically says the note holders are the investors in that. They are up there.

Mr. Jeremy Masding

It is that sort of thing. They invest in the vehicle.

Are they investing directly in Glenbeigh?

Mr. Jeremy Masding

They invest in Glenbeigh.

What then is the trustee?

Mr. Jeremy Masding

The trustee is over here making sure that the company known as Glenbeigh-----

He is just making sure it is okay.

Mr. Jeremy Masding

-----is okay and is operating properly.

That is different from the two. Is that not right?

Mr. Jeremy Masding

No. The nominee directors of the trustee are the two guys-----

Mr. Jeremy Masding

-----who are making sure that it meets its minimum obligations.

Then it is Glenbeigh that can sell on the notes.

Mr. Jeremy Masding

Glenbeigh issues the note. We have got the bit about the trustees over here.

Mr. Jeremy Masding

Glenbeigh then issues the notes.

Mr. Jeremy Masding

There are investors we have spoken about or not spoken about.

That is the one where Mr. Masding had no comment on whether it was-----

Mr. Jeremy Masding

That is the one where both of us are subject to a non-disclosure agreement.

Mr. Jeremy Masding

They take the bonds.

Those organisations are the vulture funds.

Mr. Jeremy Masding

They are the-----

They are at arm's length from-----

Mr. Jeremy Masding

They are the investment funds, yes.

The vultures, yes.

Mr. Jeremy Masding

The investment funds.

Yes, the vultures.

Mr. Jeremy Masding

The investments.

Yes. Right. I have got that. I would like to ask about the meeting with the Minister. Again, this is for information. Permanent TSB only has to consult.

Mr. Jeremy Masding

That is correct.

Was that a meeting or was it just a way of giving the Minister the nod about the sale of €1.3 billion in loans? Was there an in-depth conversation about it?

Mr. Jeremy Masding

My relationship-----

I want to be prepared in case I am appointed Minister for Finance at some time in the future. I will be prepared.

Mr. Jeremy Masding

Yes. Ministers have special advisers. I am more than happy to be one for the Chairman. The Minister for Finance can determine what that consultation looks like. I have to consult him on a lot of things. In many cases, it is just a letter and it gets returned. In the cases of more major transactions, the Minister has the right to call me in to discuss it. As the Chairman will understand, both Project Glas and Glenbeigh have involved face-to-face conversations.

That is all right. My final two questions relate to the written consent of the borrower and to the Central Bank. The written consent of the borrower is really a voluntary code of practice. It does not have to be-----

Mr. Jeremy Masding

It is a voluntary code. That is correct.

Are the codes under which Pepper operates - separate from the regulation - voluntary in nature as well?

Mr. Cormac Ryan

No. I think that voluntary code of practice applies very much to a seller.

Mr. Cormac Ryan

It is probably less relevant to the buyer. The codes we follow, particularly the CCMA, are laid down in statute and are legal. We are regulated by the Central Bank, which can enforce on us if we do not follow the code.

I think Mr. Masding said earlier that Permanent TSB engaged with the Central Bank in respect of the sale of this portfolio of loans.

Mr. Jeremy Masding

As the Chairman knows, Permanent TSB is a regulated entity. This is the first transaction of this type that has been conducted in Ireland. It was very important to the bank that we took the right steps to ensure our major stakeholders understood what we were doing. It was good practice for us to share. As I have explained, we shared with the Minister, the board and the regulator.

Permanent TSB is not obliged to do that with the Central Bank.

Mr. Jeremy Masding

Not in the strictest sense, no.

It was a new thing, so Permanent TSB discussed it with-----

Mr. Jeremy Masding

Yes, it is a material transaction for customers.

Mr. Jeremy Masding

It is a material transaction for the bank. It was the right thing to do.

Did the Central Bank raise anything, or was it just an exchange of views?

Mr. Jeremy Masding

I am afraid my conversations with the regulator are confidential.

I am not asking-----

Mr. Jeremy Masding

Sorry, I will answer-----

I will rephrase the question.

Mr. Jeremy Masding

No, I will answer the question. If the Chairman is asking whether the conversations added value to this process-----

Mr. Jeremy Masding

-----I can say that they did.

All right.

Can I come in at this point?

I said I would wind up.

I would like to put a quick question to Mr. Masding. The figure for called non-performing loans for Permanent TSB is down at 10%. Can Mr. Masding explain this to me? There is talk that pressure is coming from the European Central Bank and from the Central Bank. Has the Permanent TSB been put under pressure to get rid of non-performing loans? It seems from the figures I am looking at that Permanent TSB was at 16%. Now the figure is 6,000. Is Permanent TSB looking at another 5,000 to bring it down to 5%? Who is putting Permanent TSB under pressure to bring that figure down?

Mr. Jeremy Masding

The Deputy should be in absolutely no doubt that the bank is like other European banks. The Single Supervisory Mechanism wants us to reduce the non-performing loan ratio. There should be no doubt about that. We have to contribute to the stability of the Irish banking system. This is not just about Permanent TSB. We need to ensure we can withstand future economic shocks. The regulator has said we need to have detailed and credible plans. As I said at my previous appearance before this committee, there has been no specific instruction on how we should do this. There is a very clear view that we need to have realistic and ambitious plans. I have spoken previously about how such a plan can be delivered. I hope I have explained to the committee this afternoon that my first duty is to the taxpayer. We have delivered a plan in a way that minimises any capital destruction. Obviously, this has other elements. It is not just about having a hard financial governing objective. There are also supplementary tests. One of those tests involves acting in a way that achieves the right customer outcomes. In the particular case of customers who have treated non-performing loans, the view of the board and the banks was that this was the least worst alternative.

Is the board of the bank looking at the percentages?

Mr. Jeremy Masding

We have approximately-----

Mr. Jeremy Masding

I answered that question for the Deputy's colleague earlier. We have approximately €1.5 billion in non-performing loans left. This equates to less than 10%. We have to keep managing those down. The good news is that a sizeable portion will cure automatically. We need to look at various alternatives in the other cases. I would not rule anything in and I would not rule anything out. That was the answer I gave to the Deputy's colleague earlier.

I thank Mr. Masding.

We are now at the end of it. It will not surprise Mr. Masding when I tell him I am not a fan of the arrangements that Permanent TSB has entered into. I would prefer if a greater political urgency could be put into creating a different arrangement to give people a better chance. I know that Mr. Masding is managing his bank and Mr. Ryan is doing his business with Pepper. I often consider that we are here to remind them of what customers are saying and to attempt to get better outcomes for them. When the committee suspended for ten minutes, one of our guests was approached about a freedom of information matter. That happens in here. Customers end up coming in here and listening to what goes on. They are generally looking for information. I hope our guests can resolve some of the issues about which they may have heard here. A gentleman approached one of them about an individual issue.

It might be difficult for all of the delegates to come here, but it is a way of answering publicly the questions people are asking us. I ask them to see it that way. Mr. Masding is a hardened attendee at committee meetings. It is not personal. It is a real and serious problem for families and we have to follow it up. That is why I asked delegates at the beginning of the meeting about coming here again at some stage. It is not to ambush them but to get at what is really happening. If some of what we are being told is not correct, they will have an opportunity to correct the record. People are anxious to get on with their lives. I understand the angst on the delegates' side, but there is also a pressing issue on the side of their customers. I thank them for coming and their colleagues. I also thank the clerk and her staff who have been very patient because we have been sitting since 2 p.m. As I probably will not see Mr. Masding before Christmas, I wish him and all of the delegates a happy Christmas.

The joint committee adjourned at 6.10 p.m. until 10 a.m. on Thursday, 13 December 2018.
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