2020 M&A Forecast - Financial Services: Regulatory change set to drive activity

We expect the Financial Services sector to be
a key driver of M&A activity in 2020, fuelled by
changes to the regulatory capital rules issued
by the Reserve Bank of New Zealand (RBNZ)
and a continued focus on conduct from both
the RBNZ and the Financial Markets Authority

In addition, new legislation revising the domestic financial
adviser regime will come into force in 2020, potentially
prompting further strategic change.

Regulatory capital changes

In December 2018, the RBNZ launched a consultation
process on revised regulatory capital rules for banks
incorporated in New Zealand. Among the key headline
changes proposed were:

  • increasing the required level of CET1 capital to 17%
    (up from 10.5%);
  • introducing an additional 1% capital requirement
    for domestically significant banks (D-SIBs);
  • removing the ability of eligible banks to use internal
    models for risk weighting of certain assets; and
  • eliminating AT1 instruments as qualifying capital
    for most CET1 purposes.

Through 2019, the RBNZ has sought and received feedback
from the public and external experts on the proposed
changes. The final decision, published on 5 December
2019, required the ‘Big Four’ banks to increase Tier
1 equity capital to 16% of risk weighted assets, but
softened changes in other areas. For example, banks:

  • can now offer redeemable perpetual preference
    shares of up to 2.5 percentage points of the Tier 1
    requirement (previously 1.5%, with no stock to be
  • must now have a further 2 percentage points of Tier 2
    capital, such as subordinated debt. This will bring the
    total capital requirement up to 18% for the ‘Big Four’
    (16% for others). If capital falls below these levels,
    banks will be subject to ‘more intense supervision’
    rather than breaching their conditions of registration.
    However, if capital falls below 9% of risk weighted
    assets it will be considered a breach of conditions of
    registration; and
  • will be given seven years from 1 July 2020 to
    transition to the new regime, in order to reduce any
    impacts on lending rates and credit availability – up
    from five years.

Conduct reviews

Triggered by the Australian Financial Services
Commission, the RBNZ and FMA have carried out
sector-wide reviews into the conduct and culture of the
banking and life insurance sectors respectively. These
reviews, the responses of the financial institutions, and
consequent changes in behaviour and structure will
continue to work their way through the industry in 2020.

The Government released draft conduct licensing
legislation for consideration at the end of 2019. This will
drive further change.

Impact on M&A landscape

We expect these trends to lead to rationing of capital
and potential disposal or even IPO activity as banks
seek to exit capital-intensive product lines.

Read the Full Merger and Acquisition Forecast

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